EX-10.1 2 psa.htm POOLING AND SERVICING AGREEMENT








                                  STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
                                                     DEPOSITOR


                                                  CITIBANK, N.A.,
                                                      TRUSTEE


                                      WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   MASTER SERVICER AND SECURITIES ADMINISTRATOR


                                                        and


                                             EMC MORTGAGE CORPORATION
                                                SPONSOR AND COMPANY

                                     ________________________________________

                                          POOLING AND SERVICING AGREEMENT

                                             Dated as of July 1, 2006
                                     ________________________________________

                                  STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
                           Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates

                                                   Series 2006-5

ARTICLE I
DEFINITIONS

ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans to Trustee...................................................67
Section 2.02. Acceptance of Mortgage Loans by Trustee...................................................69
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement............................71
Section 2.04. Substitution of Mortgage Loans............................................................73
Section 2.05. Issuance of Certificates..................................................................74
Section 2.06. Representations and Warranties Concerning the Depositor...................................75
Section 2.07. [Reserved]................................................................................76
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. Master Servicer...........................................................................77
Section 3.02. REMIC-Related Covenants...................................................................78
Section 3.03. Monitoring of Servicers...................................................................78
Section 3.04. Fidelity Bond.............................................................................80
Section 3.05. Power to Act; Procedures..................................................................80
Section 3.06. Due-on-Sale Clauses; Assumption Agreements................................................81
Section 3.07. Release of Mortgage Files.................................................................81
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for
Trustee...................................................................................82
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies....................................82
Section 3.10. Presentment of Claims and Collection of Proceeds..........................................83
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies....................................83
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents..................84
Section 3.13. Realization Upon Defaulted Mortgage Loans.................................................84
Section 3.14. Compensation for the Master Servicer......................................................84
Section 3.15. REO Property..............................................................................84
Section 3.16. Annual Statement as to Compliance.........................................................85
Section 3.17. Assessments of Compliance and Attestation Reports.........................................86
Section 3.18. Reports Filed with Securities and Exchange Commission.....................................88
Section 3.19. The Company...............................................................................98
Section 3.20. UCC.......................................................................................98
Section 3.21. Optional Purchase of Defaulted Mortgage Loans.............................................98
Section 3.22. Reserved..................................................................................98
Section 3.23. Intention of the Parties and Interpretation...............................................98

ARTICLE IV
ACCOUNTS

Section 4.01. Protected Accounts.......................................................................100
Section 4.02. [Reserved]...............................................................................101
Section 4.03. [Reserved]...............................................................................101
Section 4.04. Distribution Account.....................................................................101
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account........................104
Section 4.06. Reserve Fund.............................................................................106
Section 4.07. Class XP Reserve Account.................................................................107

ARTICLE V
CERTIFICATES

Section 5.01. Certificates.............................................................................108
Section 5.02. Registration of Transfer and Exchange of Certificates....................................117
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........................................120
Section 5.04. Persons Deemed Owners....................................................................121
Section 5.05. Transfer Restrictions on Residual Certificates...........................................121
Section 5.06. Restrictions on Transferability of Certificates..........................................122
Section 5.07. ERISA Restrictions.......................................................................123
Section 5.08. Rule 144A Information....................................................................123

ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS

Section 6.01. Distributions on the Group I Certificates................................................125
Section 6.02. Distributions on the Group II Certificates...............................................128
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates...............132
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II Certificates..............133
Section 6.05. Cross-Collateralization..................................................................136
Section 6.06. Payments.................................................................................136
Section 6.07. Statements to Certificateholders.........................................................136
Section 6.08. Monthly Advances.........................................................................139
Section 6.09. Compensating Interest Payments...........................................................140
Section 6.10. Distributions on REMIC Regular Interests.................................................140

ARTICLE VII
THE MASTER SERVICER

Section 7.01. Liabilities of the Master Servicer.......................................................142
Section 7.02. Merger or Consolidation of the Master Servicer...........................................142
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator............................................................................142
Section 7.04. Limitations on Liability of the Master Servicer and Others...............................142
Section 7.05. Master Servicer Not to Resign............................................................144
Section 7.06. Successor Master Servicer................................................................144
Section 7.07. Sale and Assignment of Master Servicing..................................................144

ARTICLE VIII
DEFAULT

Section 8.01. Events of Default........................................................................146
Section 8.02. Successor to Act; Appointment of Successor...............................................148
Section 8.03. Notification to Certificateholders.......................................................149
Section 8.04. Waiver of Defaults.......................................................................149
Section 8.05. List of Certificateholders...............................................................150

ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 9.01. Duties of Trustee and Securities Administrator...........................................151
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator...................153
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans.......154
Section 9.04. Trustee and Securities Administrator May Own Certificates................................155
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses...............................155
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator........................156
Section 9.07. Insurance................................................................................156
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator......................156
Section 9.09. Successor Trustee and Successor Securities Administrator.................................157
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator...........................158
Section 9.11. Appointment of Co-Trustee or Separate Trustee............................................158
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC Administration......159

ARTICLE X
TERMINATION

Section 10.01. Termination Upon Repurchase by EMC or its Designee or Liquidation of the Mortgage
Loans....................................................................................162
Section 10.02. Additional Termination Requirements......................................................165

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.01. Intent of Parties........................................................................166
Section 11.02. Amendment................................................................................166
Section 11.03. Recordation of Agreement.................................................................167
Section 11.04. Limitation on Rights of Certificateholders...............................................167
Section 11.05. Acts of Certificateholders...............................................................168
Section 11.06. Governing Law............................................................................169
Section 11.07. Notices..................................................................................169
Section 11.08. Severability of Provisions...............................................................170
Section 11.09. Successors and Assigns...................................................................170
Section 11.10. Article and Section Headings.............................................................170
Section 11.11. Counterparts.............................................................................170
Section 11.12. Notice to Rating Agencies................................................................170

EXHIBITS

Exhibit A-1 - Form of Class I-A Certificates
Exhibit A-2 - Form of Class I-M Certificates
Exhibit A-3 - Form of Class I-B-1 Certificates and Class I-B-2 Certificates
Exhibit A-4 - Form of Class I-B-3 Certificates
Exhibit A-5-1 - Form of Class R Certificates
Exhibit A-5-2 - Form of Class R-X Certificates
Exhibit A-6 - Form of Class B-IO Certificates
Exhibit A-7 - Form of Class I-XP Certificates
Exhibit A-8 - Form of Class II-A Certificates
Exhibit A-9 - Form of Class II-X-1, Class II-X-2 and Class II-X-3 Certificates
Exhibit A-10 - Form of Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates
Exhibit A-11 - [Reserved]
Exhibit A-12 - [Reserved]
Exhibit A-13 - [Reserved]
Exhibit B - Mortgage Loan Schedule
Exhibit C - [Reserved]
Exhibit D - Request for Release of Documents
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G-1 - Form of Treasury Bank Custodial Agreement
Exhibit G-2 - Form of Wells Fargo Bank Custodial Agreement
Exhibit H-1 - Countrywide Servicing Agreement
Exhibit H-2 - EMC Servicing Agreement
Exhibit H-3 - EverHome Servicing Agreement
Exhibit H-4 - First Horizon Servicing Agreement
Exhibit H-5 - GMACM Servicing Agreement
Exhibit H-6 - GreenPoint Servicing Agreement
Exhibit H-7 - Homebanc Servicing Agreement
Exhibit H-8 - HSBC Servicing Agreement
Exhibit H-9 - IndyMac Servicing Agreement
Exhibit H-10 - Mid America Servicing Agreement
Exhibit H-11 - PHH Servicing Agreement
Exhibit H-12 - U.S. Bank Servicing Agreement
Exhibit H-13 - Wells Fargo Servicing Agreement
Exhibit I - Assignment Agreements
Exhibit J - Form of Mortgage Loan Purchase Agreement
Exhibit K - [Reserved]
Exhibit L - Form of Securities Administrator Back-Up Certification
Exhibit M - Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit N - Form of Back-Up Certification
Exhibit O - Form of Trustee Limited Power of Attorney
Exhibit P - Form of Cap Contracts
Exhibit Q - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R - Additional Disclosure Information




                                          POOLING AND SERVICING AGREEMENT

         Pooling and Servicing  Agreement dated as of July 1, 2006, among Structured Asset Mortgage  Investments II
Inc., a Delaware limited liability company, as depositor (the "Depositor"),  Citibank,  N.A., a banking association
organized  under  the laws of the  United  States,  not in its  individual  capacity  but  solely as  trustee  (the
"Trustee"),  Wells Fargo Bank, National Association,  as master servicer (in such capacity,  the "Master Servicer")
and as securities administrator (in such capacity, the "Securities  Administrator"),  and EMC Mortgage Corporation,
as sponsor (in such capacity, the "Sponsor") and as company (in such capacity, the "Company").

                                               PRELIMINARY STATEMENT

         On or prior to the Closing  Date,  the  Depositor  acquired  the Mortgage  Loans from the Sponsor.  On the
Closing Date,  the Depositor  will sell the Mortgage Loans and certain other property to the Trust Fund and receive
in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund.

         The Securities  Administrator on behalf of the Trustee shall make an election for the assets  constituting
REMIC I to be  treated  for  federal  income tax  purposes  as a REMIC.  On the  Startup  Day,  the REMIC I Regular
Interests will be designated "regular interests" in such REMIC.

         The Securities  Administrator on behalf of the Trustee shall make an election for the assets  constituting
REMIC II to be treated  for  federal  income tax  purposes as a REMIC.  On the  Startup  Day,  the REMIC II Regular
Interests will be designated "regular interests" in such REMIC.

         The Securities  Administrator on behalf of the Trustee shall make an election for the assets  constituting
REMIC III to be treated  for federal  income tax  purposes as a REMIC.  On the Startup  Day,  the REMIC III Regular
Interests will be designated "regular interests" in such REMIC.

         The Securities  Administrator on behalf of the Trustee shall make an election for the assets  constituting
REMIC IV to be treated  for  federal  income tax  purposes as a REMIC.  On the  Startup  Day,  the REMIC IV Regular
Interest will be designated the "regular interest" in such REMIC.

         The Class R  Certificates will evidence ownership of the "residual  interest" in each of REMIC I, REMIC II
and REMIC III.  The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV.

         The Group I Loans will have an Outstanding  Principal  Balance as of the Cut-off Date, after deducting all
Scheduled  Principal  due on or before  the  Cut-off  Date,  of  $1,038,129,833.38  The Group II Loans will have an
Outstanding  Principal  Balance as of the Cut-off Date,  after  deducting all Scheduled  Principal due on or before
the Cut-off Date, of $374,957,544.17.

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

                                                     ARTICLE I
                                                    Definitions

         Whenever used in this Agreement,  the following words and phrases,  unless otherwise expressly provided or
unless the context otherwise requires, shall have the meanings specified in this Article.

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

         Account:  The  Distribution  Account,  the  Protected  Account,  the Reserve  Fund or the Class XP Reserve
Account, as the context may require.

         Accrued  Certificate  Interest:  For any Group II  Certificate  for any  Distribution  Date,  the interest
accrued  during  the  related  Interest  Accrual  Period at the  applicable  Pass-Through  Rate on the  Certificate
Principal  Balance or Notional  Amount,  as  applicable,  of such Group II  Certificate  immediately  prior to such
Distribution  Date, on the basis of a 360-day year  consisting of twelve 30-day  months,  less (i) in the case of a
Group II Senior  Certificate,  such  Certificate's  share of any Net Interest  Shortfall from the Group II Mortgage
Loans and, after the Cross-Over  Date, the interest  portion of any Realized Losses on the Group II Mortgage Loans,
in each case  allocated  thereto in accordance  with  Section 6.04  and (ii) in the case of a Group II  Subordinate
Certificate,  such  Certificate's  share of any Net  Interest  Shortfall  from the Group II Mortgage  Loans and the
interest  portion  of any  Realized  Losses on the Group II  Mortgage  Loans,  in each case  allocated  thereto  in
accordance with Section 6.04.

         Additional Disclosure:  As defined in Section 3.18(a)(v).

         Additional Form 10-D Disclosure:  As defined in Section 3.18(a)(i).

         Additional Form 10-K Disclosure:  As defined in Section 3.18(a)(iv).

         Affiliate:  As to any Person,  any other Person  controlling,  controlled by or under common  control with
such Person.  "Control" means the power to direct the management and policies of a Person,  directly or indirectly,
whether through  ownership of voting  securities,  by contract or otherwise.  "Controlled" and  "Controlling"  have
meanings  correlative to the foregoing.  The Trustee may conclusively  presume that a Person is not an Affiliate of
another Person unless a Responsible Officer of the Trustee has actual knowledge to the contrary.

         Agreement:  This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

         Allocable  Share:  With  respect to any Class of Group II  Subordinate  Certificates  on any  Distribution
Date,  an amount  equal to such Class' pro rata share  (based on the  Certificate  Principal  Balance of each Class
entitled  thereto) of the  Subordinate  Optimal  Principal  Amount;  provided,  however,  that no Class of Group II
Subordinate  Certificates  (other than the Class of Group II  Subordinate  Certificates  with the lowest  numerical
designation)  shall be entitled on any Distribution Date to receive  distributions  pursuant to clauses (ii), (iii)
and (v) of the  definition  of  Subordinate  Optional  Principal  Amount unless the Class  Prepayment  Distribution
Trigger for the related Class is satisfied for such Distribution  Date.  Notwithstanding  the foregoing,  if on any
Distribution  Date the Certificate  Principal  Balance of any Class of Group II Subordinate  Certificates for which
the related Class Prepayment  Distribution  Trigger was satisfied on such Distribution Date is reduced to zero, any
amounts  distributable  to such Class  pursuant to clauses (ii),  (iii) and (v) of the  definition  of  Subordinate
Optimal  Principal  Amount to the extent of such Class's  remaining  Allocable  Share,  shall be distributed to the
remaining  Classes of Group II Subordinate  Certificates  in reduction of their  respective  Certificate  Principal
Balances.

         Applicable  Credit Rating:  For any long-term  deposit or security,  a credit rating of AAA in the case of
S&P or Aaa in the case of Moody's  (or with  respect to  investments  in money  market  funds,  a credit  rating of
"AAAm" or "AAAm-G" in the case of S&P and the highest  rating  given by Moody's for money  market funds in the case
of  Moody's).  For any  short-term  deposit or  security,  or a rating of A-l+ in the case of S&P or Prime-1 in the
case of Moody's.

         Applicable  State Law: For purposes of  Section 9.12(d),  the Applicable State Law shall be (a) the law of
the State of New York and (b) such other state law whose  applicability  shall have been  brought to the  attention
of the Securities  Administrator and the Trustee by either (i) an Opinion of Counsel  reasonably  acceptable to the
Securities  Administrator and the Trustee delivered to it by the Master Servicer or the Depositor,  or (ii) written
notice from the appropriate taxing authority as to the applicability of such state law.

         Applied  Realized  Loss  Amount:  With  respect  to any  Distribution  Date and a Class of Group I Offered
Certificates  and Class I-B-3  Certificates,  the sum of the  Realized  Losses with respect to the Group I Mortgage
Loans,  which are to be applied in reduction of the Certificate  Principal Balance of such Class of Group I Offered
Certificates  pursuant to this  Agreement in an amount  equal to the amount,  if any, by which,  (i) the  aggregate
Certificate  Principal  Balance of all of the Group I Certificates  (after all  distributions  of principal on such
Distribution  Date) exceeds (ii) the aggregate  Stated  Principal  Balance of all of the Group I Mortgage Loans for
such  Distribution  Date.  The  Applied  Realized  Loss  Amount  shall  be  allocated  first  to  the  Class  I-B-3
Certificates,  the Class I-B-2  Certificates,  the Class I-B-1  Certificates,  the Class I-M-2 Certificates and the
Class I-M-1 Certificates,  in that order (so long as their respective  Certificate Principal Balances have not been
reduced to zero),  and  thereafter  the Applied  Realized  Loss Amount with respect to the Group I Mortgage  Loans,
shall be  allocated  first to the Class  I-A-2  Certificates  and then to the Class I-A-1  Certificates,  until the
Certificate Principal Balance of each such Class has been reduced to zero.

         Appraised  Value:  For any  Mortgaged  Property  related to a Mortgage  Loan,  the amount set forth as the
appraised  value of such  Mortgaged  Property in an appraisal made for the mortgage  originator in connection  with
its origination of the related Mortgage Loan.

         Assessment of Compliance:  As defined in Section 3.17.

         Assignment  Agreements:  The  agreements  attached  hereto as Exhibit I, whereby the Servicing  Agreements
and related  Recognition  Agreements  (as defined  therein),  if  applicable,  were assigned to the Trustee for the
benefit of the Certificateholders.

         Assumed Final  Distribution  Date: With respect to each class of Offered  Certificates,  the  Distribution
Date occurring in August 2036, or if such day is not a Business Day, the next succeeding Business Day.

         Attestation Report:  As defined in Section 3.17.

         Attesting Party:  As defined in Section 3.17.

         Available  Funds:  With  respect  to any  Distribution  Date and Loan  Group II,  an  amount  equal to the
aggregate of the following  amounts with respect to the Group II Mortgage Loans:  (a) all previously  undistributed
payments on account of principal  (including the principal  portion of Scheduled  Payments,  Principal  Prepayments
and the principal  portion of Net  Liquidation  Proceeds) and all previously  undistributed  payments on account of
interest  received  after the  Cut-off  Date and on or prior to the  related  Determination  Date,  (b) any Monthly
Advances  and  Compensating  Interest  Payments  by the  Servicer  or the  Master  Servicer  with  respect  to such
Distribution  Date and (c) any  reimbursed  amount in connection  with losses on investments of deposits in certain
eligible investments in respect of the Group II Mortgage Loans, except:

                  (i)      all payments that were due on or before the Cut-off Date;

                  (ii)     all  Principal  Prepayments  and  Liquidation  Proceeds  received  after the  applicable
Prepayment Period;

                  (iii)    all  payments,  other  than  Principal  Prepayments,  that  represent  early  receipt of
Scheduled Payments due on a date or dates subsequent to the related Due Date;

                  (iv)     amounts  received  on  particular  Mortgage  Loans  as late  payments  of  principal  or
interest and respecting which, and to the extent that, there are any unreimbursed Monthly Advances;

                  (v)      amounts representing Monthly Advances determined to be Nonrecoverable Advances;

                  (vi)     any investment  earnings on amounts on deposit in the  Distribution  Account and amounts
permitted to be withdrawn from the Distribution Account pursuant to this Agreement;

                  (vii)    amounts  needed to pay the  Servicing  Fees or to  reimburse  any Servicer or the Master
Servicer for amounts due under the  Servicing  Agreement and the Agreement to the extent such amounts have not been
retained by, or paid previously to, such Servicer or the Master Servicer;

                  (viii)   amounts  applied  to pay any fees  with  respect  to any  lender-paid  primary  mortgage
insurance policy; and

                  (ix)     any  expenses  or  other  amounts  reimbursable  to  the  Servicers,  the  Trustee,  the
Securities Administrator, the Master Servicer and any Custodian pursuant to Section 7.04(c) or Section 9.05.

         Back-Up Certification:  As defined in Section 3.18(a)(iv).

         Bankruptcy Code:  The United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§ 101-1330.

         Bankruptcy  Loss:  With respect to any Mortgage  Loan, any Deficient  Valuation or Debt Service  Reduction
related to such Mortgage Loan as reported by the Servicer to the Master Servicer.

         Basis Risk  Shortfall:  With respect to any  Distribution  Date and the Class I-A, Class I-M and Class I-B
Certificates  for which the  Pass-Through  Rate is based  upon the Net Rate Cap,  the  excess,  if any,  of (a) the
amount of Current  Interest that such Class would have been entitled to receive on such  Distribution  Date had the
applicable  Pass-Though  Rate been  calculated at a per annum rate equal to the lesser of (i) One-Month  LIBOR plus
the related Margin and (ii) 11.50%  over (b) the amount of Current  Interest on such Class of Offered  Certificates
calculated using a Pass-Though Rate equal to the Net Rate Cap for such Distribution Date.

         Basis Risk  Shortfall  Carry  Forward  Amount:  With respect to any  Distribution  Date and the Class I-A,
Class I-M and Class I-B  Certificates,  the sum of the Basis  Risk  Shortfall  for such  Distribution  Date and the
Basis Risk Shortfall for all previous  Distribution  Dates not  previously  paid from any source  including  Excess
Cashflow and payments  under the Cap  Contracts,  together with  interest  thereon at a rate equal to the lesser of
(i) One-Month LIBOR plus the related Margin and (ii) 11.50%, for such Distribution Date.

         Book-Entry Certificates:  Initially, the Senior Certificates and Offered Subordinate Certificates.

         Business  Day:  Any day other than (i) a  Saturday or a Sunday,  or (ii) a day on which the New York Stock
Exchange or Federal Reserve is closed or on which banking  institutions  in any  jurisdiction in which the Trustee,
the Master Servicer,  Custodian,  any Servicer or the Securities  Administrator  are authorized or obligated by law
or executive order to be closed.
         Cap  Contract:  With respect to any of the Class  I-A-1,  Class I-A-2,  Class  I-M-1,  Class I-M-2,  Class
I-B-1,  Class I-B-2 or Class I-B-3  Certificates,  the respective cap contracts,  dated as of July 31 2006, between
the Trustee,  on behalf of the Trust for the benefit of the Class I-A-1,  Class  I-A-2,  Class I-M-1,  Class I-M-2,
Class I-B-1,  Class I-B-2 or Class I-B-3  Certificateholders,  as the case may be, and the  Counterparty,  together
with any scheduling, confirmations or other agreements related thereto, attached hereto as Exhibit P.

         Cap  Contract  Payment  Amount:  With respect to any  Distribution  Date and a Cap  Contract,  the amounts
received from such Cap Contract, if any, on such Distribution Date.

         Certificate:  Any mortgage  pass-through  certificate  evidencing a beneficial  ownership  interest in the
Trust Fund signed and  countersigned by the Securities  Administrator in substantially  the forms annexed hereto as
Exhibits  A-1,  A-2,  A-3,  A-4,  A-5-1,  A-5-2,  A-6,  A-7,  A-8,  A-9,  A-10 and A-13  with  the  blanks  therein
appropriately completed.

         Certificate  Owner:  Any Person who is the  beneficial  owner of a  Certificate  registered in the name of
the Depository or its nominee.

         Certificate  Principal  Balance:  With respect to any  Certificate  (other than the Class II-X,  Class XP,
Class B-IO, Class R or Class R-X  Certificates) as of any Distribution  Date, the initial  principal amount of such
Certificate  plus, in the case of a Subordinate  Certificates,  any Subsequent  Recoveries added to the Certificate
Principal  Balance of such  Certificates  pursuant to Section 6.03 or Section 6.04  hereof,  and reduced by (i) all
amounts  distributed on previous  Distribution Dates on such Certificate with respect to principal,  (ii) solely in
the case of the Group II  Certificates,  the principal  portion of all Realized  Losses (other than Realized Losses
resulting from Debt Service  Reductions)  allocated prior to such  Distribution  Date to such  Certificate,  taking
account of the applicable Loss  Allocation  Limitation,  (iii) solely in the case of the Group I Certificates,  any
Applied  Realized Loss Amounts  allocated to such Class on previous  Distribution  Dates, and (iv) in the case of a
Group II  Subordinate  Certificate,  such  Certificate's  pro rata share,  if any, of the  Subordinate  Certificate
Writedown  Amount for previous  Distribution  Dates.  With respect to any Class of  Certificates,  the  Certificate
Principal  Balance thereof will equal the sum of the  Certificate  Principal  Balances of all  Certificates in such
Class.  The  initial  Certificate  Principal  Balance  (if any) for each  Class  of  Certificates  is set  forth in
Section 5.01(c)(iv).

         Certificate Register:  The register maintained pursuant to Section 5.02.

         Certificateholder:  A Holder of a Certificate.

         Certification Parties:  As defined in Section 3.18(a)(iv).

         Certifying Person:  As defined in Section 3.18(a)(iv).

         Class:  With respect to the  Certificates,  any of Class I-A-1,  Class  I-A-2,  Class I-M-1,  Class I-M-2,
Class I-B-1,  Class I-B-2,  Class I-B-3,  Class I-XP, Class B-IO,  Class R, Class R-X, Class II-A-1,  Class II-A-2,
Class II-A-3, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates.

         Class A Certificates:  The Class I-A Certificates and the Class II-A Certificates.

         Class B Certificates:  The Class I-B Certificates and the Class II-B Certificates.

         Class B-IO Advances:  As defined in Section 6.01(b).

         Class B-IO  Distribution  Amount:  With respect to any  Distribution  Date,  the Current  Interest for the
Class B-IO Certificates for such Distribution Date (which shall be deemed  distributable  with respect to REMIC III
Regular  Interest  B-IO-I);  provided,  however,  that on and after the  Distribution  Date on which the  aggregate
Certificate  Principal  Balance of the Group I Certificates  has been reduced to zero, the Class B-IO  Distribution
Amount shall include the  Overcollateralization  Amount (which shall be deemed  distributable,  first, with respect
to the REMIC III Regular  Interest B-IO-I in respect of accrued and unpaid interest  thereon until such accrued and
unpaid  interest shall have been reduced to zero and,  thereafter,  with respect to the REMIC III Regular  Interest
B-IO-P in respect of the principal balance thereof).

         Class B-IO  Pass-Through  Rate: With respect to the Class B-IO  Certificates and any Distribution  Date or
the REMIC III  Regular  Interest  B-IO-I,  a per annum rate equal to the percentage  equivalent of a fraction,  the
numerator  of which is the sum of the  amounts  calculated  pursuant  to clauses  (1)  through  (3) below,  and the
denominator of which is the aggregate  Uncertificated  Principal  Balance of the REMIC II  Regular  Interests.  For
purposes of calculating  the  Pass-Through  Rate for the Class B-IO-I  Certificates,  the numerator is equal to the
sum of the following components:

         1. the  Uncertificated  Pass-Through  Rate for REMIC II  Regular  Interest LT1 minus the Marker Rate,  applied to a
         notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT1;

         2. the  Uncertificated  Pass-Through  Rate for REMIC II  Regular  Interest LT2 minus the Marker Rate,  applied to a
         notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT2; and

         3. the  Uncertificated  Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the Marker Rate, applied to
         a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT4.

         Class I-A Certificates: The Class I-A-1 Certificates and Class I-A-2 Certificates.

         Class I-A Principal  Distribution  Amount:  For any Distribution  Date, an amount equal to the excess,  if
any,  of  (i) the  Certificate  Principal  Balance  of  the  Class  I-A  Certificates  immediately  prior  to  such
Distribution  Date over  (ii) the  excess of (a) the  aggregate  Stated  Principal  Balance of the Group I Mortgage
Loans for such  Distribution  Date over (b) the product of (1) the  aggregate Stated Principal Balance of the Group
I  Mortgage  Loans  for such  Distribution  Date  and  (2) the  sum of  (x)15.30%  and  (y) the  Current  Specified
Overcollateralization Percentage for such Distribution Date.

         Class I-B Certificates: The Class I-B-1, Class I-B-2 and   Class I-B-3 Certificates.

         Class I-B-1 Principal  Distribution  Amount:  For any Distribution Date, an amount equal to the excess, if
any,  of  (i) the  Certificate  Principal  Balance  of the  Class  I-B-1  Certificates  immediately  prior  to such
Distribution  Date over  (ii) the  excess of (a) the  aggregate  Stated  Principal  Balance of the Group I Mortgage
Loans for such  Distribution  Date over  (b) the  sum of  (1) the  Certificate  Principal  Balance of the Class I-A
Certificates  (after  taking  into  account  the  payment of the Class I-A  Principal  Distribution  Amount on such
Distribution  Date),  (2) the  Certificate  Principal  Balance of the Class I-M-1  Certificates  (after taking into
account  the  payment  of the Class  I-M-1  Principal  Distribution  Amount  on such  Distribution  Date),  (3) the
Certificate  Principal Balance of the Class I-M-2 Certificates  (after taking into account the payment of the Class
I-M-2 Principal  Distribution  Amount on such  Distribution  Date) and (4) the product of (x) the  aggregate Stated
Principal  Balance  of the Group I  Mortgage  Loans for such  Distribution  Date and  (y) the  sum of 2.20% and the
Current Specified Overcollateralization Percentage for such Distribution Date.

         Class I-B-2 Principal  Distribution  Amount:  For any Distribution Date, an amount equal to the excess, if
any,  of  (i) the  Certificate  Principal  Balance  of the  Class  I-B-2  Certificates  immediately  prior  to such
Distribution  Date over  (ii) the  excess of (a) the  aggregate  Stated  Principal  Balance of the Group I Mortgage
Loans for such  Distribution  Date over  (b) the  sum of  (1) the  Certificate  Principal  Balance of the Class I-A
Certificates  (after  taking  into  account  the  payment of the Class I-A  Principal  Distribution  Amount on such
Distribution  Date),  (2) the  Certificate  Principal  Balance of the Class I-M-1  Certificates  (after taking into
account  the  payment  of the Class  I-M-1  Principal  Distribution  Amount  on such  Distribution  Date),  (3) the
Certificate  Principal Balance of the Class I-M-2 Certificates  (after taking into account the payment of the Class
I-M-2 Principal  Distribution  Amount on such  Distribution  Date),  (4) the  Certificate  Principal Balance of the
Class I-B-1 Certificates  (after taking into account the payment of the Class I-B-1 Principal  Distribution  Amount
on such  Distribution  Date),  and (5) the product of (x) the  aggregate  Stated  Principal  Balance of the Group I
Mortgage   Loans   for  such   Distribution   Date  and   (y) the   sum  of  1.20%   and  the   Current   Specified
Overcollateralization Percentage for such Distribution Date.

         Class I-B-3 Principal  Distribution  Amount:  For any Distribution Date, an amount equal to the excess, if
any,  of  (i) the  Certificate  Principal  Balance  of the  Class  I-B-3  Certificates  immediately  prior  to such
Distribution  Date over  (ii) the  excess of (a) the  aggregate  Stated  Principal  Balance of the Group I Mortgage
Loans for such  Distribution  Date over  (b) the  sum of  (1) the  Certificate  Principal  Balance of the Class I-A
Certificates  (after  taking  into  account  the  payment of the Class I-A  Principal  Distribution  Amount on such
Distribution  Date),  (2) the  Certificate  Principal  Balance of the Class I-M-1  Certificates  (after taking into
account  the  payment  of the Class  I-M-1  Principal  Distribution  Amount  on such  Distribution  Date),  (3) the
Certificate  Principal Balance of the Class I-M-2 Certificates  (after taking into account the payment of the Class
I-M-2 Principal  Distribution  Amount on such  Distribution  Date),  (4) the  Certificate  Principal Balance of the
Class I-B-1 Certificates  (after taking into account the payment of the Class I-B-1 Principal  Distribution  Amount
on such Distribution  Date),  (5) the  Certificate  Principal Balance of the Class I-B-2 Certificates (after taking
into account the payment of the Class I-B-2 Principal  Distribution  Amount on such Distribution Date), and (6) the
product of (x) the  aggregate Stated  Principal  Balance of the Group I Mortgage Loans for such  Distribution  Date
and (y) the Current Specified Overcollateralization Percentage for such Distribution Date.

         Class I-M Certificates: The Class I-M-1 Certificates and the Class I-M-2 Certificates.

         Class I-M-1 Principal  Distribution  Amount:  For any Distribution Date, an amount equal to the excess, if
any,  of  (i) the  Certificate  Principal  Balance  of the  Class  I-M-1  Certificates  immediately  prior  to such
Distribution  Date over  (ii) the  excess of (a) the  aggregate  Stated  Principal  Balance of the Group I Mortgage
Loans for such  Distribution  Date over  (b) the  sum of  (1) the  Certificate  Principal  Balance of the Class I-A
Certificates  (after  taking  into  account  the  payment of the Class I-A  Principal  Distribution  Amount on such
Distribution  Date) and  (2) the  product of (x) the  aggregate  Stated  Principal  Balance of the Group I Mortgage
Loans   for  such   Distribution   Date  and   (y) the   sum  of   (I) 9.30%   and   (II) the   Current   Specified
Overcollateralization Percentage for such Distribution Date.

         Class I-M-2 Principal  Distribution  Amount:  For any Distribution Date, an amount equal to the excess, if
any,  of  (i) the  Certificate  Principal  Balance  of the  Class  I-M-2  Certificates  immediately  prior  to such
Distribution  Date over  (ii) the  excess of (a) the  aggregate  Stated  Principal  Balance of the Group I Mortgage
Loans for such  Distribution  Date over  (b) the  sum of  (1) the  Certificate  Principal  Balance of the Class I-A
Certificates  (after  taking  into  account  the  payment of the Class I-A  Principal  Distribution  Amount on such
Distribution  Date),  (2) the  Certificate  Principal  Balance of the Class I-M-1  Certificates  (after taking into
account  the  payment of the Class  I-M-1  Principal  Distribution  Amount on such  Distribution  Date) and (3) the
product of (x) the  aggregate Stated  Principal  Balance of the Group I Mortgage Loans for such  Distribution  Date
and  (y) the  sum  of  (I) 5.10%  and  (II) the  Current  Specified   Overcollateralization   Percentage  for  such
Distribution Date.

         Class II-A Certificates:  The Class II-A-1 Certificates and the Class II-A-2 Certificates.

         Class II-B Certificates:  The Class II-B-1,  Class II-B-2,  Class II-B-3,  Class II-B-4,  Class II-B-5 and
Class II-B-6 Certificates.

         Class II-X Certificates:  The Class II-X-1, Class II-X-2 and Class II-X-3 Certificates.

         Class  Prepayment  Distribution  Trigger:  For a  Class  of  Group  II  Subordinate  Certificates  for any
Distribution  Date,  the  Class Prepayment  Distribution  Trigger is  satisfied  if the  fraction  (expressed  as a
percentage),  the  numerator  of which is the  aggregate  Certificate  Principal  Balance  of such  Class  and each
Class of Group II Subordinate  Certificates subordinate thereto, if any, and the denominator of which is the Stated
Principal  Balance  of all of the Group II  Mortgage  Loans as of the  related  Due Date,  equals or  exceeds  such
percentage calculated as of the Closing Date.

         Class R  Certificate:  Any of the  Class R  Certificates  substantially  in the  form  annexed  hereto  as
Exhibit A-5-1 and evidencing  ownership of interests  designated as "residual  interests" in REMIC I,  REMIC II and
REMIC III for purposes of the REMIC  Provisions.  Component I  of the Class R  Certificates  is  designated  as the
sole class of "residual  interest" in REMIC I,  Component II  of the Class R Certificates is designated as the sole
class of "residual  interest" in REMIC II and  Component III  of the Class R Certificates is designated as the sole
class of "residual interest" in REMIC III.

         Class R-X  Certificates:  Any of the Class R-X  Certificates  substantially  in the form annexed hereto as
Exhibit  A-5-2  and  evidencing  ownership  of the  "residual  interest"  in  REMIC IV  for  purposes  of the REMIC
Provisions.

         Class XP  Reserve  Account:  The  account  established  and  maintained  by the  Securities  Administrator
pursuant to Section 4.07 hereof.

         Closing Date:  July 31, 2006.

         Code:  The Internal Revenue Code of 1986, as amended.

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

         Compensating Interest Payment:  As defined in Section 6.09.

         Corporate  Trust  Office:  The  designated  office  of  the  Trustee  or  Securities   Administrator,   as
applicable,  where at any particular  time its respective  corporate  trust business with respect to this Agreement
shall be  administered.  The Corporate  Trust Office of the Trustee at the date of the execution of this  Agreement
is located at 388 Greenwich Street,  14th Floor, New York, New York 10013,  Attention:  Structured Finance Agency &
Trust BSALTA 2006-5.  The Corporate  Trust Office of the Securities  Administrator  at the date of the execution of
this Agreement is located at 9062 Old Annapolis Road, Columbia,  Maryland 21045, Attention:  Corporate Trust Group,
BSALTA 2006-5.  For the purpose of  registration  and transfer and exchange only, the Corporate Trust Office of the
Securities  Administrator  shall be located at Sixth Street and Marquette  Avenue,  Minneapolis,  Minnesota  55479,
Attention: Corporate Trust Group, BSALTA 2006-5.

         Counterparty:  Bear  Stearns  Financial  Products  Inc.,  and  any  successor  thereto,  or any  successor
counterparty under the Cap Contracts.

         Countrywide:  Countrywide Home Loans Servicing LP, and its successor in interest.

         Countrywide  Servicing Agreement:  The Seller's Warranties and Servicing Agreement,  dated as of September
1, 2002,  as amended by  Amendment  No. 1, dated as of January 1, 2003,  Amendment  No. 2, dated as of September 1,
2004, and Amendment No. 3, dated as of January 1, 2006,  between  Countrywide  and EMC,  attached hereto as Exhibit
H-1.

         Cross-Over  Date: The first  Distribution  Date on which the aggregate  Certificate  Principal  Balance of
the Group II Subordinate Certificates has been reduced to zero.

         Current  Interest:  As of  any  Distribution  Date,  with  respect  to  each  Class  of  Group  I  Offered
Certificates and the Class I-B-3  Certificates,  (i) the interest accrued on the Certificate  Principal  Balance or
Notional Amount,  as applicable,  during the related Interest  Accrual Period at the applicable  Pass-Through  Rate
plus any amount  previously  distributed with respect to interest for such Certificate that has been recovered as a
voidable  preference by a trustee in bankruptcy  minus (ii) the sum of (a) any  Prepayment  Interest  Shortfall for
such  Distribution  Date,  to the extent not covered by  Compensating  Interest  Payments  and  (b) any  shortfalls
resulting  from the  application  of the Relief Act during the  related  Due Period;  provided,  however,  that for
purposes of  calculating  Current  Interest for any such Class,  amounts  specified in clauses  (ii)(a) and (ii)(b)
hereof for any such  Distribution  Date shall be  allocated  first to the Class B-IO  Certificates  and the Class R
Certificates in reduction of amounts  otherwise  distributable to such  Certificates on such  Distribution Date and
then any excess shall be allocated to each other Class of  Certificates  pro rata based on the  respective  amounts
of interest accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.

         Current Specified  Enhancement  Percentage:  For any Distribution Date, a percentage  obtained by dividing
(x) the  sum of (i) the  aggregate  Certificate  Principal  Balance  of the Group I  Subordinate  Certificates  and
(ii) the  Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount
on such  Distribution  Date, by (y) the  aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
end of the related Due Period.

         Current  Specified   Overcollateralization   Percentage:   For  any  Distribution   Date,  the  percentage
equivalent of a fraction,  the numerator of which is the  Overcollateralization  Target Amount, and the denominator
of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date.

         Custodial  Agreement:  As applicable,  (i) the custodial  agreement,  dated as of the Closing Date,  among
the Trustee,  Structured Asset Mortgage Investments II Inc., as company, Wells Fargo Bank, National Association, as
Master Servicer and Securities  Administrator,  and Wells Fargo Bank,  National  Association,  as Custodian or (ii)
the custodial agreement dated as of the Closing Date, among the Trustee,  Structured Asset Mortgage  Investments II
Inc.,  as company,  Wells Fargo,  National  Association,  as Master  Servicer  and  Securities  Administrator,  and
Treasury Bank, A Division of Countrywide  Bank,  N.A., as Custodian,  each  substantially  in the form of Exhibit G
hereto.

         Custodian:  As  applicable,  (i) Wells  Fargo  Bank,  National  Association,  or any  successor  custodian
appointed  pursuant to the provisions hereof and of the related Custodial  Agreement,  with respect to the Mortgage
Loans  set  forth on  Schedule  I to the  related  Custodial  Agreement,  or  (ii) Treasury  Bank,  a  Division  of
Countrywide Bank, N.A., or any successor  custodian  appointed pursuant to the provisions hereof and of the related
Custodial  Agreement,  with  respect  to the  Mortgage  Loans  set forth on  Schedule  I to the  related  Custodial
Agreement.

         Cut-off Date:  July 1, 2006.

         Cut-off Date Balance:  $1,413,087,378.55

         Debt Service  Reduction:  Any  reduction of the Scheduled  Payments  which a Mortgagor is obligated to pay
with  respect to a Mortgage  Loan as a result of any  proceeding  under the  Bankruptcy  Code or any other  similar
state law or other proceeding.

         Deficient  Valuation:  With respect to any  Mortgage  Loan,  a valuation  of the  Mortgaged  Property by a
court of competent  jurisdiction in an amount less than the then outstanding  indebtedness under the Mortgage Loan,
which  valuation  results from a proceeding  initiated  under the Bankruptcy Code or any other similar state law or
other proceeding.

         Delinquent:  A Mortgage  Loan is  "Delinquent"  if any  payment  due  thereon is not made  pursuant to the
terms of such  Mortgage  Loan by the close of business on the day such  payment is  scheduled to be due. A Mortgage
Loan is "30 days  delinquent"  if such  payment  has not been  received by the close of business on the last day of
the month  immediately  succeeding  the month in which such payment was due. For  example,  a Mortgage  Loan with a
payment due on December 1 that  remained  unpaid as of the close of business on January 31 would then be considered
to be 30 to 59 days delinquent. Similarly for "60 days delinquent," "90 days delinquent" and so on.

         Depositor:  Structured Asset Mortgage  Investments II Inc., a Delaware limited liability  company,  or its
successors in interest.

         Depositor Information:  As defined in Section 3.18(c).

         Depository:  The Depository Trust Company, the nominee of which is Cede & Co., or any successor thereto.

         Depository Agreement:  The meaning specified in Section 5.01(a) hereof.

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

         Designated  Depository  Institution:  A depository  institution  (commercial  bank,  federal savings bank,
mutual  savings  bank or savings and loan  association)  or trust  company  (which may include  the  Trustee),  the
deposits of which are fully insured by the FDIC to the extent provided by law.

         Determination  Date:  With  respect  to each  Mortgage  Loan,  the  Determination  Date as  defined in the
Servicing Agreement.

         Disqualified  Organization:  Any  of  the  following:  (i) the  United  States,  any  State  or  political
subdivision  thereof,  any  possession  of the  United  States,  or any  agency  or  instrumentality  of any of the
foregoing  (other than an  instrumentality  which is a corporation if all of its activities are subject to tax and,
except for the Freddie Mac or any successor  thereto,  a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international  organization,  or any agency or instrumentality
of  any  of  the  foregoing,  (iii) any  organization  (other  than  certain  farmers'  cooperatives  described  in
Section 521  of the Code) which is exempt from the tax imposed by Chapter 1 of the Code  (including the tax imposed
by Section 511 of the Code on unrelated business taxable income),  (iv) rural  electric and telephone  cooperatives
described in  Section 1381(a)(2)(C)  of the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an  ownership  interest in a Residual  Certificate  by such Person may cause
any 2006-5 REMIC  contained in the Trust or any Person  having an  ownership  interest in the Residual  Certificate
(other than such Person) to incur a liability  for any federal tax imposed  under the Code that would not otherwise
be imposed but for the  transfer of an  ownership  interest in a Residual  Certificate  to such  Person.  The terms
"United States," "State" and "international  organization" shall have the meanings set forth in Section 7701 of the
Code or successor provisions.

         Distribution   Account:   The  trust  account  or  accounts  created  and  maintained  by  the  Securities
Administrator  pursuant to Section 4.04,  which shall be denominated  "Citibank,  N.A., as Trustee f/b/o holders of
Structured  Asset  Mortgage  Investments  II  Inc.,  Bear  Stearns  ALT-A  Trust  2006-5,   Mortgage   Pass-Through
Certificates, Series 2006-5 - Distribution Account."  The Distribution Account shall be an Eligible Account.

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

         Distribution  Date: The 25th day of any month,  beginning in the month immediately  following the month of
the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately following.

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

         DTC  Custodian:  Wells Fargo Bank,  National  Association,  or its successors in interest as custodian for
the Depository.

         Due Date:  With respect to each Mortgage  Loan,  the date in each month on which its Scheduled  Payment is
due if such due date is the  first  day of a month and  otherwise  is  deemed to be the first day of the  following
month or such other date specified in the related Servicing Agreement.

         Due Period:  With respect to any  Distribution  Date and each Mortgage Loan, the period  commencing on the
second day of the month  preceding  the  calendar  month in which the  Distribution  Date  occurs and ending at the
close of business on the first day of the month in which the Distribution Date occurs.

         EDGAR:  As defined in Section 3.18.

         Eligible  Account:  Any  of  (i) a  segregated  account  maintained  with a  federal  or  state  chartered
depository  institution  (A) the  short-term  obligations of which are rated A-1 or better by Standard & Poor's and
P-1 by Moody's at the time of any deposit  therein or  (B) insured  by the FDIC (to the limits  established by such
Corporation),  the uninsured  deposits in which account are otherwise secured such that, as evidenced by an Opinion
of Counsel  (obtained by the Person  requesting that the account be held pursuant to this clause  (i)) delivered to
the Securities  Administrator prior to the establishment of such account, the Certificateholders  will have a claim
with respect to the funds in such account and a perfected first priority  security  interest against any collateral
(which  shall be limited to  Permitted  Investments,  each of which shall  mature not later than the  Business  Day
immediately  preceding the  Distribution  Date next  following  the date of  investment  in such  collateral or the
Distribution  Date  if  such  Permitted  Investment  is  an  obligation  of  the  institution  that  maintains  the
Distribution  Account)  securing such funds that is superior to claims of any other depositors or general creditors
of the depository  institution with which such account is maintained,  (ii) a  segregated trust account or accounts
maintained  with a federal or state chartered  depository  institution or trust company with trust powers acting in
its fiduciary  capacity or (iii) a  segregated  account or accounts of a depository  institution  acceptable to the
Rating  Agencies (as evidenced in writing by the Rating  Agencies that use of any such account as the  Distribution
Account will not have an adverse effect on the then-current  ratings  assigned to the Classes of Certificates  then
rated by the Rating Agencies).  Eligible Accounts may bear interest.

         EMC:  EMC Mortgage Corporation, and any successor thereto.

         EMC Servicing  Agreement:  The Servicing  Agreement,  dated as of July 1, 2006,  between  Structured Asset
Mortgage Investments II Inc. and EMC as attached hereto as Exhibit H-2.

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

         Event of Default:  As defined in Section 8.01.

         EverHome:  EverHome Mortgage Company, and any successor thereto.

         EverHome  Servicing  Agreement:  The  Subservicing  Agreement,  dated as of August 1, 2002,  as amended by
Amendment No. 1, dated as of January 1, 2006, between EverHome and EMC, as attached hereto as Exhibit H-3.

         Excess Cashflow:  With respect to any Distribution  Date, the sum of (i) Remaining  Excess Spread for such
Distribution Date and  (ii) Overcollateralization  Release Amount for such Distribution  Date;  provided,  however,
that the Excess Cashflow shall include  Principal Funds on and after the  Distribution  Date on which the aggregate
Certificate  Principal Balance of the Class I-A-1,  Class I-A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2
and Class I-B-3  Certificates  has been reduced to zero (other than Principal  Funds  otherwise  distributed to the
Holders of Class  I-A-1,  Class  I-A-2,  Class  I-M-1,  Class  I-M-2,  Class  I-B-1,  Class  I-B-2 and Class  I-B-3
Certificates on such Distribution Date).

         Excess  Liquidation  Proceeds:  To the extent  that such  amount is not  required by law to be paid to the
related  Mortgagor,  the amount, if any, by which Liquidation  Proceeds with respect to a Liquidated  Mortgage Loan
exceed the sum of (i) the  Outstanding  Principal  Balance of such Mortgage Loan and accrued but unpaid interest at
the  related  Mortgage  Interest  Rate  through  the last day of the month in which the  related  Liquidation  Date
occurs, plus (ii) related Liquidation Expenses.

         Excess Spread:  With respect to any Distribution  Date, the excess,  if any, of (i) the Interest Funds for
such  Distribution  Date over (ii) the sum of the Current Interest on the Group I Offered  Certificates,  the Class
I-B-3  Certificates  and  Interest  Carry  Forward  Amounts  on the  Class I-A  Certificates,  in each case on such
Distribution Date.

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

         Exchange Act Reports:  Any reports  required to be filed pursuant to Sections 3.17,  3.18 and 3.23 of this
Agreement.

         Extra  Principal  Distribution  Amount:  With respect to any  Distribution  Date,  an amount  derived from
Excess Spread equal to the lesser of (i) the excess,  if any, of the  Overcollateralization  Target Amount for such
Distribution Date over the  Overcollateralization  Amount for such Distribution Date and (ii) the Excess Spread for
such Distribution Date.

         Fannie Mae:  Federal National Mortgage Association and any successor thereto.

         FDIC:  Federal Deposit Insurance Corporation and any successor thereto.

         Final  Certification:  The  certification  substantially  in the  form  of  Exhibit Three  to the  related
Custodial Agreement.

         First Horizon: First Horizon Home Loan Corporation, and its successor in interest.

         First  Horizon  Servicing  Agreement:  The  Purchase,  Warranties  and  Servicing  Agreement,  dated as of
September 1, 2003, as amended on May 14, 2004,  June 16, 2005,  August 8, 2005 and December 21, 2005,  between EMC,
First Horizon and First Tennessee Mortgage Services, Inc., attached hereto as Exhibit H-4.

         Fiscal  Quarter:  December 1 through  the last day of  February,  March 1 through  May 31,  June 1 through
August 31, or September 1 through November 30, as applicable.

         Form 8-K Disclosure Information:  As defined in Section 3.18(a)(iii).

         Fractional  Undivided  Interest:  With  respect to any  Class of  Certificates  (other than the Class I-XP
Certificates),  the fractional undivided interest evidenced by any Certificate of such Class the numerator of which
is the  Certificate  Principal  Balance  of such  Certificate  and the  denominator  of  which  is the  Certificate
Principal  Balance of such Class.  With respect to the Class I-XP  Certificates,  the  percentage  interest  stated
thereon.  With respect to the  Certificates  in the  aggregate,  the  fractional  undivided  interest  evidenced by
(i) the Residual  Certificates  will be deemed to equal 1.00% (in the aggregate),  (ii) the Class B-IO Certificates
will be  deemed  to equal  1.00% and  (iii) a  Certificate  of any  other  Class will  be  deemed  to equal  98.00%
multiplied by a fraction,  the numerator of which is the Certificate  Principal Balance of such Certificate and the
denominator of which is the aggregate  Certificate  Principal Balance of all the Certificates  other than the Class
B-IO Certificates.

         Freddie  Mac:  Freddie  Mac,  formerly  the Federal  Home Loan  Mortgage  Corporation,  and any  successor
thereto.

         GMACM: GMAC Mortgage Corporation, and its successor in interest.

         GMACM  Servicing  Agreement:  The Servicing  Agreement,  dated as of May 1,  2001, as amended by Amendment
No. 1,  dated as of October 1, 2001,  Amendment No. 2,  dated as of July 31,  2002, and Amendment No. 3 dated as of
December 20, 2005, between EMC and GMACM, attached hereto as Exhibit H-5.

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

         GreenPoint: GreenPoint Mortgage Funding, Inc., and its successor in interest.

         GreenPoint Servicing Agreement:  The Purchase,  Warranties and Servicing Agreement,  dated as of September
1, 2003, as amended by Amendment No. 1 to the Purchase,  Warranties  and Servicing  Agreement,  dated as of January
1, 2006, between GreenPoint and EMC, attached hereto as Exhibit H-6.

         Gross Margin:  As to each Mortgage Loan, the fixed  percentage set forth in the related  Mortgage Note and
indicated  on the  Mortgage  Loan  Schedule  which  percentage  is added  to the  related  Index  on each  Interest
Adjustment  Date to  determine  (subject  to  rounding,  the minimum and  maximum  Mortgage  Interest  Rate and the
Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.

         Group I  Certificates:  The Group I Senior  Certificates,  the Group I  Subordinate  Certificates  and the
Group I Non-Offered Subordinate Certificates.

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

         Group I Non-Offered Subordinate Certificates: The Class I-B-3, Class I-XP and Class B-IO Certificates.

         Group I  Offered  Certificates:  The  Group I Senior  Certificates  and the  Group I  Offered  Subordinate
Certificates.

         Group I Offered  Subordinate  Certificates:  The Class  I-M-1,  Class  I-M-2,  Class I-B-1 and Class I-B-2
Certificates.

         Group I Senior Certificates: The Class I-A Certificates.

         Group I Significance  Estimate:  With respect to any  Distribution  Date, and in accordance with Item 1115
of Regulation AB, shall be an amount  determined  based on the reasonable  good-faith  estimate by the Depositor of
the aggregate maximum probable exposure of the outstanding Group I Certificates to the related Cap Contract.

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

         Group  I  Subordinate  Certificates:  The  Group  I  Offered  Subordinate  Certificates  and  the  Group I
Non-Offered Subordinate Certificates.

         Group II Certificates: The Group II Senior Certificates and the Group II Subordinate Certificates.

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

         Group  II  Non-Offered  Subordinate  Certificates:  The  Class  II-B-4,  Class  II-B-5  and  Class  II-B-6
Certificates.

         Group II Offered  Certificates:  The Group II Senior  Certificates  and the Group II  Offered  Subordinate
Certificates.

         Group  II  Offered   Subordinate   Certificates:   The  Class  II-B-1,   Class  II-B-2  and  Class  II-B-3
Certificates.

         Group II Senior  Certificates:  The Class II-A-1,  Class II-A-2,  Class II-A-3, Class II-X-1, Class II-X-2
and Class II-X-3 Certificates.

         Group II  Subordinate  Certificates:  The  Group II  Offered  Subordinate  Certificates  and the  Group II
Non-Offered Subordinate Certificates.

         Holder:  The Person in whose name a Certificate is registered in the  Certificate  Register,  except that,
subject to  Sections  11.02(b)  and  11.05(e),  solely  for the  purpose of giving  any  consent  pursuant  to this
Agreement,  any  Certificate  registered  in the  name  of the  Depositor,  the  Master  Servicer,  the  Securities
Administrator  or the Trustee or any Affiliate  thereof shall be deemed not to be  outstanding  and the  Fractional
Undivided  Interest  evidenced  thereby  shall not be taken  into  account in  determining  whether  the  requisite
percentage of Fractional Undivided Interests necessary to effect any such consent has been obtained.

         Homebanc:  HomeBanc Mortgage Corporation, and its successor in interest.

         Homebanc Servicing Agreement:  The Purchase,  Warranties and Servicing  Agreement,  dated as of January 1,
2004, as amended by the Amended and Restated  Amendment No. 1, dated as of January 27, 2006,  between  Homebanc and
EMC, attached hereto as Exhibit H-7.

         HSBC: HSBC Mortgage Corporation (USA), and its successor in interest.

         HSBC Servicing Agreement:  The Amended and Restated Purchase,  Warranties and Servicing  Agreement,  dated
as of  September  1, 2005,  as amended by  Amendment  Reg AB,  dated as of November 7, 2005,  between HSBC and EMC,
attached hereto as Exhibit H-8.

         Indemnified  Persons: The Trustee,  the Master Servicer,  each Custodian and the Securities  Administrator
and their officers,  directors,  agents and employees and, with respect to the Trustee, any separate co-trustee and
its officers, directors, agents and employees.

         Index:  The index,  if any,  specified  in a Mortgage  Note by  reference  to which the  related  Mortgage
Interest Rate will be adjusted from time to time.

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

         IndyMac:  IndyMac Bank, F.S.B., and its successor in interest.

         Indy Mac  Servicing  Agreement:  The Master  Purchase,  Warranties  and Servicing  Agreement,  dated as of
August 1, 2001,  between  IndyMac and EMC, as modified by the  Recognition  Agreement  dated as of July 1, 2006, as
attached hereto as Exhibit H-9.

         Initial  Certification:  The  certification  substantially  in the  form  of  Exhibit  One to the  related
Custodial Agreement.

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

         Insurance  Policy:  With respect to any  Mortgage  Loan,  any  standard  hazard  insurance  policy,  flood
insurance policy or title insurance policy.

         Insurance  Proceeds:  Amounts paid by the insurer  under any Insurance  Policy  covering any Mortgage Loan
or Mortgaged  Property other than amounts required to be paid over to the Mortgagor  pursuant to law or the related
Mortgage Note or Security  Instrument  and other than amounts used to repair or restore the  Mortgaged  Property or
to reimburse  insured  expenses,  including the related  Servicer's costs and expenses  incurred in connection with
presenting claims under the related Insurance Policies.

         Interest  Accrual  Period:   With  respect  to  each  Distribution   Date,  for  each  Class of  Group  II
Certificates,  the  calendar  month  preceding  the month in which such  Distribution  Date  occurs.  The  Interest
Accrual Period for the Group I Offered  Certificates and the Class I-B-3  Certificates  will be the period from and
including  the  preceding  Distribution  Date (or from and  including  the Closing  Date,  in the case of the first
Distribution Date) to and including the day prior to the current Distribution Date.

         Interest  Adjustment  Date:  With respect to a Mortgage Loan,  the date, if any,  specified in the related
Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

         Interest  Carryforward  Amount: As of the first  Distribution Date and with respect to each Class of Group
I Offered Certificates and the Class I-B-3 Certificates,  zero, and for each Distribution Date thereafter,  the sum
of (i) the  excess of  (a) the  Current  Interest  for such Class  with  respect to prior  Distribution  Dates over
(b) the amount  actually  distributed  to such Class of Group I  Certificates  with respect to interest on or after
such prior  Distribution  Dates and  (ii) interest  thereon  (to the extent  permitted  by  applicable  law) at the
applicable  Pass-Through  Rate for such Class for the  related  Interest  Accrual  Period  including  the  Interest
Accrual Period relating to such Distribution Date.

         Interest Funds: For any Distribution Date and Loan Group I, (i) the sum, without  duplication,  of (a) all
scheduled  interest  collected in respect to the related Group I Mortgage  Loans during the related Due Period less
the related  Servicing  Fee,  (b) all  Monthly  Advances  relating to interest  with respect to the related Group I
Mortgage  Loans remitted by the related  Servicer or Master  Servicer,  as  applicable,  on or prior to the related
Distribution  Account Deposit Date,  (c) all  Compensating  Interest  Payments with respect to the Group I Mortgage
Loans and  required to be remitted  by the Master  Servicer  pursuant  to this  Agreement  or the related  Servicer
pursuant to the related Servicing Agreement with respect to such Distribution Date,  (d) Liquidation  Proceeds with
respect to the related Group I Mortgage Loans collected  during the related  Prepayment  Period (or, in the case of
Subsequent  Recoveries,  during  the  related  Due  Period),  to the extent  such  Liquidation  Proceeds  relate to
interest,  (e) all  amounts  relating to interest with respect to each related  Group I Mortgage Loan  purchased by
EMC (on its own behalf as a Seller and on behalf of Master  Funding)  pursuant to Sections  2.02 and 2.03 or by the
Depositor  pursuant to Section 3.21  during the related Due Period, and (f) all amounts in respect of interest paid
by EMC  pursuant  to  Section 10.01  in respect to Loan Group I, in each case to the extent  remitted by EMC or its
designee,  as applicable,  to the Distribution  Account pursuant to this Agreement,  and (g) the interest  proceeds
received from the exercise of an optional  termination  pursuant to  Section 10.01  minus (ii) all amounts required
to be reimbursed  pursuant to Sections  4.01 and 4.05 or as otherwise set forth in this  Agreement and allocated to
Loan Group I.

         Interest  Shortfall:  With  respect  to any  Distribution  Date and each  Mortgage  Loan that  during  the
related  Prepayment Period was the subject of a Principal  Prepayment or constitutes a Relief Act Mortgage Loan, an
amount determined as follows:

         (a)               Partial  Principal  Prepayments  received  during the relevant  Prepayment  Period:  The
difference  between  (i) one  month's  interest at the  applicable  Net Rate on the amount of such  prepayment  and
(ii) the  amount of interest for the  calendar  month of such  prepayment  (adjusted  to the  applicable  Net Rate)
received at the time of such prepayment;

         (b)      Principal  Prepayments in full received  during the relevant  Prepayment  Period:  The difference
between (i) one month's interest at the applicable Net Rate on the Stated  Principal  Balance of such Mortgage Loan
immediately  prior to such  prepayment and (ii) the  amount of interest for the calendar  month of such  prepayment
(adjusted to the applicable Net Rate) received at the time of such prepayment; and

         (c)      Relief Act  Mortgage  Loans:  As to any  Relief Act  Mortgage  Loan,  the excess of (i) 30  days'
interest (or, in the case of a principal  prepayment  in full,  interest to the date of  prepayment)  on the Stated
Principal  Balance  thereof (or, in the case of a principal  prepayment  in part,  on the amount so prepaid) at the
related Net Rate over (ii) 30 days'  interest (or, in the case of a principal  prepayment in full,  interest to the
date of prepayment)  on such Stated  Principal  Balance (or, in the case of a Principal  Prepayment in part, on the
amount so prepaid) at the annual  interest rate required to be paid by the Mortgagor as limited by  application  of
the Relief Act.

         Interim  Certification:  The  certification  substantially  in the  form  of  Exhibit  Two to the  related
Custodial Agreement.

         Investment Letter: The letter to be furnished by each  Institutional  Accredited  Investor which purchases
any of the  Private  Certificates  in  connection  with  such  purchase,  substantially  in the form  set  forth as
Exhibit F-1 hereto.

         Lender-Paid PMI Policy:  Any lender-paid primary mortgage insurance policy.

         Lender-Paid  PMI Rate:  With  respect to each  Mortgage  Loan  covered by a  Lender-Paid  PMI policy,  the
premium to be paid by the applicable  Servicer out of interest  collections on the related Mortgage Loan, as stated
in the Mortgage Loan Schedule.

         LIBOR  Business Day: Any day other than a Saturday or a Sunday or a day on which banking  institutions  in
the city of London, England are required or authorized by law to be closed.

         LIBOR  Determination  Date: With respect to each Class of Offered  Certificates and for the first Interest
Accrual  Period,  July 27,  2006.  With  respect to each Class of Offered  Certificates  and any  Interest  Accrual
Period thereafter, the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.

         Liquidated  Mortgage  Loan:  Any defaulted  Mortgage Loan as to which the Servicer or the Master  Servicer
has  determined  that all  amounts  it  expects to  recover  from or on  account  of such  Mortgage  Loan have been
recovered.

         Liquidation  Date:  With respect to any Liquidated  Mortgage  Loan, the date on which the Master  Servicer
or the Servicer has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.

         Liquidation  Expenses:  With respect to a Mortgage  Loan in  liquidation,  unreimbursed  expenses  paid or
incurred by or for the account of the Master  Servicer or the Servicer in connection  with the  liquidation of such
Mortgage  Loan and the related  Mortgage  Property,  such  expenses  including  (a) property  protection  expenses,
(b) property sales expenses,  (c) foreclosure and sale costs, including court costs and reasonable attorneys' fees,
and (d) similar expenses reasonably paid or incurred in connection with liquidation.

         Liquidation  Proceeds:  Amounts received in connection with the liquidation of a defaulted  Mortgage Loan,
whether through  trustee's sale,  foreclosure  sale,  Insurance  Proceeds,  condemnation  proceeds or otherwise and
Subsequent Recoveries.

         Loan Group:  Loan Group I or Loan Group II, as applicable.

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

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

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

         Loss Allocation Limitation:  The meaning specified in Section 6.04(c) hereof.

         Loss  Severity  Percentage:  With  respect  to any  Distribution  Date,  the  percentage  equivalent  of a
fraction,  the numerator of which is the amount of Realized  Losses incurred on a Mortgage Loan and the denominator
of which is the Stated  Principal  Balance of such  Mortgage  Loan  immediately  prior to the  liquidation  of such
Mortgage Loan.

         Lost Notes:  The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan Schedule.

         Margin:  With respect to any  Distribution  Date on or prior to the first  possible  optional  termination
date for the Group I  Certificates  and (i) the Class I-A-1  Certificates,  0.170% per annum,  (ii) the Class I-A-2
Certificates,  0.220% per annum,  (iii) the Class  I-M-1  Certificates,  0.330%  per  annum,  (iv) the Class  I-M-2
Certificates,  0.430%  per  annum,  (v) the Class  I-B-1  Certificates,  1.250%  per  annum,  (vi) the Class  I-B-2
Certificates,  2.100% per annum and (vii) the Class I-B-3  Certificates,  2.150% per annum; and with respect to any
distribution  date after the first possible  optional  termination  date for the Group I  Certificates  and (i) the
Class I-A-1 Certificates,  0.340% per annum, (ii) the Class I-A-2  Certificates,  0.440% per annum, (iii) the Class
I-M-1  Certificates,  0.495% per annum,  (iv) the Class I-M-2  Certificates,  0.645% per annum, (v) the Class I-B-1
Certificates,  1.875% per annum,  (vi) the Class  I-B-2  Certificates,  3.150% per annum and (vii) the Class  I-B-3
Certificates, 3.225% per annum.

         Marker Rate:  With respect to the Class B-IO  Certificates  or REMIC III Regular  Interest  B-IO-I and any
Distribution  Date,  in relation to the  REMIC II  Regular  Interests,  a per annum rate equal to two (2) times the
weighted average of the Uncertificated  REMIC II  Pass-Through Rates for REMIC II Regular Interest LT2 and REMIC II
Regular Interest LT3.

         Master Servicer:  As of the Closing Date, Wells Fargo Bank,  National  Association  and,  thereafter,  its
respective successors in interest that meet the qualifications of the Servicing Agreements and this Agreement.

         Master Servicer Information:  As defined in Section 3.18(c).

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

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

         Master Servicing Compensation:  The meaning specified in Section 3.14.

         Material Defect:  The meaning specified in Section 2.02(a).

         Maximum  Lifetime  Mortgage  Rate:  The  maximum  level to which a  Mortgage  Interest  Rate can adjust in
accordance with its terms, regardless of changes in the applicable Index.

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

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

         Mid America: Mid America Bank, fsb, and its successor in interest.

         Mid America Servicing Agreement:  The Purchase,  Warranties and Servicing Agreement,  dated as of February
1, 2006, as amended by Amendment No. 1 to the Purchase,  Warranties and Servicing  Agreement,  dated as of February
1, 2006, between Mid America and EMC, attached hereto as Exhibit H-10.

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

         Minimum  Lifetime  Mortgage  Rate:  The  minimum  level to which a  Mortgage  Interest  Rate can adjust in
accordance with its terms, regardless of changes in the applicable Index.

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

         Monthly  Advance:  An advance of  principal  or interest  required to be made by the  applicable  Servicer
pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.08.

         Monthly Statement:  The statement delivered to the Certificateholders pursuant to Section 6.07.

         Monthly  Delinquency  Percentage:  With respect to a Distribution  Date,  the  percentage  equivalent of a
fraction,  the numerator of which is the aggregate Stated Principal  Balance of the Group I Mortgage Loans that are
60 days or more  Delinquent or are in bankruptcy or foreclosure or are REO  Properties for such  Distribution  Date
and the  denominator  of which is the  aggregate  Stated  Principal  Balance  of Group I  Mortgage  Loans  for such
Distribution Date.

         Moody's:  Moody's Investors Service, Inc. or its successor in interest.

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

         Mortgage  File:  The mortgage  documents  listed in  Section 2.01(b)  pertaining to a particular  Mortgage
Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

         Mortgage  Interest  Rate:  The annual rate at which  interest  accrues  from time to time on any  Mortgage
Loan pursuant to the related  Mortgage  Note,  which rate is initially  equal to the "Mortgage  Interest  Rate" set
forth with respect thereto on the Mortgage Loan Schedule.

         Mortgage  Loan:  A mortgage  loan  transferred  and  assigned  to the Trustee  pursuant  to  Section 2.01,
Section 2.04  or  Section 2.07  and held as a part of the Trust Fund,  as  identified in the Mortgage Loan Schedule
(which shall  include,  without  limitation,  with respect to each  Mortgage  Loan,  each  related  Mortgage  Note,
Mortgage and Mortgage File and all rights  appertaining  thereto),  including a mortgage loan the property securing
which has become an REO Property.

         Mortgage Loan Purchase  Agreement:  The Mortgage Loan Purchase  Agreement dated as of July 31, 2006, among
EMC, as a seller,  Master Funding,  as a seller,  and Structured Asset Mortgage  Investments II Inc., as purchaser,
and all amendments thereof and supplements thereto, attached as Exhibit J.

         Mortgage Loan Schedule:  The schedule,  attached  hereto as Exhibit B with respect to the Mortgage  Loans,
as amended  from time to time to reflect  the  repurchase  or  substitution  of  Mortgage  Loans  pursuant  to this
Agreement or the Mortgage Loan Purchase Agreement, as the case may be.

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

         Mortgaged  Property:  Land and  improvements  securing the  indebtedness  of a Mortgagor under the related
Mortgage Loan or, in the case of REO Property, such REO Property.

         Mortgagor:  The obligor on a Mortgage Note.

         Net Interest Shortfall:  With respect to any Distribution Date, the Interest  Shortfall,  if any, for such
Distribution Date net of Compensating Interest Payments made with respect to such Distribution Date.

         Net  Liquidation   Proceeds:   As  to  any  Liquidated   Mortgage  Loan,   Liquidation   Proceeds  net  of
(i) Liquidation  Expenses which are payable therefrom to the Servicer or the Master Servicer in accordance with the
Servicing  Agreement or this Agreement and  (ii) unreimbursed  advances by the Servicer or the Master  Servicer and
Monthly Advances.

         Net Rate:  With respect to each  Mortgage  Loan,  the Mortgage  Interest  Rate in effect from time to time
less the sum of (1) the  Servicing Fee Rate and (2) the  Lender Paid PMI Rate,  if any,  attributable  thereto,  in
each case expressed as a per annum rate.

         Net Rate  Cap:  For any  Distribution  Date and the  Group I  Offered  Certificates  and the  Class  I-B-3
Certificates,  the  weighted  average of the Net Rates of the Group I  Mortgage  Loans as of the  beginning  of the
related  Due  Period,  weighted  on  the  basis  of the  Stated  Principal  Balances  thereof  as of the  preceding
Distribution  Date, in each case as adjusted to an effective  rate  reflecting the accrual of interest on the basis
of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period.

         NIM Issuer:  The entity established as the issuer of the NIM Securities.

         NIM  Securities:  Any debt  securities  secured or  otherwise  backed by some or all of the  Certificates,
including the Class R-X Certificate.

         NIM Trustee:  The trustee for the NIM Securities.

         Non-Offered Subordinate  Certificates:  The Group I Non-Offered Subordinate  Certificates and the Group II
Non-Offered Subordinate.

         Nonrecoverable  Advance:  Any advance or Monthly  Advance  (i) which was previously made or is proposed to
be made by the Master  Servicer,  the Trustee (in its capacity as  successor  Master  Servicer)  or the  applicable
Servicer  and  (ii) which,  in the good faith  judgment  of the Master  Servicer,  the  Trustee in its  capacity as
successor  Master Servicer or the applicable  Servicer,  will not or, in the case of a proposed  advance or Monthly
Advance,  would not, be ultimately  recoverable by the Master Servicer,  the Trustee (as successor Master Servicer)
or the applicable  Servicer from Liquidation  Proceeds,  Insurance Proceeds or future payments on the Mortgage Loan
for which such advance or Monthly Advance was made or is proposed to be made.

         Notional  Amount:  With  respect to any  Distribution  Date and the Class  II-X-1,  Class II-X-2 and Class
II-X-3  Certificates,  the  Certificate  Principal  Balance  of the  Class  II-A-1,  Class  II-A-2  and and  II-A-3
Certificates,  respectively  (in  each  case,  before  taking  into  account  the  payment  of  principal  on  such
Certificates on such Distribution Date).

         Offered Certificates:  The Group I Offered Certificates and the Group II Offered Certificates.

         Offered Subordinate  Certificates:  The Group I Offered Subordinate  Certificates and the Group II Offered
Subordinate Certificates.

         Officer's  Certificate:  A  certificate  signed by the  Chairman  of the Board,  the Vice  Chairman of the
Board,  the President or a Vice  President or Assistant Vice  President or other  authorized  officer of the Master
Servicer, the Sellers, any Servicer or the Depositor,  as applicable,  and delivered to the Trustee, as required by
this Agreement.

         One-Month  LIBOR:  With respect to any Interest  Accrual  Period,  the rate  determined by the  Securities
Administrator  on the related LIBOR  Determination  Date on the basis of the rate for U.S.  dollar deposits for one
month that appears on Telerate Screen Page 3750 as of 11:00 a.m.  (London time) on such LIBOR  Determination  Date;
provided that the parties hereto  acknowledge  that One-Month LIBOR for the first Interest Accrual Period shall the
rate  determined  by the  Securities  Administrator  two Business Days prior to the Closing Date. If such rate does
not appear on such page (or such other page as may  replace  that page on that  service,  or if such  service is no
longer  offered,  such other  service for  displaying  One-Month  LIBOR or  comparable  rates as may be  reasonably
selected by the Securities  Administrator),  One-Month LIBOR for the applicable Interest Accrual Period will be the
Reference Bank Rate. If no such  quotations can be obtained by the Securities  Administrator  and no Reference Bank
Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual Period.

         Opinion of  Counsel:  A written  opinion of  counsel  who is or are  acceptable  to the  Trustee  and who,
unless required to be Independent (an "Opinion of Independent  Counsel"),  may be internal counsel for the Company,
the Master Servicer or the Depositor.

         Optional  Termination  Date:  With respect to (i) the Group I Mortgage  Loans,  the  Distribution  Date on
which the aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans is less than 20% of the Cut-off Date
Balance as of the Closing Date and  (ii) with  respect to the Group II Mortgage  Loans,  the  Distribution  Date on
which the aggregate  Stated  Principal  Balance of the Group II Mortgage Loans is less than 10% of the Cut-off Date
Balance as of the Closing Date.

         Original  Group  II  Subordinate  Principal  Balance:  The  sum of  the  aggregate  Certificate  Principal
Balances of each Class of Group II Subordinate Certificates as of the Closing Date.

         Original  Value:  The lesser of (i) the  Appraised  Value or (ii) the sales price of a Mortgaged  Property
at the  time of  origination  of a  Mortgage  Loan,  except  in  instances  where  either  clauses  (i) or  (ii) is
unavailable,  the  other  may be used  to  determine  the  Original  Value,  or if both  clauses  (i) and  (ii) are
unavailable, Original Value may be determined from other sources reasonably acceptable to the Depositor.

         Outstanding  Mortgage Loan:  With respect to any Due Date, a Mortgage Loan which,  prior to such Due Date,
was not the  subject of a Principal  Prepayment  in full,  did not become a  Liquidated  Mortgage  Loan and was not
purchased or replaced.

         Outstanding  Principal Balance:  As of the time of any determination,  the principal balance of a Mortgage
Loan  remaining to be paid by the  Mortgagor,  or, in the case of an REO  Property,  the  principal  balance of the
related  Mortgage  Loan  remaining to be paid by the  Mortgagor at the time such property was acquired by the Trust
Fund less any Net Liquidation Proceeds with respect thereto to the extent applied to principal.

         Overcollateralization  Amount:  With  respect to any  Distribution  Date,  the excess,  if any, of (a) the
aggregate  Stated  Principal  Balance  of the Group I  Mortgage  Loans  for such  Distribution  Date  over  (b) the
aggregate  Certificate  Principal Balance of the Group I Offered  Certificates and the Class I-B-3  Certificates on
such  Distribution  Date  (after  taking  into  account the  payment of  principal  other than any Extra  Principal
Distribution Amount on such Certificates).

         Overcollateralization  Release  Amount:  With  respect to any  Distribution  Date is the lesser of (x) the
sum of the  amounts  described  in  clauses  (1) through  (5)  in  the  definition  of  Principal  Funds  for  such
Distribution  Date and (y) the excess, if any, of (i) the  Overcollateralization  Amount for such Distribution Date
(assuming  that 100% of such  Principal  Funds is applied as a principal  payment on such  Distribution  Date) over
(ii) the  Overcollateralization  Target  Amount for such  Distribution  Date (with the  amount  pursuant  to clause
(y) deemed to be $0 if the Overcollateralization  Amount is less than or equal to the Overcollateralization  Target
Amount on that Distribution Date).

         Overcollateralization  Target  Amount:  With respect to any  Distribution  Date  (a) prior to the Stepdown
Date,  1.35% of the  aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans as of the  Cut-off  Date,
(b) on or after the  Stepdown  Date and if a Trigger  Event is not in effect,  the  greater  of  (i) the  lesser of
(1) 1.35%  of the  aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans as of the Cut-off  Date and
(2) 2.70%  of the then  current  aggregate  Stated  Principal  Balance  of the  Group I  Mortgage  Loans as of such
Distribution  Date and  (ii) $5,190,649.[_]  and  (c) on or after the  Stepdown  Date and if a Trigger  Event is in
effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.

         Party  Participating in the Servicing  Function:  Any Person  performing any of the  responsibilities  set
forth in Exhibit K.

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

         Pass-Through  Rate: As to each  Class of  Certificates,  the rate of interest  determined as provided with
respect  thereto in  Section 5.01(c).  Any  monthly  calculation  of  interest at a stated rate shall be based upon
annual interest at such rate divided by twelve.

         Paying Agent:  The Securities  Administrator,  or its successor in interest,  or any successor  securities
administrator appointed as herein provided.

         Periodic Rate Cap:  With respect to each Mortgage  Loan,  the maximum  adjustment  that can be made to the
Mortgage  Interest Rate on each Interest  Adjustment  Date in accordance  with its terms,  regardless of changes in
the applicable Index.

         Permitted  Investments:  Any one or more of the following  obligations  or securities  held in the name of
the Securities Administrator for the benefit of the Certificateholders:

                  (i)      direct   obligations  of,  and  obligations  the  timely  payment  of  which  are  fully
guaranteed  by the United  States of America or any agency or  instrumentality  of the United States of America the
obligations of which are backed by the full faith and credit of the United States of America;

                  (ii)     (a) demand  or time  deposits,  federal  funds or  bankers'  acceptances  issued  by any
depository  institution or trust company  incorporated  under the laws of the United States of America or any state
thereof  (including the Securities  Administrator or the Master Servicer or its Affiliates acting in its commercial
banking  capacity)  and subject to  supervision  and  examination  by federal  and/or  state  banking  authorities,
provided  that the  commercial  paper  and/or the  short-term  debt  rating  and/or the  long-term  unsecured  debt
obligations  of such  depository  institution  or trust  company  at the  time of such  investment  or  contractual
commitment  providing for such investment  have the Applicable  Credit Rating or better from each Rating Agency and
(b) any  other  demand or time  deposit or  certificate  of deposit  that is fully  insured by the Federal  Deposit
Insurance Corporation;

                  (iii)    repurchase  obligations with respect to (a) any  security  described in clause (i) above
or (b) any other  security  issued or guaranteed by an agency or  instrumentality  of the United States of America,
the  obligations  of which are backed by the full faith and credit of the United States of America,  in either case
entered into with a depository  institution  or trust  company  (acting as principal)  described in clause  (ii)(a)
above where the Securities Administrator holds the security therefor;

                  (iv)     securities  bearing interest or sold at a discount issued by any corporation  (including
the Securities  Administrator or the Master Servicer or its Affiliates)  incorporated  under the laws of the United
States of America or any state  thereof that have the  Applicable  Credit  Rating or better from each Rating Agency
at the time of such investment or contractual  commitment providing for such investment;  provided,  however,  that
securities  issued by any particular  corporation will not be Permitted  Investments to the extent that investments
therein will cause the then  outstanding  principal  amount of securities  issued by such  corporation  and held as
part of the Trust to exceed 10% of the  aggregate  Outstanding  Principal  Balances of all the  Mortgage  Loans and
Permitted Investments held as part of the Trust;

                  (v)      commercial  paper  (including  both   non-interest-bearing   discount   obligations  and
interest-bearing  obligations  payable  on demand or on a  specified  date not more than one year after the date of
issuance  thereof)  having the  Applicable  Credit  Rating or better  from each  Rating  Agency at the time of such
investment;

                  (vi)     a Reinvestment  Agreement issued by any bank,  insurance company or other corporation or
entity;

                  (vii)    any other demand,  money market or time deposit,  obligation,  security or investment as
may be  acceptable  to each Rating  Agency as  evidenced  in writing by each  Rating  Agency to the Trustee and the
Securities Administrator; and

                  (viii)   interests  in any money market fund  (including  any such fund managed or advised by the
Securities  Administrator or the Master Servicer or any affiliate  thereof) which at the date of acquisition of the
interests in such fund and  throughout  the time such  interests  are held in such fund has the highest  applicable
short  term  rating by each  Rating  Agency  rating  such  funds or such  lower  rating  as will not  result in the
downgrading or withdrawal of the ratings then assigned to the  Certificates by each Rating Agency,  as evidenced in
writing;  provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or
security  evidences a right to receive only  interest  payments  with respect to the  obligations  underlying  such
instrument  or if such  security  provides for payment of both  principal  and interest with a yield to maturity in
excess of 120% of the yield to maturity at par or if such  instrument  or security is purchased at a price  greater
than par.

         Permitted  Transferee:   Any  Person  other  than  a  Disqualified  Organization  or  an  "electing  large
partnership" (as defined by Section 775 of the Code).

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

         PHH:  PHH  Mortgage  Corporation  (formerly  known as Cendant  Mortgage  Corporation),  and any  successor
thereto.

         PHH Servicing  Agreement:  The Mortgage Loan Flow  Purchase,  Sale and  Servicing  Agreement,  dated as of
April  26,  2001,  between  Bishop's  Gate  Residential  Mortgage  Trust and EMC,  as  amended  by the  Recognition
Agreement dated as of July 1, 2006, as attached hereto as Exhibit H-11.

         Physical Certificates:  The Residual Certificates and the Private Certificates.

         Plan:  The meaning specified in Section 5.07(a).

         Prepayment  Charge:  With  respect  to any  Mortgage  Loan,  the  charges  or  premiums,  if  any,  due in
connection  with a full or partial  prepayment  of such  Mortgage  Loan in  accordance  with the terms  thereof and
described in the Mortgage Loan Schedule.

         Prepayment  Charge  Loan:  Any Mortgage  Loan for which a  Prepayment  Charge may be assessed and to which
such Prepayment Charge the Class I-XP Certificates are entitled, as indicated on the Mortgage Loan Schedule.

         Prepayment  Interest  Shortfall:  With respect to any  Distribution  Date, for each Mortgage Loan that was
the subject of a partial  Principal  Prepayment  or a Principal  Prepayment  in full during the related  Prepayment
Period (other than a Principal  Prepayment in full  resulting from the purchase of a Group I Mortgage Loan pursuant
to  Section 2.02,  2.03,  3.21 or 10.01  hereof),  the amount,  if any,  by which (i) one  month's  interest at the
applicable  Net Rate on the  Stated  Principal  Balance of such Group I  Mortgage  Loan  immediately  prior to such
prepayment or in the case of a partial  Principal  Prepayment  on the amount of such  prepayment  exceeds  (ii) the
amount of  interest  paid or  collected  in  connection  with such  Principal  Prepayment  less the sum of  (a) any
Prepayment Charges and (b) the related Servicing Fee.

         Prepayment  Period:  With respect to any  Distribution  Date and the Mortgage  Loans  serviced by EMC, the
period from the sixteenth day of the calendar month  preceding the calendar month in which such  Distribution  Date
occurs  through the close of business on the fifteenth day of the calendar  month in which such  Distribution  Date
occurs.  With respect to any  Distribution  Date and all other Mortgage  Loans,  the period that is provided in the
related Servicing Agreement.

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

         Principal  Distribution  Amount:  With respect to each Distribution Date, an amount equal to the excess of
(i) sum of (a) the Principal Funds for such Distribution Date and (b) any Extra Principal  Distribution  Amount for
such Distribution Date over (ii) any Overcollateralization Release Amount for such Distribution Date.

         Principal Funds: the sum, without duplication, of

         1.       the  Scheduled  Principal  collected on the Group I Mortgage  Loans during the related Due Period
                  or advanced on or before the related servicer advance date,

         2.       prepayments  in  respect of the Group I  Mortgage  Loans  exclusive  of any  Prepayment  Charges,
                  collected in the related Prepayment Period,

         3.       the  Stated  Principal  Balance  of each  Group I  Mortgage  Loan  that  was  repurchased  by the
                  Depositor or the related Servicer during the related Due Period,

         4.       the amount,  if any, by which the aggregate unpaid principal  balance of any Substitute  Mortgage
                  Loans  is less  than the  aggregate  unpaid  principal  balance  of any  deleted  mortgage  loans
                  delivered by the related  Servicer in connection  with a substitution  of a Group I Mortgage Loan
                  during the related Due Period,

         5.       all  Liquidation  Proceeds  collected  during the  related  Prepayment  Period (or in the case of
                  Subsequent  Recoveries,  during the  related Due Period) on the  Group I Mortgage  Loans,  to the
                  extent such Liquidation Proceeds relate to principal,  less all related  Nonrecoverable  Advances
                  relating to principal reimbursed during the related Due Period, and

         6.       the principal  portion of the purchase  price of the assets of the Trust  allocated to Loan Group
                  I upon the  exercise by EMC or its  designee of its  optional  termination  right with respect to
                  the Group I Mortgage Loans, minus

         7.                any  amounts  payable  to or  required  to be  reimbursed  to EMC,  the  Depositor,  any
                  Servicer,  the Master Servicer,  any Custodian,  the Trustee or the Securities  Administrator and
                  allocated to Loan Group I, as provided in the Agreement.

         Principal  Prepayment:  Any  payment  (whether  partial  or full)  or other  recovery  of  principal  on a
Mortgage Loan which is received in advance of its scheduled  Due Date to the extent that it is not  accompanied  by
an  amount  as to  interest  representing  scheduled  interest  due on any  date or dates  in any  month or  months
subsequent to the month of prepayment,  including  Insurance  Proceeds and Repurchase  Proceeds,  but excluding the
principal portion of Net Liquidation  Proceeds  received at the time a Mortgage Loan becomes a Liquidated  Mortgage
Loan.

         Private Certificates:  The Class I-B-3, Class B-IO and Class I-XP.

         Prospectus:  The  prospectus,  dated March 28, 2006, as supplemented  by the prospectus  supplement  dated
July  31,  2006  (as the  same  may be  amended  from  time to  time),  relating  to the  offering  of the  Offered
Certificates.

         Protected Account:  An account  established and maintained for the benefit of  Certificateholders  by each
Servicer  with  respect to the related  Mortgage  Loans and with  respect to REO  Property  pursuant to the related
Servicing Agreement.

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

         Qualified  Insurer:  Any  insurance  company duly  qualified as such under the laws of the state or states
in which the related  Mortgaged  Property or Mortgaged  Properties is or are located,  duly authorized and licensed
in such state or states to  transact  the type of  insurance  business  in which it is engaged  and  approved as an
insurer  by the  Master  Servicer,  so long as the  claims  paying  ability  of which is  acceptable  to the Rating
Agencies for pass-through  certificates  having the same rating as the Certificates rated by the Rating Agencies as
of the Closing Date.

         Rating Agencies:  Moody's and S&P.

         Realized Loss: Any (i) Bankruptcy  Loss or (ii) as to any Liquidated  Mortgage Loan,  (x) the  Outstanding
Principal  Balance of such  Liquidated  Mortgage  Loan plus  accrued and unpaid  interest  thereon at the  Mortgage
Interest  Rate  through  the last day of the  month of such  liquidation,  less  (y) the  related  Net  Liquidation
Proceeds  with respect to such Mortgage  Loan and the related  Mortgaged  Property that are allocated to principal.
In addition,  to the extent the Master Servicer receives  Subsequent  Recoveries with respect to any Mortgage Loan,
the amount of the Realized Loss with respect to that  Mortgage  Loan will be reduced to the extent such  recoveries
are applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.

         Record  Date:  For each  Class  of  Group I  Certificates,  the  Business  Day  preceding  the  applicable
Distribution  Date so long as such Class of Certificates  remains in book-entry  form; and otherwise,  the close of
business on the last Business Day of the month  immediately  preceding  the month of such  Distribution  Date.  For
each Class of Group II  Certificates,  the close of  business  on the last  Business  Day of the month  immediately
preceding the month of such Distribution Date.

         Reference  Bank: A leading bank selected by the Securities  Administrator  that is engaged in transactions
in Eurodollar deposits in the international Eurocurrency market.

         Reference Bank Rate: With respect to any Interest Accrual Period,  the arithmetic  mean,  rounded upwards,
if necessary,  to the nearest whole  multiple of 0.03125%,  of the offered rates for United States dollar  deposits
for one  month  that are  quoted by the  Reference  Banks as of 11:00  a.m.,  New York City  time,  on the  related
interest  determination  date to prime  banks in the London  interbank  market for a period of one month in amounts
approximately equal to the aggregate  Certificate  Principal Balance of all Classes of Group I Offered Certificates
and the Class I-B-3  Certificates  for such Interest  Accrual  Period,  provided  that at least two such  Reference
Banks provide such rate. If fewer than two offered rates  appear,  the Reference  Bank Rate will be the  arithmetic
mean,  rounded  upwards,  if necessary,  to the nearest whole  multiple of 0.03125%,  of the rates quoted by one or
more major  banks in New York City,  selected by the  Securities  Administrator,  as of 11:00  a.m.,  New York City
time,  on such  date for loans in U.S.  dollars  to  leading  European  banks for a period of one month in  amounts
approximately equal to the aggregate  Certificate  Principal Balance of all Classes of Group I Offered Certificates
and the Class I-B-3 Certificates.

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

         Reinvestment Agreements:  One or more reinvestment  agreements,  acceptable to the Rating Agencies, from a
bank, insurance company or other corporation or entity (including the Trustee).

         Related  Certificates:  (A) For each REMIC I Regular  Interest,  the Class or Classes of Certificates show
opposite the name of such REMIC I Regular Interest in the following table:

------------------------------------------------------------ ---------------------------------------------------------
REMIC I Regular Interest                                     Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
II-A-1                                                       II-A-1; II-X-1
------------------------------------------------------------ ---------------------------------------------------------
II-A-2                                                       II-A-2; II-X-2
------------------------------------------------------------ ---------------------------------------------------------
II-A-3                                                       II-A-3; II-X-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-1                                                       II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2                                                       II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3                                                       II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4                                                       II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5                                                       II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6                                                       II-B-6
------------------------------------------------------------ ---------------------------------------------------------

(B) For  each REMIC III Regular  Interest,  the Class or Classes of  Certificates  show  opposite  the name of such
REMIC III Regular Interest in the following table:

------------------------------------------------------------ ---------------------------------------------------------
REMIC III Regular Interest                                   Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
I-A-1                                                        I-A-1
------------------------------------------------------------ ---------------------------------------------------------
I-A-2                                                        I-A-2
------------------------------------------------------------ ---------------------------------------------------------
I-M-1                                                        I-M-1
------------------------------------------------------------ ---------------------------------------------------------
I-M-2                                                        I-M-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-1                                                        I-B-1
------------------------------------------------------------ ---------------------------------------------------------
I-B-2                                                        I-B-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-3                                                        I-B-3
------------------------------------------------------------ ---------------------------------------------------------
B-IO-I and B-IO-P                                            B-IO
------------------------------------------------------------ ---------------------------------------------------------
II-A-1                                                       II-A-1
------------------------------------------------------------ ---------------------------------------------------------
II-A-2                                                       II-A-2
------------------------------------------------------------ ---------------------------------------------------------
II-A-3                                                       II-A-3
------------------------------------------------------------ ---------------------------------------------------------
II-X-1                                                       II-X-1
------------------------------------------------------------ ---------------------------------------------------------
II-X-2                                                       II-X-2
------------------------------------------------------------ ---------------------------------------------------------
II-X-3                                                       II-X-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-1                                                       II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2                                                       II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3                                                       II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4                                                       II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5                                                       II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6                                                       II-B-6
------------------------------------------------------------ ---------------------------------------------------------

(C) For the REMIC IV Regular Interest, the Class B-IO Certificates.

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

         Relief Act Mortgage  Loan:  Any Mortgage Loan as to which the Scheduled  Payment  thereof has been reduced
due to the application of the Relief Act.

         Remaining  Excess Spread:  With respect to any  Distribution  Date, the Excess Spread  remaining after the
distribution of the Extra Principal Distribution Amount for such Distribution Date.

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

         REMIC Administrator:  The Securities  Administrator;  provided that if the REMIC Administrator is found by
a court of competent  jurisdiction  to no longer be able to fulfill its  obligations as REMIC  Administrator  under
this  Agreement the Servicer or Trustee,  in its capacity as successor  Master  Servicer  shall appoint a successor
REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.

         REMIC Interest:  Any of the REMIC I, REMIC II, REMIC III and REMIC IV Interests.

         REMIC  Opinion:  An Opinion of  Independent  Counsel,  to the effect that the  proposed  action  described
therein would not, under the REMIC  Provisions,  (i) cause any 2006-5 REMIC to fail to qualify as a REMIC while any
regular  interest in such  2006-5  REMIC is  outstanding,  (ii) result  in a tax on  prohibited  transactions  with
respect to any 2006-5 REMIC or (iii) constitute a taxable contribution to any 2006-5 REMIC after the Startup Day.

         REMIC  Provisions:  The  provisions  of the federal  income tax law  relating to REMICs,  which  appear at
Sections 860A through 860G of the Code,  and related  provisions and  regulations  promulgated  thereunder,  as the
foregoing may be in effect from time to time.

         REMIC Regular Interest:  Any of the REMIC I, REMIC II, REMIC III and REMIC IV Regular Interests.

         REMIC I:  The segregated  pool of assets,  with respect to which a REMIC election is made pursuant to this
Agreement, consisting of:

         (a)      the Group II Mortgage Loans and the related  Mortgage  Files and  collateral  securing such Group
II Mortgage Loans,

         (b)      all payments on and  collections  in respect of the Group II Mortgage Loans due after the Cut-off
Date as shall be on deposit in the Distribution Account and identified as belonging to the Trust Fund,

         (c)      property  that  secured a Group II Mortgage  Loan and that has been  acquired  for the benefit of
the Certificateholders by foreclosure or deed in lieu of foreclosure,

         (d)      the hazard insurance  policies and Primary Mortgage Insurance  Policies,  if any, relating to the
Group II Mortgage Loans, and

         (e)      all proceeds of clauses (a) through (d) above.

         REMIC I Available Distribution Amount:  For any Distribution Date, the Available Funds for Loan Group II.

         REMIC I Distribution  Amount: For any Distribution Date, the REMIC I Available  Distribution  Amount shall
be  distributed  by  REMIC  I to  REMIC  III on  account  of the  REMIC  I  Regular  Interests  and to the  Class R
Certificates  in respect of  Component  I  thereof,  as  follows:  to each REMIC I Regular  Interest  in respect of
Uncertificated  Interest  thereon and the  Uncertificated  Principal  Balance  thereof,  the amount  distributed in
respect of interest and principal on the Related  Class or Classes of  Certificates  (with such amounts  having the
same character as interest or principal  with respect to the REMIC I Regular  Interest as they have with respect to
the Related  Certificate  or  Certificates).  Any  remaining  amount of the REMIC I Available  Distribution  Amount
shall be distributed to the holders of the Class R Certificates in respect of Component I thereof.

         REMIC I Interests:  The REMIC I Regular Interests and Component I of the Class R Certificates.

         REMIC I Regular Interest: Any of the separate  non-certificated  beneficial ownership interests in REMIC I
set forth in  Section 5.01(c)(i)  and issued  hereunder  and  designated as a "regular  interest" in REMIC I.  Each
REMIC I Regular Interest shall accrue interest at the  Uncertificated  Pass-Through Rate specified for such REMIC I
Interest in  Section 5.01(c)(i),  and shall be entitled to  distributions  of  principal,  subject to the terms and
conditions  hereof,  in an aggregate amount equal to its initial  Uncertificated  Principal Balance as set forth in
Section 5.01(c)(i).   The   designations   for  the  respective   REMIC I  Regular   Interests  are  set  forth  in
Section 5.01(c)(i).

         REMIC II: The  segregated  pool of assets,  with  respect to which a REMIC  election  is made  pursuant to
this  Agreement,  consisting  of:  (a)the  Group I Mortgage  Loans and the related  Mortgage  Files and  collateral
securing  such Group I Mortgage  Loans,  (b) all  payments  on and  collections  in respect of the Group I Mortgage
Loans due after the Cut off Date as shall be on deposit in the  Distribution  Account and  identified  as belonging
to the Trust Fund,  (c) property  that secured a Group I Mortgage  Loan and that has been  acquired for the benefit
of the  Certificateholders  by foreclosure or deed in lieu of foreclosure,  (d) the hazard  insurance  policies and
Primary  Mortgage  Insurance  Policies,  if any,  related to the Group I Mortgage  Loans and  (e) all  proceeds  of
clauses (a) through (d) above.

         REMIC II Available Distribution Amount:  For any Distribution Date, the Available Funds for Loan Group I.

         REMIC II  Distribution  Amount:  For any  Distribution  Date, the REMIC II Available  Distribution  Amount
shall be  distributed  by REMIC II to  REMIC III on account of the REMIC II  Regular  Interests  and to the Class R
Certificates in respect of Component II thereof, in the following order of priority:

         1.       to REMIC III  as the holder of the REMIC II Regular  Interests,  pro rata,  in an amount equal to
(A) their  Uncertificated  Interest for such  Distribution  Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates; and

         2.       to REMIC  III as the  holder  of the  REMIC  II  Regular  Interests,  in an  amount  equal to the
remainder  of the REMIC II  Available  Distribution  Amount  after the  distributions  made  pursuant to clause (1)
above, allocated as follows:

                  (A)      in respect of each REMIC II Regular Interest,  their respective  Principal  Distribution
         Amounts;

                  (B)      in respect of REMIC II  Regular  Interest  LT1 any  remainder  until the  Uncertificated
         Principal Balance thereof is reduced to zero; and

                  (C)      any  remainder  in  respect  of each  REMIC II  Regular  Interest  (other  than REMIC II
         Regular  Interest  LT1),  pro rata  according to their  respective  Uncertificated  Principal  Balances as
         reduced by the  distributions  deemed made pursuant to (i) above,  until their  respective  Uncertificated
         Principal Balances are reduced to zero; and

         3.                                          any   remaining   amounts  to  the   Holders  of  the  Class R
Certificates in respect of Component II thereof.

         REMIC II Interests:  The REMIC II Regular Interests and Component II of the Class R Certificates.

         REMIC II  Regular  Interest:  Any of the  separate  non-certificated  beneficial  ownership  interests  in
REMIC II  set forth in  Section 5.01(c)(ii)  and  issued  hereunder  and  designated  as a  "regular  interest"  in
REMIC II.  Each REMIC II Regular Interest shall accrue interest at the  Uncertificated  Pass-Through Rate specified
for such REMIC II  Interest in  Section 5.01(c)(ii),  and shall be entitled to distributions of principal,  subject
to the terms and conditions  hereof, in an aggregate amount equal to its initial  Uncertificated  Principal Balance
as set forth in  Section 5.01(c)(ii).  The  designations  for the  respective  REMIC II  Regular  Interests are set
forth in Section 5.01(c)(ii).

         REMIC II   Principal   Reduction   Amounts:   For  any  Distribution   Date,  the  amounts  by  which  the
Uncertificated  Principal  Balances of the REMIC II Regular  Interests will be reduced on such Distribution Date by
the allocation of Realized Losses and the distribution of principal, determined as follows:

         For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

         Y1 =     the  Uncertificated  Principal  Balance of REMIC II Regular  Interest LT1 after  distributions on
the prior Distribution Date.

         Y2 =     the  Uncertificated  Principal  Balance of REMIC II Regular  Interest LT2 after  distributions on
the prior Distribution Date.

         Y3 =     the  Uncertificated  Principal  Balance of REMIC II Regular  Interest LT3 after  distributions on
the prior Distribution Date.

         Y4 =     the  Uncertificated  Principal  Balance of REMIC II Regular  Interest LT4 after  distributions on
the prior Distribution Date (note:  Y3 = Y4).

         ΔY1 =    the REMIC II Regular Interest LT1 Principal Reduction Amount.

         ΔY2 =    the REMIC II Regular Interest LT2 Principal Reduction Amount.

         ΔY3 =    the REMIC II Regular Interest LT3 Principal Reduction Amount.

         ΔY4 =    the REMIC II Regular Interest LT4 Principal Reduction Amount.

         P0 =     the  aggregate   Uncertificated  Principal  Balance  of  the  REMIC II  Regular  Interests  after
distributions and the allocation of Realized Losses on the prior Distribution Date.

         P1 =     the  aggregate   Uncertificated  Principal  Balance  of  the  REMIC II  Regular  Interests  after
distributions and the allocation of Realized Losses to be made on such Distribution Date.

         ΔP =     P0 - P1 = the aggregate of the REMIC II Regular Interest Principal Reduction Amounts, which

         =the  aggregate  of the  principal  portions  of Realized  Losses to be  allocated  to, and the  principal
distributions  to be made on, the Group I  Certificates  on such  Distribution  Date  (including  distributions  of
accrued and unpaid interest on the Class B-IO Certificates for prior Distribution Dates).

         R0 =     the Net Rate Cap  (stated as a monthly  rate)  after  giving  effect to amounts  distributed  and
Realized Losses allocated on the prior Distribution Date.

         R1 =     the Net Rate Cap (stated as a monthly  rate)  after  giving  effect to amounts to be  distributed
and Realized Losses to be allocated on such Distribution Date.

         α =      (Y2 + Y3)/P0.  The  initial  value of α on the  Closing  Date for use on the  first  Distribution
Date shall be 0.0001.

         γ0 =     the  lesser of (A) the sum for all  Classes  of Group I  Certificates,  other than the Class B-IO
Certificates,  of the product for each Class of (i) the monthly  interest  rate (as limited by the Net Rate Cap, if
applicable)  for  such  Class applicable  for  distributions  to be made on such  Distribution  Date  and  (ii) the
aggregate  Certificate  Principal Balance for such Class after  distributions and the allocation of Realized Losses
on the prior Distribution Date and (B) R0*P0.

         γ1  =    the  lesser of (A) the sum for all  Classes  of Group I  Certificates,  other than the Class B-IO
Certificates,  of the product for each Class of (i) the monthly  interest  rate (as limited by the Net Rate Cap, if
applicable) for such  Class applicable  for  distributions to be made on the next succeeding  Distribution Date and
(ii) the  aggregate  Certificate  Principal  Balance  for such  Class after  distributions  and the  allocation  of
Realized Losses to be made on such Distribution Date and (B) R1*P1.

         Then, based on the foregoing definitions:

         ΔY1 =    ΔP - ΔY2 - ΔY3 - ΔY4;

         ΔY2 =    (α/2){( γ0R1 - γ1R0)/R0R1};

         ΔY3 =    αΔP - ΔY2; and

         ΔY4 =    ΔY3.

         if both ΔY2 and ΔY3, as so determined, are non-negative numbers.  Otherwise:

         (1)If ΔY2, as so determined, is negative, then

         ΔY2 = 0;

         ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};

         ΔY4 = ΔY3; and

         ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.

         (2)If ΔY3, as so determined, is negative, then

         ΔY3 = 0;

         ΔY2 = α{ γ0R1P1 - γ1R0P0 }/{2R1R0P1 -  γ1R0};

         ΔY4 = ΔY3; and

         ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.

         REMIC II  Realized Losses:  For any Distribution  Date,  Realized Losses on the Group I Mortgage Loans for
the related Due Period  shall be  allocated,  as follows:  (i) the  interest  portion of Realized  Losses,  if any,
shall be allocated  pro rata to accrued  interest on the REMIC II  Regular  Interests to the extent of such accrued
interest,  and (ii) any  remaining  interest  portions of Realized  Losses and any  principal  portions of Realized
Losses shall be treated as principal portions of Realized Losses and allocated  (i) first,  to each of the REMIC II
Regular  Interests  (other than REMIC II Regular  Interest LT1), pro rata  according to their  respective  REMIC II
Principal  Reduction  Amounts to the extent thereof in reduction of the  Uncertificated  Principal  Balance of such
REMIC II Regular  Interests;  and (ii) second,  the remainder,  if any, of such principal  portion of such Realized
Losses shall be allocated to REMIC II Regular  Interest LT1 in reduction of the  Uncertificated  Principal  Balance
thereof.

         REMIC II  Regular  Interest  LT1: A regular  interest in REMIC II  that is held as an asset of  REMIC III,
that has an initial principal balance equal to the related  Uncertificated  Principal Balance,  that bears interest
at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.

         REMIC II Regular Interest LT1 Principal  Distribution  Amount:  For any Distribution  Date, the excess, if
any, of the REMIC II Regular Interest LT1 Principal  Reduction Amount for such  Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT1 on such Distribution Date.

         REMIC II  Regular  Interest  LT2: A regular  interest in REMIC II  that is held as an asset of  REMIC III,
that has an initial principal balance equal to the related  Uncertificated  Principal Balance,  that bears interest
at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.

         REMIC II Regular Interest LT2 Principal  Distribution  Amount:  For any Distribution  Date, the excess, if
any, of the REMIC II Regular Interest LT2 Principal  Reduction Amount for such  Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT2 on such Distribution Date.

         REMIC II  Regular  Interest  LT3: A regular  interest in REMIC II  that is held as an asset of  REMIC III,
that has an initial principal balance equal to the related  Uncertificated  Principal Balance,  that bears interest
at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.

         REMIC II Regular Interest LT3 Principal  Distribution  Amount:  For any Distribution  Date, the excess, if
any, of the REMIC II Regular Interest LT3 Principal  Reduction Amount for such  Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT3 on such Distribution Date.

         REMIC II  Regular  Interest  LT4: A regular  interest in REMIC II  that is held as an asset of  REMIC III,
that has an initial principal balance equal to the related  Uncertificated  Principal Balance,  that bears interest
at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.

         REMIC II Regular Interest LT4 Principal  Distribution  Amount:  For any Distribution  Date, the excess, if
any, of the REMIC II Regular Interest LT4 Principal  Reduction Amount for such  Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT4 on such Distribution Date.

         REMIC III:  That group of assets  contained  in the Trust Fund  designated  as a REMIC  consisting  of the
REMIC I Regular Interests and REMIC II Regular Interests and any proceeds thereof.

         REMIC III Available  Distribution  Amount:  For any Distribution Date, the amounts deemed distributed with
respect to the REMIC I Regular Interests and REMIC II Regular Interests pursuant to Section 6.10.

         REMIC III Distribution  Amount:  For any Distribution  Date, the REMIC III Available  Distribution  Amount
shall  be  deemed  distributed  by REMIC  III to the  holders  of the  Certificates  (other  than  the  Class  B-IO
Certificates)  on account of the REMIC III Regular  Interests  (other than REMIC III Regular  Interests  B-IO-I and
B-IO-P),  to  REMIC  IV on  account  of  REMIC  III  Regular  Interests  B-IO-I  and  B-IO-P,  and to the  Class  R
Certificates  in respect of Component  III thereof,  as follows:  to each REMIC III Regular  Interest in respect of
Uncertificated  Interest  thereon and the  Uncertificated  Principal  Balance  thereof,  the amount  distributed in
respect of interest and principal on the Related  Class or Classes of  Certificates  (with such amounts  having the
same  character as interest or principal  with respect to the REMIC III Regular  Interest as they have with respect
to  the  Related  Certificate  or  Certificates)  with  the  following  exceptions:  (1)   No  amount  paid  to any
Certificate in respect of any Basis Risk  Shortfall  Amount or Basis Risk  Shortfall  Carryforward  Amount shall be
included in the amount paid in respect of a related REMIC III Regular  Interest;  and  (2) amounts  paid in respect
of Basis Risk Shortfall  Amounts and Basis Risk Shortfall  Carryforward  Amounts to the extent not derived from any
Cap Contract  Payment Amount shall be deemed paid with respect to REMIC III Regular  Interest  B-IO-I in respect of
accrued and unpaid interest  thereon.  Any remaining  amount of the REMIC III Available  Distribution  Amount shall
be distributed to the holders of the Class R Certificates in respect of Component III thereof.

         REMIC III Interests:  The REMIC III Regular Interests and Component III of the Class R Certificates.

         REMIC III Regular  Interest:  Any of the  separate  non-certificated  beneficial  ownership  interests  in
REMIC III  set forth in  Section 5.01(c)(iii)  and issued  hereunder  and  designated  as a "regular  interest"  in
REMIC III.  Each  REMIC III  Regular  Interest  shall  accrue  interest  at the  Uncertificated  Pass-Through  Rate
specified  for such  REMIC III  Interest  in  Section 5.01(c)(iii),  and  shall be  entitled  to  distributions  of
principal,  subject to the terms and conditions hereof, in an aggregate amount equal to its initial  Uncertificated
Principal  Balance as set forth in  Section 5.01(c)(iii).  The  designations for the respective  REMIC III  Regular
Interests are set forth in Section 5.01(c)(iii).

         REMIC IV: That group of assets  contained  in the Trust Fund  designated  as a REMIC  consisting  of REMIC
III Regular Interests B-IO-I and B-IO-P and any proceeds thereof.

         REMIC IV Available  Distribution  Amount:  For any Distribution  Date, the amounts deemed distributed with
respect to REMIC III Regular Interests B-IO-I and B-IO-P pursuant to Section 6.10.

         REMIC IV  Distribution  Amount:  For any  Distribution  Date, the REMIC IV Available  Distribution  Amount
shall be deemed  distributed  by REMIC IV to the  holder of the Class  B-IO  Certificates  on  account of REMIC III
Regular Interests B-IO-I and B-IO-P.

         REMIC IV Interests:  The REMIC IV Regular Interest and the Class R-X Certificates.

         REMIC IV Regular Interest:  The separate  non-certificated  beneficial  ownership interest in REMIC IV set
forth in  Section 5.01(c)(iv)  and issued  hereunder and designated as a "regular  interest" in REMIC IV. The REMIC
IV Regular  Interest  shall accrue  interest at the  Uncertificated  Pass-Through  Rate specified for such REMIC IV
Interest  in   Section 5.01(c)(iv).   The  designation  for  the  REMIC IV   Regular   Interest  is  set  forth  in
Section 5.01(c)(iv).

         REO  Property:   A  Mortgaged  Property  acquired  in  the  name  of  the  Trustee,  for  the  benefit  of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

         Reportable Event:  As defined in Section 3.18(a)(iii).

         Repurchase  Price:  With respect to any  Mortgage  Loan (or any property  acquired  with respect  thereto)
required  to be  repurchased  by the  Sponsor  (on its own  behalf as a Seller  and on  behalf  of Master  Funding)
pursuant to the Mortgage Loan  Purchase  Agreement or Article II of this  Agreement,  an amount equal to the excess
of  (i) the  sum of  (a) 100%  of the  Outstanding  Principal  Balance  of such  Mortgage  Loan  as of the  date of
repurchase  (or if the related  Mortgaged  Property was  acquired  with respect  thereto,  100% of the  Outstanding
Principal  Balance at the date of the  acquisition),  (b) accrued but unpaid interest on the Outstanding  Principal
Balance at the related  Mortgage  Interest Rate,  through and including the last day of the month of repurchase and
(c) any  costs and damages (if any)  incurred by the Trust in  connection  with any violation of such Mortgage Loan
of any predatory or abusive  lending laws over (ii) any  portion of the Master  Servicing  Compensation,  Servicing
Fee, Monthly Advances and advances payable to the purchaser of the Mortgage Loan (if any).

         Repurchase  Proceeds:  The  Repurchase  Price in connection  with any repurchase of a Mortgage Loan by the
Sponsor (on its own behalf as a Seller and on behalf of Master  Funding)  and any cash deposit in  connection  with
the substitution of a Mortgage Loan, in each case in accordance with the Mortgage Loan Purchase Agreement.

         Request for Release:  A request for release in the form attached hereto as Exhibit D.

         Required  Insurance  Policy:  With respect to any Mortgage Loan, any insurance policy which is required to
be maintained from time to time under this Agreement with respect to such Mortgage Loan.

         Reserve  Fund:  The  separate  trust  account  created  and  maintained  by the  Securities  Administrator
pursuant to Section 4.06 hereof.

         Residual  Certificate:  Any of the  Class R  Certificates,  consisting  of  three  components—Component I,
Component II and  Component III—respectively  representing ownership of the sole class of residual interest in each
of REMIC I, REMIC II and REMIC III, and the Class R-X Certificates.

         Responsible  Officer:  Any  officer  assigned  to  the  Corporate  Trust  Office  of  the  Trustee  or the
Securities Administrator,  as the case may be (or any successor thereto),  including any Vice President,  Assistant
Vice President,  Trust Officer, any Assistant  Secretary,  any trust officer or any other officer of the Trustee or
the Securities  Administrator,  as the case may be, customarily  performing functions similar to those performed by
any of the above designated  officers and having direct  responsibility  for the  administration of this Agreement,
and any  other  officer  of the  Trustee  or the  Securities  Administrator,  as the case may be,  to whom a matter
arising  hereunder  may be referred  because of such  officer's  knowledge of an  familiarity  with the  particular
subject.

         Rule 144A  Certificate:  The  certificate  to be  furnished  by each  purchaser  of a Private  Certificate
(which is also a  Physical  Certificate)  which is a  Qualified  Institutional  Buyer as  defined  under  Rule 144A
promulgated under the Securities Act, substantially in the form set forth as Exhibit F-2 hereto.

         S&P:  Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and its successors in interest.

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

         Sarbanes-Oxley Certification:  As defined in Section 3.18(a)(iv).

         Scheduled  Payment:  With  respect to any  Mortgage  Loan and any Due  Period,  the  scheduled  payment or
payments of principal  and interest due during such Due Period on such  Mortgage  Loan which either is payable by a
Mortgagor in such Due Period  under the related  Mortgage  Note or, in the case of REO  Property,  would  otherwise
have been payable under the related Mortgage Note.

         Scheduled Principal:  The principal portion of any Scheduled Payment.

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

         Securities  Administrator:  Wells Fargo Bank,  National  Association,  in its  capacity as paying agent or
securities  administrator  (as applicable)  hereunder,  or its successor in interest,  or any successor  securities
administrator or paying agent appointed as herein provided.

         Securities Administrator Information:  As defined in Section 3.18(c).

         Securities  Legend:  "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS. THE HOLDER HEREOF,  BY PURCHASING
THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,  RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE  WITH THE  SECURITIES  ACT AND  OTHER  APPLICABLE  LAWS AND ONLY  (1) PURSUANT  TO RULE  144A  UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER
WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB  PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT THE REOFFER,  RESALE,  PLEDGE OR OTHER  TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A OR (2) IN  CERTIFICATED  FORM TO AN  "INSTITUTIONAL  ACCREDITED  INVESTOR" WITHIN THE
MEANING  THEREOF IN RULE  501(a)(1),  (2),  (3) or (7) OF  REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS  PURCHASING NOT FOR  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF A LETTER  SUBSTANTIALLY IN THE FORM PROVIDED IN THE
AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES  ADMINISTRATOR OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR  THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE  WITH THE  SECURITIES ACT AND OTHER
APPLICABLE  LAWS OR IN EACH CASE IN ACCORDANCE  WITH ALL  APPLICABLE  SECURITIES  LAWS OF THE UNITED STATES AND ANY
OTHER APPLICABLE  JURISDICTION.  THIS  CERTIFICATE MAY NOT BE ACQUIRED  DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN EMPLOYEE  BENEFIT  PLAN OR OTHER  RETIREMENT  ARRANGEMENT  (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT  INCOME SECURITY ACT OF 1974, AS AMENDED,  AND/OR  SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"),  OR BY A PERSON USING "PLAN ASSETS" OF A PLAN,  UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE
SECURITIES  ADMINISTRATOR  WITH AN OPINION OF COUNSEL  FOR THE  BENEFIT OF THE  TRUSTEE,  MASTER  SERVICER  AND THE
SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY RELY WHICH IS  SATISFACTORY TO THE SECURITIES  ADMINISTRATOR  THAT
THE  PURCHASE  OF THIS  CERTIFICATE  IS  PERMISSIBLE  UNDER  APPLICABLE  LAW,  WILL NOT  CONSTITUTE  OR RESULT IN A
NON-EXEMPT  PROHIBITED  TRANSACTION  UNDER  SECTION 406 OF THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED,  OR  SECTION 4975  OF THE CODE AND WILL NOT SUBJECT  THE MASTER  SERVICER,  THE TRUSTEE OR THE  SECURITIES
ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

         Security  Instrument:  A written instrument creating a valid first lien on a Mortgaged Property securing a
Mortgage Note, which may be any applicable form of mortgage,  deed of trust,  deed to secure debt or security deed,
including any riders or addenda thereto.

         Seller:  EMC or Master  Funding,  in each case,  in its  capacity as seller of the  Mortgage  Loans to the
Depositor.

         Senior Certificates:  The Group I Senior Certificates and Group II Senior Certificates.

         Senior  Enhancement  Percentage:  As to each Distribution  Date, the percentage  equivalent of a fraction,
the numerator of which is the sum of (i) the  aggregate of the  Certificate  Principal  Balance of the Class I-M-1,
Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3  Certificates and (ii) the  Overcollateralization  Amount, in
each case after  taking  into  account  the  distribution  of the related  Principal  Distribution  Amounts on such
Distribution  Date, and the denominator of which is the aggregate Stated Principal  Balance of the Group I Mortgage
Loans for such Distribution Date.

         Senior Optimal  Principal Amount:  With respect to each  Distribution  Date, an amount equal to the sum of
the  following  (but in no  event  greater  than  the  aggregate  Certificate  Principal  Balance  of the  Group II
Certificates immediately prior to such Distribution Date):

                  (i)                                                                                      the
Senior  Percentage of the principal  portion of all  Scheduled  Payments due on the Group II Mortgage  Loans on the
related Due Date, as specified in the amortization  schedule at the time applicable  thereto (after  adjustment for
previous  Principal  Prepayments  but  before  any  adjustment  to such  amortization  schedule  by  reason  of any
bankruptcy or similar  proceeding  or any  moratorium or similar  waiver or grace period if the  Distribution  Date
occurs prior to the related Cross-Over Date);

                  (ii)              the Senior Prepayment  Percentage of the Stated Principal Balance of each Group
II Mortgage  Loan which was the subject of a Principal  Prepayment  in full  received by the  Servicers  during the
related Prepayment Period;

                  (iii)
the Senior  Prepayment  Percentage  of the amount of all  Principal  Prepayments  in part  allocated  to  principal
received by the Servicers during the related Prepayment Period in respect of each Group II Mortgage Loan;

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

                  (v)
any amount allocated to the Available Funds of the Loan Group II pursuant to Section 6.02(a)(D); and

                  (vi)
the Senior  Prepayment  Percentage  of the sum of (a) the Stated  Principal  Balance of each Group II Mortgage Loan
that was  repurchased by the Sponsor (on its own behalf as a Seller and on behalf of Master  Funding) in connection
with such  Distribution  Date and (b) the excess,  if any, of the Stated  Principal  Balance of a Group II Mortgage
Loan that has been  replaced by the Sponsor (on its own behalf as a Seller and on behalf of Master  Funding) with a
Substitute  Mortgage Loan pursuant to the Mortgage Loan  Purchase  Agreement in connection  with such  Distribution
Date over the Stated Principal Balance of such Substitute Mortgage Loan.

         Senior  Percentage:  With respect to Loan Group II and any  Distribution  Date, the lesser of (a) 100% and
(b) the  percentage  obtained by dividing the  Certificate  Principal  Balance of the Group II Senior  Certificates
(other  than the  related  Class II-X  Certificates)  by the  aggregate  Stated  Principal  Balance of the Group II
Mortgage Loans as of the beginning of the related Due Period.

         Senior  Prepayment  Percentage:  With respect to Loan Group II and any Distribution  Date occurring during
the periods set forth below, as follows:


Period (dates inclusive)                              Senior Prepayment Percentage
__________________________________________________________________________________________________________________

August 2006 - July 2013                               100%

August 2013 - July 2014                               Senior Percentage for the Group II Senior Certificates plus
                                                      70% of the Subordinate Percentage

August 2014 - July 2015                               Senior Percentage for the Group II Senior Certificates plus
                                                      60% of the Subordinate Percentage

August 2015 - July 2016                               Senior Percentage for the Group II Senior Certificates plus
                                                      40% of the Subordinate Percentage

August 2016 - July 2017                               Senior Percentage for the Group II Senior Certificates plus
                                                      20% of the Subordinate Percentage

August 2017 and thereafter                            Senior Percentage for the Group II Senior Certificates.

         No scheduled  reduction to the Senior Prepayment  Percentage for the Loan Group II shall be made as of any
Distribution  Date unless,  as of the last day of the month  preceding  such  Distribution  Date (1) the  aggregate
Stated  Principal  Balance of the Group II Mortgage  Loans  delinquent 60 days or more  (including for this purpose
any such  mortgage  loans in  foreclosure  and such  mortgage  loans with  respect to which the  related  mortgaged
property  has been  acquired by the trust)  averaged  over the last six months,  as a percentage  of the  aggregate
Certificate  Principal  Balance of the Group II  Subordinate  Certificates  does not exceed 50% and (2)  cumulative
Realized  Losses on the Group II  Mortgage  Loans do not  exceed  (a) 30% of the  aggregate  Certificate  Principal
Balance of the  Original  Group II  Subordinate  Principal  Balance if such  Distribution  Date occurs  between and
including  August  2013 and July 2014,  (b) 35% of the  Original  Group II  Subordinate  Principal  Balance if such
Distribution  Date  occurs  between  and  including  August 2014 and July 2015,  (c) 40% of the  Original  Group II
Subordinate  Principal  Balance if such  Distribution  Date occurs between and including August 2015 and July 2016,
(d) 45% of the  Original  Group II  Subordinate  Principal  Balance if such  Distribution  Date occurs  between and
including  August 2016 and July 2017, and (e) 50% of the Original Group II  Subordinate  Principal  Balance if such
Distribution Date occurs during or after August 2017.

         In addition,  if on any Distribution Date the weighted average of the related  Subordinate  Percentage for
such  Distribution  Date is equal to or  greater  than two  times  the  weighted  average  of the  related  initial
Subordinate  Percentage,  and (a) the aggregate Stated Principal  Balance of the Group II Mortgage Loans delinquent
60 days or more  (including for this purpose any such mortgage  loans in  foreclosure  and such mortgage loans with
respect to which the  related  mortgaged  property  has been  acquired by the  trust),  averaged  over the last six
months, as a percentage of the aggregate  Certificate  Principal  Balance of the Group II Subordinate  Certificates
does not exceed 50% and (b)(i) on or prior to the  Distribution  Date occurring in July 2009,  cumulative  Realized
Losses on the Group II  Mortgage  Loans as of the end of the  related  Prepayment  Period do not  exceed 20% of the
Original  Group II  Subordinate  Principal  Balance and (ii) after the  Distribution  Date  occurring in July 2009,
cumulative  Realized  Losses on the Group II Mortgage Loans as of the end of the related  Prepayment  Period do not
exceed 30% of the Original  Group II  Subordinate  Principal  Balance,  then, in each case,  the Senior  Prepayment
Percentage for the Senior  Certificates  for such  Distribution  Date will equal the Senior  Percentage;  provided,
however,  if on such  Distribution  Date the  Subordinate  Percentage  is equal to or  greater  than two  times the
initial  Subordinate  Percentage  on or  prior to the  Distribution  Date  occurring  in July  2009  and the  above
delinquency  and loss tests are met, then the Senior  Prepayment  Percentage for the Senior  Certificates  for such
Distribution  Date,  will  equal the Senior  Percentage  plus 50% of the  related  Subordinate  Percentage  on such
Distribution Date.

         Notwithstanding  the foregoing,  if on any  Distribution  Date, the percentage,  the numerator of which is
the  aggregate  Certificate  Principal  Balance  of the Group II Senior  Certificates  immediately  preceding  such
Distribution  Date, and the denominator of which is the Stated Principal  Balance of the Group II Mortgage Loans as
of the  beginning  of the related Due Period,  exceeds  such  percentage  as of the Cut-off  Date,  then the Senior
Prepayment Percentage for such Distribution Date will equal 100%.

         Servicer  Remittance  Date: With respect to each Mortgage Loan and the applicable  Servicer,  the date set
forth in the related Servicing Agreement.

         Servicers:  Each of  Countrywide,  EMC,  EverHome,  First  Horizon,  GMACM,  GreenPoint,  Homebanc,  HSBC,
IndyMac, Mid America, PHH, U.S. Bank and Wells Fargo, and their respective permitted successors and assigns.

         Servicing  Agreement:  Each of the Countrywide  Servicing  Agreement,  EMC Servicing  Agreement,  EverHome
Servicing  Agreement,  First  Horizon  Servicing  Agreement,   GMACM  Servicing  Agreement,   GreenPoint  Servicing
Agreement,  Homebanc  Servicing  Agreement,  HSBC Servicing  Agreement,  IndyMac Servicing  Agreement,  Mid America
Servicing Agreement,  PHH Servicing  Agreement,  U.S. Bank Servicing Agreement and Wells Fargo Servicing Agreement,
in each case as modified by the related Assignment Agreement.

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

         Servicing  Fee: As to any Mortgage Loan and  Distribution  Date, an amount equal to the product of (i) the
Stated  Principal  Balance of such Mortgage Loan as of the Due Date in the  preceding  calendar  month and (ii) the
related Servicing Fee Rate.

         Servicing  Fee  Rate:  As to any  Mortgage  Loan,  a per  annum  rate as set  forth in the  Mortgage  Loan
Schedule.

         Servicing  Officer:  The President or a Vice  President or Assistant  Vice  President or other  authorized
officer of the Master Servicer  having direct  responsibility  for the  administration  of this Agreement,  and any
other authorized officer of the Master Servicer to whom a matter arising hereunder may be referred.

         Special  Hazard Loss: A Realized  Loss  attributable  to damage or a direct  physical  loss  suffered by a
mortgaged  property  (including any Realized Loss due to the presence or suspected  presence of hazardous wastes or
substances  on a  mortgaged  property)  other than any such  damage or loss  covered by a hazard  policy or a flood
insurance  policy  required to be maintained in respect of such mortgaged  property under the Agreement or any loss
due to normal wear and tear or certain other causes.

         Sponsor:  EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement.

         Startup Day:  July 31, 2006.

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

         With respect to any Group II Mortgage Loan on any Distribution  Date,  (i) the unpaid principal balance of
such  Mortgage Loan as of the close of business on the related Due Date (taking  account of the  principal  payment
to be made on such Due Date and  irrespective of any delinquency in its payment),  as specified in the amortization
schedule  at the time  relating  thereto  (before any  adjustment  to such  amortization  schedule by reason of any
bankruptcy  or similar  proceeding  occurring  after the Cut-off  Date (other  than a Deficient  Valuation)  or any
moratorium or similar  waiver or grace period) and less (ii) any  Principal  Prepayments  (including  the principal
portion of Net Liquidation Proceeds) received during or prior to the related Prepayment Period.

         The Stated Principal Balance of a Liquidated Mortgage Loan is zero.

         Stepdown  Date:  The  earlier to occur of (i) the  Distribution  Date on which the  aggregate  Certificate
Principal  Balance of the Class I-A  Certificates  has been reduced to zero and (ii) the  later to occur of (a) the
Distribution  Date  in  August 2009  and  (b) the  first  Distribution  Date  on  which  the  sum of the  aggregate
Certificate  Principal  Balance of the Class  I-M-1,  Class  I-M-2,  Class  I-B-1,  Class  I-B-2,  and Class  I-B-3
Certificates and the  Overcollateralization  Amount divided by the Stated  Principal  Balance of the Mortgage Loans
for such Distribution Date is greater than or equal to 18.00%.

         Subordinate  Certificate  Writedown Amount:  With respect to the Group II Subordinate  Certificates and as
to any  Distribution  Date, the amount by which (i) the sum of the Certificate  Principal  Balances of the Group II
Certificates  (after  giving effect to the  distribution  of principal  and the  allocation of applicable  Realized
Losses in reduction of the Certificate  Principal  Balances of the Group II Certificates on such Distribution Date)
exceeds  (y) the  aggregate  Stated  Principal  Balances of the Group II Mortgage  Loans on the Due Date related to
such Distribution Date.

         Subordinate   Certificates:   The  Group  I  Subordinate   Certificates   and  the  Group  II  Subordinate
Certificates.

         Subordinate  Optimal  Principal  Amount:  With  respect to Loan  Group II and any  Distribution  Date,  an
amount  equal  to the sum of the  following  (but in no event  greater  than the  aggregate  Certificate  Principal
Balance of the Group II Subordinate Certificates immediately prior to such Distribution Date):

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

         (ii)     the Subordinate  Prepayment  Percentage of the Stated Principal Balance of each Group II Mortgage
Loan which was the subject of a prepayment  in full  received by the  Servicers  during the  applicable  Prepayment
Period;

         (iii)    the  Subordinate  Prepayment  Percentage  of the  amount all  partial  prepayments  of  principal
received in respect of the Mortgage Loans during the applicable Prepayment Period;

         (iv)     the excess,  if any, of (a) the Net  Liquidation  Proceeds  allocable  to  principal  received in
respect of each Group II  Mortgage  Loan that became a  Liquidated  Mortgage  Loan  during the  related  Prepayment
Period and all Subsequent  Recoveries  received in respect of each Liquidated  Mortgage Loan during the related Due
Period over (b) the sum of the amounts  distributable to the holders of the Group II Senior  Certificates  pursuant
to clause (iv) of the definition of Senior Optimal Principal Amount on such Distribution Date;

         (v)      the  Subordinate  Prepayment  Percentage of the sum of (a) the Stated  Principal  Balance of each
Group II Mortgage Loan which was repurchased by the Sponsor in connection with such  Distribution  Date and (b) the
difference,  if any,  between the Stated  Principal  Balance of a Group II Mortgage  Loan that has been replaced by
the Sponsor with a Substitute  Mortgage Loan pursuant to the Mortgage  Loan Purchase  Agreement in connection  with
such Distribution Date and the Stated Principal Balance of such Substitute Mortgage Loan; and

         (vi)     on the Distribution  Date on which the aggregate  Certificate  Principal  Balance of the Group II
Senior  Certificates  have all been reduced to zero, 100% of the Senior Optimal  Principal Amount for such Group II
Senior Certificates.

         Subordinate  Percentage:  With respect to Loan Group II on any  Distribution  Date,  100% minus the Senior
Percentage.

         Subordinate  Prepayment  Percentage:  With respect to Loan Group II on any  Distribution  Date, 100% minus
the Senior Percentage.

         Subsequent  Recoveries:  As of any  Distribution  Date,  amounts received during the related Due Period by
the Master Servicer (net of any related  expenses  permitted to be reimbursed  pursuant to Section 4.05) or surplus
amounts held by the Master  Servicer to cover  estimated  expenses  (including,  but not limited to,  recoveries in
respect of the  representations  and warranties made by the Sponsor or Master Funding pursuant to the Mortgage Loan
Purchase  Agreement)  specifically  related to a Liquidated  Mortgage  Loan or the  disposition  of an REO Property
prior to the related  Prepayment  Period that resulted in a Realized Loss, after liquidation or disposition of such
Mortgage Loan.

         Substitute  Mortgage  Loan:  A mortgage  loan  tendered to the Trustee  pursuant to the related  Servicing
Agreement,  the Mortgage Loan Purchase  Agreement or Section 2.04 of this Agreement,  as applicable,  in each case,
(i) which has an Outstanding  Principal  Balance not greater nor  materially  less than the Mortgage Loan for which
it is to be  substituted;  (ii) which  has a Mortgage  Interest Rate and Net Rate not less than, and not materially
greater than,  such  Mortgage  Loan;  (iii) which  has a maturity  date not  materially  earlier or later than such
Mortgage  Loan and not  later  than the  latest  maturity  date of any  Mortgage  Loan;  (iv) which  is of the same
property type and occupancy type as such Mortgage Loan;  (v) which has a  Loan-to-Value  Ratio not greater than the
Loan-to-Value  Ratio of such  Mortgage  Loan;  (vi) which is current in payment of principal and interest as of the
date of  substitution;  (vii) as to which the payment  terms do not vary in any  material  respect from the payment
terms of the Mortgage Loan for which it is to be substituted  and  (viii) which  has a Gross Margin,  Periodic Rate
Cap and Maximum  Lifetime  Mortgage Rate no less than those of such Mortgage  Loan, has the same Index and interval
between Interest  Adjustment  Dates as such Mortgage Loan, and a Minimum Lifetime  Mortgage Rate no lower than that
of such Mortgage Loan.

         Substitution  Adjustment  Amount:  The amount,  if any, required to be paid by the Mortgage Loan Seller to
the Securities  Administrator  for deposit in the Distribution  Account pursuant to Section 2.04 in connection with
the substitution of a Mortgage Loan.

         Tax  Administration  and Tax Matters Person:  The Securities  Administrator  and any successor  thereto or
assignee  thereof shall serve as tax  administrator  hereunder and as agent for the Tax Matters Person.  The Holder
of the largest percentage  interest of each Class of Residual  Certificates shall be the Tax Matters Person for the
related 2006-5 REMIC, as more particularly set forth in Section 9.12 hereof.

         Termination  Purchase  Price:  The  price,  calculated  as set  forth  in  Section 10.01,  to be  paid  in
connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.

         Trigger  Event:  With  respect  to any  Distribution  Date,  an event that  exists if  (i) the  percentage
obtained by dividing (x) the  aggregate Stated Principal  Balance of the Group I Mortgage Loans that are 60 or more
days  Delinquent  (including for this purpose any such Mortgage Loans in bankruptcy or foreclosure  and the Group I
Mortgage  Loans with respect to which the related  Mortgaged  Property  has been  acquired by the Trust) by (y) the
aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans in the mortgage  pool, in each case, as of the
close of  business  on the last day of the  preceding  calendar  month,  exceeds  38.89% of the  Current  Specified
Enhancement  Percentage or (ii) the  aggregate  amount of Realized  Losses on the Group I Mortgage  Loans since the
Cut-off Date as a percentage  of the aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans as of the
Cut-off Date exceeds the applicable percentage set forth below:

                                                Months               Percentage

                                               37 - 48                  0.70%

                                               49 - 60                  1.25%

                                               61 - 72                  1.75%

                                                 73+                    2.05%

         Trust  Fund or Trust:  The corpus of the trust  created  by this  Agreement,  consisting  of the  Mortgage
Loans and the other assets described in Section 2.01(a).

         Trustee:  Citibank,  N.A., or its  successor in interest,  or any  successor  trustee  appointed as herein
provided.

         2006-5 REMIC: Any of REMIC I, REMIC II, REMIC III and REMIC IV.

         Uncertificated  Interest:  With  respect to each REMIC  Regular  Interest on each  Distribution  Date,  an
amount  equal to one  month's  interest  at the  related  Uncertificated  Pass-Through  Rate on the  Uncertificated
Principal Balance of such REMIC Regular Interest.  In each case, for purposes of the distributions,  Uncertificated
Interest  will be reduced by the interest  portion of any Realized  Losses and Net Interest  Shortfalls  allocated,
with respect to the REMIC II Regular  Interests,  to such REMIC  Regular  Interests  pursuant to the  definition of
REMIC II Realized  Losses and,  with  respect to the REMIC I Regular  Interests,  REMIC III Regular  Interests  and
REMIC IV Regular Interest, to the Related Classes of Certificates.

         Uncertificated  Pass-Through  Rate:  With  respect  to any  Distribution  Date  and  REMIC  Interest,  the
pass-through rate of each such REMIC Interest set forth in Section 5.01(c).

         Uncertificated  Principal  Balance:  The amount of any REMIC Regular  Interest  outstanding as of any date
of  determination.  As of the Closing Date, the  Uncertificated  Principal Balance of each REMIC I Regular Interest
shall equal the amount set forth in  Section 5.01(c)(i)  as its Initial  Uncertificated  Principal Balance. On each
Distribution Date, the Uncertificated  Principal Balance of each REMIC I Regular Interest shall be reduced,  first,
by the portion of Realized  Losses  allocated  in reduction of the  Certificate  Principal  Balances of the Related
Classes of Certificates on such  Distribution  Date and,  second,  by all  distributions  of principal made on such
Related Classes of Certificates on such  Distribution  Date. As of the Closing Date, the  Uncertificated  Principal
Balance of each REMIC II  Regular  Interest shall equal the amount set forth in the  Section 5.01(c)(ii)  hereto as
its Initial  Uncertificated  Principal Balance. On each Distribution Date, the Uncertificated  Principal Balance of
each REMIC II  Regular  Interest shall be reduced,  first, by the portion of Realized Losses allocated in reduction
of the  Uncertificated  Principal Balances thereof on such Distribution Date pursuant to the definition of REMIC II
Realized Losses and, second,  the amounts deemed  distributed on each  Distribution Date in respect of principal on
the REMIC II Regular  Interests  pursuant to  Section 6.10.  As of the Closing Date, the  Uncertificated  Principal
Balance of each REMIC III Regular Interest shall equal the amount set forth in the  Section 5.01(c)(iii)  hereto as
its Initial  Uncertificated  Principal Balance. On each Distribution Date, the Uncertificated  Principal Balance of
each REMIC III Regular  Interest shall be reduced,  first, by the portion of Realized Losses allocated in reduction
of the  Certificate  Principal  Balances of the Related  Classes of  Certificates  on such  Distribution  Date and,
second, by all  distributions of principal made on such Related Classes of Certificates on such Distribution  Date.
As of the Closing Date,  the  Uncertificated  Principal  Balance of the REMIC IV Regular  Interest  shall equal the
amount set forth in Section 5.01(c)(iv) as its Initial Uncertificated Principal Balance.

         Undercollateralized  Amount:  With  respect  to Loan  Group II and any  Distribution  Date,  the excess of
(i) the aggregate  Certificate  Principal Balance over (ii) the  aggregate Stated Principal Balance of the Group II
Mortgage Loans.

         Uninsured  Cause:  Any cause of damage to a  Mortgaged  Property  or related  REO  Property  such that the
complete  restoration of such Mortgaged  Property or related REO Property is not fully  reimbursable  by the hazard
insurance  policies required to be maintained  pursuant the Servicing  Agreement,  without regard to whether or not
such policy is maintained.

         United  States  Person:  A citizen  or  resident  of the  United  States,  a  corporation  or  partnership
(including  an entity  treated  as a  corporation  or  partnership  for  federal  income tax  purposes)  created or
organized  in, or under the laws of, the United  States or any state  thereof or the District of Columbia  (except,
in the case of a partnership,  to the extent  provided in  regulations),  provided that, for purposes solely of the
Residual  Certificates,  no partnership  or other entity treated as a partnership  for United States federal income
tax  purposes  shall be  treated  as a United  States  Person  unless  all  persons  that own an  interest  in such
partnership  either  directly or through any entity that is not a corporation  for United States federal income tax
purposes  are United  States  Persons,  or an estate whose income is subject to United  States  federal  income tax
regardless of its source,  or a trust if a court within the United States is able to exercise  primary  supervision
over the  administration  of the trust and one or more such United States Persons have the authority to control all
substantial  decisions of the trust.  To the extent  prescribed  in  regulations  by the Secretary of the Treasury,
which have not yet been issued,  a trust which was in existence on  August 20,  1996 (other than a trust treated as
owned by the grantor  under  subpart E of part I of  subchapter J of chapter 1 of the Code),  and which was treated
as a United  States  person on  August 20,  1996 may elect to  continue  to be  treated as a United  States  person
notwithstanding the previous sentence.

         Unpaid  Realized  Loss  Amount:  With  respect to any  Distribution  Date and any Class of Group I Offered
Certificates and the Class I-B-3 Certificates,  is the excess of (i) Applied  Realized Loss Amounts with respect to
such Class over  (ii) the  sum of all  distributions  in  reduction  of the Applied  Realized  Loss  Amounts on all
previous  Distribution  Dates.  Any amounts  distributed to a Class of Group I Offered  Certificates  and the Class
I-B-3  Certificates  in respect of any Unpaid  Realized  Loss Amount will not be applied to reduce the  Certificate
Principal Balance of such Class.

         U.S. Bank:  U.S. Bank, NA, and any successor thereto.

         U.S. Bank Servicing  Agreement:  The Purchase,  Warranties and Servicing  Agreement,  dated as of March 1,
2003, as amended by Amendment No. 1 to the Purchase,  Warranties  and Servicing  Agreement,  dated as of January 1,
2006, between EMC and U.S. Bank, N.A, attached hereto as Exhibit H-12.

         Wells Fargo:  Wells Fargo Bank, N.A., and any successor thereto.

         Wells  Fargo  Servicing  Agreement:   Amended  and  Restated  Master  Seller's  Warranties  and  Servicing
Agreement dated as of November 1, 2005, between Wells Fargo and EMC, attached hereto as Exhibit H-13.

                                                     ARTICLE II

                                           Conveyance of Mortgage Loans;
                                         Original Issuance of Certificates

Section 2.01. Conveyance  of Mortgage  Loans to Trustee.  (a) The  Depositor  concurrently  with the  execution and
delivery of this Agreement,  sells,  transfers and assigns to the Trust without  recourse all its right,  title and
interest in and to (i) the  Mortgage  Loans  identified in the Mortgage Loan  Schedule,  including all interest and
principal due with respect to the Mortgage  Loans after the Cut-off  Date,  but excluding any payments of principal
and interest due on or prior to the Cut-off  Date;  (ii) such  assets as shall from time to time be credited or are
required by the terms of this Agreement to be credited to the Distribution  Account  (iii) such  assets relating to
the  Mortgage  Loans as from time to time may be held by the  Servicers in  Protected  Accounts and the  Securities
Administrator  in the  Distribution  Account in the name of the  Trustee on behalf of the Trust for the  benefit of
the  Certificateholders  and the Securities  Administrator in the Reserve Fund in the name of the Trustee on behalf
of the Trust for the benefit of the Group I Offered,  Class I-B-3 and Class B-IO  Certificateholders,  (iv) any REO
Property,  (v) the Required  Insurance  Policies and any amounts paid or payable by the insurer under any Insurance
Policy (to the extent the mortgagee has a claim  thereto),  (vi) the  Mortgage Loan Purchase  Agreement,  (vii) the
rights with respect to the Servicing  Agreements (and each related  Recognition  Agreement as defined and described
in the  related  Assignment  Agreement)  as  assigned  to the Trustee on behalf of the Trust for the benefit of the
Certificateholders  by the  Assignment  Agreements  and  the  rights  of the  Depositor  under  the  EMC  Servicing
Agreement,  (viii) such  assets  as shall  from  time to time be  credited  or are  required  by the  terms of this
Agreement  to be  credited  to the  Distribution  Account  and  the  Reserve  Fund  and  (ix) any  proceeds  of the
foregoing.  Although it is the intent of the  parties to this  Agreement  that the  conveyance  of the  Depositor's
right,  title and  interest  in and to the  Mortgage  Loans and other  assets in the Trust  Fund  pursuant  to this
Agreement  shall  constitute a purchase and sale and not a loan, in the event that such  conveyance is deemed to be
a loan, it is the intent of the parties to this  Agreement  that the  Depositor  shall be deemed to have granted to
the Trustee a first priority  perfected  security interest in all of the Depositor's  right, title and interest in,
to and under the Mortgage  Loans and other assets in the Trust Fund,  and that this  Agreement  shall  constitute a
security agreement under applicable law.

(b) In connection  with the above  transfer and  assignment,  the Sponsor  hereby  deposits with the Trustee or the
related Custodian, on behalf of the Trustee, with respect to each Mortgage Loan:

(i) the original  Mortgage Note,  endorsed without recourse (A) to the order of the Trustee or (B) in the case of a
Mortgage Loan registered on the MERS system,  in blank,  and in each case showing an unbroken chain of endorsements
from the  originator  thereof to the Person  endorsing it to the Trustee,  or lost note  affidavit  together with a
copy of the related Mortgage Note,

(ii) the original  Mortgage  and, if the related  Mortgage  Loan is a MOM Loan,  noting the presence of the MIN and
language  indicating  that such Mortgage Loan is a MOM Loan,  which shall have been recorded (or if the original is
not available,  a copy),  with evidence of such recording  indicated thereon (or if clause (w) in the proviso below
applies, shall be in recordable form),

(iii) unless the Mortgage Loan is assigned in the name of MERS, a certified  copy of the  assignment  (which may be
in the form of a blanket  assignment if permitted in the  jurisdiction in which the Mortgaged  Property is located)
to "Citibank,  N.A., as Trustee",  with evidence of recording with respect to each Mortgage Loan in the name of the
Trustee  thereon (or if clause (w) in the proviso  below  applies or for  Mortgage  Loans with respect to which the
related Mortgaged Property is located in a state other than Maryland,  Tennessee,  South Carolina,  Mississippi and
Florida,  or an Opinion of Counsel has been provided as set forth in this  Section 2.01(b),  shall be in recordable
form),

(iv) all intervening assignments of the Security Instrument,  if applicable and only to the extent available to the
Depositor with evidence of recording thereon,

(v) the original or a copy of the policy or  certificate  of primary  mortgage  guaranty  insurance,  to the extent
available, if any,

(vi) the original policy of title  insurance or mortgagee's  certificate of title insurance or commitment or binder
for title insurance, and

(vii) originals of all modification agreements, if applicable and available.

provided,  however,  that in lieu of the foregoing,  the Depositor may deliver the following  documents,  under the
circumstances  set forth below:  (w) in lieu of the original  Security  Instrument,  assignments  to the Trustee or
intervening  assignments thereof which have been delivered,  are being delivered or will, upon receipt of recording
information  relating to the  Security  Instrument  required to be included  thereon,  be  delivered  to  recording
offices for recording  and have not been  returned to the  Depositor in time to permit their  delivery as specified
above,  the Depositor may deliver,  or cause to be delivered,  a true copy thereof with a stamp on the face of such
copy,  substantially  as follows:  "Certified  to be a true and correct copy of the  original";  (x) in lieu of the
Security Instrument,  assignment to the Trustee or intervening  assignments thereof, if the applicable jurisdiction
retains the originals of such  documents (as  evidenced by a  certification  from the Depositor to such effect) the
Depositor may deliver photocopies of such documents  containing an original  certification by the judicial or other
governmental  authority of the jurisdiction where such documents were recorded;  and (y) the Depositor shall not be
required to deliver  intervening  assignments or Mortgage Note  endorsements  between the applicable Seller and the
Depositor,  and  between the  Depositor  and the  Trustee;  and  provided,  further,  however,  that in the case of
Mortgage  Loans  which  have been  prepaid  in full  after the  Cut-off  Date and prior to the  Closing  Date,  the
Depositor,  in lieu of delivering the above documents,  may deliver to the Trustee or the Custodian, on its behalf,
a  certification  to such  effect and shall  deposit  all  amounts  paid in respect of such  Mortgage  Loans in the
Distribution  Account on the Closing Date.  The Depositor  shall deliver such  original  documents  (including  any
original  documents as to which  certified  copies had previously  been delivered) to the Trustee or the Custodian,
on its behalf,  promptly after they are received.  The Depositor  shall cause the Sponsor (on its own behalf and on
behalf of Master Funding),  at its expense,  to cause each assignment of the Security  Instrument to the Trustee to
be recorded not later than 180 days after the Closing  Date,  unless  (a) such  recordation  is not required by the
Rating  Agencies or an Opinion of Counsel  addressed to the Trustee has been  provided to the Trustee  (with a copy
to the  Custodian)  which  states that  recordation  of such  Security  Instrument  is not  required to protect the
interests of the  Certificateholders  in the related Mortgage Loans or (b) MERS is identified on the Mortgage or on
a properly  recorded  assignment  of the Mortgage as the  mortgagee of record solely as nominee for the Sponsor and
Master  Funding and its successor  and assigns;  provided,  however,  that each  assignment  shall be submitted for
recording by the Sponsor (on its own behalf and on behalf of Master Funding) in the manner  described  above, at no
expense  to the  Trust  or the  Trustee  or  the  Custodian,  on  its  behalf,  upon  the  earliest  to  occur  of:
(i) reasonable  direction by the Holders of Certificates  evidencing Fractional Undivided Interests aggregating not
less than 25% of the Trust,  (ii) the  occurrence  of an Event of Default,  (iii) the  occurrence  of a bankruptcy,
insolvency or foreclosure  relating to the Sponsor and (iv) the  occurrence of a servicing transfer as described in
Section 8.02 hereof.

Section 2.02. Acceptance  of  Mortgage  Loans by Trustee.  (a) The  Trustee  acknowledges  the sale,  transfer  and
assignment of the Trust Fund to it (or the  Custodian,  on its behalf) by the Depositor and receipt of,  subject to
further review and the  exceptions  which may be noted pursuant to the  procedures  described  below,  and declares
that it holds,  the  documents (or  certified  copies  thereof)  delivered to it or the  Custodian,  on its behalf,
pursuant to  Section 2.01,  and declares  that it (or the  Custodian,  on its behalf)  will  continue to hold those
documents  and any  amendments,  replacements  or  supplements  thereto  and all other  assets  of the  Trust  Fund
delivered  to it (or the  Custodian,  on its behalf) as Trustee in trust for the use and benefit of all present and
future Holders of the  Certificates.  On the Closing Date, with respect to the Mortgage Loans,  the Custodian shall
acknowledge  with respect to each Mortgage Loan by delivery to the Depositor,  the Master  Servicer and the Trustee
of an Initial  Certification  substantially in the form of Exhibit One to the related Custodial Agreement,  receipt
of the Mortgage  File, but without  review of such Mortgage  File,  except to the extent  necessary to confirm that
such  Mortgage  File contains the related  Mortgage  Note or lost note  affidavit.  No later than 90 days after the
Closing Date (or with respect to any Substitute  Mortgage Loan,  within five Business Days after the receipt by the
Trustee or Custodian thereof),  the Trustee agrees, for the benefit of the  Certificateholders,  to review or cause
to be reviewed  by the  Custodian  on its behalf  (under the  related  Custodial  Agreement),  each  Mortgage  File
delivered to it and to execute and deliver,  or cause to be executed and delivered,  to the  Depositor,  the Master
Servicer and the Trustee an Interim  Certification  substantially in the form annexed as Exhibit Two to the related
Custodial  Agreement.  In  conducting  such  review,  the  Trustee or  Custodian,  on behalf of the  Trustee,  will
ascertain  whether  all  required  documents  have been  executed  and  received,  and based on the  Mortgage  Loan
Schedule,  whether  those  documents  relate,  determined on the basis of the Mortgagor  name,  original  principal
balance and loan number,  to the Mortgage Loans it has received,  as identified in the Mortgage Loan  Schedule.  In
performing any such review,  the Trustee or the Custodian,  on its behalf,  may conclusively  rely on the purported
due execution and genuineness of any such document and on the purported  genuineness of any signature  thereon.  If
the Trustee or the  Custodian,  on its behalf,  finds any document  constituting  part of the Mortgage File has not
been executed or received,  or to be unrelated,  determined on the basis of the Mortgagor name,  original principal
balance and loan number,  to the Mortgage Loans  identified in Exhibit B,  or to appear defective on its face (i.e.
torn,  mutilated,  or otherwise  physically  altered) (a "Material Defect"),  the Trustee or the Custodian,  on its
behalf,  shall,  upon  completion of the review of all files,  but in no event later than 90 days after the Closing
Date,  notify the  Sponsor.  In  accordance  with the Mortgage  Loan  Purchase  Agreement,  the Sponsor (on its own
behalf and on behalf of Master  Funding)  shall  correct or cure any such defect  within  ninety (90) days from the
date of notice  from the  Trustee or the  Custodian,  on its  behalf,  of the defect and if the Sponsor (on its own
behalf and on behalf of Master  Funding)  fails to correct or cure the defect  within such period,  and such defect
materially  and  adversely  affects the  interests of the  Certificateholders  in the related  Mortgage  Loan,  the
Trustee or the  Custodian,  on its behalf,  shall  enforce the Sponsor's  obligation  pursuant to the Mortgage Loan
Purchase  Agreement  within 90 days from the Trustee's or the Custodian's  notification,  to purchase such Mortgage
Loan (on its own behalf and on behalf of Master  Funding) at the  Repurchase  Price;  provided that, if such defect
would cause the Mortgage Loan to be other than a "qualified  mortgage" as defined in  Section 860G(a)(3)(A)  of the
Code and Treasury  Regulation  Section 1.860G-2(a)(1),  (2), (4), (5),  (6), (7) and (9),  without  reliance on the
provisions of Treasury  Regulation  Section 1.860G-2(a)(3)  or Treasury  Regulation  Section 1.860G-2(f)(2)  or any
other  provision  that would allow a Mortgage  Loan to be treated as a  "qualified  mortgage"  notwithstanding  its
failure   to  meet   the   requirements   of   Section 860G(a)(3)(A)   of  the   Code   and   Treasury   Regulation
Section 1.860G-2(a)(1),  (2), (4),  (5),  (6), (7) and (9), any such cure or  repurchase  must occur within 90 days
from the date such breach was discovered;  provided,  however,  that if such defect relates solely to the inability
of the Sponsor (on its own behalf and on behalf of Master Funding) to deliver the original  Security  Instrument or
intervening  assignments thereof, or a certified copy because the originals of such documents,  or a certified copy
have not been  returned  by the  applicable  jurisdiction,  the  Sponsor (on its own behalf and on behalf of Master
Funding)  shall not be required to purchase such Mortgage Loan if the Sponsor  delivers such original  documents or
certified  copy promptly upon  receipt,  but in no event later than 360 days after the Closing Date.  The foregoing
repurchase  obligation  shall not apply in the event  that the  Sponsor  (on its own behalf and on behalf of Master
Funding)  cannot  deliver  such  original  or copy of any  document  submitted  for  recording  to the  appropriate
recording  office in the  applicable  jurisdiction  because  such  document  has not been  returned by such office;
provided that the Sponsor (on its own behalf and on behalf of Master  Funding)  shall  instead  deliver a recording
receipt of such  recording  office  or, if such  receipt  is not  available,  a  certificate  confirming  that such
documents have been accepted for recording,  and delivery to the Trustee or the Custodian,  on its behalf, shall be
effected by the Sponsor (on its own behalf and on behalf of Master  Funding)  within  thirty days of its receipt of
the original recorded document.

(b) No later than 180 days after the Closing Date (or with respect to any  Substitute  Mortgage  Loan,  within five
Business  Days after the receipt by the Trustee or the Custodian  thereof),  the Trustee or the  Custodian,  on its
behalf,  will  review,  for the benefit of the  Certificateholders,  the  Mortgage  Files  delivered to it and will
execute and deliver or cause to be executed and delivered to the Depositor,  the Master  Servicer and the Trustee a
Final  Certification  substantially  in the form annexed as Exhibit Three to the related  Custodial  Agreement.  In
conducting such review,  the Trustee or the Custodian,  on its behalf,  will ascertain  whether an original of each
document  required to be recorded has been returned from the  recording  office with evidence of recording  thereon
or a certified copy has been obtained from the recording  office.  If the Trustee or the Custodian,  on its behalf,
finds a Material Defect, the Trustee or the Custodian,  on its behalf,  shall, upon completion of the review of all
files,  but in no event later than 180 days after the Closing Date,  notify the Sponsor  (provided,  however,  that
with respect to those documents  described in Sections  2.01(b)(iv),  (v) and (vii),  the Trustee's and Custodian's
obligations  shall extend only to the documents  actually  delivered to the Trustee or the Custodian,  on behalf of
the Trustee,  pursuant to such Sections).  In accordance with the Mortgage Loan Purchase  Agreement the Sponsor (on
its own behalf and on behalf of Master  Funding)  shall  correct  or cure any such  defect  within 90 days from the
date of notice from the Trustee or the  Custodian,  on its behalf,  of the  Material  Defect and if the Sponsor (on
its own behalf and on behalf of Master  Funding) is unable to cure such  defect  within  such  period,  and if such
defect materially and adversely affects the interests of the  Certificateholders  in the related Mortgage Loan, the
Trustee shall enforce the Sponsor's  obligation  under the Mortgage Loan Purchase  Agreement to provide (on its own
behalf and on behalf of Master  Funding) a Substitute  Mortgage  Loan (if within two years of the Closing  Date) or
purchase  such  Mortgage  Loan at the  Repurchase  Price;  provided,  however,  that if such defect would cause the
Mortgage  Loan to be  other  than a  "qualified  mortgage"  as  defined  in  Section 860G(a)(3)(A)  of the Code and
Treasury  Regulation  Section 1.860G-2(a)(1),  (2), (4), (5), (6), (7) and (9),  without reliance on the provisions
of  Treasury  Regulation   Section 1.860G-2(a)(3)  or  Treasury  Regulation  Section 1.860G-2(f)(2)  or  any  other
provision that would allow a Mortgage Loan to be treated as a "qualified  mortgage"  notwithstanding its failure to
meet the requirements of  Section 860G(a)(3)(A)  of the Code and Treasury Regulation  Section 1.860G-2(a)(1),  (2),
(4),  (5),  (6), (7) and (9), any such cure,  repurchase  or  substitution  must occur within 90 days from the date
such breach was discovered;  provided,  further, that if such defect relates solely to the inability of the Sponsor
(on its own behalf and on behalf of Master  Funding) to deliver the original  Security  Instrument  or  intervening
assignments  thereof,  or a certified  copy,  because the originals of such documents or a certified copy, have not
been  returned by the  applicable  jurisdiction,  the  Sponsor (on its own behalf and on behalf of Master  Funding)
shall not be required to purchase  such  Mortgage  Loan,  if the Sponsor (on its own behalf and on behalf of Master
Funding) delivers such original  documents or certified copy promptly upon receipt,  but in no event later than 360
days after the Closing Date.  The  foregoing  repurchase  obligation  shall not apply in the event that the Sponsor
(on its own  behalf  and on behalf  of  Master  Funding)  cannot  deliver  such  original  or copy of any  document
submitted for recording to the appropriate  recording office in the applicable  jurisdiction  because such document
has not been  returned  by such  office;  provided  that the  Sponsor  (on its own  behalf  and on behalf of Master
Funding) shall instead deliver a recording  receipt of such recording  office or, if such receipt is not available,
a certificate  confirming that such documents have been accepted for recording,  and delivery to the Trustee or the
Custodian,  on its behalf,  shall be effected by the Sponsor or Master Funding within thirty days of its receipt of
the original recorded document.

(c) In the event that a Mortgage  Loan is  purchased  by the Sponsor (on its own behalf as a Seller or on behalf of
Master  Funding) in  accordance  with  Sections  2.02(a) or (b) above,  the Sponsor  shall remit to the  Securities
Administrator,  the Repurchase Price for deposit in the  Distribution  Account and the Sponsor shall provide to the
Securities  Administrator  and the Trustee written  notification  detailing the components of the Repurchase Price.
Upon deposit of the Repurchase  Price in the Distribution  Account,  the Depositor shall notify the Trustee and the
Custodian,  on behalf of the  Trustee  (upon  receipt of a Request for  Release in the form of  Exhibit D  attached
hereto with  respect to such  Mortgage  Loan),  shall  release to the Sponsor  the  related  Mortgage  File and the
Trustee shall execute and deliver all instruments of transfer or assignment,  without  recourse,  representation or
warranty,  furnished to it by the Sponsor,  as are  necessary to vest in the Sponsor  title to and rights under the
Mortgage  Loan.  Such  purchase  shall be deemed to have  occurred  on the date on which  the  Repurchase  Price in
available  funds is received by the  Securities  Administrator.  The Sponsor shall amend the Mortgage Loan Schedule
to reflect  such  repurchase  and shall  promptly  notify the Trustee,  the  Securities  Administrator,  the Master
Servicer,  the Custodian and the Rating  Agencies of such  amendment.  The  obligation of the Sponsor to repurchase
(on its own behalf and on behalf of Master  Funding) any Mortgage  Loan as to which such a defect in a  constituent
document  exists shall be the sole remedy  respecting  such defect  available to the  Certificateholders  or to the
Trustee on their behalf.

Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement.
(a) The Depositor hereby assigns to the Trustee, on behalf of the  Certificateholders,  all of its right, title and
interest  in the  Mortgage  Loan  Purchase  Agreement  including  but not  limited  to the  Depositor's  rights and
obligations  pursuant to the Servicing  Agreements  (noting that the Sponsor has retained the right in the event of
breach of the  representations,  warranties  and covenants,  if any, with respect to the related  Mortgage Loans of
the related  Servicer under the related  Servicing  Agreement to enforce (on its own behalf and on behalf of Master
Funding) the  provisions  thereof and to seek all or any available  remedies).  The  obligations of the Sponsor (on
its own behalf and on behalf of Master Funding) to substitute or repurchase,  as applicable,  a Mortgage Loan shall
be the Trustee's and the  Certificateholders'  sole remedy for any breach  thereof.  At the request of the Trustee,
the  Depositor  shall take such  actions as may be  necessary  to enforce the above  right,  title and  interest on
behalf of the Trustee  and the  Certificateholders  or shall  execute  such  further  documents  as the Trustee may
reasonably require in order to enable the Trustee to carry out such enforcement.

(b) If the Depositor,  the Master Servicer,  or the Trustee  discovers a breach of any of the  representations  and
warranties set forth in the Mortgage Loan Purchase  Agreement,  which breach  materially and adversely  affects the
value of the interests of  Certificateholders  or the Trustee in the related  Mortgage Loan, the party  discovering
the breach  shall give prompt  written  notice of the breach to the other  parties.  The Sponsor (on its own behalf
and on behalf of Master  Funding),  within 90 days of its  discovery  or  receipt  of notice  that such  breach has
occurred  (whichever  occurs earlier),  shall cure the breach in all material  respects or, subject to the Mortgage
Loan Purchase Agreement or Section 2.04 of this Agreement,  as applicable,  shall purchase the Mortgage Loan or any
property  acquired  with  respect  thereto from the Trustee;  provided,  however,  that if there is a breach of any
representation  set  forth  in the  Mortgage  Loan  Purchase  Agreement  or  Section 2.04  of  this  Agreement,  as
applicable,  and the Mortgage Loan or the related  property  acquired with respect  thereto has been sold, then the
Sponsor  (on its own behalf  and on behalf of Master  Funding)  shall pay,  in lieu of the  Repurchase  Price,  any
excess  of the  Repurchase  Price  over  the  Net  Liquidation  Proceeds  received  upon  such  sale.  (If  the Net
Liquidation  Proceeds  exceed  the  Repurchase  Price,  any excess  shall be paid to the  Sponsor to the extent not
required by law to be paid to the  borrower.)  Any such purchase by the Sponsor (on its own behalf and on behalf of
Master  Funding)  shall  be  made  by  providing  an  amount  equal  to the  Repurchase  Price  to  the  Securities
Administrator  for deposit in the Distribution  Account and written  notification  detailing the components of such
Repurchase  Price.  The  Depositor  shall  notify the Trustee and submit to the  Trustee or the  Custodian,  on its
behalf,  a Request for Release,  and the Trustee shall cause the  Custodian to release,  to the Sponsor the related
Mortgage File and the Trustee shall execute and deliver all  instruments of transfer or assignment  furnished to it
by the Sponsor (on its own behalf and on behalf of Master Funding),  without  recourse,  representation or warranty
as are necessary to vest in the Sponsor  title to and rights under the Mortgage Loan or any property  acquired with
respect  thereto.  Such  purchase  shall be deemed to have  occurred on the date on which the  Repurchase  Price in
available  funds is received by the  Securities  Administrator.  The Sponsor shall amend the Mortgage Loan Schedule
to reflect  such  repurchase  and shall  promptly  notify the Trustee,  the  Securities  Administrator,  the Master
Servicer,  each Custodian and the Rating Agencies of such  amendment.  Enforcement of the obligation of the Sponsor
(on its own behalf and on behalf of Master  Funding) to purchase (or  substitute a  Substitute  Mortgage  Loan for)
any Mortgage Loan or any property  acquired with respect  thereto (or pay the Repurchase  Price as set forth in the
above  proviso) as to which a breach has occurred and is continuing  shall  constitute  the sole remedy  respecting
such breach available to the Certificateholders or the Trustee on their behalf.

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

Section 2.04. Substitution of Mortgage Loans.  Notwithstanding  anything to the contrary in this Agreement, in lieu
of purchasing a Mortgage  Loan  pursuant to the Mortgage  Loan Purchase  Agreement or Sections 2.02 or 2.03 of this
Agreement,  the  Sponsor (on its own behalf and on behalf of Master  Funding)  may, no later than the date by which
such  purchase by the Sponsor  would  otherwise  be  required,  tender to the Trustee a  Substitute  Mortgage  Loan
accompanied by a certificate of an authorized  officer of the Sponsor that such  Substitute  Mortgage Loan conforms
to the  requirements  set forth in the  definition  of  "Substitute  Mortgage  Loan" in the Mortgage  Loan Purchase
Agreement or this Agreement,  as applicable;  provided,  however,  that substitution  pursuant to the Mortgage Loan
Purchase  Agreement or Section 2.04 of this  Agreement,  as applicable,  in lieu of purchase shall not be permitted
after the termination of the two-year period beginning on the Startup Day;  provided,  further,  that if the breach
would cause the Mortgage Loan to be other than a "qualified  mortgage" as defined in  Section 860G(a)(3)(A)  of the
Code and Treasury  Regulation  Section 1.860G-2(a)(1),  (2), (4), (5),  (6), (7) and (9),  without  reliance on the
provisions of Treasury  Regulation  Section 1.860G-2(a)(3)  or Treasury  Regulation  Section 1.860G-2(f)(2)  or any
other  provision  that would allow a Mortgage  Loan to be treated as a  "qualified  mortgage"  notwithstanding  its
failure   to  meet   the   requirements   of   Section 860G(a)(3)(A)   of  the   Code   and   Treasury   Regulation
Section 1.860G-2(a)(1),  (2), (4), (5), (6), (7) and (9), any such cure or  substitution  must occur within 90 days
from the date the breach was  discovered.  The Sponsor will promptly  notify the Master Servicer and the Securities
Administrator of any such  substitution.  The Trustee or the Custodian,  on its behalf,  shall examine the Mortgage
File  for any  Substitute  Mortgage  Loan in the  manner  set  forth  in  Section 2.02(a)  and the  Trustee  or the
Custodian,  on its behalf, shall notify the Sponsor, in writing,  within five Business Days after receipt,  whether
or not the documents  relating to the Substitute  Mortgage Loan satisfy the  requirements of the fourth sentence of
Section 2.02(a).  Within two Business  Days after such  notification,  the Sponsor (on its own behalf and on behalf
of Master  Funding)  shall provide to the  Securities  Administrator  for deposit in the  Distribution  Account the
amount,  if any, by which the Outstanding  Principal Balance as of the next preceding Due Date of the Mortgage Loan
for which  substitution  is being made,  after giving effect to the Scheduled  Principal due on such date,  exceeds
the  Outstanding  Principal  Balance  as of such date of the  Substitute  Mortgage  Loan,  after  giving  effect to
Scheduled  Principal  due on such date,  which amount shall be treated for the purposes of this  Agreement as if it
were the  payment by the  Sponsor of the  Repurchase  Price for the  purchase  of a Mortgage  Loan by the  Sponsor.
After such  notification to the Sponsor and, if any such excess exists,  upon receipt of such deposit,  the Trustee
shall accept such Substitute  Mortgage Loan which shall  thereafter be deemed to be a Mortgage Loan  hereunder.  In
the event of such a  substitution,  accrued  interest on the  Substitute  Mortgage  Loan for the month in which the
substitution  occurs and any  Principal  Prepayments  made  thereon  during such month shall be the property of the
Trust Fund and accrued  interest for such month on the  Mortgage  Loan for which the  substitution  is made and any
Principal  Prepayments  made  thereon  during  such month  shall be the  property  of the  Sponsor.  The  Scheduled
Principal on a Substitute  Mortgage Loan due on the Due Date in the month of substitution  shall be the property of
the Sponsor and the  Scheduled  Principal on the Mortgage Loan for which the  substitution  is made due on such Due
Date shall be the property of the Trust Fund.  Upon  acceptance  of the  Substitute  Mortgage Loan (and delivery to
the Trustee or the  Custodian as agent of the Trustee,  as  applicable,  of a Request for Release for such Mortgage
Loan),  the Trustee or the  Custodian,  on its behalf,  shall  release to the  Sponsor  the related  Mortgage  File
related to any Mortgage Loan released  pursuant to the Mortgage Loan  Purchase  Agreement or  Section 2.04  of this
Agreement,  as  applicable,  and shall  execute and  deliver all  instruments  of transfer or  assignment,  without
recourse,  representation  or warranty in form as provided to it as are  necessary to vest in the Sponsor  title to
and rights under any Mortgage Loan released  pursuant to the Mortgage Loan Purchase  Agreement or  Section 2.04  of
this  Agreement,  as applicable.  The Sponsor (on its own behalf and on behalf of Master Funding) shall deliver the
documents  related to the Substitute  Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase
Agreement or Sections  2.01(b) and 2.02(b) of this  Agreement,  as  applicable,  with the date of acceptance of the
Substitute  Mortgage  Loan  deemed to be the  Closing  Date for  purposes  of the time  periods  set forth in those
Sections.  The  representations  and warranties set forth in the Mortgage Loan Purchase  Agreement  shall be deemed
to have been made by the Sponsor with respect to each  Substitute  Mortgage  Loan as of the date of  acceptance  of
such  Mortgage  Loan by the  Trustee.  The  Sponsor  shall  amend  the  Mortgage  Loan  Schedule  to  reflect  such
substitution  and shall  provide a copy of such  amended  Mortgage  Loan  Schedule to the Trustee,  the  Securities
Administrator, the Master Servicer, each Custodian and the Rating Agencies.

         In connection with any  substitution of a Mortgage Loan pursuant to this  Section 2.04,  the Sponsor shall
furnish to the  Securities  Administrator  an Officer's  Certificate,  signed by a duly  authorized  officer of the
Seller to the effect that such  substitution  has been made in  accordance  with the terms and  conditions  of this
Agreement and that all conditions  precedent to such  substitution  have been satisfied,  including the delivery to
the Securities  Administrator of the Purchase Price or Substitution  Adjustment Amount, as applicable,  for deposit
into the Distribution  Account,  together with copies of any Opinion of Counsel  required to be delivered  pursuant
to this  Agreement  and the related  Request for  Release.  Solely for  purposes  of the  Securities  Administrator
providing an Assessment of  Compliance,  upon receipt of such  documentation,  the Securities  Administrator  shall
approve  such   substitution,   as  applicable,   and  which  approval  shall  consist  solely  of  the  Securities
Administrator's  receipt of such documentation and deposits.  It is understood and agreed that the obligation under
this  Agreement of the Sponsor (on its own behalf and on behalf of Master  Funding) to cure,  repurchase or replace
any Mortgage Loan as to which a breach has occurred and is continuing  shall  constitute the sole remedies  against
the Sponsor and Master  Funding  respecting  such breach  available  to  Certificateholders,  the  Depositor or the
Trustee.

Section 2.05. Issuance of  Certificates.  (a) The Trustee  acknowledges  the assignment to it of the Mortgage Loans
and the other assets  comprising  the Trust Fund and,  concurrently  therewith,  the Securities  Administrator  has
signed,  and countersigned and delivered to the Depositor,  in exchange  therefor,  Certificates in such authorized
denominations  representing  such Fractional  Undivided  Interests as the Depositor has requested.  The Trustee (or
the  Custodian,  on its behalf)  agrees that it will hold the Mortgage Loans and such other assets as may from time
to time be delivered to it (or the  Custodian,  on its behalf)  segregated on the books of the Trustee in trust for
the benefit of the Certificateholders.

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

Section 2.06. Representations  and  Warranties  Concerning  the  Depositor.  The Depositor  hereby  represents  and
warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:

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

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

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

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

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

(f) immediately prior to the transfer and assignment to the Trustee,  each Mortgage Note and each Mortgage were not
subject to an assignment  or pledge,  and the  Depositor  had good and  marketable  title to and was the sole owner
thereof  and had  full  right  to  transfer  and sell  such  Mortgage  Loan to the  Trustee  free and  clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest.

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

         Section 2.07. Reserved.

         Section 2.08.       Purposes and Powers of the Trust.

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

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

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

(c) to make payments on the Certificates;

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

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

         The Trust is hereby  authorized to engage in the foregoing  activities.  The trust shall not engage in any
activity  other than in connection  with the foregoing or other than as required or authorized by the terms of this
Agreement while any Certificate is outstanding,  and this  Section 2.08 may not be amended,  without the consent of
the Certificateholders evidencing 51% or more of the aggregate voting rights of the Certificates.

                                                ARTICLE III

                                  Administration and Servicing of Mortgage Loans

Section 3.01. Master  Servicer.  The Master  Servicer  shall  supervise,  monitor and oversee the obligation of the
Servicers  to  service  and  administer  their  respective  Mortgage  Loans in  accordance  with  the  terms of the
applicable  Servicing  Agreements  and shall have full power and  authority  to do any and all things  which it may
deem  necessary or desirable in  connection  with such master  servicing  and  administration.  In  performing  its
obligations  hereunder,  the Master  Servicer  shall act in a manner  consistent  with  Accepted  Master  Servicing
Practices.  Furthermore,  the Master  Servicer  shall  oversee and consult  with each  Servicer as  necessary  from
time-to-time  to carry out the Master  Servicer's  obligations  hereunder,  shall receive,  review and evaluate all
reports,  information  and other data  provided  to the  Master  Servicer  by each  Servicer  and shall  cause each
Servicer to perform and observe the  covenants,  obligations  and  conditions  to be  performed or observed by such
Servicer  under its  applicable  Servicing  Agreement.  The Master  Servicer  shall  independently  and  separately
monitor each Servicer's  servicing  activities with respect to each related Mortgage Loan, reconcile the results of
such  monitoring  with such  information  provided  in the  previous  sentence  on a monthly  basis and  coordinate
corrective  adjustments  to the  Servicers'  and  Master  Servicer's  records,  and  based on such  reconciled  and
corrected  information,  the Master  Servicer shall provide such  information to the  Securities  Administrator  as
shall be  necessary in order for it to prepare the  statements  specified  in  Section 6.04,  and prepare any other
information  and statements  required to be forwarded by the Master Servicer  hereunder.  The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring  with the actual  remittances of the Servicers as reported to
the Master Servicer.

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

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

         The Trustee (or  Custodian,  on its  behalf)  shall  provide  access to the records and  documentation  in
possession of the Trustee (or Custodian,  on its behalf)  regarding the related Mortgage Loans and REO Property and
the servicing thereof to the  Certificateholders,  the FDIC, and the supervisory  agents and examiners of the FDIC,
such access being  afforded only upon  reasonable  prior written  request and during normal  business  hours at the
office of the Trustee, or Custodian on its behalf;  provided,  however, that, unless otherwise required by law, the
Trustee,  or Custodian on its behalf,  shall not be required to provide access to such records and documentation if
the  provision  thereof  would violate the legal right to privacy of any  Mortgagor.  The Trustee,  or Custodian on
its behalf,  shall allow  representatives  of the above entities to photocopy any of the records and  documentation
and shall provide equipment for that purpose at a charge that covers the Trustee's or Custodian's actual costs.

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

Section 3.02. REMIC-Related  Covenants.  For as long  as  each  2006-5  REMIC  shall  exist,  the  Trustee  and the
Securities  Administrator shall act in accordance  herewith to assure continuing  treatment of such 2006-5 REMIC as
a REMIC, and the Trustee and the Securities  Administrator  shall comply with any directions of the Depositor,  the
related  Servicer  or the Master  Servicer to assure such  continuing  treatment.  In  particular,  the  Securities
Administrator  shall  not  (a) sell  or  permit  the sale of all or any  portion  of the  Mortgage  Loans or of any
investment of deposits in an Account (except as otherwise  expressly  permitted by this Agreement) unless such sale
is as a result of a repurchase of the Mortgage Loans  pursuant to this  Agreement or the  Securities  Administrator
has received a REMIC Opinion addressed to the Securities  Administrator  prepared at the expense of the Trust Fund;
and  (b) other  than  with  respect  to a  substitution  pursuant  to  the  Mortgage  Loan  Purchase  Agreement  or
Section 2.04 of this Agreement,  as applicable,  accept any  contribution to any 2006-5 REMIC after the Startup Day
without receipt of a REMIC Opinion addressed to the Securities Administrator.

Section 3.03. Monitoring of Servicers.  (a) The Master  Servicer shall be responsible  for reporting to the Trustee
and the Depositor the  non-compliance  by each Servicer with its duties under the related Servicing  Agreement.  In
the review of each  Servicer's  activities,  the Master  Servicer  may rely upon an  officer's  certificate  of the
Servicer (or similar  document  signed by an officer of the  Servicer)  with regard to such  Servicer's  compliance
with the terms of its Servicing  Agreement.  In the event that the Master  Servicer,  in its  judgment,  determines
that a Servicer (other than Wells Fargo) should be terminated in accordance with its Servicing  Agreement,  or that
a notice  should be sent  pursuant to such  Servicing  Agreement  with respect to the  occurrence of an event that,
unless cured,  would constitute  grounds for such  termination,  the Master Servicer shall notify the Depositor and
the  Trustee in  writing  thereof  and the  Master  Servicer  (or the  Trustee in the case that Wells  Fargo is the
Servicer to be terminated) shall issue such notice or take such other action as it deems appropriate.

(b) The Master Servicer, for the benefit of the Trustee and the  Certificateholders,  shall enforce the obligations
of each Servicer under the related  Servicing  Agreement,  and shall, in the event that a Servicer fails to perform
its obligations in accordance with the related Servicing Agreement,  subject to the preceding paragraph,  terminate
the rights and  obligations  of such  Servicer  thereunder  and act as successor  servicer of the related  Mortgage
Loans (or,  in the case of Wells  Fargo,  shall  notify the  Trustee  in writing of the  failure of Wells  Fargo to
perform its obligations  under the Wells Fargo Servicing  Agreement,  in which case the Trustee shall terminate the
rights and  obligations of Wells Fargo as Servicer and select a successor  Servicer of the related  Mortgage Loans)
or cause the Trustee to enter in to a new  Servicing  Agreement  with a successor  Servicer  selected by the Master
Servicer;  provided,  however,  it is understood and acknowledged by the parties hereto that there will be a period
of  transition  (not to exceed 90 days) before the actual  servicing  functions  can be fully  transferred  to such
successor  Servicer.  Such  enforcement,   including,   without  limitation,   the  legal  prosecution  of  claims,
termination  of  Servicing  Agreements  and the pursuit of other  appropriate  remedies,  shall be in such form and
carried out to such an extent and at such time as the Master  Servicer or the Trustee,  as applicable,  in its good
faith business  judgment,  would require were it the owner of the related  Mortgage  Loans.  The Master Servicer or
the Trustee,  as applicable,  shall pay the costs of such enforcement at its own expense,  provided that the Master
Servicer or the Trustee,  as  applicable,  shall not be required to prosecute or defend any legal action  except to
the extent that the Master Servicer or the Trustee,  as applicable,  shall have received  reasonable  indemnity for
its costs and expenses in pursuing  such action.  Nothing  herein  shall impose any  obligation  on the part of the
Trustee to assume or succeed to the duties or  obligations  of Wells  Fargo,  as servicer,  or the Master  Servicer
except if the Trustee is unable to find a  successor  to Wells  Fargo as  successor  servicer or except as provided
under Section 8.02 herein, in which cases the Trustee shall assume or succeed to such duties or obligation.

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

(d) The  Master  Servicer  shall  require  each  Servicer  to comply  with the  remittance  requirements  and other
obligations  set forth in the related  Servicing  Agreement,  including the  obligation of each Servicer to furnish
information  regarding the borrower  credit files related to each  Mortgage  Loan to credit  reporting  agencies in
compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing  regulations,  on a
monthly basis.

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

Section 3.04. Fidelity  Bond. The Master  Servicer,  at its expense,  shall  maintain in effect a blanket  fidelity
bond and an errors and omissions  insurance  policy,  affording  coverage with respect to all directors,  officers,
employees and other  Persons  acting on such Master  Servicer's  behalf,  and covering  errors and omissions in the
performance of the Master  Servicer's  obligations  hereunder.  The errors and omissions  insurance  policy and the
fidelity bond shall be in such form and amount  generally  acceptable for entities  serving as master  servicers or
trustees.

Section 3.05. Power to Act;  Procedures.  The Master  Servicer  shall master  service the Mortgage  Loans and shall
have full power and authority,  subject to the REMIC  Provisions and the provisions of Article X hereof,  to do any
and all things that it may deem necessary or desirable in connection with the master  servicing and  administration
of the Mortgage Loans,  including but not limited to the power and authority (i) to execute and deliver,  on behalf
of the  Certificateholders  and the Trustee,  customary  consents or waivers and other  instruments  and documents,
(ii) to  consent to  transfers  of any  Mortgaged  Property  and  assumptions  of the  Mortgage  Notes and  related
Mortgages,  (iii) to collect any Insurance Proceeds and Liquidation  Proceeds,  and (iv) to effectuate  foreclosure
or other  conversion  of the  ownership of the  Mortgaged  Property  securing any Mortgage  Loan,  in each case, in
accordance with the provisions of this Agreement and the Servicing  Agreement,  as applicable;  provided,  however,
that the Master  Servicer  shall not (and,  consistent  with its  responsibilities  under  Section 3.03,  shall not
authorize  any Servicer to)  knowingly or  intentionally  take any action,  or fail to take (or fail to cause to be
taken) any action reasonably  within its control and the scope of duties more specifically set forth herein,  that,
under the REMIC  Provisions,  if taken or not taken,  as the case may be,  would cause any 2006-5  REMIC to fail to
qualify as a REMIC or result in the  imposition of a tax upon the Trust Fund  (including but not limited to the tax
on prohibited  transactions as defined in  Section 860F(a)(2)  of the Code and the tax on  contributions to a REMIC
set forth in  Section 860G(d)  of the Code) unless the Master  Servicer has received an Opinion of Counsel (but not
at the  expense of the Master  Servicer)  to the effect  that the  contemplated  action  would not cause any 2006-5
REMIC to fail to  qualify  as a REMIC or result in the  imposition  of a tax upon any  2006-5  REMIC.  The  Trustee
shall  furnish the Master  Servicer,  upon written  request from a Servicing  Officer,  with any powers of attorney
empowering  the  Master  Servicer  or  any  Servicer  to  execute  and  deliver   instruments  of  satisfaction  or
cancellation,  or of partial or full release or discharge,  and to foreclose upon or otherwise  liquidate Mortgaged
Property,  and to appeal,  prosecute or defend in any court action  relating to the Mortgage Loans or the Mortgaged
Property,  in accordance with the applicable Servicing Agreement and this Agreement,  and the Trustee shall execute
and deliver such other  documents,  as the Master  Servicer may  request,  to enable the Master  Servicer to master
service and  administer  the Mortgage  Loans and carry out its duties  hereunder,  in each case in accordance  with
Accepted  Master  Servicing  Practices  (and the Trustee  shall have no liability  for misuse of any such powers of
attorney by the Master  Servicer or any Servicer).  If the Master  Servicer or the Trustee has been advised that it
is likely that the laws of the state in which  action is to be taken  prohibit  such action if taken in the name of
the Trustee or that the Trustee would be adversely  affected  under the "doing  business" or tax laws of such state
if such  action is taken in its name,  the Master  Servicer  shall join with the  Trustee in the  appointment  of a
co-trustee  pursuant to  Section 9.11  hereof.  In the  performance of its duties  hereunder,  the Master  Servicer
shall be an independent contractor and shall not be deemed to be the agent of the Trustee.

Section 3.06. Due-on-Sale  Clauses;  Assumption  Agreements.  To the extent  provided in the  applicable  Servicing
Agreement,  to the extent Mortgage Loans contain enforceable  due-on-sale  clauses, the Master Servicer shall cause
the Servicers to enforce such clauses in accordance  with the  applicable  Servicing  Agreement.  If applicable law
prohibits the  enforcement of a due-on-sale  clause or such clause is otherwise not enforced in accordance with the
applicable  Servicing Agreement,  and, as a consequence,  a Mortgage Loan is assumed, the original Mortgagor may be
released from liability in accordance with the applicable Servicing Agreement.

Section 3.07. Release of Mortgage  Files.  (a) Upon becoming  aware of the payment in full of any Mortgage Loan, or
the receipt by any Servicer of a  notification  that payment in full has been  escrowed in a manner  customary  for
such purposes for payment to  Certificateholders  on the next  Distribution  Date,  the Servicer  will, if required
under the applicable  Servicing  Agreement (or if the Servicer does not, the Master Servicer may), promptly furnish
to the Custodian,  on behalf of the Trustee,  two copies of a certification  substantially in the form of Exhibit D
(or as  otherwise  provided in the  related  Custodial  Agreement)  hereto  signed by a  Servicing  Officer or in a
mutually  agreeable  electronic  format which will, in lieu of a signature on its face,  originate from a Servicing
Officer (which  certification  shall include a statement to the effect that all amounts received in connection with
such payment that are required to be deposited in the  Protected  Account  maintained  by the  applicable  Servicer
pursuant to Section 4.01,  or by the applicable Servicer pursuant to its Servicing Agreement,  have been or will be
so deposited) and shall request that the Custodian,  on behalf of the Trustee,  deliver to the applicable  Servicer
the related  Mortgage  File.  Upon receipt of such  certification  and  request,  the  Custodian,  on behalf of the
Trustee,  shall  promptly  release  the  related  Mortgage  File to the  applicable  Servicer  and the  Trustee and
Custodian  shall have no further  responsibility  with regard to such Mortgage File. Upon any such payment in full,
each Servicer is authorized,  to give, as agent for the Trustee,  as the mortgagee  under the Mortgage that secured
the Mortgage  Loan, an instrument of  satisfaction  (or  assignment  of mortgage  without  recourse)  regarding the
Mortgaged  Property subject to the Mortgage,  which  instrument of satisfaction or assignment,  as the case may be,
shall be delivered to the Person or Persons  entitled  thereto against receipt  therefor of such payment,  it being
understood and agreed that no expenses  incurred in connection  with such instrument of satisfaction or assignment,
as the case may be, shall be chargeable to the Protected Account.

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

Section 3.08. Documents,  Records  and Funds in  Possession  of Master  Servicer  To Be Held for  Trustee.  (a) The
Master  Servicer  shall  transmit and each  Servicer (to the extent  required by the related  Servicing  Agreement)
shall  transmit  to the  Trustee  or  Custodian  on its behalf  such  documents  and  instruments  coming  into the
possession of the Master  Servicer or such  Servicer  from time to time as are required by the terms hereof,  or in
the case of the Servicers,  the applicable Servicing Agreement,  to be delivered to the Trustee or Custodian on its
behalf.  Any funds  received  by the Master  Servicer  or by a Servicer  in respect of any  Mortgage  Loan or which
otherwise are collected by the Master  Servicer or by a Servicer as Liquidation  Proceeds or Insurance  Proceeds in
respect of any  Mortgage  Loan shall be held for the benefit of the Trustee and the  Certificateholders  subject to
the Master Servicer's right to retain or withdraw from the Distribution  Account the Master Servicing  Compensation
and other  amounts  provided in this  Agreement,  and to the right of each Servicer to retain its Servicing Fee and
other amounts as provided in the applicable  Servicing  Agreement.  The Master Servicer  shall,  and (to the extent
provided in the applicable  Servicing  Agreement)  shall cause each Servicer to, provide access to information  and
documentation  regarding the Mortgage Loans to the Trustee,  its agents and accountants at any time upon reasonable
request and during normal business hours, and to Certificateholders  that are savings and loan associations,  banks
or insurance  companies,  the Office of Thrift  Supervision,  the FDIC and the supervisory  agents and examiners of
such Office and  Corporation or examiners of any other federal or state banking or insurance  regulatory  authority
if so required by applicable  regulations of the Office of Thrift Supervision or other regulatory  authority,  such
access to be afforded  without charge but only upon reasonable  request in writing and during normal business hours
at the offices of the Master  Servicer  designated by it. In fulfilling  such a request the Master  Servicer  shall
not be responsible for determining the sufficiency of such information.

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

Section 3.09. Standard  Hazard  Insurance and Flood  Insurance  Policies.  (a) For each Mortgage  Loan,  the Master
Servicer  shall  enforce any  obligation  of the Servicers  under the related  Servicing  Agreements to maintain or
cause to be maintained  standard  fire and casualty  insurance  and,  where  applicable,  flood  insurance,  all in
accordance  with the  provisions  of the  related  Servicing  Agreements.  It is  understood  and agreed  that such
insurance  shall be with  insurers  meeting the  eligibility  requirements  set forth in the  applicable  Servicing
Agreement  and that no  earthquake  or other  additional  insurance  is to be  required of any  Mortgagor  or to be
maintained on property  acquired in respect of a defaulted  loan,  other than pursuant to such  applicable laws and
regulations as shall at any time be in force and as shall require such additional insurance.

(b) Pursuant to Section 4.01  and 4.04, any amounts  collected by the Servicers or the Master  Servicer,  under any
insurance  policies (other than amounts to be applied to the  restoration or repair of the property  subject to the
related  Mortgage or released to the Mortgagor in accordance  with the  applicable  Servicing  Agreement)  shall be
deposited  into the  Distribution  Account,  subject to  withdrawal  pursuant to  Section 4.04  and 4.05.  Any cost
incurred by the Master  Servicer or any Servicer in  maintaining  any such  insurance if the Mortgagor  defaults in
its  obligation  to do so shall be added to the  amount  owing  under  the  Mortgage  Loan  where  the terms of the
Mortgage  Loan so permit;  provided,  however,  that the  addition of any such cost shall not be taken into account
for purposes of calculating  the  distributions  to be made to  Certificateholders  and shall be recoverable by the
Master Servicer or such Servicer pursuant to Section 4.04 and 4.05.

Section 3.10. Presentment of Claims and Collection of Proceeds.  The Master  Servicer shall (to the extent provided
in the applicable  Servicing  Agreement) cause the related Servicer to prepare and present on behalf of the Trustee
and the  Certificateholders  all  claims  under  the  Insurance  Policies  and take  such  actions  (including  the
negotiation,  settlement,  compromise  or  enforcement  of the  insured's  claim) as shall be  necessary to realize
recovery  under such  policies.  Any  proceeds  disbursed to the Master  Servicer  (or  disbursed to a Servicer and
remitted to the Master  Servicer) in respect of such policies,  bonds or contracts  shall be promptly  deposited in
the  Distribution  Account upon receipt,  except that any amounts  realized that are to be applied to the repair or
restoration  of the related  Mortgaged  Property  as a condition  precedent  to the  presentation  of claims on the
related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).

Section 3.11. Maintenance of the Primary Mortgage  Insurance  Policies.  (a) The Master Servicer shall not take, or
permit any Servicer (to the extent such action is prohibited  under the  applicable  Servicing  Agreement) to take,
any action that would result in noncoverage  under any applicable  Primary  Mortgage  Insurance  Policy of any loss
which,  but for the actions of the Master  Servicer  or such  Servicer,  would have been  covered  thereunder.  The
Master  Servicer  shall use its best  reasonable  efforts to cause each Servicer (to the extent  required under the
related  Servicing  Agreement)  to keep in force and effect (to the extent  that the  Mortgage  Loan  requires  the
Mortgagor to maintain such insurance),  primary mortgage  insurance  applicable to each Mortgage Loan in accordance
with the provisions of this Agreement and the related  Servicing  Agreement,  as  applicable.  The Master  Servicer
shall not, and shall not  authorize any Servicer (to the extent  required  under the related  Servicing  Agreement)
to,  cancel or refuse to renew any such  Primary  Mortgage  Insurance  Policy  that is in effect at the date of the
initial  issuance of the Mortgage Note and is required to be kept in force hereunder  except in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable.

(b) The Master  Servicer  agrees to present,  or to cause each Servicer (to the extent  required  under the related
Servicing Agreement) to present, on behalf of the Trustee and the  Certificateholders,  claims to the insurer under
any Primary Mortgage  Insurance  Policies and, in this regard, to take such reasonable action as shall be necessary
to permit recovery under any Primary Mortgage Insurance  Policies  respecting  defaulted  Mortgage Loans.  Pursuant
to Section 4.01  and 4.04, any amounts  collected by the Master Servicer or any Servicer under any Primary Mortgage
Insurance Policies shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 4.05.

Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.

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

Section 3.13. Realization  Upon Defaulted  Mortgage  Loans.  The Master  Servicer shall cause each Servicer (to the
extent  required  under the related  Servicing  Agreement)  to foreclose  upon,  repossess or otherwise  comparably
convert the  ownership of Mortgaged  Properties  securing  such of the Mortgage  Loans as come into and continue in
default and as to which no  satisfactory  arrangements  can be made for collection of delinquent  payments,  all in
accordance with the applicable Servicing Agreement.

Section 3.14. Compensation for the Master Servicer.

         The Master  Servicer will be entitled to the income and gain realized from any  investment of funds in the
Distribution  Account as set forth in Section 4.04(f) for the performance of its activities  hereunder.  The Master
Servicer  shall be required to pay all expenses  incurred by it in  connection  with its  activities  hereunder and
shall not be entitled to reimbursement therefor except as provided in this Agreement.

Section 3.15. REO Property.  (a) In the event the Trust Fund  acquires  ownership of any REO Property in respect of
any related  Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,  or to its nominee,  on
behalf of the related  Certificateholders.  The Master  Servicer  shall,  to the extent  provided in the applicable
Servicing  Agreement,  cause the applicable  Servicer to sell, any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing  Agreement,  as applicable.  Pursuant to
its efforts to sell such REO  Property,  the Master  Servicer  shall cause the  applicable  Servicer to protect and
conserve,  such REO Property in the manner and to the extent  required by the applicable  Servicing  Agreement,  in
accordance  with  the  REMIC  Provisions  and in a  manner  that  does  not  result  in a tax on "net  income  from
foreclosure  property"  (unless such result would maximize the Trust Fund's  after-tax  return on such property) or
cause such REO Property to fail to qualify as "foreclosure  property" within the meaning of  Section 860G(a)(8)  of
the Code.

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

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

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

Section 3.16. Annual  Statement as to  Compliance.  The Master  Servicer  and the  Securities  Administrator  shall
deliver (or otherwise make  available) to the Depositor and the Securities  Administrator,  not later than March 15
of each calendar year beginning in 2007, an Officer's  Certificate (an "Annual  Statement of Compliance")  stating,
as to each  signatory  thereof,  that  (i) a  review of the  activities  of each such party  during  the  preceding
calendar year and of its  performance  under this  Agreement  has been made under such  officer's  supervision  and
(ii) to  the  best of such  officer's  knowledge,  based  on such  review,  such  party  has  fulfilled  all of its
obligations  under this Agreement in all material  respects  throughout  such year, or, if there has been a failure
to fulfill any such  obligation  in any material  respect,  specifying  each such failure known to such officer and
the  nature  and  status of cure  provisions  thereof.  Such  Annual  Statement  of  Compliance  shall  contain  no
restrictions  or  limitations on its use. The Master  Servicer  shall enforce the  obligation of each Servicer,  to
the extent set forth in the related  Servicing  Agreement,  to deliver a similar Annual  Statement of Compliance by
that  Servicer to the  Depositor  and the  Securities  Administrator  as described  above as and when required with
respect  to the  Master  Servicer.  In the event  that  certain  servicing  responsibilities  with  respect  to the
Mortgage  Loans have been  delegated  by the Master  Servicer,  the  Securities  Administrator  or a Servicer  to a
subservicer or subcontractor,  each such entity shall cause such subservicer or subcontractor  (and with respect to
each Servicer,  the Master  Servicer shall enforce the obligation of such Servicer to the extent required under the
related  Servicing  Agreement)  to  deliver a  similar  Annual  Statement  of  Compliance  by that  subservicer  or
subcontractor  to the  Depositor  and the  Securities  Administrator  as described  above as and when required with
respect to the Master Servicer or the related Servicer, as the case may be.

         Failure of the Master  Servicer  to comply  with this  Section 3.16  (including  with  respect to the time
frames required in this Section) shall be deemed an Event of Default and the Trustee,  at the written  direction of
the  Depositor,  shall,  in  addition to whatever  rights the Trustee may have under this  Agreement  and at law or
equity or to damages,  including injunctive relief and specific performance,  upon notice immediately terminate all
the rights and  obligations  of the Master  Servicer  under this Agreement and in and to the Mortgage Loans and the
proceeds  thereof without  compensating  the Master Servicer for the same. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.

         Failure of the Securities  Administrator to comply with this  Section 3.16  (including with respect to the
time  frames  required  in this  Section)  shall be deemed  an Event of  Default  and the  Trustee  at the  written
direction of the  Depositor,  shall,  in addition to whatever  rights the Trustee may have under this Agreement and
at law or equity or to damages,  including  injunctive  relief and specific  performance,  upon notice  immediately
terminate all the rights and  obligations  of the Securities  Administrator  under this Agreement and in and to the
Mortgage Loans and the proceeds  thereof  without  compensating  the Securities  Administrator  for the same.  This
paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Section 3.17. Assessments  of  Compliance  and  Attestation  Reports.  Pursuant  to Rules  13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB, the Master Servicer,  the Securities  Administrator  and the Custodian
(to the  extent  set forth in this  Section)  (each,  an  "Attesting  Party")  shall  deliver  (or  otherwise  make
available) to the Depositor,  the Master  Servicer and the Securities  Administrator  on or before March 15 of each
calendar  year  beginning  in 2007,  a report  regarding  such  Attesting  Party's  assessment  of  compliance  (an
"Assessment  of  Compliance")  with the Servicing  Criteria  during the preceding  calendar year. The Assessment of
Compliance, as set forth in Regulation AB, must contain the following:

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

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

(c) An  assessment  by such officer of the related  Attesting  Party's  compliance  with the  applicable  Servicing
Criteria for the period consisting of the preceding  calendar year,  including  disclosure of any material instance
of  noncompliance  with respect thereto during such period,  which assessment shall be based on the activities such
Attesting  Party  performs with respect to  asset-backed  securities  transactions  taken as a whole  involving the
related Attesting Party, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation  report on the related Attesting
Party's Assessment of Compliance for the period consisting of the preceding calendar year; and

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

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

         On or before March 15 of each calendar year beginning in 2007,  each Attesting  Party shall furnish to the
Master  Servicer,  the  Depositor  and the  Securities  Administrator  a  report  (an  "Attestation  Report")  by a
registered  public  accounting  firm that  attests to, and reports on, the  Assessment  of  Compliance  made by the
related  Attesting  Party,  as  required  by Rules  13a-18  and  15d-18 of the  Exchange  Act and Item  1122(b)  of
Regulation AB, which  Attestation  Report must be made in accordance with standards for attestation  reports issued
or  adopted  by  the  Public  Company  Accounting  Oversight  Board.  Such  Attestation  Report  shall  contain  no
restrictions or limitations on its use.

        The  Master  Servicer  shall  enforce  the  obligation  of  each  Servicer  to  deliver  to the  Securities
Administrator,  the Master  Servicer and the Depositor an Assessment of Compliance  and  Attestation  Report as and
when provided in the related  Servicing  Agreement.  Each of the Master  Servicer and the Securities  Administrator
shall cause,  and the Master  Servicer shall enforce the obligation (as and when provided in the related  Servicing
Agreement) of each Servicer to cause, any subservicer and each  subcontractor (to the extent such  subcontractor is
determined by the Master Servicer or the Securities  Administrator,  as applicable,  to be a Party Participating in
the Servicing  Function  within the meaning of Item 1122 of Regulation  AB) that is engaged by such  Servicer,  the
Master Servicer or the Securities Administrator,  as applicable,  to deliver to the Securities  Administrator,  the
Master  Servicer and the Depositor an Assessment of Compliance and  Attestation  Report as and when provided above.
Such  Assessment of Compliance,  as to any  subservicer or  subcontractor,  shall at a minimum  address each of the
Servicing  Criteria  specified on Exhibit K hereto that are indicated as  applicable  to any "primary  servicer" to
the extent such  subservicer or  subcontractor  is performing  any servicing  function for the party who engages it
and to the extent such party is not itself  addressing the Servicing  Criteria  related to such servicing  function
in its own Assessment of Compliance.  The Securities  Administrator  shall confirm that each of the  Assessments of
Compliance  delivered  to it,  taken as a whole,  address  all of the  Servicing  Criteria  and taken  individually
address  the  Servicing  Criteria  for each  party as set  forth on  Exhibit  M and  notify  the  Depositor  of any
exceptions.  Notwithstanding  the  foregoing,  as to  any  subcontractor  (as  defined  in  the  related  Servicing
Agreement),  an Assessment  of  Compliance is not required to be delivered  unless it is required as part of a Form
10-K with respect to the Trust Fund.

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

         Failure  of the  Master  Servicer  to  comply  with  this  Section 3.17  (including  with  respect  to the
timeframes  required  herein)  shall,  upon  written  notice from the Trustee  upon  receiving  direction  from the
Depositor,  constitute an Event of Default and, the Trustee shall,  in addition to whatever  rights the Trustee may
have  under  this  Agreement  and at law  or  equity  or to  damages,  including  injunctive  relief  and  specific
performance,  upon notice  immediately  terminate all of the rights and  obligations  of the Master  Servicer under
this Agreement and in and to the Mortgage Loans and the proceeds  thereof without  compensating the Master Servicer
for the same (but  subject to the Master  Servicer  rights to payment  of any  Master  Servicing  Compensation  and
reimbursement  of all  amounts  for  which it is  entitled  to be  reimbursed  prior  to the date of  termination).
Failure  of the  Securities  Administrator  to  comply  with  this  Section 3.17  (including  with  respect  to the
timeframes  required in this  Section)  which  failure  results in a failure to timely file the related  Form 10-K,
shall,  upon written  notice from the Trustee upon receiving  direction from the Depositor,  constitute an Event of
Default,  and the Trustee  shall,  in addition to whatever  rights the Trustee may have under this Agreement and at
law or equity or to  damages,  including  injunctive  relief and  specific  performance,  upon  notice  immediately
terminate all of the rights and  obligations  of the  Securities  Administrator  under this Agreement and in and to
the Mortgage Loans and the proceeds  thereof without  compensating the Securities  Administrator  for the same (but
subject to the  Securities  Administrator's  right to  reimbursement  of all amounts for which it is entitled to be
reimbursed  prior to the  date of  termination).  This  paragraph  shall  supersede  any  other  provision  in this
Agreement or any other agreement to the contrary.

Section 3.18. Reports  Filed  with  Securities  and  Exchange  Commission.  (a)(i)(A) Within  15  days  after  each
Distribution  Date, the Securities  Administrator  shall, in accordance with industry  standards,  prepare and file
with the Commission via the Electronic  Data Gathering and Retrieval  System  ("EDGAR"),  a Distribution  Report on
Form 10-D,  signed by the Master Servicer,  with a copy of the Monthly  Statement to be furnished by the Securities
Administrator  to the  Certificateholders  for such  Distribution  Date provided that the Securities  Administrator
shall have received no later than 5 calendar days after the related  Distribution  Date, all  information  required
to be provided to the Securities  Administrator  as described in clause  (a)(iv) below.  Any disclosure in addition
to the Monthly Statement that is required to be included on Form 10-D  ("Additional  Form 10-D Disclosure")  shall,
pursuant to the paragraph  immediately  below,  be reported by the parties set forth on Exhibit Q to the Securities
Administrator and the Depositor,  approved for inclusion by the Depositor,  and the Securities  Administrator  will
have no duty or liability for any failure  hereunder to determine or prepare any  Additional  Form 10-D  Disclosure
absent such  reporting  (other than with respect to cases in which the  Securities  Administrator  is the reporting
party as set forth in Exhibit Q) and approval.

         (B) Within 5 calendar days after the related  Distribution  Date,  (i) the  parties set forth in Exhibit Q shall be
         required to provide,  and the Master  Servicer  shall  enforce the  obligations  of each  Servicer (to the
         extent provided in the related Servicing  Agreement) to provide,  pursuant to  Section 3.18(a)(iv)  below,
         to the Securities  Administrator and the Depositor,  to the extent known by a responsible officer thereof,
         in EDGAR-compatible  form, or in such other form as otherwise agreed upon by the Securities  Administrator
         and the  Depositor and such party,  the form and  substance of any  Additional  Form 10-D  Disclosure,  if
         applicable,  and (ii) the  Depositor will approve,  as to form and substance,  or disapprove,  as the case
         may be, the  inclusion  of the  Additional  Form 10-D  Disclosure  on Form 10-D.  The  Depositor  shall be
         responsible for any reasonable fees and expenses  assessed or incurred by the Securities  Administrator in
         connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section.

         (C) After preparing the Form 10-D, the Securities  Administrator  shall forward  electronically  a copy of the Form
         10-D to the  Master  Servicer,  and in the  case  that  such  Form  10-D  contains  Additional  Form  10-D
         Disclosure,  to the  Master  Servicer  and the  Depositor,  for  review.  Within two  Business  Days after
         receipt of such copy,  but no later  than the 12th  calendar  day after the  Distribution  Date  (provided
         that,  the  Securities  Administrator  forwards  a copy of the Form 10-D no later  than the 10th  calendar
         after the Distribution  Date),  the Depositor shall notify the Securities  Administrator in writing (which
         may be  furnished  electronically)  of any  changes to or  approval  of such Form 10-D.  In the absence of
         receipt of any written  changes or  approval,  the  Securities  Administrator  shall be entitled to assume
         that such Form 10-D is in final form and the Securities  Administrator  may proceed with the execution and
         filing of the Form 10-D.  No later than the 13th  calendar  day after the  related  Distribution  Date,  a
         duly  authorized  officer  of the  Master  Servicer  shall  sign the Form 10-D and,  in the case where the
         Master Servicer and Securities  Administrator  are not affiliated return an electronic or fax copy of such
         signed Form 10-D (with an  original  executed  hard copy to follow by  overnight  mail) to the  Securities
         Administrator.  If a Form 10-D  cannot be filed on time or if a  previously  filed  Form 10-D  needs to be
         amended,  the Securities  Administrator  will follow the  procedures  set forth in  Section 3.18(a)(v)(B).
         Promptly  (but no later than  one (1)  Business  Day) after  filing with the  Commission,  the  Securities
         Administrator  will make available on its internet website,  identified in Section 6.07,  a final executed
         copy of each Form 10-D filed by the  Securities  Administrator.  The signing party at the Master  Servicer
         can be  contacted  as set forth in  Section 11.07.  Form 10-D  requires  the  registrant  to indicate  (by
         checking  "yes" or "no") that it (1) has filed all reports  required to be filed by Section 13 or 15(d) of
         the  Exchange  Act during the  preceding 12 months (or for such  shorter  period that the  registrant  was
         required to file such  reports),  and (2) has  been  subject to such filing  requirements  for the past 90
         days.  The  Depositor  shall  notify the  Securities  Administrator  in  writing,  no later than the fifth
         calendar  day after the related  Distribution  Date with respect to the filing of a report on Form 10-D if
         the answer to the questions  should be "no".  The  Securities  Administrator  shall be entitled to rely on
         the  representations in Section 2.06(g)  and in any such notice in preparing,  executing and/or filing any
         such report.  The parties to this Agreement  acknowledge  that the  performance by the Master Servicer and
         the Securities  Administrator of their respective duties under Sections  3.18(a)(i) and (v) related to the
         timely  preparation,  execution and filing of Form 10-D is contingent upon such parties strictly observing
         all  applicable  deadlines in the  performance  of their duties  under such  Sections.  Neither the Master
         Servicer nor the  Securities  Administrator  shall have any  liability  for any loss,  expense,  damage or
         claim arising out of or with respect to any failure to properly  prepare,  execute and/or timely file such
         Form 10-D,  where  such  failure  results  from a party's  failure  to  deliver,  on a timely  basis,  any
         information  from such  party  needed to  prepare,  arrange  for  execution  or file such Form  10-D,  not
         resulting from its own negligence, bad faith or willful misconduct.

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

         (B) For so long as the Trust is subject to the  Exchange  Act  reporting  requirements,  no later than the close of
         business on the 2nd Business Day after the  occurrence  of a Reportable  Event  (i) the  parties set forth
         in Exhibit Q shall be required pursuant to  Section 3.18(a)(iv)  below to provide, and the Master Servicer
         will  enforce  the  obligations  of each  Servicer  (to  the  extent  provided  in the  related  Servicing
         Agreement)  to provide,  to the  Securities  Administrator  and the  Depositor,  to the extent  known by a
         responsible officer thereof,  in EDGAR-compatible  form, or in such other form as otherwise agreed upon by
         the  Securities  Administrator  and the Depositor  and such party,  the form and substance of any Form 8-K
         Disclosure Information,  if applicable,  and (ii) the Depositor will approve, as to form and substance, or
         disapprove,  as the case may be, the  inclusion of the Form 8-K  Disclosure  Information  on Form 8-K. The
         Depositor will be responsible for any reasonable fees and  out-of-pocket  expenses assessed or incurred by
         the Securities  Administrator  in connection  with  including any Form 8-K Disclosure  Information on Form
         8-K pursuant to this Section.

         (C) After preparing the Form 8-K, the Securities  Administrator shall forward electronically a copy of the Form 8-K
         to the  Depositor  and the Master  Servicer for review.  No later than the close of business New York City
         time on the 3rd  Business Day after the  Reportable  Event,  or in the case where the Master  Servicer and
         the  Securities  Administrator  are  unaffiliated,  no later than 12:00 p.m. New York City time on the 4th
         Business Day after the Reportable  Event, a duly authorized  officer of the Master Servicer shall sign the
         Form 8-K and, in the case where the Master Servicer and the Securities  Administrator  are not affiliated,
         return an  electronic  or fax copy of such signed Form 8-K (with an original  executed hard copy to follow
         by overnight  mail) to the  Securities  Administrator.  Promptly,  but no later than the close of business
         on the 3rd Business Day after the Reportable Event (provided that, the Securities  Administrator  forwards
         a copy of the Form 8-K no later  than noon New York time on the third  Business  Day after the  Reportable
         Event),  the  Depositor  shall  notify the  Securities  Administrator  in writing  (which may be furnished
         electronically)  of any  changes  to or  approval  of such Form 8-K.  In the  absence  of  receipt  of any
         written changes or approval,  the Securities  Administrator shall be entitled to assume that such Form 8-K
         is in final form and the  Securities  Administrator  may proceed with the execution and filing of the Form
         8-K.  If a Form 8-K cannot be filed on time or if a  previously  filed Form 8-K needs to be  amended,  the
         Securities  Administrator  will follow the  procedures set forth in  Section 3.18(a)(v)(B).  Promptly (but
         no later than one (1) Business Day) after filing with the Commission,  the Securities  Administrator  will
         make available on its internet  website,  identified in  Section 6.07,  a final executed copy of each Form
         8-K filed by the Securities  Administrator.  The signing party at the Master  Servicer can be contacted as
         set forth in  Section 11.07.  The  parties  to this  Agreement  acknowledge  that the  performance  by the
         Master   Servicer   and  the   Securities   Administrator   of  their   respective   duties   under   this
         Section 3.18(a)(ii)  related to the timely  preparation,  execution  and filing of Form 8-K is  contingent
         upon such parties  strictly  observing all applicable  deadlines in the  performance of their duties under
         this  Section 3.18(a)(ii).  Neither the Master  Servicer nor the Securities  Administrator  shall have any
         liability  for any loss,  expense,  damage or claim  arising  out of or with  respect  to any  failure  to
         properly  prepare,  execute  and/or timely file such Form 8-K,  where such failure  results from a party's
         failure to deliver,  on a timely basis,  any  information  from such party needed to prepare,  arrange for
         execution  or file  such  Form  8-K,  not  resulting  from  its  own  negligence,  bad  faith  or  willful
         misconduct.

(iii) (A) Within  90 days after the end of each fiscal year of the Trust or such earlier date as may be required by
the Exchange  Act (the "10-K  Filing  Deadline")  (it being  understood  that the fiscal year for the Trust ends on
December  31st of each year),  commencing in March 2007,  the  Securities  Administrator  shall prepare and file on
behalf of the Trust a Form 10-K,  in form and  substance  as  required  by the  Exchange  Act.  Each such Form 10-K
shall  include  the  following  items,  in each  case to the  extent  they have been  delivered  to the  Securities
Administrator  within the applicable time frames set forth in this Agreement,  (I) an annual  compliance  statement
for each Servicer,  the Master Servicer,  the Securities  Administrator  and any subservicer or  subcontractor,  as
applicable,  as  described  under  Section 3.16,  (II)(A) the  annual  reports on  assessment  of  compliance  with
Servicing  Criteria for the Master  Servicer,  each  subservicer and  subcontractor  Participating in the Servicing
Function,  the Securities  Administrator and the Custodian,  as described under  Section 3.17,  and (B) if any such
report on assessment of compliance with Servicing  Criteria  described under  Section 3.17  identifies any material
instance  of  noncompliance,  disclosure  identifying  such  instance  of  noncompliance,  or if any such report on
assessment of compliance  with Servicing  Criteria  described  under  Section 3.17 is not included as an exhibit to
such Form 10-K,  disclosure  that such report is not included and an  explanation  why such report is not included,
(III)(A) the  registered  public  accounting firm attestation  report for the Master Servicer,  each Servicer,  the
Securities  Administrator,  each subservicer,  each  subcontractor as applicable,  and the Custodian,  as described
under  Section 3.17,  and  (B) if  any  registered  public  accounting  firm  attestation  report  described  under
Section 3.17  identifies  any  material  instance  of  noncompliance,   disclosure  identifying  such  instance  of
noncompliance,  or if any such registered public  accounting firm attestation  report is not included as an exhibit
to such Form  10-K,  disclosure  that  such  report  is not  included  and an  explanation  why such  report is not
included,  and  (IV) a  Sarbanes-Oxley  Certification   ("Sarbanes-Oxley   Certification")  as  described  in  this
Section 3.18 (a)(iii)(D) below (provided,  however, that the Securities Administrator,  at its discretion, may omit
from the Form 10-K any annual  compliance  statement,  assessment of compliance or  attestation  report that is not
required to be filed with such Form 10-K pursuant to Regulation  AB). Any  disclosure  or  information  in addition
to (I) through  (IV) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")  shall,
pursuant to the paragraph  immediately  below,  be reported by the parties set forth on Exhibit Q to the Securities
Administrator and the Depositor,  approved for inclusion by the Depositor,  and the Securities  Administrator  will
have no duty or liability for any failure  hereunder to determine or prepare any  Additional  Form 10-K  Disclosure
absent such  reporting  (other than with respect to case in which the  Securities  Administrator  is the  reporting
party as set forth in Exhibit Q) and approval.

         (B) No later  than  March 15 of each year that the Trust is subject to the  Exchange  Act  reporting  requirements,
         commencing in 2007,  (i) the  parties set forth in Exhibit Q shall be required to provide,  and the Master
         Servicer shall enforce the obligations of each Servicer (to the extent  provided in the related  Servicing
         Agreement) to provide,  pursuant to  Section 3.18(a)(iv)  below to the  Securities  Administrator  and the
         Depositor,  to the extent known by a responsible  officer thereof,  in  EDGAR-compatible  form, or in such
         other form as otherwise  agreed upon by the  Securities  Administrator  and the  Depositor and such party,
         the form and substance of any  Additional  Form 10-K  Disclosure,  if applicable,  and (ii) the  Depositor
         will  approve,  as to form  and  substance,  or  disapprove,  as the  case may be,  the  inclusion  of the
         Additional  Form 10-K  Disclosure on Form 10-K.  The Depositor  shall be  responsible  for any  reasonable
         fees and expenses  assessed or incurred by the Securities  Administrator  in connection with including any
         Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.

         (C) After preparing the Form 10-K, the Securities  Administrator  shall forward  electronically  a copy of the
         Form  10-K to the  Depositor  (only in the case  where  such  Form  10-K  includes  Additional  Form  10-K
         Disclosure  and  otherwise if  requested  by the  Depositor)  and the Master  Servicer for review.  Within
         three  Business  Days after  receipt of such copy,  but no later  than  March  25th  (provided  that,  the
         Securities  Administrator  forwards a copy of the Form 10-K no later than the third  Business Day prior to
         March 25th),  the Depositor shall notify the Securities  Administrator  in writing (which may be furnished
         electronically)  of any  changes  to or  approval  of such Form  10-K.  In the  absence  of receipt of any
         written  changes or  approval,  the  Securities  Administrator  shall be entitled to assume that such Form
         10-K is in final form and the  Securities  Administrator  may proceed with the execution and filing of the
         Form 10-K.  No later than the close of business  Eastern  Standard  time on the 4th  Business Day prior to
         the 10-K Filing  Deadline,  an officer of the Master Servicer in charge of the master  servicing  function
         shall sign the Form 10-K and in the case where the Master  Servicer and the Securities  Administrator  are
         unaffiliated,  return an electronic  or fax copy of such signed Form 10-K (with an original  executed hard
         copy to follow by  overnight  mail) to the  Securities  Administrator.  If a Form 10-K  cannot be filed on
         time or if a previously  filed Form 10-K needs to be amended,  the  Securities  Administrator  will follow
         the  procedures  set forth in  Section 3.18(a)(v)(B).  Promptly  (but no later than one (1) Business  Day)
         after  filing with the  Commission,  the  Securities  Administrator  will make  available  on its internet
         website,  identified in  Section 6.07,  a final  executed  copy of each Form 10-K filed by the  Securities
         Administrator.   The  signing   party  at  the  Master   Servicer   can  be  contacted  as  set  forth  in
         Section 11.07.  Form 10-K requires the  registrant to indicate (by checking "yes" or "no") that it (1) has
         filed all reports  required to be filed by  Section 13  or 15(d) of the Exchange Act during the  preceding
         12 months (or for such  shorter  period  that the  registrant  was  required  to file such  reports),  and
         (2) has been subject to such filing  requirements  for the past 90 days.  The  Depositor  shall notify the
         Securities  Administrator in writing,  no later than March 15th after the related  Distribution  Date with
         respect  to the  filing of a report on Form  10-K,  if the  answer to the  questions  should be "no".  The
         Securities  Administrator  shall be entitled to rely on the  representations in Section 2.06(g) and in any
         such  notice in  preparing,  executing  and/or  filing any such  report.  The  parties  to this  Agreement
         acknowledge  that the  performance  by the  Master  Servicer  and the  Securities  Administrator  of their
         respective  duties under  Section 3.18(a)(iv)  and (v) related to the timely  preparation,  execution  and
         filing of Form 10-K is contingent  upon such parties  strictly  observing all applicable  deadlines in the
         performance  of their  duties  under such  Section,  Section 3.16  and  Section 3.17.  Neither  the Master
         Servicer nor the Securities  Administrator shall have any liability for any loss, expense,  damage,  claim
         arising out of or with respect to any failure to properly  prepare,  execute  and/or timely file such Form
         10-K, where such failure results from the Master  Servicer's or the Securities  Administrator's  inability
         or failure to receive,  on a timely basis,  any information from any other party hereto needed to prepare,
         arrange  for  execution  or file such Form  10-K,  not  resulting  from its own  negligence,  bad faith or
         willful  misconduct.  Subject  to the  foregoing,  the  Securities  Administrator  has no duty  under this
         Agreement to monitor or enforce the  performance  by the other parties listed on Exhibit Q of their duties
         under this  paragraph  or  proactively  solicit or procure  from such  parties  any  Additional  Form 10-K
         Disclosure information.

         (D) Each Form 10-K shall include a  certification  (the  "Sarbanes-Oxley  Certification"),  required to be included
         therewith  pursuant  to the  Sarbanes-Oxley  Act  which  shall be  signed  by the  Certifying  Person  and
         delivered  to the  Securities  Administrator  no later  than March 15th of each year in which the Trust is
         subject to the reporting  requirements  of the Exchange Act. The Master  Servicer shall cause any Servicer
         and any  subservicer  or  subcontractor,  to the  extent  set forth in the  related  Servicing  Agreement,
         engaged  by it to,  provide  to the Person who signs the  Sarbanes-Oxley  Certification  (the  "Certifying
         Person"),  by March 10 of each year in which the Trust is subject  to the  reporting  requirements  of the
         Exchange Act (or such other date  specified in the related  Servicing  Agreement)  and otherwise  within a
         reasonable period of time upon request,  a certification  (each, a "Back-Up  Certification"),  in the form
         attached  hereto as Exhibit  N, upon  which the  Certifying  Person,  the entity for which the  Certifying
         Person acts as an officer,  and such entity's  officers,  directors and Affiliates  (collectively with the
         Certifying  Person,  "Certification  Parties") can reasonably  rely. An officer of the Master  Servicer in
         charge of the master  servicing  function  shall  serve as the  Certifying  Person on behalf of the Trust.
         Such officer of the Certifying Person can be contacted as set forth in Section 11.07.

(iv) With  respect  to any  Additional  Form  10-D  Disclosure,  Additional  Form 10-K  Disclosure  or any Form 8-K
Disclosure  Information  (collectively,  the  "Additional  Disclosure")  relating  to the  Trust  Fund in the  form
attached hereto as Exhibit R, the Securities  Administrator's  obligation to include such Additional Information in
the  applicable  Exchange  Act report is subject to receipt  from the entity that is  indicated in Exhibit Q as the
responsible  party  for  providing  that  information,  if other  than the  Securities  Administrator,  as and when
required as described in  Section 3.18(a)(i)  through (iii) above. Such Additional  Disclosure shall be accompanied
by a notice  substantially in the form of Exhibit R. Each of the Company as a Servicer,  the Master  Servicer,  the
Sponsor,  the  Securities  Administrator  and the  Depositor  hereby  agrees to notify and provide,  and the Master
Servicer  agrees to enforce the  obligations  (to the extent  provided in the related  Servicing  Agreement) to the
extent known to the Master Servicer,  Sponsor,  Securities  Administrator  and Depositor all Additional  Disclosure
relating to the Trust Fund,  with respect to which such party is indicated  in Exhibit Q as the  responsible  party
for providing that  information.  Within five Business Days prior to each  Distribution  Date of each year that the
Trust is subject to the Exchange Act reporting  requirements,  the Depositor shall make available to the Securities
Administrator  the Group I Significance  Estimate and the Securities  Administrator  shall use such  information to
calculate  the  Group I  Significance  Percentage.  If the  Group I  Significance  Percentage  meets  either of the
threshold  levels  detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities  Administrator  shall
deliver  written  notification  to the Depositor,  the related  Counterparty  to that effect.  The Depositor  shall
request from the related  Counterparty  any information  required under  Regulation AB to the extent required under
the  related Cap  Contract  Agreement.  The  Depositor  will be  obligated  pursuant  to the  related Cap  Contract
Agreement to provide to the Securities  Administrator  any  information  that may be required to be included in any
Form  10-D,  Form 8-K or Form 10-K or written  notification  instructing  the  Securities  Administrator  that such
Additional  Disclosure  regarding  the related  Counterparty  is not  necessary  for such  Distribution  Date.  The
Depositor  shall be  responsible  for any  reasonable  fees and  expenses  assessed or  incurred by the  Securities
Administrator in connection with including any Additional Disclosure information pursuant to this section.

                  So long as the Depositor is subject to the filing  requirements  of the Exchange Act with respect
to the Trust Fund,  the Trustee shall notify the  Securities  Administrator  and the Depositor of any bankruptcy or
receivership  with  respect  to the  Trustee  or of any  proceedings  of the  type  described  under  Item  1117 of
Regulation AB that have occurred as of the related Due Period,  together with a description  thereof, no later than
the date on which such  information  is required of other parties hereto as set forth under this  Section 3.18.  In
addition,  the  Trustee  shall  notify the  Securities  Administrator  and the  Depositor  of any  affiliations  or
relationships  that  develop  after the Closing  Date between the Trustee and the  Depositor,  EMC, the  Securities
Administrator,  the Master  Servicer,  the  Counterparty  or the Custodian of the type described under Item 1119 of
Regulation AB, together with a description  thereof,  no later than March 15 of each year that the Trust is subject
to  the  Exchange  Act  reporting  requirements,  commencing  in  2007.  Should  the  identification  of any of the
Depositor,  the Sponsor,  the Securities  Administrator,  the Master  Servicer,  the  Counterparty or the Custodian
change, the Depositor shall promptly notify the Trustee.

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

         (B) In the  event  that the  Securities  Administrator  is unable to  timely  file with the  Commission  all or any
         required  portion of any Form 8-K, 10-D or 10-K required to be filed by this  Agreement  because  required
         disclosure  information  was either not  delivered to it or  delivered to it after the delivery  deadlines
         set forth in this Agreement or for any other reason,  the Securities  Administrator  will promptly  notify
         the  Depositor  and the  Master  Servicer.  In the  case of Form  10-D and  10-K,  the  Depositor,  Master
         Servicer and  Securities  Administrator  will  cooperate to prepare and file a Form 12b-25 and a 10-DA and
         10-KA  as  applicable,  pursuant  to Rule  12b-25  of the  Exchange  Act.  In the  case of Form  8-K,  the
         Securities  Administrator will, upon receipt of all required Form 8-K Disclosure  Information and upon the
         approval and direction of the  Depositor,  include such  disclosure  information on the next Form 10-D. In
         the event  that any  previously  filed  Form 8-K,  10-D or 10-K  needs to be  amended  and such  amendment
         relates to any  Additional  Disclosure,  the  Securities  Administrator  will notify the Depositor and the
         parties  affected  thereby and such parties will  cooperate to prepare any  necessary  Form 8-K,  10-DA or
         10-KA.  Any Form 15,  Form  12b-25  or any  amendment  to Form  8-K,  10-D or 10-K  shall be  signed by an
         appropriate  officer of the Master  Servicer.  The parties hereto  acknowledge that the performance by the
         Master   Servicer   and  the   Securities   Administrator   of  their   respective   duties   under   this
         Section 3.18(a)(v)  related to the timely  preparation,  execution and filing of Form 15, a Form 12b-25 or
         any amendment to Form 8-K, 10-D or 10-K is contingent  upon the Master  Servicer and the Depositor  timely
         performing   their  duties  under  this  Section.   Neither  the  Master   Servicer  nor  the   Securities
         Administrator  shall have any  liability  for any loss,  expense,  damage or claim  arising out of or with
         respect to any failure to properly  prepare,  execute  and/or timely file any such Form 15, Form 12b-25 or
         any amendments to Forms 8-K, 10-D or 10-K,  where such failure  results from a party's failure to deliver,
         on a timely basis, any information  from such party needed to prepare,  arrange for execution or file such
         Form  15,  Form  12b-25  or any  amendments  to  Forms  8-K,  10-D or  10-K,  not  resulting  from its own
         negligence, bad faith or willful misconduct.

                  The  Depositor  agrees to promptly  furnish to the  Securities  Administrator,  from time to time
upon  request,  such further  information,  reports and  financial  statements  within its control  related to this
Agreement,  the Mortgage Loans as the Securities  Administrator  reasonably  deems  appropriate to prepare and file
all necessary reports with the Commission.  The Securities  Administrator  shall have no responsibility to file any
items other than those  specified in this  Section 3.18;  provided,  however,  the  Securities  Administrator  will
cooperate  with the  Depositor  in  connection  with any  additional  filings with respect to the Trust Fund as the
Depositor  deems necessary under the Exchange Act. Fees and expenses  incurred by the Securities  Administrator  in
connection with this Section 3.18 shall not be reimbursable from the Trust Fund.

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

(c) The  Securities  Administrator  shall  indemnify and hold harmless,  the Company,  the Depositor and the Master
Servicer and each of its  officers,  directors  and  affiliates  from and against any losses,  damages,  penalties,
fines,  forfeitures,  reasonable and necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Securities  Administrator's  obligations under Sections 3.16, 3.17 and
3.18 or the Securities  Administrator's  negligence,  bad faith or willful misconduct in connection  therewith.  In
addition,  the Securities  Administrator  shall  indemnify and hold harmless the Depositor and the Master  Servicer
and each of their respective officers,  directors and affiliates from and against any losses,  damages,  penalties,
fines,  forfeitures,  reasonable and necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (i) any untrue  statement or alleged  untrue  statement of any material fact contained
in any Back-Up  Certification,  any Annual Statement of Compliance,  any Assessment of Compliance or any Additional
Disclosure  provided  by  the  Securities  Administrator  on  its  behalf  or  on  behalf  of  any  subservicer  or
subcontractor  engaged by the Securities  Administrator  pursuant to  Section 3.16,  3.17 or 3.18 (the  "Securities
Administrator  Information"),  or (ii) any  omission or alleged  omission to state therein a material fact required
to be stated  therein or necessary to make the  statements  therein,  in light of the  circumstances  in which they
were made, not misleading;  provided,  by way of  clarification,  that this paragraph shall be construed  solely by
reference to the Securities  Administrator  Information and not to any other information communicated in connection
with the Certificates,  without regard to whether the Securities  Administrator  Information or any portion thereof
is presented together with or separately from such other information.

         The Depositor shall indemnify and hold harmless the Securities  Administrator  and the Master Servicer and
each  of its  officers,  directors  and  affiliates  from  and  against  any  losses,  damages,  penalties,  fines,
forfeitures,  reasonable  and  necessary  legal fees and related  costs,  judgments  and other  costs and  expenses
arising out of or based upon a breach of the  obligations of the Depositor  under  Sections 3.16,  3.17 and 3.18 or
the Depositor's  negligence,  bad faith or willful misconduct in connection therewith.  In addition,  the Depositor
shall indemnify and hold harmless the Master Servicer,  the Securities  Administrator  and each of their respective
officers,  directors  and  affiliates  from  and  against  any  losses,  damages,  penalties,  fines,  forfeitures,
reasonable  and necessary  legal fees and related costs,  judgments and other costs and expenses  arising out of or
based upon (i) any untrue  statement or alleged  untrue  statement of any material fact contained in any Additional
Disclosure  provided by the Depositor that is required to be filed pursuant to this  Section 3.18  (the  "Depositor
Information"),  or (ii) any  omission or alleged  omission to state  therein a material  fact required to be stated
therein or necessary to make the statements  therein,  in light of the  circumstances  in which they were made, not
misleading;  provided,  by way of clarification,  that this paragraph shall be construed solely by reference to the
Depositor  Information  that is required to be filed and not to any other  information  communicated  in connection
with the  Certificates,  without regard to whether the Depositor  Information  or any portion  thereof is presented
together with or separately from such other information.

         The Master Servicer shall indemnify and hold harmless the Company,  the Securities  Administrator  and the
Depositor and each of its  respective  officers,  directors and  affiliates  from and against any losses,  damages,
penalties,  fines,  forfeitures,  reasonable and necessary legal fees and related costs,  judgments and other costs
and expenses  arising out of or based upon a breach of the  obligations of the Master Servicer under Sections 3.16,
3.17 and 3.18 or the Master Servicer's  negligence,  bad faith or willful  misconduct in connection  therewith.  In
addition,  the Master Servicer shall indemnify and hold harmless the Depositor and each of its officers,  directors
and  affiliates  from and against any losses,  damages,  penalties,  fines,  forfeitures,  reasonable and necessary
legal fees and related  costs,  judgments and other costs and expenses  arising out of or based upon (i) any untrue
statement or alleged  untrue  statement of any material fact contained in any Annual  Statement of Compliance,  any
Assessment of Compliance or any Additional  Disclosure  provided by the Master  Servicer on its behalf or on behalf
of any subservicer or  subcontractor  engaged by the Master Servicer  pursuant to  Section 3.16,  3.17 or 3.18 (the
"Master Servicer Information"),  or (ii) any omission or alleged omission to state therein a material fact required
to be stated  therein or necessary to make the  statements  therein,  in light of the  circumstances  in which they
were made, not misleading;  provided,  by way of  clarification,  that this paragraph shall be construed  solely by
reference to the Master Servicer  Information and not to any other information  communicated in connection with the
Certificates,  without  regard to whether  the Master  Servicer  Information  or any portion  thereof is  presented
together with or separately from such other information.

         If the  indemnification  provided for herein is unavailable or  insufficient to hold harmless the Company,
the Depositor,  the Securities  Administrator or the Master Servicer, as applicable,  then the defaulting party, in
connection  with any conduct for which it is  providing  indemnification  under this  Section 3.18,  agrees that it
shall contribute to the amount paid or payable by the other parties as a result of the losses,  claims,  damages or
liabilities  of the other  party in such  proportion  as is  appropriate  to  reflect  the  relative  fault and the
relative benefit of the respective parties.

(d) The  indemnification  provisions set forth in this Section 3.18 shall survive the termination of this Agreement
or the termination of any party to this Agreement.

(e) Failure of the Master  Servicer to comply with this  Section 3.18  (including  with  respect to the  timeframes
required herein) shall constitute an Event of Default,  and at the written direction of the Depositor,  the Trustee
shall,  in  addition  to  whatever  rights the  Trustee  may have under this  Agreement  and at law or equity or to
damages,  including  injunctive  relief and specific  performance,  upon notice  immediately  terminate  all of the
rights and  obligations  of the Master  Servicer  under this  Agreement  and in and to the  Mortgage  Loans and the
proceeds  thereof without  compensating the Master Servicer for the same (but subject to the Master Servicer rights
to payment of any Master  Servicing  Compensation  and  reimbursement of all amounts for which it is entitled to be
reimbursed  prior to the date of  termination).  Failure  of the  Securities  Administrator  to  comply  with  this
Section 3.18  (including  with respect to the  timeframes  required in this  Section)  which  failure  results in a
failure to timely file the related  Form 10-K,  shall  constitute  a default  and at the written  direction  of the
Depositor,  the Trustee shall,  in addition to whatever rights the Trustee may have under this Agreement and at law
or equity or to damages,  including injunctive relief and specific  performance,  upon notice immediately terminate
all of the rights and obligations of the Securities  Administrator  under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without  compensating the Securities  Administrator for the same (but subject to the
Securities  Administrator's  right to  reimbursement of all amounts for which it is entitled to be reimbursed prior
to the date of  termination).  This paragraph  shall  supersede any other  provision in this Agreement or any other
agreement  to  the  contrary.  In  connection  with  the  termination  of the  Master  Servicer  or the  Securities
Administrator  pursuant to this  Section 3.18(e)  the Trustee shall be entitled to  reimbursement  of all costs and
expenses  associated with such  termination to the extent set forth in  Section 9.05.  Notwithstanding  anything to
the  contrary  in this  Agreement,  no Event of  Default  by the  Master  Servicer  or  default  by the  Securities
Administrator  shall have occurred with respect to any failure to properly prepare,  execute and/or timely file any
report on Form 8-K,  Form 10-D or Form 10-K,  any Form 15 or Form  12b-25 or any  amendments  to Form 8-K,  10-D or
10-K,  where such failure results from any party's  failure to deliver,  on a timely basis,  any  information  from
such party  needed to prepare,  arrange for  execution  or file any such report,  Form or  amendment,  and does not
result from its own negligence, bad faith or willful misconduct.

(f) Notwithstanding  the provisions of  Section 11.02,  this Section 3.18 may be amended without the consent of the
Certificateholders.

         Any report,  notice or notification to be delivered by the Company,  the Master Servicer or the Securities
Administrator   to  the   Depositor   pursuant   to   this   Section 3.18,   may  be   delivered   via   email   to
RegABNotifications@bear.com  or,  in the  case of a  notification,  telephonically  by  calling  Reg AB  Compliance
Manager at 212-272-7525.

Section 3.19. The Company.  On the Closing Date, the Company will receive from the Depositor a payment of $5,000.

Section 3.20. UCC. The Sponsor shall file any financing statements,  continuation  statements or amendments thereto
required by any change in the Uniform Commercial Code.

Section 3.21. Optional  Purchase of Defaulted  Mortgage  Loans.  (a) With respect to any Mortgage  Loan which as of
the first day of a Fiscal  Quarter is Delinquent  in payment by 90 days or more or is an REO Property,  the Company
shall have the right to  purchase  such  Mortgage  Loan from the Trust at a price  equal to the  Repurchase  Price;
provided,  however,  (i) that such  Mortgage  Loan is still 90 days or more  Delinquent or is an REO Property as of
the date of such purchase and (ii) this  purchase  option,  if not  theretofore  exercised,  shall terminate on the
date prior to the last day of the related Fiscal  Quarter.  This purchase  option,  if not exercised,  shall not be
thereafter  reinstated  unless the delinquency is cured and the Mortgage Loan  thereafter  again becomes 90 days or
more  Delinquent  or becomes an REO  Property,  in which case the option shall again become  exercisable  as of the
first day of the related Fiscal Quarter.

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

Section 3.22. Reserved.

Section 3.23. Intention of the Parties and Interpretation.

         Each of the parties  acknowledges  and agrees that the  purpose of  Sections  3.16,  3.17 and 3.18 of this
Agreement is to facilitate  compliance by the Sponsor,  the Depositor and the Master  Servicer with the  provisions
of Regulation AB.  Therefore,  each of the parties agrees that (a) the  obligations of the parties  hereunder shall
be interpreted  in such a manner as to accomplish  that purpose,  (b) the  parties'  obligations  hereunder will be
supplemented  and  modified  in  writing,  as agreed to and  executed by the parties  hereto,  as  necessary  to be
consistent  with any such  amendments,  interpretive  advice or  guidance,  convention  or  consensus  among active
participants  in  the  asset-backed  securities  markets,  advice  of  counsel,  or  otherwise  in  respect  of the
requirements of Regulation AB, (c) the parties shall comply with  reasonable  requests made by the Sponsor,  or the
Depositor,  or the Master  Servicer or the  Securities  Administrator  for  delivery  of  additional  or  different
information as the Sponsor,  the Depositor,  or the Master Servicer or the Securities  Administrator  may determine
in good faith is necessary to comply with the provisions of Regulation  AB, and (d) no  amendment of this Agreement
shall be required to effect any such changes in the parties'  obligations as are necessary to accommodate  evolving
interpretations of the provisions of Regulation AB. All costs,  expenses,  fees,  liabilities,  charges and amounts
(including  legal fees) incurred by the Trustee in connection with this  Section 3.23  shall be fully reimbursed to
the Trustee pursuant to Section 4.05(l).

                                                    ARTICLE IV
                                                     Accounts

Section 4.01. Protected  Accounts.  (a) The Master  Servicer  shall  enforce  the  obligation  of each  Servicer to
establish and maintain a Protected Account in accordance with the applicable Servicing  Agreement,  with records to
be kept with respect  thereto on a Mortgage Loan by Mortgage  Loan basis,  into which  accounts  shall be deposited
within  48 hours  (or as of such  other  time  specified  in the  related  Servicing  Agreement)  of  receipt,  all
collections  of  principal  and interest on any  Mortgage  Loan and with respect to any REO Property  received by a
Servicer,  including Principal  Prepayments,  Insurance Proceeds,  Liquidation  Proceeds and advances made from the
Servicer's own funds (less servicing  compensation as permitted by the applicable  Servicing  Agreement in the case
of any  Servicer) and all other amounts to be deposited in the Protected  Account.  Servicing  Compensation  in the
form of assumption  fees, if any, late payment charges,  as collected,  if any, or otherwise (and in certain cases,
Prepayment  Charges)  shall be retained by the  applicable  Servicer and shall not be  deposited  in the  Protected
Account.  The  Servicer is hereby  authorized  to make  withdrawals  from and  deposits  to the  related  Protected
Account for purposes  required or  permitted by this  Agreement.  To the extent  provided in the related  Servicing
Agreement,  the Protected Account shall be held by a Designated Depository  Institution and segregated on the books
of such institution in the name of the Trustee for the benefit of Certificateholders.

(b) To the extent provided in the related  Servicing  Agreement,  amounts on deposit in a Protected  Account may be
invested in Permitted Investments in the name of the Trustee for the benefit of  Certificateholders  and, except as
provided in the  preceding  paragraph,  not  commingled  with any other funds.  Such  Permitted  Investments  shall
mature,  or shall be subject to redemption or  withdrawal,  no later than the date on which such funds are required
to be withdrawn for deposit in the  Distribution  Account,  and shall be held until required for such deposit.  The
income earned from Permitted  Investments made pursuant to this Section 4.01  shall be paid to the related Servicer
under  the  applicable  Servicing  Agreement,  and the risk of loss of moneys  required  to be  distributed  to the
Certificateholders  resulting  from such  investments  shall be borne by and be the risk of the  related  Servicer.
The related  Servicer (to the extent  provided in the  Servicing  Agreement)  shall  deposit the amount of any such
loss in the Protected  Account within two Business Days of receipt of  notification of such loss but not later than
the  second  Business  Day prior to the  Distribution  Date on which the  moneys so  invested  are  required  to be
distributed to the Certificateholders.

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

(i) Scheduled  Payments on the Mortgage Loans  received or any related  portion  thereof  advanced by such Servicer
pursuant to its  Servicing  Agreement  which were due during or before the  related  Due Period,  net of the amount
thereof  comprising  its  Servicing  Fee or any fees with respect to any  lender-paid  primary  mortgage  insurance
policy;

(ii) Full  Principal  Prepayments  and any  Liquidation  Proceeds  received by such  Servicer  with  respect to the
Mortgage Loans in the related Prepayment Period (or, in the case of Subsequent  Recoveries,  during the related Due
Period),  with  interest  to the date of  prepayment  or  liquidation,  net of the amount  thereof  comprising  its
Servicing Fee;

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

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

(v) Any amounts  required to be paid by the Servicers  under the related  Servicing  Agreements with respect to clauses
(a) and (b) of the  definition of Interest  Shortfall  with respect to the related  Mortgage  Loans for the related
Distribution Date.

(d) Withdrawals  may be made from an Account  only to make  remittances  as provided in  Section 4.01(c),  4.04 and
4.05; to reimburse the Master  Servicer or a Servicer for Monthly  Advances which have been recovered by subsequent
collections  from the related  Mortgagor;  to remove amounts  deposited in error; to remove fees,  charges or other
such amounts  deposited on a temporary  basis;  or to clear and  terminate the account at the  termination  of this
Agreement  in  accordance  with  Section 10.01.  As  provided  in Sections  4.01(c)  and  4.04(b)  certain  amounts
otherwise due to the Servicers may be retained by them and need not be deposited in the Distribution Account.

(e) The Master  Servicer shall not itself waive (or authorize a Servicer to waive,  unless such Servicer is allowed
to waive in accordance  with the terms of the related  Servicing  Agreement) any  Prepayment  Charge that the Trust
would  otherwise be entitled to unless:  (i) the  enforceability  thereof  shall have been  limited by  bankruptcy,
insolvency,  moratorium,  receivership  and other similar laws relating to creditors'  rights  generally,  (ii) the
enforcement  thereof  is  illegal,  or any local,  state or  federal  agency  has  threatened  legal  action if the
prepayment  penalty is enforced,  (iii) the  mortgage debt has been accelerated in connection with a foreclosure or
other  involuntary  payment or (iv) such  waiver is standard and customary in servicing  similar Mortgage Loans and
relates to a default or a  reasonably  foreseeable  default  and would,  in the  reasonable  judgment of the Master
Servicer,  maximize  recovery of total  proceeds  taking into account the value of such  Prepayment  Charge and the
related  Mortgage Loan. In no event will the Master  Servicer  itself waive a Prepayment  Charge in connection with
a  refinancing  of a Mortgage  Loan that is not  related to a default or a  reasonably  foreseeable  default.  If a
Prepayment  Charge is waived by the Master  Servicer,  but does not meet the standards  described  above,  then the
Master Servicer is required to pay the amount of such waived  Prepayment  Charge by depositing such amount into the
Distribution Account by the immediately succeeding Distribution Account Deposit Date.

Section 4.02. [Reserved].

Section 4.03. [Reserved].

Section 4.04. Distribution  Account.  (a) The Securities  Administrator shall establish and maintain in the name of
the Trustee, for the benefit of the  Certificateholders,  the Distribution Account as a segregated trust account or
accounts.

(b) The  Master  Servicer  and the  Securities  Administrator  will each  deposit  in the  Distribution  Account as
identified and as received by each of them, the following amounts:

(i) Any amounts received from the Servicers and constituting Available Funds;

(ii) Any  Monthly  Advance  and any  Compensating  Interest  Payments  required  to be made by the Master  Servicer
pursuant to this Agreement;

(iii) Any Insurance  Proceeds or Net Liquidation  Proceeds received by or on behalf of the Master Servicer or which
were not deposited in a Protected Account;

(iv) The  Repurchase  Price with respect to any Mortgage  Loans  purchased by the Sponsor  pursuant to the Mortgage
Loan  Purchase  Agreement  or  Sections  2.02 or 2.03  hereof,  any  amounts  which are to be treated  pursuant  to
Section 2.04  of this Agreement as the payment of a Repurchase  Price in connection with the tender of a Substitute
Mortgage Loan by the Sponsor,  the  Repurchase  Price with respect to any Mortgage  Loans  purchased by the Company
pursuant to  Section 3.21,  and all  proceeds of any  Mortgage  Loans or property  acquired  with  respect  thereto
repurchased by the Depositor or its designee pursuant to Section 10.01;

(v) Any amounts required to be deposited with respect to losses on investments of deposits in an Account;

(vi) Any amounts received by the Master Servicer or Securities Administrator,  or required to be paid by the Master
Servicer, in connection with any Prepayment Charge on the Prepayment Charge Loans; and

(vii) Any other  amounts  received  by or on behalf of the Master  Servicer  and  required to be  deposited  in the
Distribution Account pursuant to this Agreement.

(c) All amounts deposited to the Distribution Account shall be held by the Securities  Administrator in the name of
the Trustee in trust for the benefit of the  Certificateholders  in  accordance  with the terms and  provisions  of
this Agreement.

(d) The  requirements  for crediting the  Distribution  Account shall be exclusive,  it being understood and agreed
that,  without  limiting the generality of the  foregoing,  payments in the nature of (i) late  payment  charges or
assumption, tax service, statement account or payoff, substitution,  satisfaction,  release and other like fees and
charges and (ii) the items  enumerated in  Section 4.05  with respect to the Securities  Administrator,  the Master
Servicer  and the  Servicers,  need not be credited by the Master  Servicer or the  Servicers  to the  Distribution
Account.  Amounts  received by the Master  Servicer or the Securities  Administrator  in connection with Prepayment
Charges on the  Prepayment  Charge  Loans shall be deposited  into the Class XP Reserve  Account by such party upon
receipt thereof.  In the event that the Master Servicer or the Securities  Administrator  shall deposit or cause to
be  deposited  to the  Distribution  Account  any  amount not  required  to be  credited  thereto,  the  Securities
Administrator,  upon receipt of a written request  therefor signed by a Servicing  Officer of the Master  Servicer,
shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.

(e) The  Distribution  Account shall  constitute a trust  account of the Trust Fund  segregated on the books of the
Securities  Administrator and held by the Securities  Administrator in trust in its Corporate Trust Office, and the
Distribution  Account and the funds  deposited  therein shall not be subject to, and shall be protected  from,  all
claims,  liens,  and  encumbrances  of any creditors or depositors of the  Securities  Administrator  or the Master
Servicer  (whether made directly,  or indirectly  through a liquidator or receiver of the Securities  Administrator
or the Master Servicer).  The Distribution  Account shall be an Eligible  Account.  The amount at any time credited
to the Distribution  Account shall be invested in the name of the Trustee, in such Permitted  Investments  selected
by the  Master  Servicer  or the  Depositor.  The Master  Servicer  or the  Depositor  shall  select the  Permitted
Investments for the funds on deposit in the  Distribution  Account.  All Permitted  Investments  shall mature or be
subject to redemption or withdrawal on or before,  and shall be held until, the next succeeding  Distribution  Date
if the obligor for such  Permitted  Investment  is the  Securities  Administrator  or, if such obligor is any other
Person,  the Business Day preceding such  Distribution  Date, in the case of Permitted  Investments for the benefit
of the Master  Servicer  and the  Depositor.  With  respect to the  Distribution  Account  and the funds  deposited
therein,  the  Securities   Administrator  shall  take  such  action  as  may  be  necessary  to  ensure  that  the
Certificateholders  shall be entitled to the  priorities  afforded to such a trust  account (in addition to a claim
against  the estate of the  Trustee)  as  provided  by 12 U.S.C.  § 92a(e),  and  applicable  regulations  pursuant
thereto,  if  applicable,  or any  applicable  comparable  state  statute  applicable  to state  chartered  banking
corporations.

(f) Any and all  investment  earnings  and losses on amounts on deposit in the  Distribution  Account for a maximum
period of six Business Days preceding the Distribution  Date shall be for the account of the Master  Servicer.  The
Master  Servicer and the Depositor from time to time shall be permitted to withdraw or receive  distribution of any
and all  investment  earnings  from the  Distribution  Account  on  behalf  of  itself.  The risk of loss of moneys
required to be distributed to the  Certificateholders  resulting from such investments shall be borne by and be the
risk of the Master  Servicer and the Depositor  based on the Permitted  Investments on which such loss is incurred.
The Master  Servicer  shall  deposit the amount of any such loss in the  Distribution  Account  within two Business
Days of  receipt  of  notification  of such loss but not later  than the  Distribution  Date on which the moneys so
invested are required to be distributed to the Certificateholders.

(g) In the event that the  Master  Servicer  and  Securities  Administrator  are no longer  affiliated,  the Master
Servicer  shall  establish  and maintain an account  separate  from the  Distribution  Account into which any funds
remitted by the Company and  Servicers  will be  deposited.  No later than noon New York time on the  Business  Day
prior to each  Distribution  Date,  the Master  Servicer shall remit any such funds to the Paying Agent for deposit
in the  Distribution  Account.  The Master  Servicer shall make the following  permitted  withdrawals and transfers
from such account:

(i) The  Master  Servicer  will,  from  time to  time on  demand  of the  Company,  a  Servicer  or the  Securities
Administrator,  make or cause to be made such  withdrawals or transfers from the account as the Master Servicer has
designated for such transfer or withdrawal  pursuant to this  Agreement and the related  Servicing  Agreement.  The
Master  Servicer may clear and  terminate the account  pursuant to  Section 10.01  and remove  amounts from time to
time deposited in error.

(ii) On an ongoing  basis,  the Master  Servicer  shall  withdraw  from the  account  (i) any  expenses,  costs and
liabilities  recoverable  by the Trustee,  the Master  Servicer,  the  Securities  Administrator  or any  Custodian
pursuant  to Sections  3.03,  7.04 and 9.05 and  (ii) any  amounts  payable to the Master  Servicer as set forth in
Section 3.14;  provided,  however,  that the  Master  Servicer  shall be  obligated  to pay from its own  funds any
amounts which it is required to pay under Section 7.03(a).

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

(iv) No later than noon New York time on each Business Day prior to each  Distribution  Date,  the Master  Servicer
will transfer all Available  Funds on deposit in the account with respect to the related  Distribution  Date to the
Paying Agent for deposit in the Distribution Account.

Section 4.05. Permitted  Withdrawals  and Transfers from the  Distribution  Account.  The Securities  Administrator
will,  from time to time on demand of the Master  Servicer (or with respect to clause (l) hereto,  on demand of the
Trustee,  the Securities  Administrator  or the Custodian),  make or cause to be made such withdrawals or transfers
from the  Distribution  Account as the Master  Servicer has designated for such transfer or withdrawal  pursuant to
this Agreement and the Servicing  Agreements or as the Securities  Administrator  deems necessary for the following
purposes:

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

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

(c) to reimburse the Master  Servicer or any Servicer from  Insurance  Proceeds  relating to a particular  Mortgage
Loan for insured  expenses  incurred with respect to such  Mortgage  Loan and to reimburse  the Master  Servicer or
such Servicer from  Liquidation  Proceeds from a particular  Mortgage Loan for Liquidation  Expenses  incurred with
respect to such  Mortgage  Loan;  provided  that the Master  Servicer  shall not be entitled to  reimbursement  for
Liquidation  Expenses  with  respect to a Mortgage  Loan to the extent that  (i) any  amounts  with respect to such
Mortgage  Loan were paid as Excess  Liquidation  Proceeds  pursuant to clause (xi) of this  Section 4.05(a)  to the
Master  Servicer;  and  (ii) such  Liquidation  Expenses  were  not  included  in the  computation  of such  Excess
Liquidation Proceeds;

(d) to pay the Master Servicer or any Servicer,  as appropriate,  from Liquidation  Proceeds or Insurance  Proceeds
received in connection  with the  liquidation of any Mortgage  Loan,  the amount which the Master  Servicer or such
Servicer would have been entitled to receive under clause (ix) of this  Section 4.05(a)  as servicing  compensation
on account of each  defaulted  scheduled  payment on such  Mortgage  Loan if paid in a timely manner by the related
Mortgagor;

(e) to pay the Master  Servicer or any Servicer from the  Repurchase  Price for any Mortgage Loan, the amount which
the  Master   Servicer  or  such  Servicer  would  have  been  entitled  to  receive  under  clause  (ix)  of  this
Section 4.05(a) as servicing compensation;

(f) to reimburse the Master Servicer or any Servicer for advances of funds (other than Monthly  Advances) made with
respect to the Mortgage  Loans,  and the right to  reimbursement  pursuant to this clause being  limited to amounts
received on the related  Mortgage Loan  (including,  for this purpose,  the Repurchase  Price  therefor,  Insurance
Proceeds and  Liquidation  Proceeds)  which  represent late recoveries of the payments for which such advances were
made;

(g) to reimburse the Master  Servicer or any Servicer for any  Nonrecoverable  Advance that has not been reimbursed
pursuant to clauses (i) and (vi);

(h) to pay the Master Servicer as set forth in Section 3.14;

(i) to reimburse  the Master  Servicer for  expenses,  costs and  liabilities  incurred by and  reimbursable  to it
pursuant to Sections 3.03, 7.04(c) and (d);

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

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

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

(m) to remove amounts deposited in error;

(n) to clear and terminate the Distribution Account pursuant to Section 10.01; and

(o) to pay the Depositor as set forth in Section 4.04(e).

(p) The Securities  Administrator shall keep and maintain separate accounting,  on a Mortgage Loan by Mortgage Loan
basis  and  shall  provide  a copy  to the  Securities  Administrator,  for  the  purpose  of  accounting  for  any
reimbursement  from the  Distribution  Account  pursuant to clauses (i) through  (vi) and (viii) or with respect to
any such  amounts  which would have been  covered by such  clauses had the amounts not been  retained by the Master
Servicer without being deposited in the Distribution  Account under  Section 4.04(b).  Reimbursements made pursuant
to clauses (vii),  (ix),  (xi) and (xii) will be allocated  between the Loan Groups pro rata based on the aggregate
Stated Principal Balances of the Mortgage Loans in each Loan Group.

(q) On each Distribution Date, the Securities  Administrator  shall distribute the Interest Funds,  Principal Funds
and  Available  Funds to the extent on deposit in the  Distribution  Account  for each Loan Group to the Holders of
the related Certificates in accordance with Section 6.01.

Section 4.06. Reserve Fund.  (a) On or before the Closing Date, the Securities  Administrator  shall  establish one
or more  segregated  trust  accounts  (the  "Reserve  Fund") in the name of the Trustee on behalf of the Holders of
the Group I Offered,  Class I-B-3 and Class B-IO  Certificates.  The Reserve Fund must be an Eligible Account.  The
Reserve  Fund shall be  entitled  "Reserve  Fund,  Citibank,  N.A. as Trustee  f/b/o  holders of  Structured  Asset
Mortgage  Investments  II Inc.,  Bear  Stearns  ALT-A Trust  2006-5,  Mortgage  Pass-Through  Certificates,  Series
2006-5."  The Securities  Administrator shall demand payment of all money payable by the Counterparty under the Cap
Contracts.  The  Securities  Administrator  shall deposit in the Reserve Fund all payments  received by it from the
Counterparty  pursuant  to the Cap  Contracts  and,  prior to  distribution  of such  amounts  pursuant  to Section
6.01(a),  all payments  described under the Ninth and Tenth clauses of  Section 6.01(a).   All Cap Contract Payment
Amounts  received  from Cap  Contracts  benefiting  the Group I  Offered  and  Class  I-B-3 Certificateholders  and
the amounts  described in the Ninth and Tenth clauses of  Section 6.01(a)  deposited to  the Reserve  Fund shall be
held by the Securities  Administrator  in the name of the Trustee on behalf of the Trust,  in trust for the benefit
of  the   Group  I   Offered   and  Class   I-B-3   Certificateholders,   as   applicable, and   the   Class   B-IO
Certificateholders in  accordance with the terms and provisions of this Agreement.  On each Distribution  Date, the
Securities  Administrator  shall distribute  amounts on deposit in the Reserve  Fund to the Group I Offered,  Class
I-B-3,  and Class B-IO  Certificateholders  in accordance with the Ninth and Tenth clauses of  Section 6.01(a)  and
Section 6.01(b).

         (b)      The  Reserve  Fund is an  "outside  reserve  fund"  within  the  meaning of  Treasury  Regulation
Section 1.860G-2(h)  and shall be an asset of the Trust Fund but not an asset of any 2006-5 REMIC.  The  Securities
Administrator  on behalf of the Trust  shall be the  nominal  owner of the Reserve  Fund.  For  federal  income tax
purposes,  the Class  B-IO Certificateholders  shall be the beneficial  owners of the Reserve Fund,  subject to the
power of the Securities  Administrator to distribute  amounts under the Ninth and Tenth clauses of  Section 6.01(a)
and  Section 6.01(b)  and shall report items of income,  deduction,  gain or loss  arising  therefrom.  For federal
income tax  purposes,  (i) amounts  distributed  to  Certificateholders  pursuant to the Ninth and Tenth clauses of
Section 6.01(a)  will be treated as first distributed to the Class B-IO  Certificateholders  and then paid from the
Class B-IO  Certificateholders  to the  applicable  Group I Offered or Class I-B-3  Certificateholders.  Amounts in
the  Reserve  Fund  held  in  trust  for  the  benefit  of  the  Group  I  Offered,  Class  I-B-3  and  Class  B-IO
Certificateholders  shall, at the written direction of the Class B-IO Certificateholders,  be invested in Permitted
Investments  that mature no later than the  Business  Day prior to the next  succeeding  Distribution  Date.  If no
written  direction  is  received,  the  amounts in the Reserve  Fund shall  remain  uninvested.  Any losses on such
Permitted  Investments shall not in any case be a liability of the Securities  Administrator but an amount equal to
such  losses  shall be given by the Class  B-IO  Certificateholders  to the  Securities  Administrator  out of such
Certificateholders'  own funds  immediately  as  realized,  for deposit by the  Securities  Administrator  into the
Reserve Fund. To the extent that the Class B- IO  Certificateholders  have  provided the  Securities  Administrator
with such  written  direction  to  invest  such  funds in  Permitted  Investments,  on each  Distribution  Date the
Securities  Administrator  shall distribute all net income and gain from such Permitted  Investments in the Reserve
Fund to the Class B-IO  Certificateholders,  not as a distribution  in respect of any interest in any 2006-5 REMIC.
All  amounts  earned on  amounts  on  deposit  in the  Reserve  Fund held in trust for the  benefit  of the Group I
Offered, Class I-B-3 and Class B-IO Certificateholders shall be taxable to the Class B-IO Certificateholders.

Section 4.07. Class XP Reserve Account.  (a) The Securities  Administrator shall establish and maintain with itself
a separate,  segregated trust account,  which shall be an Eligible Account,  titled "Reserve  Account,  Wells Fargo
Bank,  National  Association,  as  Securities  Administrator  f/b/o  Bear  Stearns  ALT-A  Trust  2006-5,  Mortgage
Pass-Through  Certificates,  Series 2006-5,  Class XP". On the Closing Date, the Depositor  shall deposit $100 into
the Class XP  Reserve  Account.  Funds on deposit  in the Class XP  Reserve  Account  shall be held in trust by the
Securities  Administrator  for the holders of the Class I-XP  Certificates.  The Class XP Reserve  Account will not
represent an interest in any REMIC.

(b) Any amount on deposit in the Class XP Reserve  Account shall be held  uninvested.  On the Business Day prior to
each  Distribution  Date,  the Securities  Administrator  shall withdraw the amount then on deposit in the Class XP
Reserve  Account and deposit  such amount into the  Distribution  Account to be  distributed  to the Holders of the
Class I-XP  Certificates in accordance with Section  6.01(c).  In addition,  on the earlier of (x) the Business Day
prior to the  Distribution  Date on which  all the  assets  of the  Trust  Fund are  repurchased  as  described  in
Section 10.01(a)  and (y) the Business Day prior to the Distribution  Date occurring in March 2012,  the Securities
Administrator  shall withdraw the amount on deposit in the Class XP Reserve  Account,  deposit such amount into the
Distribution  Account and remit such amount to the Securities  Administrator and provide written instruction to the
Securities  Administrator to pay such amount to the Class I-XP  Certificates in accordance with Section 6.01(c) and
following such withdrawal the Class XP Reserve Account shall be closed.

                                                     ARTICLE V
                                                   Certificates

Section 5.01. Certificates.  (a) The Depository,  the Depositor and the Securities  Administrator have entered into
a  Depository  Agreement  dated as of the  Closing  Date (the  "Depository  Agreement").  Except  for the  Residual
Certificates,  the Private  Certificates and the Individual  Certificates and as provided in  Section 5.01(b),  the
Certificates  shall at all times remain  registered in the name of the  Depository or its nominee and at all times:
(i) registration  of  such  Certificates  may  not be  transferred  by the  Securities  Administrator  except  to a
successor to the Depository;  (ii) ownership  and transfers of  registration  of such  Certificates on the books of
the Depository  shall be governed by applicable  rules  established  by the  Depository;  (iii) the  Depository may
collect its usual and customary fees, charges and expenses from its Depository  Participants;  (iv) the  Securities
Administrator  shall deal with the  Depository  as  representative  of such  Certificate  Owners of the  respective
Class of  Certificates  for purposes of  exercising  the rights of  Certificateholders  under this  Agreement,  and
requests and directions for and votes of such  representative  shall not be deemed to be  inconsistent  if they are
made with respect to different  Certificate  Owners; and (v) the Trustee and the Securities  Administrator may rely
and shall be fully  protected  in  relying  upon  information  furnished  by the  Depository  with  respect  to its
Depository Participants.

         The Residual  Certificates and the Private  Certificates are initially  Physical  Certificates.  If at any
time the Holders of all of the  Certificates of one or more such Classes request that the Securities  Administrator
cause such Class to  become Global  Certificates,  the  Securities  Administrator  and the Depositor will take such
action as may be reasonably  required to cause the  Depository  to accept such  Class or  Classes for trading if it
may legally be so traded.

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

(b) If (i)(A) the  Depositor  advises the  Securities  Administrator  in writing that the  Depository  is no longer
willing or able to properly  discharge  its  responsibilities  as  Depository  and (B) the  Depositor  is unable to
locate  a  qualified  successor  within  30 days  or  (ii) the  Depositor  at its  option  advises  the  Securities
Administrator in writing that it elects to terminate the book-entry  system through the Depository,  the Securities
Administrator  shall request that the Depository notify all Certificate  Owners of the occurrence of any such event
and of the availability of definitive,  fully registered  Certificates to Certificate  Owners  requesting the same.
Upon surrender to the Securities  Administrator of the Certificates by the Depository,  accompanied by registration
instructions  from the  Depository  for  registration,  the  Securities  Administrator  shall issue the  definitive
Certificates.

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

         Neither the Depositor nor the  Securities  Administrator  shall be liable for any delay in the delivery of
any instructions  required  pursuant to this  Section 5.01(b)  and may conclusively rely on, and shall be protected
in relying on, such instructions.

(c) (i)           As provided herein,  the REMIC  Administrator  will make an election to treat the segregated pool
of assets  consisting of the Group II Mortgage  Loans and certain other related assets subject to this Agreement as
a REMIC for federal  income tax  purposes,  and such  segregated  pool of assets will be  designated  as "REMIC I."
Component I of the Class R  Certificates  will  represent  the sole  Class of  "residual  interests" in REMIC I for
purposes  of the  REMIC  Provisions  (as  defined  herein)  under  federal  income  tax law.  The  following  table
irrevocably sets forth the  designation,  Uncertificated  Pass-Through  Rate and initial  Uncertificated  Principal
Balance for each of the "regular  interests" in REMIC I and the designation and  Certificate  Principal  Balance of
the Class R  Certificates  allocable  to  Component  I of the Class R  Certificates.  None of the  REMIC I  Regular
Interests will be certificated.

                                       Uncertificated         Initial
 Class Designation for      Type of     Pass-Through      Uncertificated
 each REMIC I Interest     Interest         Rate         Principal Balance
------------------------- ------------ ---------------- --------------------
II-A-1                      Regular      Variable(1)        $122,850,000.00
II-A-2                      Regular      Variable(1)        $193,613,000.00
II-A-3                      Regular      Variable(1)         $29,247,000.00
II-B-1                      Regular      Variable(1)         $10,498,000.00
II-B-2                      Regular      Variable(1)          $6,749,000.00
II-B-3                      Regular      Variable(1)          $4,125,000.00
II-B-4                      Regular      Variable(1)          $3,749,000.00
II-B-5                      Regular      Variable(1)          $2,437,000.00
II-B-6                      Regular      Variable(1)          $1,689,544.00
Component I of the
Class R Certificates       Residual          (2)                      $0.00

_______________________
 (1) Each REMIC I Regular  Interest will bear interest at a variable rate equal to the weighted  average of the Net
     Rates of the Group II Mortgage Loans.
 (2) Component I of the Class R Certificates will not bear interest.

(ii) As provided  herein,  the REMIC  Administrator  will make an election to treat the  segregated  pool of assets
consisting of the Group I Loans and certain other related  assets  subject to this Agreement as a REMIC for federal
income tax purposes,  and such  segregated  pool of assets will be designated  as  "REMIC II."  Component II of the
Class R  Certificates will represent the sole Class of  "residual  interests" in REMIC II for purposes of the REMIC
Provisions   under  federal  income  tax  law.  The  following  table   irrevocably  sets  forth  the  designation,
Uncertificated  Pass-Through Rate and initial Uncertificated  Principal Balance for each of the "regular interests"
in REMIC II  and the  designation  and  Certificate  Principal  Balance of the Class R  Certificates  allocable  to
Component II of the Class R Certificates.  None of the REMIC II Regular Interests will be certificated.

Class Designation for        Type of        Uncertificated              Initial Uncertificated
each REMIC II Interest       Interest     Pass-Through Rate                  Principal Balance
LT1                          Regular         Variable(1)                    $ 1,037,954,302.76
LT2                          Regular         Variable(1)                           $ 32,095.35
LT3                          Regular            0.00%                              $ 71,717.64
LT4                          Regular         Variable(2)                           $ 71,717.64
Component II of the
Class R Certificates         Residual            (3)                                     $0.00

___________________________________

(1)  REMIC II Regular Interests LT1 and LT2 will each bear interest at a variable rate equal to the Net Rate Cap.
(2)  REMIC II Regular Interest LT4 will bear interest at a variable rate equal to twice the Net Rate Cap.
(3)  Component II of the Class R Certificates will not bear interest.

(iii) As provided  herein,  the REMIC  Administrator  will make an election to treat the segregated  pool of assets
consisting  of the REMIC I Regular  Interests and REMIC II Regular  Interests  and any proceeds  thereof as a REMIC
for federal income tax purposes,  and such segregated  pool of assets will be designated as "REMIC III."  Component
III of the Class R  Certificates  will represent the sole Class of  "residual  interests" in REMIC III for purposes
of  the  REMIC  Provisions  under  federal  income  tax  law.  The  following  table  irrevocably  sets  forth  the
designation,  Uncertificated  Pass-Through Rate (which is also the Pass-Through Rate for the Related  Certificates)
and  initial  Uncertificated  Principal  Balance  for  each  of the  "regular  interests"  in  REMIC III,  and  the
designation and Certificate  Principal Balance of the Class R Certificates  allocable to Component III of the Class
R Certificates.

          Class Designation for       Type of         Initial Uncertificated   Uncertificated Pass-Through
          each REMIC III Interest     Interest          Principal Balance                 Rate
          I-A-1                       Regular              $840,885,000.00                 (1)
          I-A-2                       Regular              $103,813,000.00                 (1)
          II-A-1                      Regular              $122,850,000.00                 (2)
          II-A-2                      Regular              $193,613,000.00                 (3)
          II-A-3                      Regular               $29,247,000.00                 (2)
          II-X-1                      Regular                     Notional                 (4)
          II-X-2                      Regular                     Notional                 (5)
          II-X-3                      Regular                     Notional                 (4)
          I-M-1                       Regular               $31,144,000.00                 (6)
          I-M-2                       Regular               $21,801,000.00                 (6)
          I-B-1                       Regular               $15,053,000.00                 (6)
          I-B-2                       Regular                $5,191,000.00                 (6)
          I-B-3                       Regular                $6,229,000.00                 (6)
          II-B-1                      Regular               $10,498,000.00                 (7)
          II-B-2                      Regular                $6,749,000.00                 (7)
          II-B-3                      Regular                $4,125,000.00                 (7)
          II-B-4                      Regular                $3,749,000.00                 (7)
          II-B-5                      Regular                $2,437,000.00                 (7)
          II-B-6                      Regular                $1,689,544.00                 (7)
          I-XP                        Regular                          N/A                 (8)
          B-IO and B-IO-P             Regular               $14,013,833.38                 (9)
          Component VI of the         Residual                       $0.00                (10)
          Class R Certificates

________________________________

(1)  REMIC III Regular  Interests I-A-1 and I-A-2 will bear interest at a variable  Pass-Through  Rate equal to the
     least of (i) One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the Net Rate Cap.

(2)  On or prior to the  Distribution  Date in May 2013,  REMIC III Regular  Interests  II-A-1 and II-A-3 will each
     bear interest at a variable  Pass-Through  Rate equal to the weighted average of the Net Rates of the Group II
     Mortgage Loans minus 0.362% per annum.  After the Distribution  Date in May 2013, REMIC III Regular  Interests
     II-A-1 and II-A-3 will each bear  interest at a variable  Pass-Through  Rate equal to the weighted  average of
     the Net Rates of the Group II Mortgage Loans.

(3)  On or prior to the  Distribution  Date in May 2013,  REMIC III Regular Interest II-A-2 will bear interest at a
     variable  Pass-Through  Rate equal to the lesser of (i) 6.250% per annum and (ii) the weighted  average of the
     Net  Rates of the Group II  Mortgage  Loans.  After  the  Distribution  Date in May  2013,  REMIC III  Regular
     Interest II-A-2 will each bear interest at a variable  Pass-Through  Rate equal to the weighted average of the
     Net Rates of the Group II Mortgage Loans.

(4)      On or prior to the  Distribution  Date in May 2013,  REMIC III  Regular  Interests  II-X-1 and II-X-3 will
     each bear  interest at a fixed  Pass-Through  Rate equal to 0.362% per annum based on a notional  amount equal
     to the  Uncertificated  Principal Balances of REMIC III Regular Interest II-A-1 and REMIC III Regular Interest
     II-A-3,  respectively.  After the  Distribution  Date in May 2013,  REMIC III  Regular  Interests  II-X-1  and
     II-X-3 will not bear any interest and the Pass-Through Rate will be equal to 0.000% per annum thereon
     .

(5)  On or prior to the  Distribution  Date in May 2013,  REMIC III Regular Interest II-X-2 will bear interest at a
     variable  Pass-Through  Rate equal to the  excess,  if any,  of (i)  weighted  average of the Net Rates of the
     Group II Mortgage  Loans,  over (ii) the  Pass-Through  Rate of REMIC III Regular  Interest  II-A-2 based on a
     notional amount equal to the  Uncertificated  Principal  Balance of REMIC III Regular Interest  II-A-2.  After
     the  Distribution  Date in May 2013,  REMIC III Regular  Interest  II-X-2 will not bear any  interest  and the
     Pass-Through Rate will be equal to 0.000% per annum thereon.

(6)      REMIC III Regular  Interests I-M-1,  I-M-2,  I-B-1,  I-B-2 and I-B-3 will each bear interest at a variable
     rate equal to the least of  (i) One-Month  LIBOR plus the related  Margin,  (ii) 11.50% and (iii) the Net Rate
     Cap.

(7)  REMIC III Regular Interests II-B-1,  II-B-2,  II-B-3,  II-B-4,  II-B-5 and II-B-6 will each bear interest at a
     variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group II Mortgage Loans.

(8)  The Class I-XP  Certificates  will not bear any  interest.  The Class I-XP  Certificates  will be  entitled to
     receive   Prepayment  Charges  collected  with  respect  to  the  Prepayment  Charge  Loans.  The  Class  I-XP
     Certificates  will not  represent  any interest in any REMIC;  they will instead  represent an interest in the
     Trust  constituted  by this  Agreement that is a strip of Prepayment  Charges  associated  with the Prepayment
     Charge Loans.

(9) The Class B-IO  Certificates  will bear interest at a per annum rate equal to the Class B-IO  Pass-Through Rate
     on its Notional  Amount.  Amounts  paid,  or deemed paid,  to the Class B-IO  Certificates  shall be deemed to
     first be paid to REMIC III Regular  Interest B-IO-I in reduction of accrued and unpaid interest  thereon until
     such  accrued and unpaid  interest  shall have been reduced to zero and shall then be deemed paid to REMIC III
     Regular Interest B-IO-P in reduction of the principal balance thereof.

(10)     Component III of the Class R Certificates will not bear interest.



(iv) As provided herein,  the REMIC  Administrator  will make an election to treat the segregated pool
of assets  consisting  of REMIC III Regular  Interests  B-IO-I and B-IO-P and any  proceeds  thereof as a REMIC for
federal income tax purposes,  and such  segregated  pool of assets will be designated as "REMIC IV."  The Class R-X
Certificates  will  represent  the sole  Class of  "residual  interests"  in  REMIC IV  for  purposes  of the REMIC
Provisions   under  federal  income  tax  law.  The  following  table   irrevocably  sets  forth  the  designation,
Uncertificated  Pass-Through Rate and initial  Uncertificated  Principal Balance for the single "regular  interest"
in REMIC IV and the designation and Certificate Principal Balance of the Class R-X Certificates.

          Class Designation for       Type of         Initial Uncertificated   Uncertificated Pass-Through
          each REMIC IV Interest      Interest          Principal Balance                 Rate
          B-IO                        Regular               $14,013,833.38                 (1)
          Class R-X Certificates      Residual                         $0.00               (2)

(1)  The Class B-IO  Certificates  will bear interest at a per annum rate equal to the Class B-IO Pass-Through Rate
     on its Notional  Amount.  The REMIC IV Regular  Interest will not have an  Uncertificated  Pass-Through  Rate,
     but will be entitled to 100% of all amounts  distributed or deemed  distributed on REMIC III Regular Interests
     B-IO-I and B-IO-P.
(2)  The Class R-X Certificates will not bear interest.

(d) Solely  for  purposes  of  Section 1.860G-1(a)(4)(iii) of  the  Treasury  regulations,  the  Distribution  Date
immediately  following the maturity date for the Mortgage Loan with the latest  maturity date in the Trust Fund has
been designated as the "latest possible maturity date" for the REMIC Regular Interests and the Certificates.

(e) With respect to each  Distribution  Date, each Class of  Certificates  shall accrue interest during the related
Interest Accrual Period.  With respect to each  Distribution  Date and each such Class of Certificates  (other than
the  Residual  Certificates  or the Class  B-IO  Certificates),  interest  shall be  calculated,  on the basis of a
360-day  year and the  actual  number of days  elapsed  in the  related  Interest  Accrual  Period,  based upon the
respective  Pass-Through Rate set forth, or determined as provided,  above and the Certificate Principal Balance of
such  Class  applicable  to such  Distribution  Date.  With  respect to each  Distribution  Date and the Class B-IO
Certificates,  interest  shall be  calculated,  on the basis of a 360-day year  consisting of twelve 30-day months,
based upon the  Pass-Through  Rate set forth,  or  determined  as provided,  above and the Notional  Amount of such
Class applicable to such Distribution Date.

(f) The Certificates  shall be  substantially in the forms set forth in Exhibits A-1, A-2, A-3, A-4, A-5-1,  A-5-2,
A-6, A-7, A-8, A-9, A-10 and A-13. On original  issuance,  the  Securities  Administrator  shall sign,  countersign
and shall deliver them at the direction of the Depositor.  Pending the  preparation of definitive  Certificates  of
any  Class,  the  Securities  Administrator  may sign and  countersign  temporary  Certificates  that are  printed,
lithographed or typewritten,  in authorized  denominations  for  Certificates of such Class,  substantially  of the
tenor of the  definitive  Certificates  in lieu of which  they are  issued  and with such  appropriate  insertions,
omissions,   substitutions  and  other  variations  as  the  officers  or  authorized  signatories  executing  such
Certificates may determine,  as evidenced by their execution of such  Certificates.  If temporary  Certificates are
issued,  the Depositor will cause definitive  Certificates to be prepared  without  unreasonable  delay.  After the
preparation  of  definitive  Certificates,   the  temporary  Certificates  shall  be  exchangeable  for  definitive
Certificates upon surrender of the temporary  Certificates at the office of the Securities  Administrator,  without
charge to the Holder.  Upon surrender for  cancellation of any one or more temporary  Certificates,  the Securities
Administrator  shall sign and countersign and deliver in exchange  therefor a like aggregate  principal  amount, in
authorized  denominations for such Class, of definitive  Certificates of the same Class.  Until so exchanged,  such
temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates.

(g) Each  Class of  Book-Entry  Certificates  will be registered as a single  Certificate  of such  Class held by a
nominee of the Depository or the DTC  Custodian,  and  beneficial  interests will be held by investors  through the
book-entry  facilities of the Depository in minimum  denominations  of (i) in the case of the Senior  Certificates,
$25,000 and in each case  increments of $1.00 in excess  thereof,  and (ii) in the case of the Offered  Subordinate
Certificates,  $25,000  and  increments  of $1.00 in  excess  thereof,  except  that one  Certificate  of each such
Class may be issued in a different amount so that the sum of the  denominations of all outstanding  Certificates of
such Class shall  equal the Certificate  Principal  Balance of such Class on the Closing Date. On the Closing Date,
the Securities  Administrator  shall execute and countersign  Physical  Certificates all in an aggregate  principal
amount  that shall  equal the  Certificate  Principal  Balance of such  Class on  the  Closing  Date.  The Group II
Non-offered  Subordinate  Certificates  shall be issued in  certificated  fully-registered  form in minimum  dollar
denominations  of $25,000 and integral  multiples of $1.00 in excess thereof,  except that one Group II Non-offered
Subordinate  Certificate of each Class may be issued in a different amount so that the sum of the  denominations of
all outstanding Private  Certificates of such Class shall equal the Certificate  Principal Balance of such Class on
the Closing Date. The Residual  Certificates  shall each be issued in  certificated  fully-registered  form with no
denomination.  Each Class of  Global  Certificates,  if any,  shall be issued in fully  registered  form in minimum
dollar  denominations of $25,000 and integral multiples of $1.00 in excess thereof,  except that one Certificate of
each  Class may  be in a  different  denomination  so  that  the  sum  of  the  denominations  of  all  outstanding
Certificates  of such  Class shall  equal the Certificate  Principal  Balance of such Class on the Closing Date. On
the Closing Date,  the  Securities  Administrator  shall execute and  countersign  (i) in the case of each Class of
Offered  Certificates,  the Certificate in the entire  Certificate  Principal  Balance of the respective  Class and
(ii) in the case of each Class of  Private  Certificates,  Individual  Certificates  all in an aggregate  principal
amount that shall equal the Certificate  Principal  Balance of each such respective  Class on the Closing Date. The
Certificates  referred  to in  clause  (i) and  if at any time  there  are to be Global  Certificates,  the  Global
Certificates  shall be delivered by the Depositor to the Depository or pursuant to the  Depository's  instructions,
shall be delivered by the  Depositor on behalf of the  Depository  to and  deposited  with the DTC  Custodian.  The
Securities  Administrator  shall sign the  Certificates by facsimile or manual  signature and  countersign  them by
manual  signature on behalf of the Securities  Administrator  by one or more authorized  signatories,  each of whom
shall be Responsible  Officers of the Securities  Administrator or its agent. A Certificate  bearing the manual and
facsimile  signatures of individuals  who were the authorized  signatories of the Securities  Administrator  or its
agent at the time of issuance shall bind the Securities  Administrator,  notwithstanding  that such  individuals or
any of them have ceased to hold such positions prior to the delivery of such Certificate.

(h) No  Certificate  shall be entitled to any benefit  under this  Agreement,  or be valid for any purpose,  unless
there appears on such Certificate the manually  executed  countersignature  of the Securities  Administrator or its
agent, and such  countersignature  upon any Certificate shall be conclusive evidence,  and the only evidence,  that
such  Certificate  has been duly  executed and delivered  hereunder.  All  Certificates  issued on the Closing Date
shall  be  dated  the  Closing  Date.  All  Certificates  issued  thereafter  shall  be  dated  the  date of  their
countersignature.

(i) The  Closing  Date is hereby  designated  as the  "startup"  day of each  2006-5  REMIC  within the  meaning of
Section 860G(a)(9) of the Code.

(j) For federal  income tax  purposes,  each 2006-5  REMIC shall have a tax year that is a calendar  year and shall
report income on an accrual basis.

(k) The  Securities  Administrator  on behalf of the Trustee  shall cause each 2006-5  REMIC to timely  elect to be
treated as a REMIC under  Section 860D  of the Code.  Any  inconsistencies  or  ambiguities in this Agreement or in
the  administration  of any Trust  established  hereby shall be resolved in a manner that preserves the validity of
such elections.

(l) The  following  legend shall be placed on the Residual  Certificates,  whether upon  original  issuance or upon
issuance of any other Certificate of any such Class in exchange therefor or upon transfer thereof:

                  ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS  CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
                  TRANSFEREE   PROVIDES  A  TRANSFER   AFFIDAVIT  TO  THE  MASTER   SERVICER  AND  THE   SECURITIES
                  ADMINISTRATOR  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE  UNITED  STATES,  ANY STATE OR POLITICAL
                  SUBDIVISION  THEREOF,  ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR  INSTRUMENTALITY  OF
                  ANY OF THE  FOREGOING  (OTHER  THAN  AN  INSTRUMENTALITY  WHICH  IS A  CORPORATION  IF ALL OF ITS
                  ACTIVITIES  ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE  MAC, A MAJORITY OF ITS BOARD OF  DIRECTORS
                  IS NOT  SELECTED  BY  SUCH  GOVERNMENTAL  UNIT),  (B) A  FOREIGN  GOVERNMENT,  ANY  INTERNATIONAL
                  ORGANIZATION,  OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION
                  (OTHER THAN CERTAIN FARMERS'  COOPERATIVES  DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT
                  FROM THE TAX  IMPOSED BY CHAPTER 1 OF THE CODE  UNLESS  SUCH  ORGANIZATION  IS SUBJECT TO THE TAX
                  IMPOSED BY  SECTION 511  OF THE CODE  (INCLUDING  THE TAX IMPOSED BY  SECTION 511  OF THE CODE ON
                  UNRELATED BUSINESS TAXABLE INCOME),  (D) RURAL ELECTRIC AND TELEPHONE  COOPERATIVES  DESCRIBED IN
                  SECTION 1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING LARGE  PARTNERSHIP  UNDER  SECTION 775(a) OF
                  THE CODE (ANY SUCH PERSON  DESCRIBED IN THE  FOREGOING  CLAUSES (A),  (B),  (C), (D) OR (E) BEING
                  HEREIN  REFERRED  TO  AS A  "DISQUALIFIED  ORGANIZATION"),  OR  (F) AN  AGENT  OF A  DISQUALIFIED
                  ORGANIZATION,  (2) NO  PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE  ASSESSMENT OR COLLECTION OF TAX
                  AND  (3) SUCH  TRANSFEREE  SATISFIES  CERTAIN  ADDITIONAL  CONDITIONS  RELATING TO THE  FINANCIAL
                  CONDITION  OF THE  PROPOSED  TRANSFEREE.  NOTWITHSTANDING  THE  REGISTRATION  IN THE  CERTIFICATE
                  REGISTER  OR ANY  TRANSFER,  SALE OR OTHER  DISPOSITION  OF THIS  CERTIFICATE  TO A  DISQUALIFIED
                  ORGANIZATION OR AN AGENT OF A DISQUALIFIED  ORGANIZATION,  SUCH  REGISTRATION  SHALL BE DEEMED TO
                  BE OF NO  LEGAL  FORCE  OR  EFFECT  WHATSOEVER  AND  SUCH  PERSON  SHALL  NOT BE  DEEMED  TO BE A
                  CERTIFICATEHOLDER  FOR ANY  PURPOSE  HEREUNDER,  INCLUDING,  BUT NOT  LIMITED  TO, THE RECEIPT OF
                  DISTRIBUTIONS  ON THIS  CERTIFICATE.  EACH  HOLDER  OF THIS  CERTIFICATE  BY  ACCEPTANCE  OF THIS
                  CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

Section 5.02. Registration  of Transfer  and  Exchange of  Certificates.  (a) The  Securities  Administrator  shall
maintain at its Corporate Trust Office a Certificate Register in which,  subject to such reasonable  regulations as
it may  prescribe,  the  Securities  Administrator  shall  provide  for the  registration  of  Certificates  and of
transfers and exchanges of Certificates as herein provided.

(b) Subject to  Section 5.01(a)  and,  in the case of any  Global  Certificate  or  Physical  Certificate  upon the
satisfaction of the conditions set forth below,  upon surrender for  registration of transfer of any Certificate at
any office or agency of the  Securities  Administrator  maintained for such purpose,  the Securities  Administrator
shall  sign,  countersign  and shall  deliver,  in the name of the  designated  transferee  or  transferees,  a new
Certificate of a like Class and aggregate Fractional Undivided Interest, but bearing a different number.

(c) By acceptance of a Private Certificate or a Residual Certificate,  whether upon original issuance or subsequent
transfer,  each holder of such  Certificate  acknowledges  the restrictions on the transfer of such Certificate set
forth in the  Securities  Legend and agrees that it will transfer such a Certificate  only as provided  herein.  In
addition  to the  provisions  of  Section 5.02(h),  the  following  restrictions  shall  apply with  respect to the
transfer and  registration  of transfer of an Private  Certificate or a Residual  Certificate to a transferee  that
takes delivery in the form of an Individual Certificate:

(i) The  Securities  Administrator  shall  register  the transfer of an  Individual  Certificate  if the  requested
transfer is being made to a transferee who has provided the Securities  Administrator  with a Rule 144A Certificate
or comparable evidence as to its QIB status.

(ii) The Securities  Administrator shall register the transfer of any Individual  Certificate if (x) the transferor
has advised the Securities  Administrator in writing that the Certificate is being  transferred to an Institutional
Accredited  Investor along with facts  surrounding  the transfer as set forth in Exhibit F-3 hereto;  and (y) prior
to the transfer the transferee  furnishes to the Securities  Administrator an Investment Letter (and the Securities
Administrator  shall be fully protected in so doing),  provided that, if based upon an Opinion of Counsel addressed
to the  Securities  Administrator  to the  effect  that the  delivery  of (x) and (y) above are not  sufficient  to
confirm that the proposed  transfer is being made pursuant to an exemption  from,  or in a transaction  not subject
to, the registration  requirements of the Securities Act and other  applicable  laws, the Securities  Administrator
shall as a condition  of the  registration  of any such  transfer  require  the  transferor  to furnish  such other
certifications,  legal  opinions  or  other  information  prior  to  registering  the  transfer  of  an  Individual
Certificate as shall be set forth in such Opinion of Counsel.

(d) So long as a Global  Certificate of such Class is  outstanding  and is held by or on behalf of the  Depository,
transfers of beneficial  interests in such Global Certificate,  or transfers by holders of Individual  Certificates
of such Class to  transferees  that take delivery in the form of  beneficial  interests in the Global  Certificate,
may be made only in accordance with Section 5.02(h), the rules of the Depository and the following:

(i) In the  case  of a  beneficial  interest  in the  Global  Certificate  being  transferred  to an  Institutional
Accredited  Investor,  such transferee shall be required to take delivery in the form of an Individual  Certificate
or  Certificates  and the  Securities  Administrator  shall  register such transfer only upon  compliance  with the
provisions of Section 5.02(c)(ii).

(ii) In the case of a beneficial  interest in a Class of Global Certificates being transferred to a transferee that
takes  delivery in the form of an Individual  Certificate  or  Certificates  of such Class,  except as set forth in
clause  (i) above,  the  Securities  Administrator  shall  register  such transfer  only upon  compliance  with the
provisions of Section 5.02(c)(i).

(iii) In the case of an Individual Certificate of a Class being  transferred to a transferee that takes delivery in
the form of a  beneficial  interest in a Global  Certificate  of such Class,  the  Securities  Administrator  shall
register such transfer if the  transferee has provided the Securities  Administrator  with a Rule 144A  Certificate
or comparable evidence as to its QIB status.

(iv) No restrictions shall apply with respect to the transfer or registration of transfer of a beneficial  interest
in the Global  Certificate of a Class to a transferee  that takes delivery in the form of a beneficial  interest in
the  Global  Certificate  of such  Class;  provided  that  each such  transferee  shall be deemed to have made such
representations  and warranties  contained in the Rule 144A Certificate as are sufficient to establish that it is a
QIB.

(e) Subject to  Section 5.02(h),  an exchange of a beneficial  interest in a Global  Certificate  of a Class for an
Individual  Certificate or Certificates of such Class, an exchange of an Individual  Certificate or Certificates of
a  Class for  a  beneficial  interest in the Global  Certificate  of such Class and an  exchange  of an  Individual
Certificate or Certificates of a Class for  another  Individual  Certificate or Certificates of such Class (in each
case, whether or not such exchange is made in anticipation of subsequent  transfer,  and, in the case of the Global
Certificate  of such  Class,  so long  as  such  Certificate  is  outstanding  and is held by or on  behalf  of the
Depository) may be made only in accordance with Section 5.02(h), the rules of the Depository and the following:

(i) A holder of a beneficial  interest in a Global  Certificate of a Class may at any time exchange such beneficial
interest for an Individual Certificate or Certificates of such Class.

(ii) A  holder  of  an  Individual  Certificate  or  Certificates  of a  Class may  exchange  such  Certificate  or
Certificates  for a beneficial  interest in the Global  Certificate  of such Class if such holder  furnishes to the
Securities Administrator a Rule 144A Certificate or comparable evidence as to its QIB status.

(iii) A holder of an  Individual  Certificate  of a Class may  exchange  such  Certificate  for an equal  aggregate
principal  amount of  Individual  Certificates  of such Class in  different  authorized  denominations  without any
certification.

(f) (i)           Upon  acceptance  for  exchange  or  transfer  of an  Individual  Certificate  of a  Class for  a
beneficial  interest in a Global Certificate of such Class as provided herein, the Securities  Administrator  shall
cancel such Individual  Certificate and shall (or shall request the Depository to) endorse on the schedule  affixed
to the applicable Global  Certificate (or on a continuation of such schedule affixed to the Global  Certificate and
made a part thereof) or otherwise  make in its books and records an  appropriate  notation  evidencing  the date of
such  exchange  or  transfer  and an increase in the  certificate  balance of the Global  Certificate  equal to the
certificate balance of such Individual Certificate exchanged or transferred therefor.
(ii) Upon  acceptance for exchange or transfer of a beneficial  interest in a Global  Certificate of a Class for an
Individual  Certificate of such Class as provided herein, the Securities  Administrator shall (or shall request the
Depository to) endorse on the schedule  affixed to such Global  Certificate  (or on a continuation of such schedule
affixed  to such  Global  Certificate  and made a part  thereof)  or  otherwise  make in its books and  records  an
appropriate  notation  evidencing the date of such exchange or transfer and a decrease in the  certificate  balance
of such Global  Certificate  equal to the  certificate  balance of such Individual  Certificate  issued in exchange
therefor or upon transfer thereof.

(g) The Securities Legend shall be placed on any Individual  Certificate issued in exchange for or upon transfer of
another Individual Certificate or of a beneficial interest in a Global Certificate.

(h) Subject  to the  restrictions  on  transfer  and  exchange  set forth in this  Section 5.02,  the holder of any
Individual  Certificate  may transfer or exchange the same in whole or in part (in an initial  certificate  balance
equal to the minimum  authorized  denomination set forth in  Section 5.01(g)  or any integral  multiple of $1.00 in
excess thereof) by  surrendering  such  Certificate at the Corporate Trust Office of the Securities  Administrator,
or at the  office  of any  transfer  agent,  together  with an  executed  instrument  of  assignment  and  transfer
satisfactory  in form and substance to the Securities  Administrator  in the case of transfer and a written request
for exchange in the case of exchange.  The holder of a beneficial  interest in a Global  Certificate  may,  subject
to the rules and  procedures of the  Depository,  cause the  Depository  (or its nominee) to notify the  Securities
Administrator  in writing of a request  for  transfer or exchange of such  beneficial  interest  for an  Individual
Certificate  or  Certificates.  Following a proper request for transfer or exchange,  the Securities  Administrator
shall,  within  five  Business  Days  of  such  request  made  at the  Corporate  Trust  Office  of the  Securities
Administrator,  sign,  countersign  and deliver at the Corporate Trust Office of the Securities  Administrator,  to
the  transferee  (in the case of  transfer)  or holder (in the case of exchange) or send by first class mail at the
risk of the  transferee  (in the case of  transfer)  or holder  (in the case of  exchange)  to such  address as the
transferee or holder,  as  applicable,  may request,  an Individual  Certificate or  Certificates,  as the case may
require, for a like aggregate  Fractional  Undivided Interest and in such authorized  denomination or denominations
as may be requested.  The  presentation for transfer or exchange of any Individual  Certificate  shall not be valid
unless made at the Corporate Trust Office of the Securities  Administrator by the registered  holder in person,  or
by a duly authorized attorney-in-fact.

(i) At the option of the  Certificateholders,  Certificates  may be exchanged for other  Certificates of authorized
denominations of a like Class and aggregate  Fractional  Undivided Interest,  upon surrender of the Certificates to
be  exchanged  at  the  Corporate  Trust  Office  of the  Securities  Administrator;  provided,  however,  that  no
Certificate may be exchanged for new Certificates  unless the original  Fractional  Undivided Interest  represented
by each such new Certificate  (i) is at least equal to the minimum  authorized  denomination or (ii) is  acceptable
to the  Depositor  as indicated to the  Securities  Administrator  in writing.  Whenever  any  Certificates  are so
surrendered  for  exchange,   the  Securities   Administrator   shall  sign  and  countersign  and  the  Securities
Administrator  shall  deliver  the  Certificates  which the  Certificateholder  making the  exchange is entitled to
receive.

(j) If the  Securities  Administrator  so requires,  every  Certificate  presented or  surrendered  for transfer or
exchange  shall be duly  endorsed by, or be  accompanied  by a written  instrument  of  transfer,  with a signature
guarantee,  in form  satisfactory  to the Securities  Administrator,  duly executed by the holder thereof or his or
her attorney duly authorized in writing.

(k) No service charge shall be made for any transfer or exchange of Certificates,  but the Securities Administrator
may require payment of a sum sufficient to cover any tax or  governmental  charge that may be imposed in connection
with any transfer or exchange of Certificates.

(l) The  Securities  Administrator  shall cancel all  Certificates  surrendered  for transfer or exchange but shall
retain such  Certificates in accordance with its standard  retention policy or for such further time as is required
by the record retention requirements of the Exchange Act, and thereafter may destroy such Certificates.

Section 5.03. Mutilated,  Destroyed,  Lost  or  Stolen  Certificates.  (a)  If  (i) any  mutilated  Certificate  is
surrendered  to  the  Securities   Administrator,   or  the  Securities  Administrator  receives  evidence  to  its
satisfaction of the destruction,  loss or theft of any  Certificate,  and (ii) there is delivered to the Securities
Administrator  such  security  or  indemnity  as it may  require  to save it  harmless,  and  (iii) the  Securities
Administrator  has not received notice that such  Certificate  has been acquired by a third Person,  the Securities
Administrator  shall sign,  countersign and deliver,  in exchange for or in lieu of any such mutilated,  destroyed,
lost or stolen  Certificate,  a new  Certificate of like tenor and Fractional  Undivided  Interest but in each case
bearing a different number.  The mutilated,  destroyed,  lost or stolen  Certificate shall thereupon be canceled of
record by the Securities Administrator and shall be of no further effect and evidence no rights.

(b) Upon the issuance of any new Certificate under this Section 5.03,  the Securities Administrator may require the
payment of a sum sufficient to cover any tax or other  governmental  charge that may be imposed in relation thereto
and any other  expenses  (including  the fees and expenses of the Securities  Administrator)  connected  therewith.
Any  duplicate  Certificate  issued  pursuant to this  Section 5.03  shall  constitute  complete  and  indefeasible
evidence of ownership in the Trust Fund,  as if  originally  issued,  whether or not the lost,  stolen or destroyed
Certificate shall be found at any time.

Section 5.04. Persons Deemed Owners.  Prior to due presentation of a Certificate for registration of transfer,  the
Depositor,  the Securities  Administrator and any agent of the Depositor or the Securities  Administrator may treat
the  Person in whose  name any  Certificate  is  registered  as the owner of such  Certificate  for the  purpose of
receiving  distributions  pursuant to Section 6.01  and for all other purposes  whatsoever.  Neither the Depositor,
the Securities  Administrator nor any agent of the Depositor or the Securities  Administrator  shall be affected by
notice to the  contrary.  No  Certificate  shall be deemed duly  presented  for a transfer  effective on any Record
Date  unless the  Certificate  to be  transferred  is  presented  no later than the close of  business on the third
Business Day preceding such Record Date.

Section 5.05. Transfer  Restrictions on Residual  Certificates.  (a) Residual  Certificates,  or interests therein,
may not be transferred  without the prior express written consent of the Tax Matters Person and the Sponsor,  which
cannot be unreasonably  withheld.  As a prerequisite to such consent,  the proposed transferee must provide the Tax
Matters Person, the Sponsor and the Securities  Administrator  with an affidavit that the proposed  transferee is a
Permitted  Transferee  (and an affidavit  that it is a U.S.  Person,  unless,  in the case of a Class R Certificate
only,  the Tax Matters  Person and the  Sponsor  consent to the  transfer to a person who is not a U.S.  Person) as
provided in Section 5.05(b).

(b) No transfer,  sale or other disposition of a Residual Certificate (including a beneficial interest therein) may
be made  unless,  prior  to the  transfer,  sale or other  disposition  of a  Residual  Certificate,  the  proposed
transferee  (including  the  initial  purchasers  thereof)  delivers  to the Tax  Matters  Person,  the  Securities
Administrator  and the  Depositor an  affidavit  in the form  attached  hereto as  Exhibit E  stating,  among other
things,  that as of the date of such transfer  (i) such  transferee is a Permitted  Transferee  and that  (ii) such
transferee  is not  acquiring  such  Residual  Certificate  for the  account of any  person who is not a  Permitted
Transferee.  The Tax Matters  Person  shall not consent to a transfer  of a Residual  Certificate  if it has actual
knowledge  that any  statement  made in the  affidavit  issued  pursuant  to the  preceding  sentence  is not true.
Notwithstanding  any  transfer,  sale or other  disposition  of a Residual  Certificate  to any Person who is not a
Permitted  Transferee,  such transfer,  sale or other disposition shall be deemed to be of no legal force or effect
whatsoever  and such  Person  shall  not be  deemed  to be a  Holder  of a  Residual  Certificate  for any  purpose
hereunder,  including,  but not limited to, the receipt of distributions  thereon.  If any purported transfer shall
be in violation of the provisions of this  Section 5.05(b),  then the prior Holder  thereof  shall,  upon discovery
that the transfer of such Residual  Certificate was not in fact permitted by this  Section 5.05(b),  be restored to
all  rights  as a  Holder  thereof  retroactive  to the  date of the  purported  transfer.  None of the  Securities
Administrator,  the Tax  Matters  Person  or the  Depositor  shall be under any  liability  to any  Person  for any
registration  or transfer of a Residual  Certificate  that is not permitted by this  Section 5.05(b)  or for making
payments due on such Residual  Certificate to the purported  Holder thereof or taking any other action with respect
to such  purported  Holder under the  provisions  of this  Agreement so long as the written  affidavit  referred to
above was received with respect to such transfer,  and the Tax Matters  Person,  the Securities  Administrator  and
the Depositor,  as applicable,  had no knowledge that it was untrue.  The prior Holder shall be entitled to recover
from any  purported  Holder of a  Residual  Certificate  that was in fact not a  permitted  transferee  under  this
Section 5.05(b)  at the time it became a Holder all payments  made on such Residual  Certificate.  Each Holder of a
Residual Certificate,  by acceptance thereof,  shall be deemed for all purposes to have consented to the provisions
of this  Section 5.05(b)  and to any  amendment  of this  Agreement  deemed  necessary  (whether as a result of new
legislation  or  otherwise)  by counsel of the Tax Matters  Person or the  Depositor  to ensure  that the  Residual
Certificates  are not  transferred  to any Person who is not a Permitted  Transferee  and that any transfer of such
Residual  Certificates  will not cause the  imposition of a tax upon the Trust or cause any 2006-5 REMIC to fail to
qualify as a REMIC.

(c) The Class R-X Certificates  (including a beneficial  interest therein) and, unless the Tax Matters Person shall
have consented in writing (which consent may be withheld in the Tax Matters  Person's sole  discretion),  the Class
R  Certificates  (including a beneficial  interest  therein),  may not be purchased by or transferred to any person
who is not a United States Person.

(d) By accepting a Residual  Certificate,  the  purchaser  thereof  agrees to be a Tax Matters  Person if it is the
Holder of the largest  percentage  interest of such Certificate,  and appoints the Securities  Administrator to act
on its behalf with respect to all matters concerning the tax obligations of the Trust.

Section 5.06. Restrictions on  Transferability of Certificates.  (a) No offer, sale,  transfer or other disposition
(including  pledge) of any Certificate  shall be made by any Holder thereof unless  registered under the Securities
Act, or an exemption from the  registration  requirements of the Securities Act and any applicable state securities
or "Blue Sky" laws is available.  Except with respect to (i) the  initial  transfer of the Class I-XP  Certificates
or Class R-X Certificate on the Closing Date,  (ii) the  transfer of any Class of Certificates  including the Class
R-X Certificate to the NIM Issuer or the NIM Trustee,  or (iii) a transfer of the Class I-XP  Certificates or Class
R-X  Certificate to the Depositor or any Affiliate of the Depositor,  in the event that a transfer of a Certificate
which  is a  Physical  Certificate  is to be made in  reliance  upon  an  exemption  from  the  Securities  Act and
applicable  state  securities  laws, in order to assure  compliance  with the Securities Act and such laws, and the
prospective  transferee  (other than the  Depositor)  of such  Certificate  signs and  delivers  to the  Securities
Administrator an Investment  Letter,  if the transferee is an Institutional  Accredited  Investor,  in the form set
forth as  Exhibit F-l  hereto,  or a Rule 144A  Certificate,  if the  transferee is a QIB, in the form set forth as
Exhibit F-2  hereto.  Notwithstanding the provisions of the immediately  preceding sentence,  no restrictions shall
apply with respect to the transfer or  registration of transfer of a beneficial  interest in any  Certificate  that
is a Global  Certificate  of a Class to a transferee  that takes  delivery in the form of a beneficial  interest in
the  Global  Certificate  of such  Class provided  that  each  such  transferee  shall be  deemed to have made such
representations  and warranties  contained in the Rule 144A Certificate as are sufficient to establish that it is a
QIB.  In the case of a proposed  transfer of any  Certificate  to a  transferee  other than a QIB,  the  Securities
Administrator  may require an Opinion of Counsel  addressed to the Securities  Administrator  that such transaction
is exempt from the  registration  requirements  of the  Securities  Act. The cost of such  opinion  shall not be an
expense of the Securities Administrator or the Trust Fund.

(b) The Private Certificates shall each bear a Securities Legend.

Section 5.07. ERISA  Restrictions.  (a) Subject to the provisions of  subsection (b),  no Residual  Certificates or
Private  Certificates  may be acquired  directly or  indirectly  by, or on behalf of, an employee  benefit  plan or
other retirement  arrangement  that is subject to Title I of ERISA or Section 4975 of the Code (a "Plan"),  or by a
person using "plan assets" of a Plan, unless the proposed  transferee provides the Securities  Administrator,  with
an Opinion of Counsel  addressed  to the Master  Servicer  and the  Securities  Administrator  (upon which they may
rely) that is  satisfactory  to the  Securities  Administrator,  which  opinion  will not be at the  expense of the
Master  Servicer or the Securities  Administrator,  that the purchase of such  Certificates by or on behalf of such
Plan is  permissible  under  applicable  law, will not constitute or result in a nonexempt  prohibited  transaction
under ERISA or Section 4975  of the Code and will not subject the Depositor,  the Master Servicer or the Securities
Administrator to any obligation in addition to those undertaken in the Agreement.

(b) Unless such Person has provided an Opinion of Counsel in accordance with Section 5.07(a),  any Person acquiring
an interest in a Global Certificate which is a Private  Certificate,  by acquisition of such Certificate,  shall be
deemed to have  represented  to the  Securities  Administrator,  and any Person  acquiring an interest in a Private
Certificate  in  definitive  form  shall  represent  in  writing to the  Securities  Administrator,  that it is not
acquiring an interest in such  Certificate  directly or  indirectly  by, or on behalf of, or with "plan assets" of,
an employee benefit plan or other retirement  arrangement which is subject to Title I of ERISA and/or  Section 4975
of the Code.

(c) Each beneficial owner of a Class I-M-1, Class I-M-2,  Class I-B-1,  Class I-B-2, Class II-B-1,  Class II-B-2 or
Class  II-B-3  Certificate  or any  interest  therein  shall  be  deemed  to have  represented,  by  virtue  of its
acquisition  or holding of that  certificate  or interest  therein,  that either  (i) such  Certificate is rated at
least "BBB-" or its  equivalent by Fitch,  S&P or Moody's,  (ii) such  beneficial  owner is not a Plan or investing
with "plan assets" of any Plan, or  (iii) (1) it is an insurance  company,  (2) the source of funds used to acquire
or hold the certificate or interest therein is an "insurance  company general  account," as such term is defined in
Prohibited  Transaction Class Exemption  ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60
have been satisfied.

(d) Neither the Master Servicer nor the Securities Administrator will be required to monitor,  determine or inquire
as to  compliance  with the  transfer  restrictions  with  respect to the Global  Certificates.  Any  attempted  or
purported  transfer of any  Certificate  in violation of the  provisions of Sections (a), (b) or (c) above shall be
void ab initio and such  Certificate  shall be considered  to have been held  continuously  by the prior  permitted
Certificateholder.  Any transferor of any  Certificate in violation of such  provisions,  shall  indemnify and hold
harmless the Securities  Administrator  and the Master Servicer from and against any and all  liabilities,  claims,
costs or expenses  incurred by the Securities  Administrator  or the Master  Servicer as a result of such attempted
or  purported  transfer.  The  Securities  Administrator  shall have no  liability  for transfer of any such Global
Certificates in or through book-entry  facilities of any Depository or between or among Depository  Participants or
Certificate Owners made in violation of the transfer restrictions set forth herein.

Section 5.08. Rule 144A  Information.  For so long as any Private  Certificates  are  outstanding,  (1) the Sponsor
will  provide or cause to be provided to any holder of such  Private  Certificates  and any  prospective  purchaser
thereof  designated by such a holder,  upon the request of such holder or prospective  purchaser,  the  information
required to be provided to such holder or prospective  purchaser by Rule  144A(d)(4)  under the Securities Act; and
(2) the  Sponsor  shall  update  such  information  from time to time in order to  prevent  such  information  from
becoming  false and  misleading  and will take such other  actions as are  necessary to ensure that the safe harbor
exemption  from the  registration  requirements  of the Securities Act under Rule 144A is and will be available for
resales of such Private Certificates conducted in accordance with Rule 144A.

                                                   ARTICLE VI
                                          Payments to Certificateholders

Section 6.01. Distributions  on the Group I  Certificates.  (a) On each  Distribution  Date,  with  respect to Loan
Group I, an amount equal to the Interest Funds and Principal  Funds for such  Distribution  Date shall be withdrawn
by the Securities  Administrator  from the  Distribution  Account in respect of Loan Group I to the extent of funds
on deposit therein and distributed in the following order of priority:

         First, Interest Funds will be distributed, in the following manner and order of priority:

         1. From Interest Funds, to the Class I-A-1  Certificates  and Class I-A-2  Certificates,  the Current  Interest and
         then any Interest  Carry  Forward  Amount for each such Class,  on a pro rata basis,  based on the Current
         Interest and Interest Carry Forward Amount due each such Class;

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

         3. Any  Excess  Spread,  to the  extent  necessary  to  cause  the  Overcollateralization  Amount  to  equal to the
         Overcollateralization  Target  Amount,  will  be the  Extra  Principal  Distribution  Amount  and  will be
         included as part of the Principal  Distribution  Amount and  distributed in accordance with second (A) and
         (B) below; and

         4. Any Remaining Excess Spread will be applied, together with the  Overcollateralization  Release Amount, as Excess
         Cashflow pursuant to clauses Third through Thirteenth below.

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

         Second,  to pay as principal  on the  Certificates  entitled to payments of  principal,  in the  following
order of priority:

         (B) For each Distribution  Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect,  from
         Principal Funds and the Extra Principal Distribution Amount for such Distribution Date:

         1. To the Class I-A-1  Certificates  and Class I-A-2  Certificates,  on a pro rata basis in  accordance  with their
         respective  Certificate  Principal  Balances,  an amount equal to the Principal  Distribution Amount until
         the Certificate Principal Balance of each such Class is reduced to zero;

         2. To the Class I-M-1  Certificates,  any remaining Principal  Distribution Amount until the Certificate  Principal
         Balance thereof is reduced to zero;

         3. To the Class I-M-2  Certificates,  any remaining Principal  Distribution Amount until the Certificate  Principal
         Balance thereof is reduced to zero;

         4. To the Class I-B-1  Certificates,  any remaining Principal  Distribution Amount until the Certificate  Principal
         Balance thereof is reduced to zero;

5. To the Class I-B-2  Certificates,  any remaining Principal  Distribution Amount until the Certificate  Principal
         Balance thereof is reduced to zero; and

         6. To the Class I-B-3  Certificates,  any remaining Principal  Distribution Amount until the Certificate  Principal
         Balance thereof is reduced to zero.

         (C) For each  Distribution  Date on or after the Stepdown  Date, so long as a Trigger Event is not in effect,  from
         Principal Funds and the Extra Principal Distribution Amount for such Distribution Date:

         1. To the Class I-A-1 Certificates and Class I-A-2 Certificates,  from the Principal Distribution Amount, an amount
         equal to the Class I-A  Principal  Distribution  Amount  will be  distributed  pro rata  between the Class
         I-A-1  Certificates  and the Class I-A-2  Certificates  in accordance  with their  respective  Certificate
         Principal Balances, until the Certificate Principal Balance of each such Class is reduced to zero;

         2. To the Class I-M-1  Certificates,  from any remaining Principal  Distribution  Amount, the Class I-M-1 Principal
         Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

         3. To the Class I-M-2  Certificates,  from any remaining Principal  Distribution  Amount, the Class I-M-2 Principal
         Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

         4. To the Class I-B-1  Certificates,  from any remaining Principal  Distribution  Amount, the Class I-B-1 Principal
         Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

         5. To the Class I-B-2  Certificates,  from any remaining Principal  Distribution  Amount, the Class I-B-2 Principal
         Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and

         6. To the Class I-B-3  Certificates,  from any remaining Principal  Distribution  Amount, the Class I-B-3 Principal
         Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero.

         Third,  from  any  remaining  Excess  Cashflow,   the  following  amounts  to  each  Class  of  Class  I-A
Certificates,  on a pro rata basis in  accordance  with the  respective  amounts  owed to each such Class:  (a) any
Interest  Carry  Forward  Amount to the extent not paid  pursuant to clause First 1 above and then  (b) any  Unpaid
Realized Loss Amount, in each case for each such Class for such Distribution Date;

         Fourth,  from any  remaining  Excess  Cashflow,  the  following  amounts to the Class I-M-1  Certificates:
(a) any  Interest Carry Forward Amount and then (b) any  Unpaid  Realized Loss Amount,  in each case for such Class
for such Distribution Date;

         Fifth,  from any  remaining  Excess  Cashflow,  the  following  amounts to the Class  I-M-2  Certificates:
(a) any  Interest Carry Forward Amount and then (b) any  Unpaid  Realized Loss Amount,  in each case for such Class
for such Distribution Date;

         Sixth,  from any  remaining  Excess  Cashflow,  the  following  amounts to the Class  I-B-1  Certificates:
(a) any  Interest Carry Forward Amount and then (b) any  Unpaid  Realized Loss Amount,  in each case for such Class
for such Distribution Date;

         Seventh,  from any  remaining  Excess  Cashflow,  the following  amounts to the Class I-B-2  Certificates:
(a) any  Interest Carry Forward Amount and then (b) any  Unpaid  Realized Loss Amount,  in each case for such Class
for such Distribution Date;

         Eighth,  from any  remaining  Excess  Cashflow,  the  following  amounts to the Class I-B-3  Certificates:
(a) any  Interest Carry Forward Amount and then (b) any  Unpaid  Realized Loss Amount,  in each case for such Class
for such Distribution Date;

         Ninth,  from any  remaining  Excess  Cashflow,  to each  Class of Class I-A  Certificates,  any Basis Risk
Shortfall  Carryforward  Amount (remaining unpaid after payments are made under the related Cap Contracts) for each
such Class for such  Distribution  Date, pro rata, based on the Basis Risk Shortfall and Basis Risk Shortfall Carry
Forward Amount owed to each such Class;

         Tenth, from any remaining Excess Cashflow,  to the Class I-M-1,  Class I-M-2, Class I-B-1, Class I-B-2 and
Class I-B-3  Certificates,  in that order, any Basis Risk Shortfall  Carryforward  Amount  (remaining  unpaid after
payments are made under the related Cap Contracts), in each case for such Class for such Distribution Date;

         Eleventh,  from  any  remaining  Excess  Cashflow,  to  the  Class  B-IO  Certificates,   the  Class  B-IO
Distribution Amount for such Distribution Date;

         Twelfth, from any remaining Excess Cashflow,  to the Class B-IO Certificates,  any unreimbursed Class B-IO
Advances; and

         Thirteenth, any remaining amounts to the Class R Certificates.

         All payments of amounts in respect of Basis Risk Shortfalls or Basis Risk Shortfall  Carryforward  Amounts
made pursuant to the provisions of this  paragraph  (a) shall,  for federal income tax purposes,  be deemed to have
been distributed from REMIC IV to the holders of the Class B-IO  Certificates,  and then paid outside of any 2006-5
REMIC to the recipients  thereof  pursuant to an interest rate cap contract.  By accepting their  Certificates  the
holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns.

(b) On each  Distribution  Date, the related Cap Contract Payment Amount with respect to such Payment Date shall be
distributed in the following order of priority, in each case to the extent of amounts available:

(i) first, to the holders of the related Class or Classes of Certificates,  the payment of any Basis Risk Shortfall
Carry Forward Amount for such Distribution Date;

(ii) second, from any remaining amounts,  the payment of an amount equal to any Current Interest and Interest Carry
Forward  Amount for the related  Class or Classes of  Certificates  to the extent not covered by Interest  Funds or
Excess Cashflow on such Distribution Date;

(iii) third, from any remaining  amounts,  available from the Cap Contracts relating to the Class I-A Certificates,
to the Class I-M-1,  Class I-M-2,  Class I-B-1,  Class I-B-2 and Class I-B-3  Certificates,  in that order,  to the
extent not paid pursuant to clauses (i) or (ii) above; and

(iv) fourth, to the Class B-IO Certificates, any remaining amount.

         On each  Distribution  Date,  amounts on deposit in the  Reserve  Fund held for the benefit of the Group I
Offered  Certificates and the Class I-B-3  Certificates will be allocated first to the Class I-A Certificates,  pro
rata,  based on the  current  Realized  Losses and any  Unpaid  Realized  Loss  Amount for each such Class for such
Distribution  Date,  and  then to the  Class  I-M-1,  Class  I-M-2,  Class  I-B-1,  Class  I-B-2  and  Class  I-B-3
Certificates,  in that order,  to pay any current  Realized  Losses and any Unpaid  Realized  Loss Amount,  in each
case,  for such  Class  and for such  Distribution  Date to the  extent  not  covered  by Excess  Cashflow  on such
Distribution Date.

         All Cap  Contract  Payment  Amounts  made with respect to Current  Interest  and  Interest  Carry  Forward
Amounts will be treated,  for federal income tax purposes,  as reimburseable  advances ("Class B-IO Advances") made
from the holder of the Class B-IO  Certificates.  Such Class B-IO  Advances  will be paid back to the holder of the
Class B-IO Certificate pursuant to Section 6.01(a).

(c) On each Distribution Date, all amounts  transferred from the Class XP Reserve Account  representing  Prepayment
Charges in respect of the Prepayment  Charge Loans with respect to the Group I Mortgage  Loans received  during the
related  Prepayment  Period will be withdrawn  from the  Distribution  Account and  distributed  by the  Securities
Administrator  to the Holders of the Class I-XP  Certificates  and shall not be available for  distribution  to the
Holders of any other Class of Certificates.

(d) The  expenses  and fees of the  Trust  shall be paid by each of the  2006-5  REMICs,  to the  extent  that such
expenses  relate to the assets of each of such  respective  2006-5  REMICs,  and all other expenses and fees of the
Trust shall be paid pro rata by each of the 2006-5 REMICs.

Section 6.02. Distributions on the Group II  Certificates.  (a) Interest and principal (as applicable) on the Group
II Certificates will be distributed by the Securities  Administrator  monthly on each Distribution Date, commencing
in August 2006,  in an amount equal to the  Available  Funds on deposit in the  Distribution  Account in respect of
Loan Group II for such  Distribution  Date.  On each  Distribution  Date,  the  Available  Funds in respect of Loan
Group II on deposit in the Distribution Account shall be distributed as follows:

(A) on each  Distribution  Date,  the Available  Funds for Loan Group II will be  distributed  to the Class II-A-1,
         Class II-A-2, Class II-A-3, Class II-X-1, Class II-X-2 and Class II-X-3 Certificates as follows:

                  first,  to the Class II-A-1,  Class II-A-2,  Class II-A-3,  Class II-X-1,  Class II-X-2 and Class
                  II-X-3  Certificates,  the Accrued  Certificate  Interest on such  Classes for such  Distribution
                  Date, pro rata, based on the Accrued Certificate Interest owed to each such Class;

                  second, to the Class II-A-1,  Class II-A-2,  Class II-A-3,  Class II-X-1,  Class II-X-2 and Class
                  II-X-3  Certificates,  any Accrued  Certificate  Interest thereon  remaining  undistributed  from
                  previous  Distribution Dates, pro rata, based on the undistributed  Accrued Certificate  Interest
                  owed to each such Class, to the extent of remaining Available Funds for Loan Group II; and

                  third,  to the Class  II-A-1,  Class  II-A-2 and Class II-A-3  Certificates,  in reduction of the
                  Certificate   Principal  Balance  of  each  such  Class,  pro  rata,  based  on  each  respective
                  Certificate  Principal  Balance,  the Senior Optimal Principal Amount for such Distribution Date,
                  to the  extent of  remaining  Available  Funds for Loan  Group II,  until  each such  Certificate
                  Principal Balance has been reduced to zero.

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

(C)      on each  Distribution  Date,  any  Available  Funds  remaining  in Group II after  payment of interest and
         principal to the Classes of Certificates  entitled  thereto,  as described  above,  will be distributed to
         the Class R Certificates.
(D) [Reserved].

(b) No  Accrued  Certificate  Interest  will be  payable  with  respect  to any  Class of  Certificates  after  the
Distribution Date on which the Certificate Principal Balance of such Certificate has been reduced to zero.

(c) If on any Distribution  Date the Available Funds for the Group II Senior  Certificates is less than the Accrued
Certificate  Interest on the Group II Senior  Certificates  for such  Distribution  Date prior to reduction for Net
Interest  Shortfalls and the interest  portion of Realized  Losses,  the shortfall will be allocated to the holders
of the  Class of  Senior  Certificates  on a pro rata basis in  accordance  with the amount of Accrued  Certificate
Interest for that  Distribution  Date absent such shortfalls.  In addition,  the amount of any interest  shortfalls
with  respect to the Group II Mortgage  Loans will  constitute  unpaid  Accrued  Certificate  Interest  and will be
distributable  to holders of the  Certificates  of the related  Classes on subsequent  Distribution  Dates,  to the
extent of the applicable  Available Funds remaining after current interest  distributions  as required herein.  Any
such amounts so carried  forward will not bear  interest.  Shortfalls in interest  payments will not be offset by a
reduction in the servicing  compensation  of the Master  Servicer or otherwise,  except to the extent of applicable
Compensating Interest Payments.

(d) The  expenses  and fees of the  Trust  shall be paid by each of the  2006-5  REMICs,  to the  extent  that such
expenses  relate to the assets of each of such  respective  2006-5  REMICs,  and all other expenses and fees of the
Trust shall be paid pro rata by each of the 2006-5 REMICs.

(e) [Reserved].

Section 6.03. Allocation of Losses and Subsequent  Recoveries on the Group I Certificates.  (a) On or prior to each
Determination  Date, the Master  Servicer shall  determine the amount of any Realized Loss in respect of each Group
I Mortgage Loan that occurred during the immediately  preceding  calendar month,  based on information  provided by
the related  Servicer.  Any  Realized  Losses with  respect to the Group I Mortgage  Loans shall be applied on each
Distribution Date after the distributions  provided for in Section 6.01,  in reduction of the Certificate Principal
Balance  of the Class or Classes  of Group I  Certificates  to the extent  provided  in the  definition  of Applied
Realized Loss Amount.

(b)               In addition, in the event that the Master Servicer or the Securities  Administrator  receives any
Subsequent  Recoveries from a Servicer,  the Master Servicer shall deposit such funds into the Distribution Account
pursuant to  Section 4.01(c)(ii).  If,  after  taking into  account  such  Subsequent  Recoveries,  the amount of a
Realized Loss is reduced,  the amount of such  Subsequent  Recoveries  will be applied to increase the  Certificate
Principal  Balance  of the  Class of Group I  Certificates  with the  highest  payment  priority  to which  Applied
Realized  Loss  Amounts  have been  allocated,  but not by more than the amount of Applied  Realized  Loss  Amounts
previously  allocated to that Class of Group I  Certificates.  The amount of any  remaining  Subsequent  Recoveries
first will be applied to  sequentially  increase the  Certificate  Principal  Balance of the Group I  Certificates,
beginning  with the  Class  I-A-1  Certificates  and then  the  Class  I-A-2  Certificates  and then any  remaining
Subsequent  Recoveries  will  be  applied  to the  Group I  Subordinate  Certificates  starting  with  the  Group I
Subordinate  Certificate  with the  highest  payment  priority,  in each  case,  up to the  amount of such  Applied
Realized Loss Amount,  to the extent not covered by Excess Spread and  Overcollateralization  previously  allocated
to such Class or Classes.  Notwithstanding  the  foregoing,  any  Subsequent  Recoveries  will be  allocated to the
Group I Senior  Certificates  to the extent of any Applied  Realized Loss Amounts before being applied to the Group
I Subordinate  Certificates.  Holders of such Group I Certificates  will not be entitled to any payments in respect
of Current  Interest on the amount of such  increases for any Interest  Accrual Period  preceding the  Distribution
Date on which such increase  occurs.  Any such increases shall be applied to the Certificate  Principal  Balance of
each Group I Certificate of such Class in accordance with its respective Fractional Undivided Interest.

Section 6.04. Allocation  of Losses and  Subsequent  Recoveries  on the Group II  Certificates.  (a) On or prior to
each  Determination  Date, the Master  Servicer shall  determine the amount of any Realized Loss in respect of each
Group II Mortgage  Loan that  occurred  during the  immediately  preceding  calendar  month,  based on  information
provided by the related Servicer.

(b) (i) With respect to any Group II Certificates on any Distribution  Date, the principal portion of each Realized
Loss on a Group II Mortgage Loan shall be allocated as follows:

                  first,  to the  Class II-B-6  Certificates  until the Certificate  Principal  Balance thereof has
                  been reduced to zero;

                  second,  to the Class II-B-5  Certificates  until the Certificate  Principal  Balance thereof has
                  been reduced to zero;

                  third,  to the Class II-B-4  Certificates  until the  Certificate  Principal  Balance thereof has
                  been reduced to zero;

                  fourth,  to the Class II-B-3  Certificates  until the Certificate  Principal  Balance thereof has
                  been reduced to zero;

                  fifth,  to the Class II-B-2  Certificates  until the  Certificate  Principal  Balance thereof has
                  been reduced to zero;

                  sixth,  to the Class II-B-1  Certificates  until the  Certificate  Principal  Balance thereof has
                  been reduced to zero;

                  seventh,  to the Class II-A-3  Certificates  until the Certificate  Principal Balance thereof has
                  been reduced to zero;

                  eighth,  to the Class II-A-2  Certificates  until the Certificate  Principal  Balance thereof has
                  been reduced to zero; and

                  ninth,  to the Class II-A-1  Certificates  until the  Certificate  Principal  Balance thereof has
                  been reduced to zero.

(c) Notwithstanding  the  foregoing  clause  (b),  no such  allocation  of any  Realized  Loss  shall  be made on a
Distribution  Date to any Class of Group II  Certificates  to the extent that such  allocation  would result in the
reduction of the aggregate  Certificate  Principal Balances of all Group II Certificates in as of such Distribution
Date, after giving effect to all  distributions  and prior  allocations of Realized Losses on the Group II Mortgage
Loans on such date, to an amount less than the aggregate Stated  Principal  Balance of all of the Group II Mortgage
Loans  as of the  first  day of the  month  of such  Distribution  Date  (such  limitation,  the  "Loss  Allocation
Limitation").

(d) [Reserved]

(e) Realized  Losses shall be allocated on the  Distribution  Date in the month  following  the month in which such
loss was incurred and, in the case of the principal portion thereof,  after giving effect to distributions  made on
such Distribution Date.

(f) On each Distribution Date, the Securities  Administrator shall determine the Subordinate  Certificate Writedown
Amounts.  Any Subordinate  Certificate  Writedown Amount shall effect a corresponding  reduction in the Certificate
Principal Balance of the Class II-B Certificates, in the reverse order of their numerical Class designations.

(g) The  applicable  Senior  Percentage  of Net Interest  Shortfalls  will be  allocated  among the Group II Senior
Certificates  in proportion to the amount of Accrued  Certificate  Interest that would have been allocated  thereto
in the absence of such  shortfalls.  The  applicable  Subordinate  Percentage  of Net  Interest  Shortfall  will be
allocated among the Group II Subordinate  Certificates in proportion to the amount of Accrued Certificate  Interest
that would have been  allocated  thereto in the absence of such  shortfalls.  The interest  portion of any Realized
Losses with respect to the Group II Mortgage Loans  occurring on or prior to the Cross-Over  Date will be allocated
to the Class II-B  Certificates  in inverse order of their numerical  Class designations.  Following the Cross-Over
Date,  the  interest  portion of Realized  Losses on the Group II Mortgage  Loans will be allocated to the Group II
Senior  Certificates  on a pro rata basis in  proportion to the amount of Accrued  Certificate  Interest that would
have been allocated thereto in the absence of such Realized Losses.

(h) In addition,  in the event that the Master  Servicer  receives any Subsequent  Recoveries  from a
Servicer,   the  Master   Servicer   shall  deposit  such  funds  into  the   Distribution   Account   pursuant  to
Section 4.01(c)(ii).  If, after taking into account such  Subsequent  Recoveries,  the amount of a Realized Loss is
reduced,  the amount of such Subsequent  Recoveries will be applied to increase the Certificate  Principal  Balance
of the related Class of Group II  Subordinate  Certificates  with the highest  payment  priority to which  Realized
Losses have been allocated,  but not by more than the amount of Realized Losses previously  allocated to that Class
of Group II  Subordinate  Certificates  pursuant  to this  Section 6.04.  The  amount of any  remaining  Subsequent
Recoveries will be applied to sequentially  increase the Certificate  Principal Balance of the Group II Subordinate
Certificates  beginning with the related Class of Subordinate  Certificates with the next highest payment priority,
up to the amount of such Realized Losses  previously  allocated to such Class or Classes of  Certificates  pursuant
to this  Section 6.04.  Holders of such  Certificates  will not be entitled  to any  payments in respect of current
interest on the amount of such increases for any Interest Accrual Period  preceding the Distribution  Date on which
such  increase  occurs.  Any  such  increases  shall  be  applied  to the  Certificate  Principal  Balance  of each
Subordinate Certificate of such related Class in accordance with its respective Fractional Undivided Interest.

Section 6.05. [Reserved]

Section 6.06. Payments.  (a) On each  Distribution  Date,  other than the final  Distribution  Date, the Securities
Administrator  shall  distribute to each  Certificateholder  of record as of the immediately  preceding Record Date
the  Certificateholder's  pro  rata  share of its  Class (based  on the  aggregate  Fractional  Undivided  Interest
represented by such Holder's  Certificates) of all amounts required to be distributed on such  Distribution Date to
such Class.  The  Securities  Administrator  shall  calculate the amount to be distributed to each Class and, based
on  such  amounts,   the  Securities   Administrator   shall  determine  the  amount  to  be  distributed  to  each
Certificateholder.  The Securities  Administrator's  calculations  of payments shall be based solely on information
provided  to the  Securities  Administrator  by the Master  Servicer.  The  Securities  Administrator  shall not be
required to confirm,  verify or recompute any such  information but shall be entitled to rely  conclusively on such
information.

(b) Payment  of  the  above  amounts  to  each  Certificateholder  shall  be  made  (i) by  check  mailed  to  each
Certificateholder  entitled thereto at the address  appearing in the Certificate  Register or (ii) upon  receipt by
the  Securities  Administrator  on or  before  the  fifth  Business  Day  preceding  the  Record  Date  of  written
instructions from a  Certificateholder  by wire transfer to a United States dollar account  maintained by the payee
at any United States  depository  institution  with  appropriate  facilities  for receiving  such a wire  transfer;
provided,  however,  that the  final  payment  in  respect  of each  Class of  Certificates  will be made only upon
presentation  and  surrender  of  such  respective   Certificates  at  the  office  or  agency  of  the  Securities
Administrator specified in the notice to Certificateholders of such final payment.

Section 6.07. Statements to Certificateholders.  On each Distribution Date,  concurrently with each distribution to
Certificateholders,   the  Securities   Administrator   shall  make  available  to  the  parties  hereto  and  each
Certificateholder,  via  the  Securities  Administrator's  internet  website  as set  forth  below,  the  following
information,  expressed  in  the  aggregate  and  as  a  Fractional  Undivided  Interest  representing  an  initial
Certificate  Principal  Balance  of  $1,000,  or in the case of the Class B-IO  Certificates,  an initial  Notional
Amount of $1,000:

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

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

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

(d) the amount of such distribution to Holders of each Class allocable to interest;

(e) the applicable  accrual  periods dates for  calculating  distributions  and general  Distribution
Dates;

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

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

(h) the amount of any Cap Contract Payment Amount payable to the Securities Administrator;

(i) with respect to each Loan Group, the amount of such  distribution to each  Certificate  allocable
to interest  and,  with  respect to the Group I  Certificates,  the portion  thereof,  if any,  provided by the Cap
Contract;

(j) the Interest  Carry Forward  Amount and any Basis Risk  Shortfall  Carry Forward  Amount for each
Class of Certificates;

(k) with  respect to each Loan Group,  the  aggregate  of the Stated  Principal  Balance of (A) all of the Mortgage
Loans and (B) the Adjustable Rate Mortgage Loans, for the following Distribution Date;

(l) the number and  Outstanding  Principal  Balance of the Mortgage  Loans in each Loan Group that were  Delinquent
(exclusive of any Mortgage Loan in  foreclosure)  in respect of which using the OTS method of  calculation  (A) one
Scheduled Payment is Delinquent,  (B) two Scheduled  Payments are Delinquent,  (C) three or more Scheduled Payments
are Delinquent and  (D) foreclosure  proceedings  have been commenced,  in each case as of the close of business on
the last day of the calendar month preceding such  Distribution  Date and separately  identifying  such information
for the (1) first lien Mortgage Loans,  (2) second lien Mortgage Loans, and (3) Adjustable  Rate Mortgage Loans, in
each such Loan Group;

(m) with  respect  to each Loan  Group,  the  amount of  Monthly  Advances  included  in the  distribution  on such
Distribution Date (including the general purpose of such Monthly Advances);

(n) with respect to each Loan Group, the cumulative amount of Applied Realized Loss Amounts to date;

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

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

(q) with  respect to each Loan  Group,  the total  number and  principal  balance of any real  estate
owned or REO Properties as of the close of business on the Determination Date preceding such Distribution Date;

(r) with respect to each Loan Group,  the three month rolling average of the percent  equivalent of a
fraction,  the numerator of which is the aggregate Stated Principal  Balance of the Mortgage Loans that are 60 days
or more  Delinquent (in respect of which using the OTS method of  calculation)  or are in bankruptcy or foreclosure
or are REO  Properties,  and the  denominator  of which is the  aggregate  Stated  Principal  Balance of all of the
Mortgage  Loans in each case as of the close of  business  on the last day of the  calendar  month  preceding  such
Distribution  Date and  separately  identifying  such  information  for the  (1) first  lien  Mortgage  Loans,  and
(2) Adjustable Rate Mortgage Loans;

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

(t) whether a Trigger Event exists;

(u) updated pool  composition  data  including  the  following  with respect to each Loan Group:  weighted  average
mortgage rate and weighted average remaining term;

(v) [Reserved];

(w) [Reserved];

(x) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable,  as of the close of business
on the applicable Distribution Date and a description of any change in the calculation of these amounts; and

(y) the amount of the distribution  made on such  Distribution  Date to the Holders of the Class I-XP  Certificates
allocable to Prepayment Charges.

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

         The  information  set forth above shall be calculated or reported,  as the case may be, by the  Securities
Administrator,  based solely on, and to the extent of,  information  provided to the Securities  Administrator  and
the Master Servicer by the Servicer and the  Counterparty.  The Securities  Administrator  may conclusively rely on
such information and shall not be required to confirm, verify or recalculate any such information.

         The  Securities  Administrator  may make  available  each  month,  to any  interested  party,  the monthly
statement   to   Certificateholders   via   the   Securities   Administrator's   website   initially   located   at
"www.ctslink.com."  Assistance  in using the website can be  obtained  by calling  the  Securities  Administrator's
customer  service  desk at (301)  815-6600.  Parties  that are  unable to use the  above  distribution  option  are
entitled  to have a paper  copy  mailed to them via first  class  mail by calling  the  Securities  Administrator's
customer  service desk and indicating  such. The  Securities  Administrator  shall have the right to change the way
such reports are  distributed in order to make such  distribution  more  convenient  and/or more  accessible to the
parties, and the Securities  Administrator shall provide timely and adequate  notification to all parties regarding
any such change.

         Within a reasonable  period of time after the end of the preceding  calendar year  beginning in 2006,  the
Securities  Administrator  will  furnish a report to each Holder of the  Certificates  of record at any time during
the prior  calendar year as to the aggregate of amounts  reported  pursuant to subclauses  (a)(i) and (a)(ii) above
with respect to the  Certificates,  plus information with respect to the amount of servicing  compensation and such
other customary  information as the Securities  Administrator  may determine to be necessary  and/or to be required
by the  Internal  Revenue  Service or by a federal or state law or rules or  regulations  to enable such Holders to
prepare their tax returns for such calendar year.  Such  obligations  shall be deemed to have been satisfied to the
extent that substantially  comparable information shall be provided by the Securities  Administrator or the Trustee
pursuant to the requirements of the Code.

Section 6.08. Monthly  Advances.  If the related  Servicer was required to make a Monthly  Advance  pursuant to the
related  Servicing  Agreement  and fails to make any  required  Monthly  Advance,  in whole or in part,  the Master
Servicer,  as  successor  servicer,  or  any  other  successor  servicer  appointed  by  it,  will  deposit  in the
Distribution  Account not later than the  Distribution  Account  Deposit  Date  immediately  preceding  the related
Distribution  Date an amount  equal to such  Monthly  Advance  to the  extent  not  otherwise  paid by the  related
Servicer,  net of the Servicing Fee for such Mortgage Loan except to the extent the Master Servicer  determines any
such  advance  to be a  Nonrecoverable  Advance.  Subject  to the  foregoing,  the Master  Servicer,  as  successor
servicer,  shall  continue to make such  advances  through the date that the related  Servicer is required to do so
under  its  Servicing  Agreement;  provided,  however,  that  if the  Master  Servicer  deems  an  advance  to be a
Nonrecoverable  Advance,  on the  Distribution  Account Deposit Date, the Master Servicer shall not be obligated to
make such advance and shall present an Officer's  Certificate to the Trustee  (i) stating  that the Master Servicer
elects not to make a Monthly  Advance in a stated amount and  (ii) detailing  the reason it deems the advance to be
a Nonrecoverable Advance.

         Notwithstanding  the foregoing,  the Master  Servicer  shall not be required to make any Monthly  Advances
that Wells Fargo, as Servicer,  was required to make pursuant to the Wells Fargo Servicing  Agreement and failed to
do so.  In the event  that  Wells  Fargo as  Servicer  or the  Master  Servicer  fails to make a  required  Monthly
Advance,  the Trustee,  as successor  servicer or master  servicer,  as applicable,  shall be required to remit the
amount of such Monthly  Advance to the  Distribution  Account in  accordance  with and subject to the terms of this
Agreement (including its rights of reimbursement hereunder).

Section 6.09. Compensating  Interest  Payments.  The Master Servicer shall deposit in the Distribution  Account not
later than each  Distribution  Account  Deposit Date an amount equal to the lesser of (i) the sum of the  aggregate
amounts  required to be paid by the Servicers  under the Servicing  Agreements  with respect to subclauses  (a) and
(b) of the definition of Interest  Shortfall with respect to the Mortgage Loans for the related  Distribution Date,
and not so paid by the related  Servicers and (ii) the  Master Servicer  Compensation  for such  Distribution  Date
(such  amount,  the  "Compensating  Interest  Payment").   The  Master  Servicer  shall  not  be  entitled  to  any
reimbursement of any Compensating Interest Payment.

Section 6.10. Distributions  on  REMIC  Regular   Interests.   (a)  On  each  Distribution   Date,  the  Securities
Administrator  shall be deemed to distribute,  to REMIC III as the holder of the REMIC I Regular  Interests,  those
portions  of the REMIC I  Distribution  Amount  not  designated  to Class R  Certificates,  in the  amounts  and in
accordance with the priorities set forth in the definition of REMIC I Distribution Amount.

         (b) On each Distribution Date, the Securities  Administrator  shall be deemed to distribute,  to REMIC III
as the  holder  of the  REMIC II  Regular  Interests,  those  portions  of the  REMIC II  Distribution  Amount  not
designated to Component II of the Class R  Certificates,  in the amounts and in accordance  with the priorities set
forth in the definition of REMIC II Distribution Amount.

(c) On each  Distribution  Date,  the  Securities  Administrator  shall be  deemed  to  distribute  the  REMIC  III
Distribution  Amount to:  (i) the  holders of the  Certificates  (other than the Class B-IO  Certificates),  as the
holders of the REMIC III Interests  (other than REMIC III Regular  Interests  B-IO-I and B-IO-P) and (ii) itself on
behalf of REMIC IV, as the  holder  of REMIC III  Regular  Interests  B-IO-I  and  B-IO-P,  in the  amounts  and in
accordance with the priorities set forth in the definition of REMIC III Distribution Amount.

(d) On each  Distribution  Date,  the Securities  Administrator  shall be deemed to distribute to the
holder of the Class B-IO  Certificates,  as the holder of the REMIC IV Regular  Interest,  the amounts set forth in
the definition of REMIC IV Distribution Amount.

(e) Notwithstanding  the  deemed  distributions  on the REMIC  Regular  Interests  described  in this
Section 6.10,  distributions of funds from the Distribution  Account shall be made only in accordance with Sections
6.01 and 6.02.

                                                    ARTICLE VII

                                                The Master Servicer

Section 7.01. Liabilities of the Master Servicer.  The Master Servicer shall be liable in accordance  herewith only
to the extent of the obligations specifically imposed upon and undertaken by it herein.

Section 7.02. Merger or Consolidation  of the Master Servicer.  (a) The Master Servicer will keep in full force and
effect its  existence,  rights and  franchises as a corporation  under the laws of the state of its  incorporation,
and will obtain and preserve its  qualification  to do business as a foreign  corporation in each  jurisdiction  in
which such  qualification  is or shall be necessary to protect the validity and  enforceability  of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under this Agreement.

(b) Any Person into which the Master Servicer may be merged or consolidated,  or any corporation resulting from any
merger or  consolidation  to which the Master Servicer shall be a party,  or any Person  succeeding to the business
of the Master Servicer,  shall be the successor of the Master Servicer  hereunder,  without the execution or filing
of  any  paper  or  further  act on  the  part  of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding.

Section 7.03. Indemnification  of the  Trustee,  the Master  Servicer  and the  Securities  Administrator.  (a) The
Master  Servicer  agrees to indemnify the  Indemnified  Persons for, and to hold them harmless  against,  any loss,
liability or expense  (including  reasonable legal fees and  disbursements of counsel)  incurred on their part that
may be sustained in  connection  with,  arising out of, or relating  to, any claim or legal action  (including  any
pending or threatened claim or legal action) relating to this Agreement,  the Servicing Agreements,  the Assignment
Agreements or the  Certificates  or the powers of attorney  delivered by the Trustee  hereunder  (i) related to the
Master  Servicer's  failure  to perform  its duties in  compliance  with this  Agreement  (except as any such loss,
liability or expense shall be otherwise  reimbursable  pursuant to this  Agreement) or  (ii) incurred  by reason of
the Master  Servicer's  willful  misfeasance,  bad faith or gross negligence in the performance of duties hereunder
or by reason of reckless disregard of obligations and duties hereunder,  provided,  in each case, that with respect
to any such claim or legal action (or pending or threatened  claim or legal  action),  the Trustee shall have given
the Master Servicer and the Depositor  written notice thereof  promptly after a Responsible  Officer of the Trustee
shall have with respect to such claim or legal action  actual  knowledge  thereof.  The  Trustee's  failure to give
any such  notice  shall not affect  the  Trustee's  right to  indemnification  hereunder,  except to the extent the
Master  Servicer is  materially  prejudiced  by such  failure to give  notice.  This  indemnity  shall  survive the
resignation or removal of the Trustee,  Master  Servicer or the  Securities  Administrator  and the  termination of
this Agreement.

(b) The Trust Fund will indemnify any Indemnified Person for any loss,  liability or expense (including  reasonable
legal fees and  disbursements of counsel) of any Indemnified  Person not otherwise covered by the Master Servicer's
indemnification pursuant to Section 7.03(a).

Section 7.04. Limitations on Liability of the Master  Servicer and Others.  Subject to the obligation of the Master
Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:

(a) Neither the Master  Servicer nor any of the  directors,  officers,  employees or agents of the Master  Servicer
shall be under any liability to the Indemnified  Persons, the Depositor,  the Trust Fund or the  Certificateholders
for taking any action or for  refraining  from taking any action in good faith pursuant to this  Agreement,  or for
errors in  judgment;  provided,  however,  that this  provision  shall not protect the Master  Servicer or any such
Person against any breach of warranties or  representations  made herein or any liability  which would otherwise be
imposed by reason of such  Person's  willful  misfeasance,  bad faith or gross  negligence  in the  performance  of
duties or by reason of reckless disregard of obligations and duties hereunder.

(b) The Master Servicer and any director,  officer, employee or agent of the Master Servicer may rely in good faith
on any document of any kind prima facie  properly  executed  and  submitted  by any Person  respecting  any matters
arising hereunder.

(c) The Master Servicer, the Custodian and any director,  officer,  employee or agent of the Master Servicer or the
Custodian  shall be  indemnified  by the Trust and held  harmless  thereby  against any loss,  liability or expense
(including  reasonable  legal fees and  disbursements  of counsel)  incurred on their part that may be sustained in
connection  with,  arising out of, or related to, any claim or legal action  (including  any pending or  threatened
claim or legal action)  relating to this  Agreement,  the  Certificates or any Servicing  Agreement  (except to the
extent  that the Master  Servicer  is  indemnified  by the  Servicer  thereunder),  other than  (i) any  such loss,
liability  or expense  related to the Master  Servicer's  failure  to perform  its duties in  compliance  with this
Agreement  (except  as any such loss,  liability  or  expense  shall be  otherwise  reimbursable  pursuant  to this
Agreement),  or to the Custodian's failure to perform its duties under the Custodial  Agreement,  respectively,  or
(ii) any such loss,  liability or expense  incurred by reason of the Master  Servicer's or the Custodian's  willful
misfeasance,  bad  faith or gross  negligence  in the  performance  of  duties  hereunder  or under  the  Custodial
Agreement,  as  applicable,  or by reason of reckless  disregard of obligations  and duties  hereunder or under the
Custodial Agreement, as applicable.

(d) The Master  Servicer shall not be under any obligation to appear in,  prosecute or defend any legal action that
is not  incidental  to its duties  under this  Agreement  and that in its  opinion may involve it in any expense or
liability;  provided,  however,  the Master Servicer may in its discretion,  with the consent of the Trustee (which
consent shall not be  unreasonably  withheld),  undertake any such action which it may deem  necessary or desirable
with  respect  to this  Agreement  and the  rights  and  duties of the  parties  hereto  and the  interests  of the
Certificateholders  hereunder.  In such  event,  the legal  expenses  and costs of such  action  and any  liability
resulting  therefrom  shall be expenses,  costs and liabilities of the Trust Fund, and the Master Servicer shall be
entitled to be reimbursed  therefor out of the Distribution  Account as provided by  Section 4.05.  Nothing in this
Section 7.04(d)  shall  affect  the Master  Servicer's  obligation  to  supervise,  or to take such  actions as are
necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Section 3.01(a).

(e) In taking or recommending any course of action pursuant to this Agreement,  unless specifically  required to do
so pursuant to this  Agreement,  the Master  Servicer shall not be required to investigate or make  recommendations
concerning  potential  liabilities  which the Trust  might  incur as a result of such course of action by reason of
the condition of the Mortgaged  Properties  but shall give notice to the Trustee if it has notice of such potential
liabilities.

(f) The  Master  Servicer  shall not be liable  for any acts or  omissions  of any  Servicer,  except as  otherwise
expressly provided herein.

Section 7.05. Master  Servicer Not to Resign.  Except as provided in  Section 7.07,  the Master  Servicer shall not
resign  from the  obligations  and duties  hereby  imposed on it except upon a  determination  that any such duties
hereunder are no longer  permissible  under  applicable  law and such  impermissibility  cannot be cured.  Any such
determination  permitting the  resignation  of the Master  Servicer shall be evidenced by an Opinion of Independent
Counsel  addressed  to the Trustee to such effect  delivered  to the  Trustee.  No such  resignation  by the Master
Servicer shall become  effective until the Company or the Trustee or a successor to the Master Servicer  reasonably
satisfactory  to the Trustee shall have assumed the  responsibilities  and  obligations  of the Master  Servicer in
accordance  with  Section 8.02  hereof.  The Trustee  shall notify the Rating  Agencies upon its receipt of written
notice of the resignation of the Master Servicer.

Section 7.06. Successor  Master  Servicer.  In connection with the appointment of any successor  Master Servicer or
the  assumption of the duties of the Master  Servicer,  the Company or the Trustee may make such  arrangements  for
the  compensation  of such  successor  master  servicer out of payments on the Mortgage Loans as the Company or the
Trustee and such  successor  master  servicer  shall agree.  If the successor  master  servicer does not agree that
such market value is a fair price,  such  successor  master  servicer  shall obtain two  quotations of market value
from third  parties  actively  engaged in the  servicing  of  single-family  mortgage  loans.  Notwithstanding  the
foregoing,  the  compensation  payable to a successor  master  servicer may not exceed the  compensation  which the
Master  Servicer would have been entitled to retain if the Master  Servicer had continued to act as Master Servicer
hereunder.

Section 7.07. Sale and  Assignment  of Master  Servicing.  The Master  Servicer  may sell and assign its rights and
delegate its duties and  obligations  in its entirety as Master  Servicer  under this Agreement and the Company may
terminate the Master Servicer  without cause and select a new Master Servicer;  provided,  however,  that:  (i) the
purchaser or transferee  accepting such  assignment  and delegation  (a) shall be a Person which shall be qualified
to service  mortgage loans for Fannie Mae or Freddie Mac;  (b) shall have a net worth of not less than  $10,000,000
(unless  otherwise  approved  by each  Rating  Agency  pursuant  to clause  (ii) below);  (c) shall  be  reasonably
satisfactory  to the Trustee (as evidenced in a writing signed by the Trustee);  and (d) shall  execute and deliver
to the Trustee an agreement,  in form and  substance  reasonably  satisfactory  to the Trustee,  which  contains an
assumption by such Person of the due and punctual  performance  and observance of each covenant and condition to be
performed or observed by it as master  servicer under this  Agreement,  any custodial  agreement from and after the
effective date of such  agreement;  (ii) each  Rating Agency shall be given prior written notice of the identity of
the  proposed  successor to the Master  Servicer  and each Rating  Agency's  rating of the  Certificates  in effect
immediately  prior to such  assignment,  sale and delegation  will not be  downgraded,  qualified or withdrawn as a
result of such  assignment,  sale and delegation,  as evidenced by a letter to such effect  delivered to the Master
Servicer and the Trustee (at the expense of the Master Servicer);  (iii) the Master Servicer  assigning and selling
the master  servicing shall deliver to the Trustee an Officer's  Certificate and an Opinion of Independent  Counsel
addressed to the  Trustee,  each stating that all  conditions  precedent to such action under this  Agreement  have
been  completed  and such action is  permitted by and complies  with the terms of this  Agreement;  and (iv) in the
event the Master Servicer is terminated  without cause by the Company,  the Company shall pay the terminated Master
Servicer a termination fee equal to 0.25% of the aggregate  Stated  Principal  Balance of the Mortgage Loans at the
time the  master  servicing  of the  Mortgage  Loans is  transferred  to the  successor  Master  Servicer.  No such
assignment  or  delegation  shall  affect  any rights or  liability  of the Master  Servicer  arising  prior to the
effective date thereof.

                                                   ARTICLE VIII
                                                      Default

Section 8.01. Events of Default.  "Event of Default,"  wherever used herein,  means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or  involuntary  or be effected by
operation of law or pursuant to any  judgment,  decree or order of any court or any order,  rule or  regulation  of
any administrative or governmental body) and only with respect to the defaulting Master Servicer:

(a) The Master  Servicer  fails to cause to be deposited in the  Distribution  Account any amount so required to be
deposited  pursuant to this Agreement (other than a Monthly Advance),  and such failure continues  unremedied for a
period of three  Business Days after the date upon which written  notice of such failure,  requiring the same to be
remedied, shall have been given to the Master Servicer; or

(b) The Master  Servicer  fails to observe or perform in any  material  respect any other  material  covenants  and
agreements set forth in this  Agreement to be performed by it, which  covenants and  agreements  materially  affect
the rights of  Certificateholders,  and such failure continues unremedied for a period of 60 days after the date on
which written  notice of such  failure,  properly  requiring the same to be remedied,  shall have been given to the
Master  Servicer  by the  Trustee  or to the  Master  Servicer  and the  Trustee  by the  Holders  of  Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund; or

(c) There is entered  against the Master  Servicer a decree or order by a court or agency or supervisory  authority
having  jurisdiction  in the  premises  for  the  appointment  of a  conservator,  receiver  or  liquidator  in any
insolvency,  readjustment of debt, marshaling of assets and liabilities or similar proceedings,  or for the winding
up or liquidation of its affairs,  and the  continuance of any such decree or order is unstayed and in effect for a
period of 60  consecutive  days,  or an  involuntary  case is  commenced  against  the  Master  Servicer  under any
applicable  insolvency  or  reorganization  statute  and the  petition  is not  dismissed  within 60 days after the
commencement of the case; or

(d) The Master  Servicer  consents to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment  of debt,  marshaling of assets and  liabilities  or similar  proceedings of or relating to the Master
Servicer or  substantially  all of its property;  or the Master Servicer admits in writing its inability to pay its
debts  generally  as they  become  due,  files a  petition  to  take  advantage  of any  applicable  insolvency  or
reorganization  statute,  makes an assignment for the benefit of its creditors,  or voluntarily suspends payment of
its obligations;

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

(f) The Master Servicer fails to comply with Section 3.16, Section 3.17 and Section 3.18; or

(g) The Master  Servicer fails to cause to be deposited,  in the  Distribution  Account any Monthly  Advance (other
than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the Distribution Account Deposit Date.

         In each and every such case,  so long as such Event of Default with respect to the Master  Servicer  shall
not have been  remedied,  either  the  Trustee or the  Holders  of  Certificates  evidencing  Fractional  Undivided
Interests  aggregating  not less than 51% of the  principal  of the Trust Fund,  by notice in writing to the Master
Servicer (and to the Trustee if given by such  Certificateholders),  with a copy to the Rating  Agencies,  and with
the consent of the Company,  may  terminate  all of the rights and  obligations  (but not the  liabilities)  of the
Master  Servicer  under this  Agreement  and in and to the Mortgage  Loans and/or the REO Property  serviced by the
Master  Servicer and the  proceeds  thereof.  Upon the receipt by the Master  Servicer of the written  notice,  all
authority and power of the Master  Servicer under this  Agreement,  whether with respect to the  Certificates,  the
Mortgage  Loans,  REO  Property  or under any other  related  agreements  (but only to the  extent  that such other
agreements  relate to the Mortgage Loans or related REO Property) shall,  subject to Section 3.17 and Section 8.02,
automatically  and  without  further  action pass to and be vested in the  Trustee,  in its  capacity as  successor
Master  Servicer,  pursuant to this  Section 8.01  (and,  with  respect to an Event of Default  resulting  from the
Master  Servicer's  failure to comply with  Section 3.17,  such power and authority of the Master  Servicer  shall,
subject to  Section 8.02,  automatically  and without further action pass to and be vested in the successor  Master
Servicer appointed by the Depositor);  and, without  limitation,  the Trustee,  in its capacity as successor Master
Servicer,(or such successor Master Servicer  appointed by the Depositor,  as the case may be), is hereby authorized
and empowered to execute and deliver, on behalf of the Master Servicer as  attorney-in-fact  or otherwise,  any and
all documents and other  instruments  and to do or accomplish all other acts or things  necessary or appropriate to
effect the purposes of such notice of  termination,  whether to complete the transfer and endorsement or assignment
of the Mortgage  Loans and related  documents,  or  otherwise.  The Master  Servicer  agrees to cooperate  with the
Trustee,  in its  capacity as  successor  Master  Servicer  (or such  successor  Master  Servicer  appointed by the
Depositor,  as the case may be), in effecting  the  termination  of the Master  Servicer's  rights and  obligations
hereunder,  including,  without  limitation,  the  transfer to the Trustee,  in its  capacity as  successor  Master
Servicer (or such successor  Master Servicer  appointed by the Depositor,  as the case may be), of (i) the property
and  amounts  which are then or  should be part of the Trust or which  thereafter  become  part of the  Trust;  and
(ii) originals  or copies of all  documents of the Master  Servicer  reasonably  requested  by the Trustee,  in its
capacity as successor  Master Servicer (or such successor Master Servicer  appointed by the Depositor,  as the case
may be), to enable it to assume the Master  Servicer's  duties  thereunder.  In addition to any other amounts which
are then, or,  notwithstanding  the termination of its activities  under this Agreement,  may become payable to the
Master  Servicer  under this  Agreement,  the Master  Servicer  shall be  entitled  to  receive,  out of any amount
received on account of a Mortgage Loan or related REO Property,  that portion of such payments  which it would have
received as  reimbursement  under this Agreement if notice of termination  had not been given.  The  termination of
the rights and  obligations  of the  Master  Servicer  shall not  affect  any  obligations  incurred  by the Master
Servicer prior to such termination.

         Notwithstanding  the foregoing,  if an Event of Default described in clause (f) of this Section 8.01 shall
occur,  the  Trustee  shall,  by notice in writing to the Master  Servicer,  which may be  delivered  by  telecopy,
immediately  terminate  all of the rights and  obligations  of the Master  Servicer  thereafter  arising under this
Agreement,  but without prejudice to any rights it may have as a  Certificateholder  or to reimbursement of Monthly
Advances and other advances of its own funds,  and the Trustee,  in its capacity as successor  Master  Servicer (or
such  successor  Master  Servicer  appointed  by the  Depositor,  as the case may be),  shall  act as  provided  in
Section 8.02 to carry out the duties of the Master  Servicer,  including the obligation to make any Monthly Advance
the  nonpayment  of which was an Event of Default  described in clause  (f) of this  Section 8.01.  Any such action
taken by the Trustee,  in its capacity as successor  Master Servicer (or such successor  Master Servicer  appointed
by the Depositor, as the case may be), must be prior to the distribution on the relevant Distribution Date.

Section 8.02. Successor to Act;  Appointment of Successor.  (a) Upon the receipt by the Master Servicer of a notice
of termination  pursuant to  Section 8.01  or an Opinion of Independent  Counsel  pursuant to  Section 7.05  to the
effect that the Master  Servicer is legally  unable to act or to delegate  its duties to a Person  which is legally
able to act, the Trustee,  in its capacity as successor  Master  Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with  Section 3.17,  the successor Master Servicer appointed
by the  Depositor  pursuant to  Section 3.17),  shall  automatically  become the  successor  in all respects to the
Master  Servicer in its capacity  under this  Agreement and the  transactions  set forth or provided for herein and
shall  thereafter  have all of the rights and  powers  of,  and be  subject  to all the  responsibilities,  duties,
liabilities  and  limitations  on  liabilities  relating  thereto  placed on the Master  Servicer  by the terms and
provisions hereof;  provided,  however, that the Company shall have the right to either  (a) immediately assume the
duties of the Master  Servicer or (b) select a successor  Master  Servicer;  provided  further,  however,  that the
Trustee,  in its capacity as successor  Master  Servicer (and,  with respect to an Event of Default  resulting from
the Master  Servicer's  failure to comply  with  Section 3.17,  the  successor  Master  Servicer  appointed  by the
Depositor  pursuant to  Section 3.17),  shall have no obligation  whatsoever  with respect to any liability  (other
than advances deemed  recoverable and not previously  made) incurred by the Master Servicer at or prior to the time
of termination.  As compensation therefor,  but subject to Section 7.06,  the Trustee, in its capacity as successor
Master Servicer (and, with respect to an Event of Default  resulting from the Master  Servicer's  failure to comply
with Section 3.17,  the successor Master Servicer  appointed by the Depositor  pursuant to Section 3.17),  shall be
entitled to  compensation  which the Master  Servicer would have been entitled to retain if the Master Servicer had
continued to act  hereunder,  except for those amounts due the Master  Servicer as  reimbursement  permitted  under
this  Agreement for advances  previously  made or expenses  previously  incurred.  Notwithstanding  the above,  the
Trustee,  in its capacity as successor Master Servicer (or, with respect to an Event of Default  resulting from the
Master Servicer's  failure to comply with  Section 3.17,  the successor Master Servicer  appointed by the Depositor
pursuant to  Section 3.17),  may, if it shall be unwilling so to act, or shall,  if it is legally unable so to act,
appoint or  petition a court of  competent  jurisdiction  to appoint,  any  established  housing  and home  finance
institution  which is a Fannie  Mae- or Freddie  Mac-approved  servicer,  and with  respect to a  successor  to the
Master  Servicer only,  having a net worth of not less than  $10,000,000,  as the successor to the Master  Servicer
hereunder  in the  assumption  of all or any part of the  responsibilities,  duties or  liabilities  of the  Master
Servicer hereunder;  provided,  that the Trustee, in its capacity as successor Master Servicer (or, with respect to
an Event of Default  resulting  from the Master  Servicer's  failure to comply  with  Section 3.17,  the  successor
Master  Servicer  appointed  by the  Depositor  pursuant to  Section 3.17),  shall obtain a letter from each Rating
Agency that the ratings,  if any, on each of the  Certificates  will not be lowered as a result of the selection of
the successor to the Master  Servicer.  Pending  appointment of a successor to the Master Servicer  hereunder,  the
Trustee,  in its capacity as successor Master  Servicer,  shall act (other than with respect to an Event of Default
resulting from the Master Servicer's  failure to comply with Section 3.17,  in which event the successor  appointed
by the Depositor  shall act) in such capacity as hereinabove  provided.  In connection  with such  appointment  and
assumption,  the Trustee may make such  arrangements  for the compensation of such successor out of payments on the
Mortgage Loans as it and such successor shall agree;  provided,  however, that the provisions of Section 7.06 shall
apply,  the  compensation  shall not be in excess of that which the Master  Servicer would have been entitled to if
the Master  Servicer  had  continued to act  hereunder,  and that such  successor  shall  undertake  and assume the
obligations of the Trustee to pay  compensation  to any third Person acting as an agent or  independent  contractor
in the  performance of master  servicing  responsibilities  hereunder.  The Trustee and such  successor  shall take
such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

(b) If the Trustee shall succeed to any duties of the Master  Servicer  respecting  the Mortgage  Loans as provided
herein, it shall do so in a separate capacity and not in its capacity as Trustee and,  accordingly,  the provisions
of Article IX shall be  inapplicable  to the Trustee in its duties as the  successor to the Master  Servicer in the
servicing of the Mortgage Loans  (although such  provisions  shall continue to apply to the Trustee in its capacity
as Trustee);  the  provisions  of Article  VII,  however,  shall apply to it in its  capacity as  successor  Master
Servicer.

         The costs and expenses of the Trustee in  connection  with the  termination  of the Master  Servicer,  the
appointment  of a successor  Master  Servicer and, if  applicable,  any transfer of servicing,  including,  without
limitation,  all  costs  and  expenses  associated  with  the  complete  transfer  of all  servicing  data  and the
completion,  correction or  manipulation  of such  servicing  data as may be required by the Trustee to correct any
errors or  insufficiencies  in the  servicing  data or  otherwise  to enable the  Trustee or the  successor  Master
Servicer to service the Mortgage Loans properly and  effectively,  to the extent not paid by the terminated  Master
Servicer,  shall be payable to the Trustee  pursuant to  Section 9.05.  Any successor to the Master Servicer acting
as successor servicer under any Servicing  Agreement shall give notice to the applicable  Mortgagors of such change
of servicer and shall,  during the term of its service as successor  Master  Servicer  maintain in force the policy
or policies that the Master Servicer is required to maintain pursuant to Section 3.04.

Section 8.03. Notification  to  Certificateholders.  Upon any  termination  or  appointment  of a successor  to the
Master Servicer,  the Trustee shall give prompt written notice thereof to the Securities  Administrator  or, if the
Securities  Administrator  is  terminated or resigns upon the  termination  of the Master  Servicer,  the successor
securities  administrator,  and the Securities  Administrator or the successor securities  administrator shall give
prompt written notice  thereof to the Rating  Agencies and the  Certificateholders  at their  respective  addresses
appearing in the Certificate Register.

Section 8.04. Waiver of Defaults.  The Trustee shall  transmit by mail to the Securities  Administrator,  who shall
give prompt written notice thereof to all  Certificateholders,  within 60 days after the occurrence of any Event of
Default  actually  known to a  Responsible  Officer of the  Trustee,  unless such Event of Default  shall have been
cured,  notice of each  such  Event of  Default.  The  Holders  of  Certificates  evidencing  Fractional  Undivided
Interests  aggregating  not less than 51% of the Trust  Fund may,  on behalf of all  Certificateholders,  waive any
default by the Master  Servicer in the  performance  of its  obligations  hereunder and the  consequences  thereof,
except a default in the making of or the causing to be made any required  distribution on the  Certificates,  which
default may only be waived by Holders of Certificates  evidencing  Fractional Undivided Interests  aggregating 100%
of the Trust Fund.  Upon any such waiver of a past  default,  such default  shall be deemed to cease to exist,  and
any Event of Default  arising  therefrom  shall be deemed to have been timely  remedied  for every  purpose of this
Agreement.  No such waiver shall extend to any subsequent or other default or impair any right  consequent  thereon
except to the extent  expressly so waived.  The  Securities  Administrator  shall give notice of any such waiver to
the Trustee and the Rating Agencies.

Section 8.05. List of Certificateholders.  Upon written request of three or more  Certificateholders of record, for
purposes of  communicating  with other  Certificateholders  with respect to their rights under this Agreement,  the
Securities  Administrator will afford such Certificateholders  access during business hours to the most recent list
of Certificateholders held by the Securities Administrator.

                                                  ARTICLE IX

                              Concerning the Trustee and the Securities Administrator

Section 9.01. Duties of Trustee and  Securities  Administrator.  (a) The  Trustee,  prior to the  occurrence  of an
Event of  Default  and after  the  curing or waiver of all  Events  of  Default  which may have  occurred,  and the
Securities  Administrator  each undertake to perform such duties and only such duties as are specifically set forth
in this  Agreement  as  duties  of the  Trustee  and the  Securities  Administrator,  respectively.  If an Event of
Default has occurred and has not been cured or waived,  the Trustee  shall  exercise  such of the rights and powers
vested in it by this  Agreement,  and  subject to  Section 8.02(b)  use the same  degree of care and skill in their
exercise, as a prudent person would exercise under the circumstances in the conduct of his own affairs.

(b) Upon receipt of all  resolutions,  certificates,  statements,  opinions,  reports,  documents,  orders or other
instruments  which are  specifically  required to be  furnished  to the Trustee  and the  Securities  Administrator
pursuant to any provision of this  Agreement,  the Trustee and the Securities  Administrator,  respectively,  shall
examine  them to  determine  whether  they are in the form  required by this  Agreement;  provided,  however,  that
neither  the Trustee nor the  Securities  Administrator  shall be  responsible  for the  accuracy or content of any
resolution,  certificate,  statement,  opinion,  report,  document,  order or other instrument furnished hereunder;
provided,  further,  that  neither  the Trustee  nor the  Securities  Administrator  shall be  responsible  for the
accuracy or verification of any calculation provided to it pursuant to this Agreement.

(c) On each  Distribution  Date,  the  Securities  Administrator  shall make  monthly  distributions  and the final
distribution  to the related  Certificateholders  from  related  funds in the  Distribution  Account as provided in
Sections 6.01 and 10.01 herein based solely on the report of the Master Servicer.

(d) No provision of this Agreement shall be construed to relieve the Trustee or the Securities  Administrator  from
liability for its own negligent action, its own negligent failure to act or its own willful  misconduct;  provided,
however, that:

(i) Prior to the  occurrence  of an Event of Default,  and after the curing or waiver of all such Events of Default
which may have  occurred,  the duties and  obligations  of the Trustee and the  Securities  Administrator  shall be
determined  solely  by  the  express  provisions  of  this  Agreement,  neither  the  Trustee  nor  the  Securities
Administrator  shall be liable  except  for the  performance  of their  respective  duties and  obligations  as are
specifically  set forth in this Agreement,  no implied  covenants or obligations  shall be read into this Agreement
against the  Trustee or the  Securities  Administrator  and, in the absence of bad faith on the part of the Trustee
or the Securities  Administrator,  respectively,  the Trustee or the Securities  Administrator,  respectively,  may
conclusively rely, as to the truth of the statements and the correctness of the opinions  expressed  therein,  upon
any  certificates  or  opinions  furnished  to the  Trustee  or the  Securities  Administrator,  respectively,  and
conforming to the requirements of this Agreement;

(ii) Neither the Trustee nor the Securities  Administrator  shall be liable in its individual capacity for an error
of judgment made in good faith by a  Responsible  Officer or  Responsible  Officers of the Trustee or an officer of
the  Securities  Administrator,  respectively,  unless  it  shall be  proved  that the  Trustee  or the  Securities
Administrator, respectively, was negligent in ascertaining the pertinent facts;

(iii) Neither the Trustee  nor the  Securities  Administrator  shall be liable  with  respect to any action  taken,
suffered  or  omitted  to be taken  by it in good  faith  in  accordance  with the  directions  of the  Holders  of
Certificates  evidencing  Fractional  Undivided Interests  aggregating not less than 25% of the Trust Fund, if such
action or non-action  relates to the time,  method and place of conducting any proceeding for any remedy  available
to the Trustee or the Securities  Administrator,  respectively,  or exercising  any trust or other power  conferred
upon the Trustee or the Securities Administrator, respectively, under this Agreement;

(iv) The Trustee  shall not be required to take notice or be deemed to have notice or  knowledge  of any default or
Event of Default unless a Responsible  Officer of the Trustee's  Corporate Trust Office shall have actual knowledge
thereof.  In the absence of such notice,  the Trustee may conclusively  assume there is no such default or Event of
Default;

(v) The Trustee  shall not in any way be liable by reason of any  insufficiency  in any  Account  held by or in the
name of Trustee unless it is determined by a court of competent  jurisdiction  that the Trustee's gross  negligence
or willful  misconduct  was the  primary  cause of such  insufficiency  (except to the extent  that the  Trustee is
obligor and has defaulted thereon);

(vi) The  Securities  Administrator  shall not in any way be liable by reason of any  insufficiency  in any Account
held by the Securities  Administrator hereunder or any Account held by the Securities  Administrator in the name of
the Trustee  unless it is  determined  by a court of competent  jurisdiction  that the  Securities  Administrator's
gross negligence or willful misconduct was the primary cause of such  insufficiency  (except to the extent that the
Securities Administrator is obligor and has defaulted thereon);

(vii) Anything in this Agreement to the contrary  notwithstanding,  in no event shall the Trustee or the Securities
Administrator  be liable for special,  indirect or consequential  loss or damage of any kind whatsoever  (including
but not limited to lost  profits),  even if the Trustee or the  Securities  Administrator,  respectively,  has been
advised of the likelihood of such loss or damage and regardless of the form of action;

(viii) None of the Securities  Administrator,  the Master Servicer, the Depositor,  the Company, any Custodian, the
Counterparty or the Trustee shall be responsible  for the acts or omissions of the other, it being  understood that
this Agreement shall not be construed to render them partners, joint venturers or agents of one another and

(ix) Neither  the  Trustee nor the  Securities  Administrator  shall be required to expend or risk its own funds or
otherwise incur financial  liability in the performance of any of its duties  hereunder,  or in the exercise of any
of its rights or powers,  if there is reasonable  ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably  assured to it, and none of the provisions  contained in
this  Agreement  shall in any  event  require  the  Trustee  or the  Securities  Administrator  to  perform,  or be
responsible  for the manner of performance  of, any of the obligations of the Master Servicer under this Agreement,
except during such time,  if any, as the Trustee shall be the successor to, and be vested with the rights,  duties,
powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.

(e) Except for those  actions  that the Trustee or the  Securities  Administrator  is  required to take  hereunder,
neither the Trustee nor the Securities  Administrator  shall have any obligation or liability to take any action or
to refrain from taking any action hereunder in the absence of written direction as provided hereunder.

Section 9.02. Certain  Matters  Affecting  the  Trustee  and the  Securities  Administrator.  Except  as  otherwise
provided in Section 9.01:

(a)               The  Trustee  and the  Securities  Administrator  may rely and  shall be  protected  in acting or
refraining from acting in reliance on any  resolution,  certificate of the Securities  Administrator  (with respect
to the Trustee  only),  the  Depositor,  the Master  Servicer or a Servicer,  certificate  of auditors or any other
certificate,  statement,  instrument,  opinion, report, notice, request,  consent, order, appraisal,  bond or other
paper or  document  believed  by it to be genuine  and to have been  signed or  presented  by the  proper  party or
parties;

(b) The Trustee and the  Securities  Administrator  may consult  with counsel and any advice of such counsel or any
Opinion of Counsel  shall be full and complete  authorization  and  protection  with respect to any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(c) Neither the Trustee nor the  Securities  Administrator  shall be under any  obligation  to exercise  any of the
trusts or powers  vested in it by this  Agreement,  other than its  obligation  to give  notices  pursuant  to this
Agreement,  or to  institute,  conduct or defend any  litigation  hereunder  or in relation  hereto at the request,
order or direction of any of the  Certificateholders  pursuant to the  provisions  of this  Agreement,  unless such
Certificateholders  shall have offered to the Trustee reasonable security or indemnity against the costs,  expenses
and liabilities  which may be incurred therein or thereby.  Nothing  contained herein shall,  however,  relieve the
Trustee  of the  obligation,  upon the  occurrence  of an Event of Default  of which a  Responsible  Officer of the
Trustee  has actual  knowledge  (which has not been cured or  waived),  to  exercise  such of the rights and powers
vested  in it by this  Agreement,  and to use the same  degree of care and  skill in their  exercise,  as a prudent
person would exercise under the circumstances in the conduct of his own affairs;

(d) Prior to the  occurrence  of an Event of  Default  hereunder  and after the  curing or waiver of all  Events of
Default  which may have  occurred,  neither  the Trustee nor the  Securities  Administrator  shall be liable in its
individual  capacity  for any action  taken,  suffered  or omitted  by it in good  faith and  believed  by it to be
authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(e) Neither the Trustee nor the  Securities  Administrator  shall be bound to make any  investigation
into the facts or matters stated in any resolution,  certificate,  statement,  instrument, opinion, report, notice,
request,  consent,  order,  approval,  bond or other paper or  document,  unless  requested  in writing to do so by
Holders of Certificates  evidencing  Fractional Undivided Interests aggregating not less than 25% of the Trust Fund
and  provided  that the  payment  within a  reasonable  time to the  Trustee or the  Securities  Administrator,  as
applicable,  of the costs,  expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the  Opinion of the  Trustee or the  Securities  Administrator,  as  applicable,  reasonably  assured to the
Trustee or the  Securities  Administrator,  as  applicable,  by the  security  afforded  to it by the terms of this
Agreement.  The Trustee or the Securities  Administrator may require  reasonable  indemnity against such expense or
liability as a condition to taking any such  action.  The  reasonable  expense of every such  examination  shall be
paid by the Certificateholders requesting the investigation;

(f) The Trustee and the Securities  Administrator  may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or through Affiliates,  agents or attorneys;  provided,  however, that the Trustee
may not appoint any agent  (other  than the  Custodian)  to perform its  custodial  functions  with  respect to the
Mortgage Files or paying agent  functions  under this Agreement  without the express  written consent of the Master
Servicer,  which consent will not be unreasonably  withheld.  Neither the Trustee nor the Securities  Administrator
shall be liable  or  responsible  for the  misconduct  or  negligence  of any of the  Trustee's  or the  Securities
Administrator's  agents or  attorneys  or a custodian  or paying  agent  appointed  hereunder by the Trustee or the
Securities Administrator with due care and, when required, with the consent of the Master Servicer;

(g) Should the  Trustee or the  Securities  Administrator  deem the nature of any action  required on
its part, other than a payment or transfer by the Securities  Administrator under  Section 4.01(b) or Section 4.04,
to be unclear,  the Trustee or the Securities  Administrator,  respectively,  may require prior to such action that
it be provided by the Depositor with reasonable further instructions;

(h) The right of the Trustee or the Securities  Administrator to perform any  discretionary  act enumerated in this
Agreement  shall not be  construed as a duty,  and neither the Trustee nor the  Securities  Administrator  shall be
accountable for other than its negligence or willful misconduct in the performance of any such act;

(i) Neither the Trustee nor the Securities  Administrator shall be required to give any bond or surety with respect
to the execution of the trust created hereby or the powers granted  hereunder,  except as provided in Section 9.07;
and

(j) Neither  the  Trustee  nor the  Securities  Administrator  shall  have  any duty to  conduct  any
affirmative  investigation  as to the occurrence of any condition  requiring the repurchase of any Mortgage Loan by
the Sponsor  pursuant to this  Agreement,  the Mortgage Loan Purchase  Agreement or the eligibility of any Mortgage
Loan for purposes of this Agreement.

Section 9.03. Trustee and Securities  Administrator  Not Liable for  Certificates or Mortgage  Loans.  The recitals
contained  herein  and in the  Certificates  (other  than the  signature  and  countersignature  of the  Securities
Administrator on the Certificates)  shall be taken as the statements of the Depositor,  and neither the Trustee nor
the Securities  Administrator  shall have any  responsibility  for their  correctness.  Neither the Trustee nor the
Securities  Administrator  makes any  representation  as to the validity or sufficiency of the Certificates  (other
than the signature and  countersignature  of the Securities  Administrator on the  Certificates) or of any Mortgage
Loan except as expressly  provided in Sections 2.02 and 2.05 hereof;  provided,  however,  that the foregoing shall
not relieve the Trustee of the  obligation to review the Mortgage  Files  pursuant to Sections  2.02 and 2.04.  The
Securities  Administrator's  signature and  countersignature (or countersignature of its agent) on the Certificates
shall be  solely  in its  capacity  as  Securities  Administrator  and shall not  constitute  the  Certificates  an
obligation  of the  Securities  Administrator  in any  other  capacity.  Neither  the  Trustee  nor the  Securities
Administrator  shall be accountable  for the use or application by the Depositor of any of the  Certificates  or of
the proceeds of such  Certificates,  or for the use or  application of any funds paid to the Depositor with respect
to the  Mortgage  Loans.  Subject to the  provisions  of  Section 2.05,  neither  the  Trustee  nor the  Securities
Administrator  shall be  responsible  for the legality or validity of this  Agreement or any document or instrument
relating to this  Agreement,  the  validity of the  execution  of this  Agreement  or of any  supplement  hereto or
instrument of further  assurance,  or the validity,  priority,  perfection or  sufficiency  of the security for the
Certificates  issued  hereunder  or  intended  to be issued  hereunder.  Neither  the  Trustee  nor the  Securities
Administrator  shall  at any time  have any  responsibility  or  liability  for or with  respect  to the  legality,
validity and  enforceability  of any Mortgage or any Mortgage  Loan, or the perfection and priority of any Mortgage
or the  maintenance  of any such  perfection and priority,  or for or with respect to the  sufficiency of the Trust
Fund or its ability to generate  the  payments  to be  distributed  to  Certificateholders,  under this  Agreement.
Neither the Trustee nor the  Securities  Administrator  shall have any  responsibility  for filing any financing or
continuation  statement in any public office at any time or to otherwise  perfect or maintain the perfection of any
security  interest  or lien  granted to it  hereunder  or to record  this  Agreement  other  than any  continuation
statements filed by the Trustee pursuant to Section 3.20.

Section 9.04. Trustee  and  Securities  Administrator  May  Own  Certificates.   The  Trustee  and  the  Securities
Administrator  in  their   individual   capacities  or  in  any  capacity  other  than  as  Trustee  or  Securities
Administrator,  hereunder  may become the owner or pledgee of any  Certificates  with the same rights it would have
if it were not the  Trustee  or the  Securities  Administrator,  as  applicable,  and may  otherwise  deal with the
parties hereto.

Section 9.05. Trustee's and  Securities  Administrator's  Fees and  Expenses.  The fees and expenses of the Trustee
shall be paid in  accordance  with a side  letter  agreement  between  the  Trustee  and the Master  Servicer.  The
Securities  Administrator  shall  be paid by the  Master  Servicer  from the  Master  Servicer's  compensation.  In
addition,  the Trustee and the Securities  Administrator will be entitled to recover from the Distribution  Account
pursuant to Section 4.05(l) all reasonable  out-of-pocket expenses,  disbursements and advances and the expenses of
the Trustee and the  Securities  Administrator,  respectively,  in connection  with such Person's  compliance  with
Section 3.23,  any Event of Default,  any breach of this  Agreement,  the termination of the Master  Servicer,  the
appointment  of a successor  Master  Servicer  and,  if  applicable,  any  transfer  of  servicing  as set forth in
Section 8.02(b),  or as  otherwise  set forth  herein,  or any claim or legal  action  (including  any  pending  or
threatened  claim or legal  action)  incurred or made by or against the  Trustee or the  Securities  Administrator,
respectively,  in the administration of the trusts hereunder (including the reasonable  compensation,  expenses and
disbursements  of its counsel)  except any such expense,  disbursement  or advance as may arise from its negligence
or intentional  misconduct or which is the responsibility of the  Certificateholders.  If funds in the Distribution
Account are insufficient  therefor,  the Trustee and the Securities  Administrator shall recover such expenses from
the Depositor.  Such  compensation  and  reimbursement  obligation  shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust.

Section 9.06. Eligibility  Requirements  for Trustee and  Securities  Administrator.  The Trustee and any successor
Trustee and the  Securities  Administrator  and any  successor  Securities  Administrator  shall  during the entire
duration of this Agreement be a state bank or trust company or a national banking  association  organized and doing
business  under the laws of such state or the United  States of  America,  authorized  under such laws to  exercise
corporate trust powers,  having a combined  capital and surplus and undivided  profits of at least  $40,000,000 or,
in the case of a  successor  Trustee,  $50,000,000,  subject  to  supervision  or  examination  by federal or state
authority  and, in the case of the  Trustee,  rated "BBB" or higher by S&P with respect to their  long-term  rating
and rated  "BBB" or  higher by S&P and  "Baa2" or higher by  Moody's  with  respect  to any  outstanding  long-term
unsecured  unsubordinated  debt,  and, in the case of a successor  Trustee or  successor  Securities  Administrator
other than pursuant to  Section 9.10,  rated in one of the two highest  long-term debt  categories of, or otherwise
acceptable  to, each of the Rating  Agencies.  If the Trustee  publishes  reports of condition  at least  annually,
pursuant to law or to the requirements of the aforesaid  supervising or examining authority,  then for the purposes
of this  Section 9.06 the combined  capital and surplus of such corporation  shall be deemed to be its total equity
capital  (combined  capital and surplus) as set forth in its most recent report of condition so published.  In case
at any time the  Trustee  or the  Securities  Administrator  shall  cease to be  eligible  in  accordance  with the
provisions of this  Section 9.06,  the Trustee or the  Securities  Administrator  shall resign  immediately  in the
manner and with the effect specified in Section 9.08.

Section 9.07. Insurance.  The Trustee and the Securities  Administrator,  at their own expense,  shall at all times
maintain  and keep in full  force and  effect:  (i) fidelity  insurance,  (ii) theft  of  documents  insurance  and
(iii) forgery  insurance (which may be collectively  satisfied by a "Financial Institution Bond" and/or a "Bankers'
Blanket Bond").  All such insurance  shall be in amounts,  with standard  coverage and subject to  deductibles,  as
are  customary  for  insurance  typically  maintained  by banks or their  affiliates  which act as  custodians  for
investor-owned  mortgage  pools. A certificate of an officer of the Trustee or the Securities  Administrator  as to
the  Trustee's  or the  Securities  Administrator's,  respectively,  compliance  with  this  Section 9.07  shall be
furnished to any Certificateholder upon reasonable written request.

Section 9.08. Resignation  and  Removal of the  Trustee  and  Securities  Administrator.  (a) The  Trustee  and the
Securities  Administrator  may at any time resign and be discharged from the Trust hereby created by giving written
notice thereof to the Depositor and the Master Servicer,  with a copy to the Rating  Agencies.  Upon receiving such
notice of  resignation,  the  Depositor  shall  promptly  appoint  a  successor  Trustee  or  successor  Securities
Administrator,  as  applicable,  by  written  instrument,  in  triplicate,  one copy of which  instrument  shall be
delivered to each of the resigning  Trustee or Securities  Administrator,  as applicable,  the successor Trustee or
Securities  Administrator,  as applicable.  If no successor Trustee or Securities  Administrator shall have been so
appointed  and have  accepted  appointment  within 30 days  after the  giving of such  notice of  resignation,  the
resigning  Trustee  or  Securities  Administrator  may  petition  any  court  of  competent  jurisdiction  for  the
appointment of a successor Trustee or Securities Administrator.

(b) If at any time the Trustee or the Securities  Administrator  shall cease to be eligible in accordance  with the
provisions of Section 9.06  and shall fail to resign after written  request  therefor by the Depositor or if at any
time the  Trustee  or the  Securities  Administrator  shall  become  incapable  of acting,  or shall be  adjudged a
bankrupt or insolvent,  or a receiver of the Trustee or the  Securities  Administrator,  as  applicable,  or of its
property  shall be appointed,  or any public  officer shall take charge or control of the Trustee or the Securities
Administrator,  as applicable,  or of its property or affairs for the purpose of  rehabilitation,  conservation  or
liquidation,  then the Depositor shall promptly  remove the Trustee,  or shall be entitled to remove the Securities
Administrator,  as applicable,  and appoint a successor  Trustee or Securities  Administrator,  as  applicable,  by
written  instrument,  in  triplicate,  one copy of which  instrument  shall be  delivered to each of the Trustee or
Securities  Administrator,  as applicable,  so removed, and the successor Trustee or Securities  Administrator,  as
applicable.

(c) The Holders of Certificates  evidencing  Fractional  Undivided  Interests  aggregating not less than 51% of the
Trust Fund may at any time remove the Trustee or the Securities  Administrator  and appoint a successor  Trustee or
Securities  Administrator by written instrument or instruments,  in quintuplicate,  signed by such Holders or their
attorneys-in-fact duly authorized,  one complete set of which instruments shall be delivered to the Depositor,  the
Master  Servicer,  the  Securities  Administrator  (if the Trustee is  removed),  the  Trustee  (if the  Securities
Administrator  is  removed),  and  the  Trustee  or  Securities  Administrator  so  removed  and the  successor  so
appointed.  In the event that the Trustee or  Securities  Administrator  is removed by the Holders of  Certificates
in accordance  with this  Section 9.08(c),  the Holders of such  Certificates  shall be responsible  for paying any
compensation  payable  hereunder to a successor  Trustee or successor  Securities  Administrator,  in excess of the
amount paid hereunder to the predecessor Trustee or predecessor Securities Administrator, as applicable.

(d) No  resignation  or removal of the  Trustee or the  Securities  Administrator  and  appointment  of a successor
Trustee or Securities  Administrator  pursuant to any of the provisions of this Section 9.08 shall become effective
except  upon  appointment  of  and  acceptance  of  such  appointment  by  the  successor   Trustee  or  Securities
Administrator as provided in Section 9.09.

Section 9.09. Successor  Trustee and Successor  Securities  Administrator.  (a) Any successor Trustee or Securities
Administrator  appointed as provided in  Section 9.08  shall execute,  acknowledge and deliver to the Depositor and
to its predecessor  Trustee or Securities  Administrator an instrument  accepting such appointment  hereunder.  The
resignation  or removal of the  predecessor  Trustee or Securities  Administrator  shall then become  effective and
such  successor  Trustee or Securities  Administrator,  without any further act, deed or  conveyance,  shall become
fully vested with all the rights,  powers,  duties and obligations of its predecessor  hereunder,  with like effect
as if  originally  named as Trustee or  Securities  Administrator  herein.  The  predecessor  Trustee or Securities
Administrator  shall,  after its receipt of payment in full of its outstanding  fees and expenses  promptly deliver
to the successor Trustee or Securities  Administrator,  as applicable,  all assets and records of the Trust held by
it hereunder,  and the Depositor and the  predecessor  Trustee or Securities  Administrator,  as applicable,  shall
execute and deliver  such  instruments  and do such other things as may  reasonably  be required for more fully and
certainly  vesting and confirming in the successor  Trustee or Securities  Administrator,  as applicable,  all such
rights, powers, duties and obligations.

(b) No successor  Trustee or Securities  Administrator  shall accept  appointment as provided in this  Section 9.09
unless at the time of such acceptance such successor  Trustee or Securities  Administrator  shall be eligible under
the provisions of Section 9.06.

(c) Upon  acceptance  of  appointment  by a  successor  Trustee or  Securities  Administrator  as  provided in this
Section 9.09,  the  successor  Trustee or  Securities  Administrator  shall mail notice of the  succession  of such
Trustee  or  Securities  Administrator  hereunder  to all  Certificateholders  at their  addresses  as shown in the
Certificate  Register and to the Rating  Agencies.  The Company  shall pay the cost of any mailing by the successor
Trustee or Securities Administrator.

Section 9.10. Merger or  Consolidation of Trustee or Securities  Administrator.  Any state bank or trust company or
national banking  association into which the Trustee or the Securities  Administrator may be merged or converted or
with which it may be  consolidated  or any state bank or trust company or national  banking  association  resulting
from any merger,  conversion or consolidation to which the Trustee or the Securities  Administrator,  respectively,
shall be a party,  or any  state  bank or trust  company  or  national  banking  association  succeeding  to all or
substantially  all of the corporate  trust business of the Trustee or the Securities  Administrator,  respectively,
shall be the  successor of the Trustee or the  Securities  Administrator,  respectively,  hereunder,  provided such
state  bank or  trust  company  or  national  banking  association  shall  be  eligible  under  the  provisions  of
Section 9.06.  Such succession  shall be valid without the execution,  delivery of notice or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 9.11. Appointment of Co-Trustee or Separate Trustee.  (a)  Notwithstanding  any other provisions hereof, at
any time, for the purpose of meeting any legal  requirements of any  jurisdiction in which any part of the Trust or
property  constituting  the same may at the time be located,  the  Depositor and the Trustee  acting  jointly shall
have the power and shall  execute and  deliver  all  instruments  to appoint  one or more  Persons  approved by the
Trustee and the Depositor to act as co-trustee or  co-trustees,  jointly with the Trustee,  or separate  trustee or
separate trustees,  of all or any part of the Trust, and to vest in such Person or Persons, in such capacity,  such
title to the Trust, or any part thereof,  and, subject to the other provisions of this  Section 9.11,  such powers,
duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable.

(b) If the Depositor shall not have joined in such appointment  within 15 days after the receipt by it of a written
request so to do, the Trustee shall have the power to make such appointment without the Depositor.

(c) No co-trustee or separate  trustee  hereunder shall be required to meet the terms of eligibility as a successor
Trustee under  Section 9.06  hereunder and no notice to  Certificateholders  of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 9.08 hereof.

(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this  Section 9.11,  all rights,
powers,  duties and  obligations  conferred  or imposed  upon the Trustee  and  required  to be  conferred  on such
co-trustee  shall be conferred or imposed upon and exercised or performed by the Trustee and such separate  trustee
or co-trustee  jointly,  except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed  (whether as Trustee  hereunder or as successor  to the Master  Servicer  hereunder),  the
Trustee  shall be  incompetent  or  unqualified  to perform such act or acts,  in which event such rights,  powers,
duties  and  obligations  (including  the  holding  of  title  to the  Trust  or any  portion  thereof  in any such
jurisdiction)  shall be exercised  and  performed by such  separate  trustee or  co-trustee at the direction of the
Trustee.

(e) Any notice,  request or other  writing  given to the Trustee  shall be deemed to have been given to each of the
then separate  trustees and co-trustees,  as effectively as if given to each of them.  Every instrument  appointing
any separate  trustee or  co-trustee  shall refer to this  Agreement  and the  conditions  of this Article IX. Each
separate trustee and co-trustee,  upon its acceptance of the trusts conferred,  shall be vested with the estates or
property  specified in its instrument of  appointment,  either  jointly with the Trustee or  separately,  as may be
provided therein,  subject to all the provisions of this Agreement,  specifically including every provision of this
Agreement  relating to the conduct of, affecting the liability of, or affording  protection to, the Trustee.  Every
such instrument shall be filed with the Trustee.

(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any time,  request the Trustee,
its agent or  attorney-in-fact,  with full power and authority,  to do any lawful act under or with respect to this
Agreement on its behalf and in its name.  If any separate  trustee or  co-trustee  shall die,  become  incapable of
acting,  resign or be removed,  all of its  estates,  properties  rights,  remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor Trustee.

(g) No trustee under this Agreement shall be personally  liable by reason of any act or omission of another trustee
under this  Agreement.  The Depositor and the Trustee acting  jointly may at any time accept the  resignation of or
remove any separate trustee or co-trustee.

Section 9.12. Federal  Information  Returns  and  Reports  to  Certificateholders;  REMIC  Administration.  (a) For
federal  income tax  purposes,  the taxable year of each 2006-5 REMIC shall be a calendar  year and the  Securities
Administrator  shall  maintain  or cause the  maintenance  of the books of each such  2006-5  REMIC on the  accrual
method of accounting.

(b) The Securities  Administrator  shall prepare and file or cause to be filed with the Internal  Revenue  Service,
and the Trustee shall upon the written  instruction of the Securities  Administrator  sign, Federal tax information
returns or  elections  required  to be made  hereunder  with  respect to each  2006-5  REMIC,  the Trust  Fund,  if
applicable,  and the  Certificates  containing  such  information  and at the  times  and in the  manner  as may be
required by the Code or applicable  Treasury  regulations,  and the Securities  Administrator shall furnish to each
Holder of  Certificates  at any time  during  the  calendar  year for which such  returns or reports  are made such
statements  or  information  at the  times  and in the  manner  as may  be  required  thereby,  including,  without
limitation,  reports relating to mortgaged property that is abandoned or foreclosed,  receipt of mortgage interests
in kind in a trade or business,  a  cancellation  of  indebtedness,  interest,  original  issue discount and market
discount or premium (using a constant  prepayment  assumption of 30% CPR for the Group I Mortgage Loans and 25% CPR
for the Group II Mortgage Loans).  The Securities  Administrator will apply for an Employee  Identification  Number
from the IRS  under  Form  SS-4 or any  other  acceptable  method  for all tax  entities.  In  connection  with the
foregoing,  the  Securities  Administrator  shall timely  prepare and file,  and the Trustee shall upon the written
instruction of the Securities  Administrator  sign, IRS Form 8811,  which shall provide the name and address of the
person who can be contacted to obtain  information  required to be reported to the holders of regular  interests in
each 2006-5 REMIC (the "REMIC  Reporting  Agent").  The  Securities  Administrator  on behalf of the Trustee  shall
make  elections to treat each 2006-5 REMIC as a REMIC (which  elections  shall apply to the taxable  period  ending
December 31,  2006  and  each  calendar  year  thereafter)  in  such  manner  as the  Code or  applicable  Treasury
regulations  may prescribe,  and as described by the Securities  Administrator.  The Trustee shall upon the written
instruction of the Securities  Administrator  sign all tax information  returns filed pursuant to this  Section and
any other  returns as may be required by the Code.  The Holder of the largest  percentage  interest in the Residual
Certificates is hereby  designated as the "Tax Matters Person"  (within the meaning of Treas.  Reg.  §§1.860F-4(d))
for each 2006-5 REMIC. The Securities  Administrator  is hereby  designated and appointed as the agent of each such
Tax Matters  Person.  Any Holder of a Residual  Certificate  will by  acceptance  thereof  appoint  the  Securities
Administrator as agent and  attorney-in-fact  for the purpose of acting as Tax Matters Person for each 2006-5 REMIC
during such time as the  Securities  Administrator  does not own any such Residual  Certificate.  In the event that
the Code or applicable Treasury  regulations  prohibit the Trustee from signing tax or information returns or other
statements,  or the Securities  Administrator  from acting as agent for the Tax Matters Person, the Trustee and the
Securities  Administrator  shall take whatever  action that in their sole good faith  judgment is necessary for the
proper filing of such information  returns or for the provision of a tax matters person,  including  designation of
the  Holder of the  largest  percentage  interest  in a  Residual  Certificate  to sign such  returns or act as tax
matters person.  Each Holder of a Residual Certificate shall be bound by this Section.

(c) The  Securities  Administrator  shall  provide  upon  request  and  receipt of  reasonable  compensation,  such
information  as  required in  Section 860D(a)(6)(B)  of the Code to the  Internal  Revenue  Service,  to any Person
purporting to transfer a Residual  Certificate  to a Person other than a transferee  permitted by  Section 5.05(b),
and to any regulated  investment  company,  real estate investment trust,  common trust fund,  partnership,  trust,
estate,  organization  described in  Section 1381  of the Code,  or nominee  holding an interest in a  pass-through
entity  described in  Section 860E(e)(6)  of the Code, any record holder of which is not a transferee  permitted by
Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).

(d) The  Securities  Administrator  shall  prepare and file or cause to be filed,  and the  Trustee  shall upon the
written  instruction of the Securities  Administrator  sign, any state income tax returns required under Applicable
State Law with respect to each REMIC or the Trust Fund.

(e) Notwithstanding  any other  provision of this  Agreement,  the Securities  Administrator  shall comply with all
federal withholding  requirements  respecting payments to Certificateholders of interest or original issue discount
on the Mortgage Loans,  that the Securities  Administrator  reasonably  believes are applicable under the Code. The
consent  of  Certificateholders  shall  not  be  required  for  such  withholding.  In  the  event  the  Securities
Administrator  withholds any amount from interest or original  issue discount  payments or advances  thereof to any
Certificateholder  pursuant to federal withholding requirements,  the Securities Administrator shall, together with
its monthly report to such Certificateholders, indicate such amount withheld.

(f) The Trustee and the Securities  Administrator each agrees to indemnify the Trust Fund and the Depositor for any
taxes and costs including,  without limitation,  any reasonable  attorneys fees imposed on or incurred by the Trust
Fund,  the Depositor or the Master  Servicer,  as a result of a breach by such party of such party's  covenants set
forth in this Section 9.12;  provided,  however, such liability and obligation to indemnify in this paragraph shall
be several and not joint and the Trustee and the  Securities  Administrator  shall not be liable or be obligated to
indemnify  the Trust Fund for the  failure by the other to perform any duty under this  Agreement  or the breach by
the other of any covenant in this Agreement.

                                                     ARTICLE X
                                                    Termination

Section 10.01. Termination  Upon  Repurchase  by EMC or its  Designee or  Liquidation  of the Mortgage  Loans.  (a)
Subject to  Section 10.02,  the respective  obligations and  responsibilities  of the Depositor,  the Trustee,  the
Master  Servicer and the  Securities  Administrator  created  hereby,  other than the  obligation of the Securities
Administrator to make payments to Certificateholders as set forth in this Section 10.01 shall terminate:

(i) in accordance  with  Section 10.01(c),  the  repurchase by or at the direction of EMC or its designee of all of
the Mortgage  Loans in each of Loan Group I and Loan Group II (which  repurchase of the Group I Mortgage  Loans and
the Group II Mortgage Loans may occur on separate  dates) and all related REO Property  remaining in the Trust at a
price (the  "Termination  Purchase  Price") equal to the sum of (without  duplication)  (a) 100% of the Outstanding
Principal  Balance of each  Mortgage Loan in such Loan  Group (other  than a Mortgage Loan related to REO Property)
as of the date of repurchase,  net of the principal  portion of any  unreimbursed  Monthly Advances on the Mortgage
Loans  relating to the  Mortgage  Loans made by the  purchaser,  plus  accrued but unpaid  interest  thereon at the
applicable  Mortgage  Interest  Rate to,  but not  including,  the first day of the  month of  repurchase,  (b) the
appraised  value of any  related  REO  Property,  less the good faith  estimate  of the  Depositor  of  liquidation
expenses to be incurred in  connection  with its  disposal  thereof  (but not more than the  Outstanding  Principal
Balance of the related Mortgage Loan,  together with interest at the applicable  Mortgage  Interest Rate accrued on
that balance but unpaid to, but not  including,  the first day of the month of  repurchase),  such  appraisal to be
calculated by an appraiser  mutually  agreed upon by the Depositor and the Trustee at the expense of the Depositor,
(c) unreimbursed  out-of pocket costs of the Master Servicer,  including  unreimbursed  servicing  advances and the
principal  portion of any  unreimbursed  Monthly  Advances,  made on the Mortgage Loans in such Loan Group prior to
the exercise of such  repurchase  right,  (d) any costs and damages  incurred by the Trust in  connection  with any
violation of any  predatory  or abusive  lending laws with  respect to a Mortgage  Loan,  and (e) any  unreimbursed
costs  and  expenses  of  the  Trustee,  the  Custodian  and  the  Securities  Administrator  payable  pursuant  to
Section 9.05;

(ii) the later of the making of the final payment or other  liquidation,  or any advance with respect  thereto,  of
the last Mortgage Loan,  remaining in the Trust Fund or the  disposition  of all property  acquired with respect to
any Mortgage Loan; provided,  however,  that in the event that an advance has been made, but not yet recovered,  at
the time of such  termination,  the Person having made such advance  shall be entitled to receive,  notwithstanding
such termination, any payments received subsequent thereto with respect to which such advance was made; or

(iii) the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement.

(b) In no event, however,  shall the Trust created hereby continue beyond the expiration of 21 years from the death
of the last  survivor of the  descendants  of Joseph P.  Kennedy,  the late  Ambassador of the United States to the
Court of St. James's, living on the date of this Agreement.

(c) (i)           The  right of EMC or its  designee  to  repurchase  Group I  Mortgage  Loans and  related  assets
described in  Section 10.01(a)(i)  above shall be exercisable only if the aggregate Stated Principal Balance of the
Mortgage Loans at the time of any such repurchase is less than 20% of the sum of the Cut-off Date Balance.

(ii) The right of EMC or its  designee to  repurchase  Group II  Mortgage  Loans and related  assets  described  in
Section 10.01(a)(i)  above shall be  exercisable  only if the aggregate  Stated  Principal  Balance of the Mortgage
Loans at the time of any such repurchase is less than 10% of the sum of the Cut-off Date Balance.

(iii) The  right  of  EMC  or  its  designee  to  repurchase  all  the  assets  of  the  Trust  Fund  described  in
Section 10.01(a)(i)  above shall also be exercisable if the Depositor,  based upon an Opinion of Counsel  addressed
to the Depositor,  the Trustee and the Securities  Administrator has determined that the REMIC status of any 2006-5
REMIC has been lost or that a  substantial  risk  exists that such REMIC  status will be lost for the  then-current
taxable year.

(iv) At any time  thereafter,  in the case of (i) and  (ii) or (iii) above,  EMC may elect to terminate  any 2006-5
REMIC at any time,  and upon such  election,  the Depositor or its  designee,  shall  purchase in  accordance  with
Section 10.01(a)(i) above all the assets of the Trust Fund.

(d) The Securities  Administrator  shall give notice of any termination to the  Certificateholders,  with a copy to
the Master  Servicer and the Trustee and the Rating  Agencies  upon which the  Certificateholders  shall  surrender
their  Certificates to the Securities  Administrator for payment of the final  distribution and cancellation.  Such
notice  shall be given by  letter,  mailed  not  earlier  than the l5th day and not later  than the 25th day of the
month next preceding the month of such final distribution,  and shall specify (i) the  Distribution Date upon which
final  payment  of the  Certificates  will be made upon  presentation  and  surrender  of the  Certificates  at the
Corporate  Trust Office of the  Securities  Administrator  therein  designated,  (ii) the  amount of any such final
payment and (iii) that the Record Date otherwise  applicable to such Distribution Date is not applicable,  payments
being  made only  upon  presentation  and  surrender  of the  Certificates  at the  Corporate  Trust  Office of the
Securities Administrator therein specified.

(e) If the  option of EMC to  repurchase  or cause the  repurchase  of all Group I  Mortgage  Loans or the Group II
Mortgage Loans and the related assets  described in  Section 10.01(c)  above is exercised,  EMC and/or its designee
shall deliver to the Securities  Administrator for deposit in the Distribution  Account,  by the Business Day prior
to the  applicable  Distribution  Date, an amount equal to the  Termination  Purchase  Price of the Mortgage  Loans
being  repurchased on such Distribution  Date. Upon  presentation and surrender of the related  Certificates by the
related  Certificateholders,  the Securities Administrator shall distribute to such Certificateholders from amounts
then on  deposit  in the  Distribution  Account  an  amount  determined  as  follows:  with  respect  to each  such
Certificate (other than the Class II-X Certificates,  the Residual  Certificates and the Class I-XP  Certificates),
the  outstanding  Certificate  Principal  Balance,  plus with  respect  to each such  Certificate  (other  than the
Residual  Certificates  and  the  Class  I-XP  Certificates),  one  month's  interest  thereon  at  the  applicable
Pass-Through  Rate; and with respect to the Class R Certificates  and the Class I-XP  Certificates,  the percentage
interest evidenced thereby multiplied by the difference,  if any, between the above described  repurchase price and
the  aggregate  amount to be  distributed  to the Holders of the  related  Certificates  (other  than the  Residual
Certificates and the Class I-XP Certificates).  If the amounts then on deposit in the Distribution  Account are not
sufficient  to pay all of the related  Certificates  in full (other than the  Residual  Certificates  and the Class
I-XP  Certificates),  any such  deficiency  will be allocated  in the case of a repurchase  of the Group I Mortgage
Loans,  first, to the Class I-B  Certificates,  in inverse order of their  numerical  designation,  second,  to the
Class  I-M  Certificates,  in  inverse  order of  their  numerical  designation,  and  then to the  related  Senior
Certificates,  on a pro rata basis,  and in the case of a repurchase of the Group II Mortgage Loans,  first, to the
Class  II-B  Certificates,  in  inverse  order of their  numerical  designation,  and  then to the  related  Senior
Certificates,  on a pro rata  basis.  Upon  deposit  of the  required  repurchase  price and  following  such final
Distribution  Date for the related  Certificates,  the Trustee shall cause the Custodian to promptly release to EMC
and/or its designee the Mortgage Files for the remaining  applicable  Mortgage Loans, and the Accounts with respect
thereto shall terminate,  subject to the Securities  Administrator's  obligation to hold any amounts payable to the
related  Certificateholders  in trust without interest pending final  distributions  pursuant to  Section 10.01(g).
After final distributions  pursuant to Section 10.01(g) to all  Certificateholders,  any other amounts remaining in
the Accounts will belong to the Depositor.

(f) In the event that this  Agreement is terminated by reason of the payment or  liquidation  of all Mortgage Loans
or the  disposition of all property  acquired with respect to all Mortgage Loans under  Section 10.01(a)(ii) above,
upon the  presentation  and surrender of the  Certificates,  the Securities  Administrator  shall distribute to the
remaining  Certificateholders,  in accordance with their respective interests,  all distributable amounts remaining
in the  Distribution  Account.  Following  such final  Distribution  Date,  the  Trustee  shall  release  (or shall
instruct the  Custodian,  on its behalf,  to release)  promptly to the Depositor or its designee the Mortgage Files
for the  remaining  Mortgage  Loans,  and the  Distribution  Account  shall  terminate,  subject to the  Securities
Administrator's  obligation  to hold any  amounts  payable  to the  Certificateholders  in trust  without  interest
pending final distributions pursuant to this Section 10.01(f).

(g) If not all of the  Certificateholders  shall surrender their  Certificates for  cancellation  within six months
after the time specified in the  above-mentioned  written notice, the Securities  Administrator shall give a second
written notice to the remaining  Certificateholders  to surrender their  Certificates  for cancellation and receive
the  final  distribution  with  respect  thereto.  If  within  six  months  after the  second  notice,  not all the
Certificates  shall have been  surrendered for  cancellation,  the Securities  Administrator  may take  appropriate
steps,  or appoint any agent to take  appropriate  steps,  to contact the remaining  Certificateholders  concerning
surrender  of their  Certificates,  and the cost  thereof  shall be paid out of the funds and  other  assets  which
remain subject to this Agreement.

(h) EMC, if it is not the Master Servicer,  or its designee,  as applicable,  shall be deemed to represent that one
of the  following  will be true and  correct:  (i) the  exercise  of the  optional  termination  right set forth in
Section 10.01  shall not result in a non-exempt  prohibited  transaction under ERISA or Section 4975 of the Code or
(ii) EMC or such designee,  as  applicable,  is (A) not a party in interest with respect to any Plan and (B) is not
a "benefit plan investor"  (other than a plan  sponsored or maintained by EMC or the designee,  as the case may be,
provided that no assets of such plan are invested or deemed to be invested in the  Certificates).  If the holder of
the optional  termination  right is unable to exercise  such option by reason of the preceding  sentence,  then the
Master Servicer may exercise such option.

Section 10.02. Additional  Termination  Requirements.  (a) If the option of the  Depositor  to  repurchase  all the
Mortgage  Loans  under  Section 10.01(a)(i)  above is  exercised,  the Trust Fund and each  2006-5  REMIC  shall be
terminated in accordance  with the following  additional  requirements,  unless the Trustee has been furnished with
an Opinion of Counsel  addressed  to the  Trustee to the effect  that the  failure of the Trust to comply  with the
requirements of this Section 10.02  will not (i) result in the imposition of taxes on "prohibited  transactions" as
defined in  Section 860F  of the Code on each 2006-5 REMIC or  (ii) cause  any 2006-5 REMIC to fail to qualify as a
2006-5 REMIC at any time that any Regular Certificates are outstanding:

(i) within 90 days prior to the final  Distribution  Date, at the written  direction of Depositor,  the  Securities
Administrator,  as agent for the  respective  Tax Matters  Persons,  shall adopt a plan of complete  liquidation of
each 2006-5 REMIC in the case of a termination  under  Section 10.01(a)(i).  Such plan,  which shall be provided to
the Securities  Administrator  by the Depositor,  shall meet the  requirements of a "qualified  liquidation"  under
Section 860F of the Code and any regulations thereunder.

(ii) the Depositor  shall notify the Trustee and the Securities  Administrator  at the  commencement of such 90-day
liquidation  period  and,  at or prior  to the  time of  making  of the  final  payment  on the  Certificates,  the
Securities  Administrator  shall  sell or  otherwise  dispose of all of the  remaining  assets of the Trust Fund in
accordance with the terms hereof; and

(iii) at or after the time of adoption of such a plan of complete  liquidation  of any 2006-5 REMIC and at or prior
to the final  Distribution  Date, the Securities  Administrator  shall sell for cash all of the assets of the Trust
to or at the direction of the Depositor, and each 2006-5 REMIC, shall terminate at such time.

(b) By their acceptance of the Residual Certificates,  the Holders thereof hereby (i) agree to adopt such a plan of
complete  liquidation  of the related  2006-5  REMIC upon the written  request of the  Depositor,  and to take such
action in connection  therewith as may be reasonably  requested by the Depositor and  (ii) appoint the Depositor as
their  attorney-in-fact,  with full  power of  substitution,  for  purposes  of  adopting  such a plan of  complete
liquidation.  The  Securities  Administrator  on behalf of the  Trustee  shall  adopt such plan of  liquidation  by
filing the  appropriate  statement  on the final tax return of each 2006-5  REMIC.  Upon  complete  liquidation  or
final distribution of all of the assets of the Trust Fund, the Trust Fund and each 2006-5 REMIC shall terminate.

                                                    ARTICLE XI

                                             Miscellaneous Provisions

Section 11.01. Intent of  Parties.  The  parties  intend  that each  2006-5  REMIC  shall be treated as a REMIC for
federal income tax purposes and that the  provisions of this  Agreement  should be construed in furtherance of this
intent.  Notwithstanding any other express or implied agreement to the contrary,  the Sponsor, the Master Servicer,
the Securities  Administrator,  the Depositor,  the Trustee,  each recipient of the related  Prospectus  Supplement
and, by its acceptance  thereof,  each holder of a Certificate,  agrees and acknowledges that each party hereto has
agreed that each of them and their  employees,  representatives  and other agents may  disclose,  immediately  upon
commencement of  discussions,  to any and all persons the tax treatment and tax structure of the  Certificates  and
the 2006-5 REMICs,  the transactions  described herein and all materials of any kind (including  opinions and other
tax  analyses)  that are provided to any of them  relating to such tax  treatment  and tax  structure  except where
confidentiality  is reasonably  necessary to comply with the securities  laws of any applicable  jurisdiction.  For
purposes of this  paragraph,  the terms "tax treatment" and "tax structure" have the meanings set forth in Treasury
Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).

Section 11.02. Amendment.  (a) This Agreement may be amended from time to time by the Company,  the Depositor,  the
Master  Servicer,  the  Securities  Administrator  and the Trustee,  without notice to or the consent of any of the
Certificateholders,  to (i) cure any  ambiguity,  (ii) correct  or  supplement  any  provisions  herein that may be
defective or inconsistent with any other provisions  herein,  (iii) conform any provisions herein to the provisions
in the  Prospectus,  (iv) comply  with any changes in the Code,  (v) to revise or correct any provisions to reflect
the  obligations  of the  parties  to this  Agreement  as they  relate  to  Regulation  AB or  (vi) make  any other
provisions with respect to matters or questions  arising under this Agreement which shall not be inconsistent  with
the  provisions  of this  Agreement;  provided,  however,  that  with  respect  to  clauses  (iv)  and (vi) of this
Section 11.02(a),  such action  shall not, as  evidenced  by an Opinion of  Independent  Counsel,  addressed to the
Trustee,  adversely  affect  in any  material  respect  the  interests  of any  Certificateholder.  Notwithstanding
anything  contained in  Section 3.23,  this Agreement shall not be amended without the agreement of all the parties
hereto.

(b) This Agreement may also be amended from time to time by the Company,  the Master Servicer,  the Depositor,  the
Securities  Administrator and the Trustee,  with the consent of the Holders of Certificates  evidencing  Fractional
Undivided  Interests  aggregating  not less than 51% of the Trust Fund or of the applicable  Class or  Classes,  if
such amendment affects only such Class or  Classes,  for the purpose of adding any provisions to or changing in any
manner or  eliminating  any of the  provisions  of this  Agreement  or of modifying in any manner the rights of the
Certificateholders;  provided,  however,  that no such amendment  shall  (i) reduce in any manner the amount of, or
delay the timing of,  payments  received on Mortgage Loans which are required to be distributed on any  Certificate
without the consent of the Holder of such  Certificate,  (ii) reduce the aforesaid  percentage of Certificates  the
Holders  of which are  required  to consent  to any such  amendment,  without  the  consent  of the  Holders of all
Certificates  then  outstanding,  or (iii) cause  any 2006-5 REMIC to fail to qualify as a REMIC for federal income
tax purposes,  as evidenced by an Opinion of Independent  Counsel  addressed to the Trustee which shall be provided
to the Trustee other than at the Trustee's  expense.  Notwithstanding  any other provision of this  Agreement,  for
purposes of the giving or withholding of consents  pursuant to this  Section 11.02(b),  Certificates  registered in
the name of or held for the benefit of the Depositor,  the Securities  Administrator,  the Master Servicer,  or the
Trustee or any Affiliate  thereof shall be entitled to vote their  Fractional  Undivided  Interests with respect to
matters affecting such Certificates.

(c) Promptly after the execution of any such amendment,  the Securities  Administrator shall furnish a copy of such
amendment  or written  notification  of the  substance  of such  amendment  to each  Certificateholder,  the Rating
Agencies and the Trustee.

(d) In the case of an amendment under Section 11.02(b)  above, it shall not be necessary for the Certificateholders
to approve the  particular  form of such an amendment.  Rather,  it shall be  sufficient if the  Certificateholders
approve  the  substance  of  the  amendment.   The  manner  of  obtaining  such  consents  and  of  evidencing  the
authorization of the execution  thereof by  Certificateholders  shall be subject to such reasonable  regulations as
the Securities Administrator may prescribe.

(e) Prior to the execution of any amendment to this Agreement,  the Trustee and the Securities  Administrator shall
be  entitled  to  receive  and rely  upon an  Opinion  of  Counsel  addressed  to the  Trustee  and the  Securities
Administrator  stating that the  execution of such  amendment is  authorized  or permitted by this  Agreement.  The
Trustee and the Securities  Administrator  may, but shall not be obligated to, enter into any such amendment  which
affects the Trustee's or the Securities  Administrator's  own respective  rights,  duties or immunities  under this
Agreement.

Section 11.03. Recordation of Agreement.  To the extent  permitted by applicable  law, this Agreement is subject to
recordation in all  appropriate  public offices for real property  records in all the counties or other  comparable
jurisdictions in which any or all of the Mortgaged  Properties are situated,  and in any other  appropriate  public
recording office or elsewhere.  The Depositor shall effect such  recordation,  at the expense of the Trust upon the
request in writing of a  Certificateholder,  but only if such  direction  is  accompanied  by an Opinion of Counsel
(provided  at the expense of the  Certificateholder  requesting  recordation)  to the effect that such  recordation
would materially and beneficially affect the interests of the Certificateholders or is required by law.

Section 11.04. Limitation on Rights of  Certificateholders.  (a) The death or  incapacity of any  Certificateholder
shall not terminate this Agreement or the Trust,  nor entitle such  Certificateholder's  legal  representatives  or
heirs to claim an  accounting  or to take any action or  proceeding  in any court for a partition  or winding up of
the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

(b) Except as expressly provided in this Agreement,  no  Certificateholders  shall have any right to vote or in any
manner otherwise  control the operation and management of the Trust, or the obligations of the parties hereto,  nor
shall anything  herein set forth,  or contained in the terms of the  Certificates,  be construed so as to establish
the   Certificateholders   from  time  to  time  as  partners  or  members  of  an   association;   nor  shall  any
Certificateholders  be under any  liability  to any third  Person by reason of any action  taken by the  parties to
this Agreement pursuant to any provision hereof.

(c) No  Certificateholder  shall have any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon, under or with respect to this Agreement  against the Depositor,  the
Securities   Administrator,   the  Master   Servicer  or  any  successor  to  any  such  parties  unless   (i) such
Certificateholder  previously  shall have given to the  Securities  Administrator  a written notice of a continuing
default,  as  herein  provided,   (ii) the  Holders  of  Certificates  evidencing  Fractional  Undivided  Interests
aggregating  not less than 51% of the Trust Fund shall have made  written  request  upon the  Trustee to  institute
such action,  suit or  proceeding  in its own name as Trustee  hereunder and shall have offered to the Trustee such
reasonable  indemnity as it may require  against the costs and expenses and  liabilities to be incurred  therein or
thereby,  and  (iii) the  Trustee,  for 60 days after its receipt of such notice,  request and offer of  indemnity,
shall have neglected or refused to institute any such action, suit or proceeding.

(d) No one or more  Certificateholders  shall have any right by virtue of any provision of this Agreement to affect
the rights of any other  Certificateholders  or to obtain or seek to obtain  priority or preference  over any other
such  Certificateholder,  or to enforce any right under this  Agreement,  except in the manner herein  provided and
for the equal,  ratable and common benefit of all  Certificateholders.  For the  protection and  enforcement of the
provisions  of this  Section 11.04,  each and every  Certificateholder  and the  Trustee  shall be entitled to such
relief as can be given either at law or in equity.

Section 11.05. Acts of Certificateholders.  (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver or other action  provided by this  Agreement to be given or taken by  Certificateholders  may be embodied in
and  evidenced by one or more  instruments  of  substantially  similar tenor signed by such  Certificateholders  in
person or by an agent duly  appointed  in  writing.  Except as herein  otherwise  expressly  provided,  such action
shall become  effective when such  instrument or instruments  are delivered to the  Securities  Administrator  and,
where it is  expressly  required,  to the  Depositor.  Proof of execution  of any such  instrument  or of a writing
appointing  any such agent shall be sufficient  for any purpose of this  Agreement  and  conclusive in favor of the
Securities Administrator and the Depositor, if made in the manner provided in this Section 11.05.

(b) The fact and date of the  execution  by any  Person  of any such  instrument  or  writing  may be proved by the
affidavit of a witness of such  execution or by a certificate  of a notary  public or other  officer  authorized by
law to take  acknowledgments  of  deeds,  certifying  that  the  individual  signing  such  instrument  or  writing
acknowledged  to him the execution  thereof.  Where such  execution is by a signer acting in a capacity  other than
his or her individual  capacity,  such  certificate or affidavit shall also constitute  sufficient  proof of his or
her  authority.  The fact and date of the  execution of any such  instrument  or writing,  or the  authority of the
individual  executing the same,  may also be proved in any other manner which the  Securities  Administrator  deems
sufficient.

(c) The  ownership  of  Certificates   (notwithstanding  any  notation  of  ownership  or  other  writing  on  such
Certificates,  except an endorsement in accordance with Section 5.02 made on a Certificate  presented in accordance
with  Section 5.04)  shall be  proved  by the  Certificate  Register,  and  neither  the  Trustee,  the  Securities
Administrator,  the Depositor,  the Master  Servicer nor any successor to any such parties shall be affected by any
notice to the contrary.

(d) Any request,  demand,  authorization,  direction,  notice, consent, waiver or other action of the holder of any
Certificate  shall bind every future  holder of the same  Certificate  and the holder of every  Certificate  issued
upon the registration of transfer or exchange thereof,  if applicable,  or in lieu thereof with respect to anything
done,  omitted or suffered to be done by the Trustee,  the  Securities  Administrator,  the  Depositor,  the Master
Servicer or any  successor  to any such party in reliance  thereon,  whether or not notation of such action is made
upon such Certificates.

(e) In determining whether the Holders of the requisite percentage of Certificates  evidencing Fractional Undivided
Interests  have  given any  request,  demand,  authorization,  direction,  notice,  consent  or  waiver  hereunder,
Certificates  owned by the  Trustee,  the  Securities  Administrator,  the  Depositor,  the Master  Servicer or any
Affiliate  thereof  shall be  disregarded,  except as otherwise  provided in  Section 11.02(b)  and except that, in
determining  whether the Trustee  shall be  protected  in relying  upon any such  request,  demand,  authorization,
direction,  notice,  consent or waiver, only Certificates which a Responsible Officer of the Trustee actually knows
to be so owned shall be so  disregarded.  Certificates  which have been pledged in good faith to the  Trustee,  the
Securities  Administrator,  the  Depositor,  the Master  Servicer  or any  Affiliate  thereof  may be  regarded  as
outstanding if the pledgor  establishes to the  satisfaction of the Trustee the pledgor's right to act with respect
to such  Certificates and that the pledgor is not an Affiliate of the Trustee,  the Securities  Administrator,  the
Depositor, or the Master Servicer, as the case may be.

Section 11.06. Governing Law. THIS AGREEMENT AND THE  CERTIFICATES  SHALL BE CONSTRUED IN ACCORDANCE  WITH THE LAWS
OF THE STATE OF NEW YORK  WITHOUT  REFERENCE  TO ITS  CONFLICT  OF LAWS RULES  (OTHER  THAN  SECTION 5-1401  OF THE
GENERAL  OBLIGATIONS  LAW, WHICH THE PARTIES HERETO  EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING
LAW  HEREUNDER)  AND THE  OBLIGATIONS,  RIGHTS  AND  REMEDIES  OF THE  PARTIES  HEREUNDER  SHALL BE  DETERMINED  IN
ACCORDANCE WITH SUCH LAWS.

Section 11.07. Notices.  All  demands  and notices  hereunder  shall be in writing  and shall be deemed  given when
delivered at (including  delivery by facsimile) or mailed by registered  mail,  return receipt  requested,  postage
prepaid,  or by recognized  overnight  courier,  to (i) in the case of the  Depositor,  Structured  Asset  Mortgage
Investments II Inc., 383 Madison Avenue, New York, New York 10179,  Attention:  Chief Counsel,  and with respect to
Reg AB  notifications  to the  Depositor at  regabnotifications@bear.com;  (ii) in the case of the Trustee,  at its
Corporate  Trust  Office,  or such other  address as may  hereafter  be furnished  to the other  parties  hereto in
writing;  (iii) in  the case of the  Company,  383  Madison  Avenue,  New York,  New York  10179,  Attention:  Vice
President-Servicing,  telecopier  number:  (212)  272-5591,  or to such other address as may hereafter be furnished
to the other  parties  hereto in writing;  (iv) in the case of the Master  Servicer  or  Securities  Administrator,
Wells  Fargo Bank,  National  Association,  P.O.  Box 98,  Columbia  Maryland  21046 (or, in the case of  overnight
deliveries,  9062 Old Annapolis  Road,  Columbia,  Maryland  21045)  (Attention:  Corporate Trust Services - BSALTA
2006-5),  facsimile no.: (410)  715-2380,  or such other address as may hereafter be furnished to the other parties
hereto in writing;  or (v) in the case of the Rating Agencies,  Moody's Investors Service,  Inc., 99 Church Street,
New York, New York 10007 and Standard & Poor's,  a division of The  McGraw-Hill  Companies,  Inc., 55 Water Street,
New  York,  New  York  10041.  Any  notice  delivered  to  the  Depositor,  the  Master  Servicer,  the  Securities
Administrator  or the Trustee under this  Agreement  shall be effective only upon receipt.  Any notice  required or
permitted to be mailed to a  Certificateholder,  unless otherwise  provided  herein,  shall be given by first-class
mail, postage prepaid, at the address of such  Certificateholder as shown in the Certificate  Register.  Any notice
so mailed  within the time  prescribed in this  Agreement  shall be  conclusively  presumed to have been duly given
when mailed, whether or not the Certificateholder receives such notice.

Section 11.08. Severability  of Provisions.  If any one or more of the covenants,  agreements,  provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such covenants,  agreements,  provisions or
terms shall be deemed severed from the remaining covenants,  agreements,  provisions or terms of this Agreement and
shall in no way  affect  the  validity  or  enforceability  of the other  provisions  of this  Agreement  or of the
Certificates or the rights of the holders thereof.

Section 11.09. Successors  and Assigns.  The  provisions of this  Agreement  shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.

Section 11.10. Article  and  Section Headings.  The  article and section  headings  herein are for  convenience  of
reference only, and shall not limit or otherwise affect the meaning hereof.

Section 11.11. Counterparts.  This  Agreement  may be  executed in two or more  counterparts  each of which when so
executed  and  delivered  shall  be an  original  but all of  which  together  shall  constitute  one and the  same
instrument.

Section 11.12. Notice  to Rating  Agencies.  The  article  and  section  headings  herein  are for  convenience  of
reference only, and shall not limited or otherwise affect the meaning hereof.  The Securities  Administrator  shall
promptly  provide  notice to each  Rating  Agency  with  respect to each of the  following  of which a  Responsible
Officer of the Securities Administrator has actual knowledge:

1. Any material change or amendment to this Agreement or the Servicing Agreements;

2. The occurrence of any Event of Default that has not been cured;

3. The  resignation  or  termination  of  the  Master  Servicer,   the  Trustee  or  the  Securities
Administrator;

4. The repurchase or substitution of any Mortgage Loans;

5. The final payment to Certificateholders; and

6. Any change in the location of the Distribution Account.



         IN WITNESS  WHEREOF,  the Depositor,  the Trustee,  the Master  Servicer and the Securities  Administrator
have caused their names to be signed hereto by their  respective  officers  thereunto duly authorized as of the day
and year first above written.

                                                             STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
                                                             Depositor
                                                             By:    /s/ Baron Silverstein       
                                                             Name:  Baron Silverstein
                                                             Title: Senior Managing Director


                                                             CITIBANK, N.A., as Trustee
                                                             By:    /s/ John Hannon        
                                                             Name:  John Hannon
                                                             Title: Vice President


                                                             WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master
                                                             Servicer
                                                             By:    /s/ Stacey Taylor        
                                                             Name:  Stacey Taylor
                                                             Title: Vice President


                                                             WELLS FARGO BANK, NATIONAL ASSOCIATION, as
                                                             Securities Administrator
                                                             By:    /s/ Stacey Taylor        
                                                             Name:  Stacey Taylor
                                                             Title: Vice President

                                                             EMC MORTGAGE CORPORATION
                                                             By:    /s/ Jenna Kemp        
                                                             Name:  Jenna Kemp
                                                             Title: SVP



Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Sponsor

EMC MORTGAGE CORPORATION
By:    /s/ Sue Stepanek
Name:  Sue Stepanek
Title: EVP




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

         On the 31st day of July 2006, before me, a notary public in and for said State, personally appeared
Baron Silverstein, known to me to be a Vice President of Structured Asset Mortgage Investments II Inc., the
limited liability company that executed the within instrument, and also known to me to be the person who executed
it on behalf of said limited liability company, and acknowledged to me that such limited liability company
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.

                                                              /s/ Mervin Horst          
                                                              Notary Public

[Notarial Seal]




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

         On the 31st day of July 2006, before me, a notary public in and for said State, personally appeared John
Hannon, known to me to be a [Vice President] of Citibank, N.A., the entity that executed the within instrument,
and also known to me to be the person who executed it on behalf of said entity, and acknowledged to me that such
entity executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.

                                                              /s/ John Hannon          
                                                              Notary Public

[Notarial Seal]




STATE OF MARYLAND                     (
                                      ) ss.:
CITY OF BALTIMORE                     )

         On the 31st day of July 2006, before me, a notary public in and for said State, personally appeared
Stacey M. Taylor, known to me to be a Vice President of Wells Fargo Bank, National Association, the entity that
executed the within instrument, and also known to me to be the person who executed it on behalf of said entity,
and acknowledged to me that such entity executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.

                                                              /s Babette Sheerer          
                                                              Notary Public

[Notarial Seal]




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

         On the 31st day of July 2006, before me, a notary public in and for said State, personally appeared
Stacey M. Taylor, known to me to be a Vice President of Wells Fargo Bank, National Association, the entity that
executed the within instrument, and also known to me to be the person who executed it on behalf of said entity,
and acknowledged to me that such entity executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.

                                                              /s Babette Sheerer          
                                                              Notary Public

 [Notarial Seal]




STATE OF TEXAS                        )
                                      ) ss.:
COUNTY OF DALLAS                      )

         On the 31st day of July 2006, before me, a notary public in and for said State, personally appeared
Jenna Kemp, known to me to be Senior Vice President of EMC Mortgage Corporation, the corporation that executed
the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.

                                                              /s/ Kay Ottinger          
                                                              Notary Public

[Notarial Seal]




STATE OF TEXAS                        )
                                      ) ss.:
COUNTY OF DALLAS                      )

         On the 31st day of July 2006, before me, a notary public in and for said State, personally appeared Sue
Stepanek, known to me to be Executive Vice President of EMC Mortgage Corporation, the corporation that executed
the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.

                                                              /s/ Kay Ottinger          
                                                              Notary Public

 [Notarial Seal]






                                                                                                                            EXHIBIT A-1

                                                     FORM OF CLASS I-A CERTIFICATE

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE  PRINCIPAL  PAYMENTS  HEREON.
ACCORDINGLY,  FOLLOWING THE INITIAL  ISSUANCE OF THE  CERTIFICATES,  THE  CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE
DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE ACQUIRING THIS  CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE  PRINCIPAL  BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS  CERTIFICATE  IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY TO THE
SECURITIES  ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY  AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




Certificate No. 1                                          Adjustable Pass-Through Rate



Class I-A Senior



                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
July 1, 2006                                               $____________



First Distribution Date:                                   Initial Certificate Principal Balance of this
August 25, 2006                                            Certificate as of the Cut-off Date: $__________



Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                          BEAR STEARNS ALT-A TRUST 2006-5
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2006-5

         evidencing a fractional undivided interest in the distributions  allocable to the Class I-A Certificates with respect
         to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first liens on
         one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.



                  This certifies that Cede & Co. is the registered owner of the Fractional  Undivided  Interest evidenced hereby in the
beneficial  ownership  interest  of  Certificates  of the same  Class as this  Certificate  in a trust  (the  "Trust  Fund")  primarily
consisting of  conventional  adjustable  rate  mortgage  loans  secured by first liens on one- to four- family  residential  properties
(collectively,  the  "Mortgage  Loans") sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below).  The Trust
Fund was created  pursuant to the Pooling and  Servicing  Agreement  dated as of the Cut-off Date  specified  above (the  "Agreement"),
among  SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells  Fargo,  as  securities  administrator  (the  "Securities
Administrator"),  EMC Mortgage  Corporation  and  Citibank,  N.A.,  as trustee (the  "Trustee"),  a summary of certain of the pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,  capitalized  terms used herein shall have the meaning
ascribed to them in the  Agreement.  This  Certificate  is issued under and is subject to the terms,  provisions  and conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder is
bound.

                  Interest on this  Certificate  will accrue during the period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution Date on the Certificate  Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the  Agreement.  The Securities  Administrator  will  distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate  is  registered  at the close of business on the Business Day  immediately  preceding the
related  Distribution  Date so long as such  Certificate  remains in book-entry form (and otherwise,  the close of business on the last
Business  Day of the  month  immediately  preceding  the  month of such  Distribution  Date),  an amount  equal to the  product  of the
Fractional  Undivided  Interest  evidenced by this  Certificate and the amount (of interest,  if any) required to be distributed to the
Holders of Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is the Distribution  Date in the
month  following the latest  scheduled  maturity  date of any Mortgage  Loan and is not likely to be the date on which the  Certificate
Principal Balance of this Class of Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The initial  Certificate  Principal  Balance of this  Certificate is set forth above.  The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has  determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.




                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its individual capacity but solely as Securities Administrator


                                                              By:_________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class I-A Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory



                                                     ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                            EXHIBIT A-2

                                                     FORM OF CLASS I-M CERTIFICATE

                  THIS  CERTIFICATE IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS
DEFINED BELOW).

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE DECREASED  BY THE  PRINCIPAL  PAYMENTS  HEREON AND
REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.  ACCORDINGLY,  FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE DIFFERENT  FROM THE  DENOMINATION  SHOWN  BELOW.  ANYONE  ACQUIRING  THIS
CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS  CERTIFICATE  IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY TO THE
SECURITIES  ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY  AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         EACH BENEFICIAL  OWNER OF A CLASS I-M CERTIFICATE OR ANY INTEREST  THEREIN SHALL BE DEEMED TO HAVE  REPRESENTED,  BY VIRTUE OF
ITS ACQUISITION OR HOLDING OF THAT  CERTIFICATE OR INTEREST  THEREIN,  THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS
EQUIVALENT  BY FITCH,  S&P AND  MOODY'S,  (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF
1974,  AS  AMENDED,  OR  SECTION  4975 OF THE CODE (EACH A "PLAN") OR  INVESTING  WITH "PLAN  ASSETS" OF ANY PLAN OR (III) (1) IT IS AN
INSURANCE  COMPANY,  (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE  CERTIFICATE  OR  INTEREST  THEREIN IS AN  "INSURANCE  COMPANY
GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION  ("PTCE") 95-60, AND (3)
THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.




Certificate No.1                                           Adjustable Pass-Through Rate



Class I-M Subordinate



                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
July 1, 2006                                               $__________



First Distribution Date:                                   Initial Certificate Principal Balance of this
August 25, 2006                                            Certificate as of the Cut-off Date:     $__________



Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                           BEAR STEARNS ALT-A TRUST 2006-5
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2006-5

         evidencing  a  fractional  undivided  interest in the  distributions  allocable  to the Class I-M  Certificates  with
         respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first
         liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Cede & Co. is the registered owner of the Fractional  Undivided  Interest evidenced hereby in the
beneficial  ownership  interest  of  Certificates  of the same  Class as this  Certificate  in a trust  (the  "Trust  Fund")  primarily
consisting of  conventional  adjustable  rate  mortgage  loans  secured by first liens on one- to four- family  residential  properties
(collectively,  the  "Mortgage  Loans") sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below).  The Trust
Fund was created  pursuant to the Pooling and  Servicing  Agreement  dated as of the Cut-off Date  specified  above (the  "Agreement"),
among  SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells  Fargo,  as  securities  administrator  (the  "Securities
Administrator"),  EMC Mortgage  Corporation  and  Citibank,  N.A.,  as trustee (the  "Trustee"),  a summary of certain of the pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,  capitalized  terms used herein shall have the meaning
ascribed to them in the  Agreement.  This  Certificate  is issued under and is subject to the terms,  provisions  and conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder is
bound.

                  Interest on this  Certificate  will accrue during the period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution Date on the Certificate  Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the  Agreement.  The Securities  Administrator  will  distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate  is  registered  at the close of business on the Business Day  immediately  preceding the
related  Distribution  Date so long as such  Certificate  remains in book-entry form (and otherwise,  the close of business on the last
Business  Day of the  month  immediately  preceding  the  month of such  Distribution  Date),  an amount  equal to the  product  of the
Fractional  Undivided  Interest  evidenced by this  Certificate and the amount (of interest,  if any) required to be distributed to the
Holders of Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is the Distribution  Date in the
month  following the latest  scheduled  maturity  date of any Mortgage  Loan and is not likely to be the date on which the  Certificate
Principal Balance of this Class of Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The initial  Certificate  Principal  Balance of this  Certificate is set forth above.  The
Certificate  Principal  Balance hereof will be reduced to the extent of  distributions  allocable to principal  hereon and any Realized
Losses allocable hereto.

         Each beneficial  owner of a Class I-M Certificate or any interest  therein shall be deemed to have  represented,  by virtue of
its acquisition or holding of that  Certificate or interest  therein,  that either (i) such Certificate is rated at least "BBB-" or its
equivalent by Fitch, S&P and Moody's,  (ii) it is not a plan subject to Title I of the Employee  Retirement  Security Investment Act of
1974,  as amended,  or Section 4975 of the Code (each,  a "Plan") or  investing  with "plan  assets" of any Plan,  or (iii)(1) it is an
insurance  company,  (2) the source of funds used to acquire or hold the  Certificate  or  interest  therein is an  "insurance  company
general account," as such term is defined in U.S.  Department of Labor Prohibited  Transaction Class Exemption  ("PTCE") 95-60, and (3)
the conditions in Sections I and III of PTCE 95-60 have been satisfied.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has  determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.



                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its individual capacity but solely as Securities Administrator


                                                              By:_________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class I-M Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory



                                                     ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                            EXHIBIT A-3

                                                 FORM OF CLASS I-B-[1][2] CERTIFICATE

                  THIS  CERTIFICATE IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES  AND THE CLASS M CERTIFICATES  AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE DECREASED  BY THE  PRINCIPAL  PAYMENTS  HEREON AND
REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.  ACCORDINGLY,  FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE DIFFERENT  FROM THE  DENOMINATION  SHOWN  BELOW.  ANYONE  ACQUIRING  THIS
CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS  CERTIFICATE  IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY TO THE
SECURITIES  ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY  AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         EACH  BENEFICIAL  OWNER OF A CLASS  I-B-[1][2]  CERTIFICATE OR ANY INTEREST  THEREIN SHALL BE DEEMED TO HAVE  REPRESENTED,  BY
VIRTUE OF ITS  ACQUISITION  OR HOLDING OF THAT  CERTIFICATE  OR INTEREST  THEREIN,  THAT EITHER (I) SUCH  CERTIFICATE IS RATED AT LEAST
"BBB-" OR ITS  EQUIVALENT  BY FITCH,  S&P AND  MOODY'S,  (II) IT IS NOT A PLAN  SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME
SECURITY ACT OF 1974, AS AMENDED,  OR SECTION 4975 OF THE CODE (EACH,  A "PLAN") OR INVESTING  WITH "PLAN ASSETS" OF ANY PLAN, OR (III)
(1) IT IS AN INSURANCE  COMPANY,  (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST  THEREIN IS AN "INSURANCE
COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION  ("PTCE") 95-60,
AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.




Certificate No.1                                           Adjustable Pass-Through Rate



Class I-B-[1][2] Subordinate



                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
July 1, 2006                                               $__________



First Distribution Date:                                   Initial Certificate Principal Balance of this
August 25, 2006                                            Certificate as of the Cut-off Date:     $__________



Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                           BEAR STEARNS ALT-A TRUST 2006-5
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2006-5

         evidencing a fractional undivided interest in the distributions  allocable to the Class I-B-[1][2]  Certificates with
         respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first
         liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.



                  This certifies that Cede & Co. is the registered owner of the Fractional  Undivided  Interest evidenced hereby in the
beneficial  ownership  interest  of  Certificates  of the same  Class as this  Certificate  in a trust  (the  "Trust  Fund")  primarily
consisting of  conventional  adjustable  rate  mortgage  loans  secured by first liens on one- to four- family  residential  properties
(collectively,  the  "Mortgage  Loans") sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below).  The Trust
Fund was created  pursuant to the Pooling and  Servicing  Agreement  dated as of the Cut-off Date  specified  above (the  "Agreement"),
among  SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells  Fargo,  as  securities  administrator  (the  "Securities
Administrator"),  EMC Mortgage  Corporation  and  Citibank,  N.A.,  as trustee (the  "Trustee"),  a summary of certain of the pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,  capitalized  terms used herein shall have the meaning
ascribed to them in the  Agreement.  This  Certificate  is issued under and is subject to the terms,  provisions  and conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder is
bound.

                  Interest on this  Certificate  will accrue during the period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution Date on the Certificate  Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the  Agreement.  The Securities  Administrator  will  distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate  is  registered  at the close of business on the Business Day  immediately  preceding the
related  Distribution  Date so long as such  Certificate  remains in book-entry form (and otherwise,  the close of business on the last
Business  Day of the  month  immediately  preceding  the  month of such  Distribution  Date),  an amount  equal to the  product  of the
Fractional  Undivided  Interest  evidenced by this  Certificate and the amount (of interest,  if any) required to be distributed to the
Holders of Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is the Distribution  Date in the
month  following the latest  scheduled  maturity  date of any Mortgage  Loan and is not likely to be the date on which the  Certificate
Principal Balance of this Class of Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The initial  Certificate  Principal  Balance of this  Certificate is set forth above.  The
Certificate  Principal  Balance hereof will be reduced to the extent of  distributions  allocable to principal  hereon and any Realized
Losses allocable hereto.

         Each  beneficial  owner of a Class  I-B-[1][2]  Certificate or any interest  therein shall be deemed to have  represented,  by
virtue of its  acquisition  or holding of that  Certificate  or interest  therein,  that either (i) such  Certificate is rated at least
"BBB-" or its  equivalent  by Fitch,  S&P and Moody's,  (ii) it is not a plan subject to Title I of the  Employee  Retirement  Security
Income Act of 1974, as amended,  or Section 4975 of the Code (each,  a "Plan") or investing with "plan assets" of any Plan, or (iii)(1)
it is an  insurance  company,  (2) the source of funds used to acquire or hold the  Certificate  or interest  therein is an  "insurance
company general account," as such term is defined in U.S.  Department of Labor Prohibited  Transaction Class Exemption  ("PTCE") 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has  determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.



                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its individual capacity but solely as Securities Administrator


                                                              By:________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class I-B-[1][2] Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator

                                                              By:________________________________________________
                                                                                Authorized Signatory


                                                     ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                            EXHIBIT A-4

                                                    FORM OF CLASS I-B-3 CERTIFICATE

                  THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT  TO THE CLASS A,  CLASS M,  CLASS  I-B-1  AND  CLASS  I-B-2
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986 (THE
"CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE  PRINCIPAL  PAYMENTS  HEREON.
ACCORDINGLY,  FOLLOWING THE INITIAL  ISSUANCE OF THE  CERTIFICATES,  THE  CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE
DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE ACQUIRING THIS  CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE  PRINCIPAL  BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  THIS  CERTIFICATE  HAS NOT  BEEN AND WILL NOT BE  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED,  RESOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE  SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT THE REOFFER,  RESALE,  PLEDGE OR OTHER  TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED  FORM TO AN  "INSTITUTIONAL  ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY  OWNERS COME WITHIN SUCH  PARAGRAPHS  PURCHASING  NOT
FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE  SECURITIES  ADMINISTRATOR  OF A LETTER
SUBSTANTIALLY  IN THE FORM  PROVIDED  IN THE  AGREEMENT  AND (B) THE RECEIPT BY THE  SECURITIES  ADMINISTRATOR  OF SUCH OTHER  EVIDENCE
ACCEPTABLE TO THE SECURITIES  ADMINISTRATOR THAT SUCH REOFFER,  RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE  SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.


                  THIS  CERTIFICATE MAY NOT BE ACQUIRED  DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE  BENEFIT PLAN OR OTHER
RETIREMENT  ARRANGEMENT  (EACH A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),  AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),  OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE,
MASTER  SERVICER AND THE SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY RELY WHICH IS  SATISFACTORY  TO THE SECURITIES  ADMINISTRATOR
THAT THE PURCHASE OF THIS  CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED
TRANSACTION  UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE AND WILL NOT  SUBJECT  THE MASTER  SERVICER,  THE TRUSTEE OR THE
SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.




Certificate No.1                                           Adjustable Pass-Through Rate



Class I-B-3 Senior



                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
July 1, 2006                                               $__________



                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
August 25, 2006                                            $__________



Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                          BEAR STEARNS ALT-A TRUST 2006-5
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2006-5

         evidencing a fractional  undivided  interest in the  distributions  allocable  to the Class I-B-3  Certificates  with
         respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first
         liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.


                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund") primarily  consisting of conventional  adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties  (collectively,  the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer
of the Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below). The
Trust  Fund was  created  pursuant  to the  Pooling  and  Servicing  Agreement  dated  as of the  Cut-off  Date  specified  above  (the
"Agreement"),  among SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells Fargo,  as  securities  administrator  (the
"Securities  Administrator"),  EMC Mortgage  Corporation and Citibank,  N.A., as trustee (the  "Trustee"),  a summary of certain of the
pertinent  provisions of which is set forth hereafter.  To the extent not defined herein,  capitalized terms used herein shall have the
meaning ascribed to them in the Agreement.  This Certificate is issued under and is subject to the terms,  provisions and conditions of
the Agreement,  to which Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder
is bound.

                  The Securities  Administrator  will distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate is registered at the close of business on the last Business Day of the month  immediately
preceding the month of the related  Distribution  Date, an amount equal to the product of the Fractional  Undivided  Interest evidenced
by this  Certificate and the amount  required to be distributed to the Holders of  Certificates of the same Class as this  Certificate.
The Assumed  Final  Distribution  Date is the  Distribution  Date in the month  following  the latest  scheduled  maturity  date of any
Mortgage  Loan and is not  likely to be the date on which the  Certificate  Principal  Balance of this  Class of  Certificates  will be
reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The initial  Certificate  Principal  Balance of this  Certificate is set forth above.  The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,  and (ii) if requested by the  Securities
Administrator,  an Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification
(which  Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller,  the Trustee,  the Securities  Administrator  or
the Master Servicer in their  respective  capacities as such),  together with copies of the written  certification(s)  of the Holder of
the  Certificate  desiring to effect the transfer  and/or such Holder's  prospective  transferee  upon which such Opinion of Counsel is
based.  None of the Seller,  the Securities  Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other  securities  law or to take any action not  otherwise  required  under the
Agreement to permit the transfer of such Certificates without  registration or qualification.  Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee,  the Securities  Administrator,  the Seller,  the Seller and the Master
Servicer  against any  liability  that may result if the transfer is not so exempt or is not made in  accordance  with such federal and
state laws.

                  No transfer of this Class I-B-3  Certificate  will be made unless the Trustee and the Securities  Administrator  have
received  either (i) opinion of counsel for the benefit of the Trustee,  Master  Servicer and the  Securities  Administrator  and which
they may rely which is satisfactory to the Securities  Administrator  that the purchase of this certificate is permissible  under local
law,  will not  constitute  or result in a  non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code,  as amended (the  "Code"),  and will not
subject  the Master  Servicer,  the  Trustee or the  Securities  Administrator  to any  obligation  or  liability  in addition to those
undertaken in the Agreement or (ii) a  representation  letter stating that the  transferee is not acquiring  directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement  arrangement that is subject to Title I of ERISA,  and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreement and the modification of the rights and obligations of the Seller, the Master Servicer,  the Securities  Administrator and the
Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master Servicer,  the
Securities  Administrator  and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreement by the Master Servicer and
the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than 51%
of the Trust Fund (or in certain cases,  Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreement in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has  determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.



                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Securities Administrator


                                                              By:__________________________________________________
                                                                                Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

                  This is one of the Class I-B-3 Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator


                                                              By:_________________________________________________
                                                                                Authorized Signatory



                                                    ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                          EXHIBIT A-5-1

                                                      FORM OF CLASS R CERTIFICATE

                  THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED  STATES PERSON OR A DISQUALIFIED  ORGANIZATION (AS
DEFINED BELOW).

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL  INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT  CONDUIT" AS THOSE TERMS ARE  DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  THIS  CERTIFICATE  HAS NOT  BEEN AND WILL NOT BE  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED,  RESOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE  SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT THE REOFFER,  RESALE,  PLEDGE OR OTHER  TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED  FORM TO AN  "INSTITUTIONAL  ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY  OWNERS COME WITHIN SUCH  PARAGRAPHS  PURCHASING  NOT
FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE  SECURITIES  ADMINISTRATOR  OF A LETTER
SUBSTANTIALLY  IN THE FORM  PROVIDED  IN THE  AGREEMENT  AND (B) THE RECEIPT BY THE  SECURITIES  ADMINISTRATOR  OF SUCH OTHER  EVIDENCE
ACCEPTABLE TO THE SECURITIES  ADMINISTRATOR THAT SUCH REOFFER,  RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE  SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  THIS  CERTIFICATE MAY NOT BE ACQUIRED  DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE  BENEFIT PLAN OR OTHER
RETIREMENT  ARRANGEMENT  THAT IS SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED  ("ERISA"),
AND/OR  SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS AMENDED  (THE  "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE,  MASTER  SERVICER AND THE  SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY RELY WHICH IS  SATISFACTORY  TO THE SECURITIES
ADMINISTRATOR  THAT THE  PURCHASE  OF THIS  CERTIFICATE  IS  PERMISSIBLE  UNDER  APPLICABLE  LAW,  WILL NOT  CONSTITUTE  OR RESULT IN A
NON-EXEMPT PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

                  ANY RESALE,  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER  AFFIDAVIT  TO THE MASTER  SERVICER  AND THE  TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR
POLITICAL  SUBDIVISION  THEREOF,  ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR  INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER
THAN AN  INSTRUMENTALITY  WHICH IS A CORPORATION  IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF
ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN  GOVERNMENT,  ANY INTERNATIONAL  ORGANIZATION,  OR ANY
AGENCY OR  INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION  (OTHER THAN CERTAIN FARMERS'  COOPERATIVES  DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH  ORGANIZATION  IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED  BUSINESS  TAXABLE  INCOME),  (D)
RURAL ELECTRIC AND TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION  1381(a)(2)(C)  OF THE CODE, (E) AN ELECTING LARGE  PARTNERSHIP  UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON  DESCRIBED IN THE FOREGOING  CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN  REFERRED TO AS
A  "DISQUALIFIED  ORGANIZATION"),  OR (F) AN AGENT OF A  DISQUALIFIED  ORGANIZATION,  (2) NO PURPOSE OF SUCH  TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES CERTAIN ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL  CONDITION
OF THE PROPOSED  TRANSFEREE.  NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,  SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR AN AGENT OF A DISQUALIFIED  ORGANIZATION,  SUCH REGISTRATION  SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND SUCH PERSON SHALL NOT BE DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY PURPOSE  HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.




Certificate No.1                                           Percentage Interest: 100%



Class R



Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Certificate Principal Balance of this
July 1, 2006                                               Certificate as of the Cut-off Date:
                                                           $0.00



                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
August 25, 2006                                            $0.00



Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                           BEAR STEARNS ALT-A TRUST 2006-5
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2006-5

         evidencing a fractional  undivided  interest in the distributions  allocable to the Class R Certificates with respect
         to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first liens on
         one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund") primarily  consisting of conventional  adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties  (collectively,  the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer
of the Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below). The
Trust  Fund was  created  pursuant  to the  Pooling  and  Servicing  Agreement  dated  as of the  Cut-off  Date  specified  above  (the
"Agreement"),  among SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells Fargo,  as  securities  administrator  (the
"Securities  Administrator"),  EMC Mortgage  Corporation and Citibank,  N.A., as trustee (the  "Trustee"),  a summary of certain of the
pertinent  provisions of which is set forth hereafter.  To the extent not defined herein,  capitalized terms used herein shall have the
meaning ascribed to them in the Agreement.  This Certificate is issued under and is subject to the terms,  provisions and conditions of
the Agreement,  to which Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder
is bound.

         Each Holder of this  Certificate  will be deemed to have agreed to be bound by the  restrictions set forth in the Agreement to
the effect that (i) each person holding or acquiring any ownership  interest in this  Certificate  must be a United States Person and a
Permitted  Transferee,  (ii) the transfer of any ownership  interest in this  Certificate  will be conditioned upon the delivery to the
Securities  Administrator  of,  among  other  things,  an  affidavit  to the effect  that it is a United  States  Person and  Permitted
Transferee,  (iii) any attempted or purported  transfer of any ownership interest in this Certificate in violation of such restrictions
will be  absolutely  null and void and will vest no rights in the  purported  transferee,  and (iv) if any  person  other than a United
States Person and a Permitted  Transferee  acquires any ownership interest in this Certificate in violation of such restrictions,  then
the Seller will have the right, in its sole discretion and without notice to the Holder of this  Certificate,  to sell this Certificate
to a  purchaser  selected  by the  Seller,  which  purchaser  may be the Seller,  or any  affiliate  of the  Seller,  on such terms and
conditions as the Seller may choose.

                  The Securities  Administrator  will distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate is registered at the close of business on the last Business Day of the month  immediately
preceding the month of the related  Distribution  Date, an amount equal to the product of the Fractional  Undivided  Interest evidenced
by this  Certificate and the amounts  required to be distributed to the Holders of Certificates of the same Class as this  Certificate.
The Assumed  Final  Distribution  Date is the  Distribution  Date in the month  following  the latest  scheduled  maturity  date of any
Mortgage Loan.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,  and (ii) if requested by the  Securities
Administrator,  an Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification
(which  Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller,  the Trustee,  the Securities  Administrator  or
the Master Servicer in their  respective  capacities as such),  together with copies of the written  certification(s)  of the Holder of
the  Certificate  desiring to effect the transfer  and/or such Holder's  prospective  transferee  upon which such Opinion of Counsel is
based.  None of the Seller,  the Securities  Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other  securities  law or to take any action not  otherwise  required  under the
Agreement to permit the transfer of such Certificates without  registration or qualification.  Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee,  the Securities  Administrator,  the Seller,  the Seller and the Master
Servicer  against any  liability  that may result if the transfer is not so exempt or is not made in  accordance  with such federal and
state laws.

                  No  transfer of this Class R  Certificate  will be made unless the  Trustee  and the  Securities  Administrator  have
received  either (i) opinion of counsel for the benefit of the Trustee,  Master  Servicer and the  Securities  Administrator  and which
they may rely which is satisfactory to the Securities  Administrator  that the purchase of this certificate is permissible  under local
law,  will not  constitute  or result in a  non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code,  as amended (the  "Code"),  and will not
subject  the Master  Servicer,  the  Trustee or the  Securities  Administrator  to any  obligation  or  liability  in addition to those
undertaken in the Agreement or (ii) a  representation  letter stating that the  transferee is not acquiring  directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement  arrangement that is subject to Title I of ERISA,  and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has  determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.

                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its individual capacity but solely as Securities Administrator


                                                              By:__________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator

                                                              By:__________________________________________________
                                                                                Authorized Signatory


                                                     ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                          EXHIBIT A-5-2

                                                     FORM OF CLASS R-X CERTIFICATE

                  THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED  STATES PERSON OR A DISQUALIFIED  ORGANIZATION (AS
DEFINED BELOW).

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL  INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT  CONDUIT" AS THOSE TERMS ARE  DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  THIS  CERTIFICATE  HAS NOT  BEEN AND WILL NOT BE  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED,  RESOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE  SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT THE REOFFER,  RESALE,  PLEDGE OR OTHER  TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED  FORM TO AN  "INSTITUTIONAL  ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY  OWNERS COME WITHIN SUCH  PARAGRAPHS  PURCHASING  NOT
FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE  SECURITIES  ADMINISTRATOR  OF A LETTER
SUBSTANTIALLY  IN THE FORM  PROVIDED  IN THE  AGREEMENT  AND (B) THE RECEIPT BY THE  SECURITIES  ADMINISTRATOR  OF SUCH OTHER  EVIDENCE
ACCEPTABLE TO THE SECURITIES  ADMINISTRATOR THAT SUCH REOFFER,  RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE  SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  THIS  CERTIFICATE MAY NOT BE ACQUIRED  DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE  BENEFIT PLAN OR OTHER
RETIREMENT  ARRANGEMENT  THAT IS SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED  ("ERISA"),
AND/OR  SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS AMENDED  (THE  "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE,  MASTER  SERVICER AND THE  SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY RELY WHICH IS  SATISFACTORY  TO THE SECURITIES
ADMINISTRATOR  THAT THE  PURCHASE  OF THIS  CERTIFICATE  IS  PERMISSIBLE  UNDER  APPLICABLE  LAW,  WILL NOT  CONSTITUTE  OR RESULT IN A
NON-EXEMPT PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

                  ANY RESALE,  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER  AFFIDAVIT  TO THE MASTER  SERVICER  AND THE  TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED  STATES,  ANY STATE OR
POLITICAL  SUBDIVISION  THEREOF,  ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR  INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER
THAN AN  INSTRUMENTALITY  WHICH IS A CORPORATION  IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF
ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN  GOVERNMENT,  ANY INTERNATIONAL  ORGANIZATION,  OR ANY
AGENCY OR  INSTRUMENTALITY  OF EITHER OF THE FOREGOING,  (C) ANY ORGANIZATION  (OTHER THAN CERTAIN FARMERS'  COOPERATIVES  DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH  ORGANIZATION  IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED  BUSINESS  TAXABLE  INCOME),  (D)
RURAL ELECTRIC AND TELEPHONE  COOPERATIVES  DESCRIBED IN SECTION  1381(a)(2)(C)  OF THE CODE, (E) AN ELECTING LARGE  PARTNERSHIP  UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON  DESCRIBED IN THE FOREGOING  CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN  REFERRED TO AS
A  "DISQUALIFIED  ORGANIZATION"),  OR (F) AN AGENT OF A  DISQUALIFIED  ORGANIZATION,  (2) NO PURPOSE OF SUCH  TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE  SATISFIES CERTAIN ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL  CONDITION
OF THE PROPOSED  TRANSFEREE.  NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,  SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR AN AGENT OF A DISQUALIFIED  ORGANIZATION,  SUCH REGISTRATION  SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT  WHATSOEVER  AND SUCH PERSON SHALL NOT BE DEEMED TO BE A  CERTIFICATEHOLDER  FOR ANY PURPOSE  HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.




Certificate No.1                                           Percentage Interest: 100%



Class R-X



Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Certificate Principal Balance of this
July 1, 2006                                               Certificate as of the Cut-off Date:
                                                           $0.00



                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
August 25, 2006                                            $0.00



Master Servicer:                                           CUSIP: ____________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                           BEAR STEARNS ALT-A TRUST 2006-5
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2006-5

         evidencing a fractional undivided interest in the distributions  allocable to the Class R-X Certificates with respect
         to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first liens on
         one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.



                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund") primarily  consisting of conventional  adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties  (collectively,  the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer
of the Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below). The
Trust  Fund was  created  pursuant  to the  Pooling  and  Servicing  Agreement  dated  as of the  Cut-off  Date  specified  above  (the
"Agreement"),  among SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells Fargo,  as  securities  administrator  (the
"Securities  Administrator"),  EMC Mortgage  Corporation and Citibank,  N.A., as trustee (the  "Trustee"),  a summary of certain of the
pertinent  provisions of which is set forth hereafter.  To the extent not defined herein,  capitalized terms used herein shall have the
meaning ascribed to them in the Agreement.  This Certificate is issued under and is subject to the terms,  provisions and conditions of
the Agreement,  to which Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder
is bound.

         Each Holder of this  Certificate  will be deemed to have agreed to be bound by the  restrictions set forth in the Agreement to
the effect that (i) each person holding or acquiring any ownership  interest in this  Certificate  must be a United States Person and a
Permitted  Transferee,  (ii) the transfer of any ownership  interest in this  Certificate  will be conditioned upon the delivery to the
Securities  Administrator  of,  among  other  things,  an  affidavit  to the effect  that it is a United  States  Person and  Permitted
Transferee,  (iii) any attempted or purported  transfer of any ownership interest in this Certificate in violation of such restrictions
will be  absolutely  null and void and will vest no rights in the  purported  transferee,  and (iv) if any  person  other than a United
States Person and a Permitted  Transferee  acquires any ownership interest in this Certificate in violation of such restrictions,  then
the Seller will have the right, in its sole discretion and without notice to the Holder of this  Certificate,  to sell this Certificate
to a  purchaser  selected  by the  Seller,  which  purchaser  may be the Seller,  or any  affiliate  of the  Seller,  on such terms and
conditions as the Seller may choose.

                  The Securities  Administrator  will distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate is registered at the close of business on the last Business Day of the month  immediately
preceding the month of the related  Distribution  Date, an amount equal to the product of the Fractional  Undivided  Interest evidenced
by this  Certificate and the amounts  required to be distributed to the Holders of Certificates of the same Class as this  Certificate.
The Assumed  Final  Distribution  Date is the  Distribution  Date in the month  following  the latest  scheduled  maturity  date of any
Mortgage Loan.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,  and (ii) if requested by the  Securities
Administrator,  an Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification
(which  Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller,  the Trustee,  the Securities  Administrator  or
the Master Servicer in their  respective  capacities as such),  together with copies of the written  certification(s)  of the Holder of
the  Certificate  desiring to effect the transfer  and/or such Holder's  prospective  transferee  upon which such Opinion of Counsel is
based.  None of the Seller,  the Securities  Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other  securities  law or to take any action not  otherwise  required  under the
Agreement to permit the transfer of such Certificates without  registration or qualification.  Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee,  the Securities  Administrator,  the Seller,  the Seller and the Master
Servicer  against any  liability  that may result if the transfer is not so exempt or is not made in  accordance  with such federal and
state laws.

                  No transfer of this Class R-X  Certificate  will be made unless the  Trustee and the  Securities  Administrator  have
received  either (i) opinion of counsel for the benefit of the Trustee,  Master  Servicer and the  Securities  Administrator  and which
they may rely which is satisfactory to the Securities  Administrator  that the purchase of this certificate is permissible  under local
law,  will not  constitute  or result in a  non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code,  as amended (the  "Code"),  and will not
subject  the Master  Servicer,  the  Trustee or the  Securities  Administrator  to any  obligation  or  liability  in addition to those
undertaken in the Agreement or (ii) a  representation  letter stating that the  transferee is not acquiring  directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement  arrangement that is subject to Title I of ERISA,  and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has  determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.


                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its individual capacity but solely as Securities Administrator


                                                              By:_________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-X Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator

                                                              By:_________________________________________________
                                                                                Authorized Signatory


                                                     ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                            EXHIBIT A-6

                                                    FORM OF CLASS B-IO CERTIFICATE


                  THIS  CERTIFICATE IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS A, THE CLASS M AND THE CLASS B  CERTIFICATES  AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  THIS  CERTIFICATE  HAS NOT  BEEN AND WILL NOT BE  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED,  RESOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE  SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT THE REOFFER,  RESALE,  PLEDGE OR OTHER  TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED  FORM TO AN  "INSTITUTIONAL  ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY  OWNERS COME WITHIN SUCH  PARAGRAPHS  PURCHASING  NOT
FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE  SECURITIES  ADMINISTRATOR  OF A LETTER
SUBSTANTIALLY  IN THE FORM  PROVIDED  IN THE  AGREEMENT  AND (B) THE RECEIPT BY THE  SECURITIES  ADMINISTRATOR  OF SUCH OTHER  EVIDENCE
ACCEPTABLE TO THE SECURITIES  ADMINISTRATOR THAT SUCH REOFFER,  RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE  SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.



                  THIS  CERTIFICATE MAY NOT BE ACQUIRED  DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE  BENEFIT PLAN OR OTHER
RETIREMENT  ARRANGEMENT  THAT IS SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED  ("ERISA"),
AND/OR  SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS AMENDED  (THE  "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE,  MASTER  SERVICER AND THE  SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY RELY WHICH IS  SATISFACTORY  TO THE SECURITIES
ADMINISTRATOR  THAT THE  PURCHASE  OF THIS  CERTIFICATE  IS  PERMISSIBLE  UNDER  APPLICABLE  LAW,  WILL NOT  CONSTITUTE  OR RESULT IN A
NON-EXEMPT PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.




Certificate No.1                                           Variable Pass-Through Rate



Class B-IO Subordinate



Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Notional Amount of this Certificate
July 1, 2006                                               as of the Cut-off Date:
                                                           $_____________



                                                           Initial Notional Amount of this Certificate as of the
First Distribution Date:                                   Cut-off Date:
August 25, 2006                                            $______________



Master Servicer:
Wells Fargo Bank, National Association



Assumed Final Distribution Date:                           CUSIP: ____________
August 25, 2036



                                           BEAR STEARNS ALT-A TRUST 2006-5
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2006-5

         evidencing  a fractional  undivided  interest in the  distributions  allocable  to the Class B-IO  Certificates  with
         respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first
         liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund") primarily  consisting of conventional  adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties  (collectively,  the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer
of the Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below). The
Trust  Fund was  created  pursuant  to the  Pooling  and  Servicing  Agreement  dated  as of the  Cut-off  Date  specified  above  (the
"Agreement"),  among SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells Fargo,  as  securities  administrator  (the
"Securities  Administrator"),  EMC Mortgage  Corporation and Citibank,  N.A., as trustee (the  "Trustee"),  a summary of certain of the
pertinent  provisions of which is set forth hereafter.  To the extent not defined herein,  capitalized terms used herein shall have the
meaning ascribed to them in the Agreement.  This Certificate is issued under and is subject to the terms,  provisions and conditions of
the Agreement,  to which Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder
is bound.

                  Interest on this Certificate will accrue during the calendar month  immediately  preceding such Distribution Date (as
hereinafter  defined) on the Notional Amount hereof at a per annum rate equal to the  Pass-Through  Rate as set forth in the Agreement.
The  Securities  Administrator  will  distribute  on the 25th day of each  month,  or,  if such  25th day is not a  Business  Day,  the
immediately  following  Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above, to the
Person in whose name this  Certificate  is  registered  at the close of  business  on the last  Business  Day of the month  immediately
preceding the month of the related  Distribution  Date, an amount equal to the product of the Fractional  Undivided  Interest evidenced
by this  Certificate  and the amount of interest  required to be distributed to the Holders of  Certificates  of the same Class as this
Certificate.  The Assumed Final  Distribution Date is the Distribution  Date in the month following the latest scheduled  maturity date
of any Mortgage Loan.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The Class B-IO Certificates have no Certificate  Principal  Balance.  The Initial Notional
Amount of this Certificate is set forth above.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,  and (ii) if requested by the  Securities
Administrator,  an Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification
(which  Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller,  the Trustee,  the Securities  Administrator  or
the Master Servicer in their  respective  capacities as such),  together with copies of the written  certification(s)  of the Holder of
the  Certificate  desiring to effect the transfer  and/or such Holder's  prospective  transferee  upon which such Opinion of Counsel is
based.  None of the Seller,  the Securities  Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other  securities  law or to take any action not  otherwise  required  under the
Agreement to permit the transfer of such Certificates without  registration or qualification.  Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee,  the Securities  Administrator,  the Seller,  the Seller and the Master
Servicer  against any  liability  that may result if the transfer is not so exempt or is not made in  accordance  with such federal and
state laws.

                  No transfer of this Class B-IO  Certificate  will be made unless the Trustee and the  Securities  Administrator  have
received  either (i) opinion of counsel for the benefit of the Trustee,  Master  Servicer and the  Securities  Administrator  and which
they may rely which is satisfactory to the Securities  Administrator  that the purchase of this certificate is permissible  under local
law,  will not  constitute  or result in a  non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code,  as amended (the  "Code"),  and will not
subject  the Master  Servicer,  the  Trustee or the  Securities  Administrator  to any  obligation  or  liability  in addition to those
undertaken in the Agreement or (ii) a  representation  letter stating that the  transferee is not acquiring  directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement  arrangement that is subject to Title I of ERISA,  and/or Section 4975 of
the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has  determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.


                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Securities Administrator


                                                              By:__________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class B-IO Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator


                                                              By:_________________________________________________
                                                                                Authorized Signatory



                                                    ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                            EXHIBIT A-7

                                                    FORM OF CLASS I-XP CERTIFICATE

                  THIS  CERTIFICATE  HAS NOT  BEEN AND WILL NOT BE  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED,  RESOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE  SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT THE REOFFER,  RESALE,  PLEDGE OR OTHER  TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED  FORM TO AN  "INSTITUTIONAL  ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY  OWNERS COME WITHIN SUCH  PARAGRAPHS  PURCHASING  NOT
FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE  SECURITIES  ADMINISTRATOR  OF A LETTER
SUBSTANTIALLY  IN THE FORM  PROVIDED  IN THE  AGREEMENT  AND (B) THE RECEIPT BY THE  SECURITIES  ADMINISTRATOR  OF SUCH OTHER  EVIDENCE
ACCEPTABLE TO THE SECURITIES  ADMINISTRATOR THAT SUCH REOFFER,  RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE  SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  THIS  CERTIFICATE MAY NOT BE ACQUIRED  DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE  BENEFIT PLAN OR OTHER
RETIREMENT  ARRANGEMENT  THAT IS SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED  ("ERISA"),
AND/OR  SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS AMENDED  (THE  "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE,  MASTER  SERVICER AND THE  SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY RELY WHICH IS  SATISFACTORY  TO THE SECURITIES
ADMINISTRATOR  THAT THE  PURCHASE  OF THIS  CERTIFICATE  IS  PERMISSIBLE  UNDER  APPLICABLE  LAW,  WILL NOT  CONSTITUTE  OR RESULT IN A
NON-EXEMPT PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.




Certificate No.1                                           Percentage Interest: 100%



Class I-XP Senior



Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Certificate Principal Balance of this
July 1, 2006                                               Certificate as of the Cut-off Date:
                                                           $0



                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
August 25, 2006                                            $0



Master Servicer:                                           CUSIP: ___________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                          BEAR STEARNS ALT-A TRUST 2006-5
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2006-5

         evidencing  a fractional  undivided  interest in the  distributions  allocable  to the Class I-XP  Certificates  with
         respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first
         liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.


                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund") primarily  consisting of conventional  adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties  (collectively,  the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer
of the Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below). The
Trust  Fund was  created  pursuant  to the  Pooling  and  Servicing  Agreement  dated  as of the  Cut-off  Date  specified  above  (the
"Agreement"),  among SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells Fargo,  as  securities  administrator  (the
"Securities  Administrator"),  EMC Mortgage  Corporation and Citibank,  N.A., as trustee (the  "Trustee"),  a summary of certain of the
pertinent  provisions of which is set forth hereafter.  To the extent not defined herein,  capitalized terms used herein shall have the
meaning ascribed to them in the Agreement.  This Certificate is issued under and is subject to the terms,  provisions and conditions of
the Agreement,  to which Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder
is bound.

                  The Securities  Administrator  will distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate is registered at the close of business on the last Business Day of the month  immediately
preceding the month of the related  Distribution  Date, an amount equal to the product of the Fractional  Undivided  Interest evidenced
by this  Certificate and the amount  required to be distributed to the Holders of  Certificates of the same Class as this  Certificate.
The Assumed  Final  Distribution  Date is the  Distribution  Date in the month  following  the latest  scheduled  maturity  date of any
Mortgage  Loan and is not  likely to be the date on which the  Certificate  Principal  Balance of this  Class of  Certificates  will be
reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The initial  Certificate  Principal  Balance of this  Certificate is set forth above.  The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,  and (ii) if requested by the  Securities
Administrator,  an Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification
(which  Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller,  the Trustee,  the Securities  Administrator  or
the Master Servicer in their  respective  capacities as such),  together with copies of the written  certification(s)  of the Holder of
the  Certificate  desiring to effect the transfer  and/or such Holder's  prospective  transferee  upon which such Opinion of Counsel is
based.  None of the Seller,  the Securities  Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other  securities  law or to take any action not  otherwise  required  under the
Agreement to permit the transfer of such Certificates without  registration or qualification.  Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee,  the Securities  Administrator,  the Seller,  the Seller and the Master
Servicer  against any  liability  that may result if the transfer is not so exempt or is not made in  accordance  with such federal and
state laws.

                  No transfer of this Class I-XP  Certificate  will be made unless the Trustee and the  Securities  Administrator  have
received  either (i) opinion of counsel for the benefit of the Trustee,  Master  Servicer and the  Securities  Administrator  and which
they may rely which is satisfactory to the Securities  Administrator  that the purchase of this certificate is permissible  under local
law,  will not  constitute  or result in a  non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code,  as amended (the  "Code"),  and will not
subject  the Master  Servicer,  the  Trustee or the  Securities  Administrator  to any  obligation  or  liability  in addition to those
undertaken in the Agreement or (ii) a  representation  letter stating that the  transferee is not acquiring  directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement  arrangement that is subject to Title I of ERISA,  and/or Section 4975 of
the Code  (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance for
Loan Group I or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has  determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.


                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Trustee


                                                              By:__________________________________________________
                                                                                Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

                  This is one of the Class I-XP Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator


                                                              By:_________________________________________________
                                                                                Authorized Signatory







                                                    ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                            EXHIBIT A-8

                                                    FORM OF CLASS II-A CERTIFICATE

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE  PRINCIPAL  PAYMENTS  HEREON.
ACCORDINGLY,  FOLLOWING THE INITIAL  ISSUANCE OF THE  CERTIFICATES,  THE  CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE
DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE ACQUIRING THIS  CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE  PRINCIPAL  BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS  CERTIFICATE  IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY TO THE
SECURITIES  ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY  AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




Certificate No. 1                                          Adjustable Pass-Through Rate



Class II-A Senior



                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
July 1, 2006                                               $____________



First Distribution Date:                                   Initial Certificate Principal Balance of this
August 25, 2006                                            Certificate as of the Cut-off Date: $__________



Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                           BEAR STEARNS ALT-A TRUST 2006-5
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2006-5

         evidencing  a fractional  undivided  interest in the  distributions  allocable  to the Class II-A  Certificates  with
         respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first
         liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Cede & Co. is the registered owner of the Fractional  Undivided  Interest evidenced hereby in the
beneficial  ownership  interest  of  Certificates  of the same  Class as this  Certificate  in a trust  (the  "Trust  Fund")  primarily
consisting of  conventional  adjustable  rate  mortgage  loans  secured by first liens on one- to four- family  residential  properties
(collectively,  the  "Mortgage  Loans") sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below).  The Trust
Fund was created  pursuant to the Pooling and  Servicing  Agreement  dated as of the Cut-off Date  specified  above (the  "Agreement"),
among  SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells  Fargo,  as  securities  administrator  (the  "Securities
Administrator"),  EMC Mortgage  Corporation  and  Citibank,  N.A.,  as trustee (the  "Trustee"),  a summary of certain of the pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,  capitalized  terms used herein shall have the meaning
ascribed to them in the  Agreement.  This  Certificate  is issued under and is subject to the terms,  provisions  and conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder is
bound.

                  Interest on this  Certificate  will accrue during the period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution Date on the Certificate  Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the  Agreement.  The Securities  Administrator  will  distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate  is  registered  at the close of business on the Business Day  immediately  preceding the
related  Distribution  Date so long as such  Certificate  remains in book-entry form (and otherwise,  the close of business on the last
Business  Day of the  month  immediately  preceding  the  month of such  Distribution  Date),  an amount  equal to the  product  of the
Fractional  Undivided  Interest  evidenced by this  Certificate and the amount (of interest,  if any) required to be distributed to the
Holders of Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is the Distribution  Date in the
month  following the latest  scheduled  maturity  date of any Mortgage  Loan and is not likely to be the date on which the  Certificate
Principal Balance of this Class of Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The initial  Certificate  Principal  Balance of this  Certificate is set forth above.  The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.



                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its individual capacity but solely as Securities Administrator


                                                              By:_________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class II-A Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator

                                                              By:_________________________________________________
                                                                                Authorized Signatory



                                                     ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                            EXHIBIT A-9

                                                    FORM OF CLASS II-X CERTIFICATE

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  UNLESS THIS  CERTIFICATE  IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY TO THE
SECURITIES  ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY  AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




Certificate No.1                                           _______%



Class II-X Senior



                                                         Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date:  as of the Cut-off Date:
July 1, 2006                                               $___________



                                                           Initial Notional Amount of this Certificate as of the
First Distribution Date:                                   Cut-off Date:
August 25, 2006                                            $___________



Master Servicer:                                           CUSIP: ____________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                          BEAR STEARNS ALT-A TRUST 2006-5
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2006-5

         evidencing  a fractional  undivided  interest in the  distributions  allocable  to the Class II-X  Certificates  with
         respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first
         liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Cede & Co. is the registered owner of the Fractional  Undivided  Interest evidenced hereby in the
beneficial  ownership  interest  of  Certificates  of the same  Class as this  Certificate  in a trust  (the  "Trust  Fund")  primarily
consisting of  conventional  adjustable  rate  mortgage  loans  secured by first liens on one- to four- family  residential  properties
(collectively,  the  "Mortgage  Loans") sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below).  The Trust
Fund was created  pursuant to the Pooling and  Servicing  Agreement  dated as of the Cut-off Date  specified  above (the  "Agreement"),
among  SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells  Fargo,  as  securities  administrator  (the  "Securities
Administrator"),  EMC Mortgage  Corporation  and  Citibank,  N.A.,  as trustee (the  "Trustee"),  a summary of certain of the pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,  capitalized  terms used herein shall have the meaning
ascribed to them in the  Agreement.  This  Certificate  is issued under and is subject to the terms,  provisions  and conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder is
bound.

                  Interest on this  Certificate  will accrue during the period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution  Date on the Notional  Amount  hereof at a per annum rate equal to the  Pass-Through  Rate set forth  above.  The
Securities  Administrator  will  distribute on the 25th day of each month,  or, if such 25th day is not a Business Day, the immediately
following  Business Day (each, a "Distribution  Date"),  commencing on the first  Distribution  Date specified  above, to the Person in
whose name this Certificate is registered at the close of business on the Business Day immediately  preceding the related  Distribution
Date so long as such  Certificate  remains in  book-entry  form (and  otherwise,  the close of business on the last Business Day of the
month immediately  preceding the month of such Distribution Date), an amount equal to the product of the Fractional  Undivided Interest
evidenced by this  Certificate  and the amount (of interest,  if any) required to be distributed to the Holders of  Certificates of the
same Class as this  Certificate.  The Assumed  Final  Distribution  Date is the  Distribution  Date in the month  following  the latest
scheduled  maturity  date of any  Mortgage  Loan and is not  likely  to be the date on  which  the  Notional  Amount  of this  Class of
Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice. The initial Notional Amount of this Certificate is set forth above.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.


                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.


Dated: July 31, 2006                                 WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its individual capacity but solely as Securities Administrator


                                                              By:__________________________________________________
                                                                                Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

                  This is one of the Class II-X Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator

                                                              By:_________________________________________________
                                                                                Authorized Signatory



                                                              ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed


                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

This information is provided by     __________________, the assignee named above, or ________________________, as its agent.




                                                                                                                           EXHIBIT A-10

                                               FORM OF CLASS II-B-[1][2][3] CERTIFICATE

                  THIS  CERTIFICATE IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS II-A  CERTIFICATES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE DECREASED  BY THE  PRINCIPAL  PAYMENTS  HEREON AND
REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.  ACCORDINGLY,  FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE DIFFERENT  FROM THE  DENOMINATION  SHOWN  BELOW.  ANYONE  ACQUIRING  THIS
CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS  CERTIFICATE  IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY TO THE
SECURITIES  ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST  COMPANY  AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         EACH BENEFICIAL  OWNER OF A CLASS  II-B-[1][2][3][4][5][6][7][8]  CERTIFICATE OR ANY INTEREST  THEREIN SHALL BE DEEMED TO HAVE
REPRESENTED,  BY VIRTUE OF ITS  ACQUISITION OR HOLDING OF THAT  CERTIFICATE OR INTEREST  THEREIN,  THAT EITHER (I) SUCH  CERTIFICATE IS
RATED AT  LEAST  "BBB-"  OR ITS  EQUIVALENT  BY  FITCH,  S&P AND  MOODY'S,  (II) IT IS NOT A PLAN  SUBJECT  TO TITLE I OF THE  EMPLOYEE
RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED,  OR SECTION 4975 OF THE CODE (EACH,  "PLAN") OR INVESTING  WITH "PLAN ASSETS" OF
ANY PLAN,  OR (III) (1) IT IS AN  INSURANCE  COMPANY,  (2) THE  SOURCE OF FUNDS USED TO ACQUIRE  OR HOLD THE  CERTIFICATE  OR  INTEREST
THEREIN IS AN "INSURANCE  COMPANY GENERAL  ACCOUNT," AS SUCH TERM IS DEFINED IN U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.




Certificate No.1                                           Adjustable Pass-Through Rate



Class II-B-[1][2][3] Subordinate



                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
July 1, 2006                                               $__________



First Distribution Date:                                   Initial Certificate Principal Balance of this
August 25, 2006                                            Certificate as of the Cut-off Date:   $__________



Master Servicer:                                           CUSIP: ___________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                           BEAR STEARNS ALT-A TRUST 2006-5
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2006-5

         evidencing a fractional undivided interest in the distributions  allocable to the Class  II-B-[1][2][3]  Certificates
         with respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage  loans secured by
         first liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Cede & Co. is the registered owner of the Fractional  Undivided  Interest evidenced hereby in the
beneficial  ownership  interest  of  Certificates  of the same  Class as this  Certificate  in a trust  (the  "Trust  Fund")  primarily
consisting of  conventional  adjustable  rate  mortgage  loans  secured by first liens on one- to four- family  residential  properties
(collectively,  the  "Mortgage  Loans") sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") and Master
Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below).  The Trust
Fund was created  pursuant to the Pooling and  Servicing  Agreement  dated as of the Cut-off Date  specified  above (the  "Agreement"),
among  SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells  Fargo,  as  securities  administrator  (the  "Securities
Administrator"),  EMC Mortgage  Corporation  and  Citibank,  N.A.,  as trustee (the  "Trustee"),  a summary of certain of the pertinent
provisions of which is set forth  hereafter.  To the extent not defined  herein,  capitalized  terms used herein shall have the meaning
ascribed to them in the  Agreement.  This  Certificate  is issued under and is subject to the terms,  provisions  and conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder is
bound.

                  Interest on this  Certificate  will accrue during the period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution Date on the Certificate  Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the  Agreement.  The Securities  Administrator  will  distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate  is  registered  at the close of business on the Business Day  immediately  preceding the
related  Distribution  Date so long as such  Certificate  remains in book-entry form (and otherwise,  the close of business on the last
Business  Day of the  month  immediately  preceding  the  month of such  Distribution  Date),  an amount  equal to the  product  of the
Fractional  Undivided  Interest  evidenced by this  Certificate and the amount (of interest,  if any) required to be distributed to the
Holders of Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is the Distribution  Date in the
month  following the latest  scheduled  maturity  date of any Mortgage  Loan and is not likely to be the date on which the  Certificate
Principal Balance of this Class of Certificates will be reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The initial  Certificate  Principal  Balance of this  Certificate is set forth above.  The
Certificate  Principal  Balance hereof will be reduced to the extent of  distributions  allocable to principal  hereon and any Realized
Losses allocable hereto.

         Each beneficial owner of a Class  II-B-[1][2][3]  Certificate or any interest therein shall be deemed to have represented,  by
virtue of its  acquisition  or holding of that  Certificate  or interest  therein,  that either (i) such  Certificate is rated at least
"BBB-" or its  equivalent by Fitch,  S&P and Moody's,  (ii) it is not a plan subject to Title I of the Employee  Retirement  Investment
Security  Act of 1974,  as amended,  or Section  4975 of the Code (each,  a "Plan") or  investing  with "plan  assets" of any Plan,  or
(iii)(1)  it is an  insurance  company,  (2) the  source of funds used to acquire or hold the  Certificate  or  interest  therein is an
"insurance  company  general  account," as such term is defined in U.S.  Department of Labor  Prohibited  Transaction  Class  Exemption
("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Seller,  the Master  Servicer,  the Securities  Administrator  and
the Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master  Servicer,
the Securities  Administrator and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreements by the Master Servicer
and the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than
51% of the Trust Fund (or in certain cases,  Holders of Certificates of affected  Classes  evidencing such percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreements in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.



                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its individual capacity but solely as Securities Administrator


                                                              By:__________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class II-B-[1][2][3] Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator

                                                              By:_________________________________________________
                                                                                Authorized Signatory



                                                     ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                           EXHIBIT A-11

                                                               RESERVED




                                                                                                                           EXHIBIT A-12
                                               FORM OF CLASS II-B-[4][5][6] CERTIFICATE

                  THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A,  CLASS II-B-1,  CLASS II-B-2 AND CLASS II-B-3
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST" IN A "REAL ESTATE  MORTGAGE
INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  860G AND 860D OF THE INTERNAL  REVENUE CODE OF 1986 (THE
"CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE  PRINCIPAL  PAYMENTS  HEREON.
ACCORDINGLY,  FOLLOWING THE INITIAL  ISSUANCE OF THE  CERTIFICATES,  THE  CERTIFICATE  PRINCIPAL  BALANCE OF THIS  CERTIFICATE  WILL BE
DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE ACQUIRING THIS  CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE  PRINCIPAL  BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  THIS  CERTIFICATE  HAS NOT  BEEN AND WILL NOT BE  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED,  RESOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE  SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT THE REOFFER,  RESALE,  PLEDGE OR OTHER  TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED  FORM TO AN  "INSTITUTIONAL  ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY  OWNERS COME WITHIN SUCH  PARAGRAPHS  PURCHASING  NOT
FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE  SECURITIES  ADMINISTRATOR  OF A LETTER
SUBSTANTIALLY  IN THE FORM  PROVIDED  IN THE  AGREEMENT  AND (B) THE RECEIPT BY THE  SECURITIES  ADMINISTRATOR  OF SUCH OTHER  EVIDENCE
ACCEPTABLE TO THE SECURITIES  ADMINISTRATOR THAT SUCH REOFFER,  RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE  SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

                  THIS  CERTIFICATE MAY NOT BE ACQUIRED  DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE  BENEFIT PLAN OR OTHER
RETIREMENT  ARRANGEMENT  THAT IS SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED  ("ERISA"),
AND/OR  SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS AMENDED  (THE  "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE,  MASTER  SERVICER AND THE  SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY RELY WHICH IS  SATISFACTORY  TO THE SECURITIES
ADMINISTRATOR  THAT THE  PURCHASE  OF THIS  CERTIFICATE  IS  PERMISSIBLE  UNDER  APPLICABLE  LAW,  WILL NOT  CONSTITUTE  OR RESULT IN A
NON-EXEMPT PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.




Certificate No.1                                           Adjustable Pass-Through Rate



Class II-B-[4][5][6] Senior



                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
July 1, 2006                                               $__________



                                                          Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
August 25, 2006                                            $__________



Master Servicer:                                           CUSIP: ____________
Wells Fargo Bank, National Association



Assumed Final Distribution Date:
August 25, 2036



                                          BEAR STEARNS ALT-A TRUST 2006-5
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2006-5

         evidencing a fractional undivided interest in the distributions  allocable to the Class  II-B-[4][5][6]  Certificates
         with respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage  loans secured by
         first liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely from the assets of the Trust Fund,  and does not  represent an obligation of or
interest in Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"), the Master  Servicer,  the Securities  Administrator  or the
Trustee  referred to below or any of their affiliates or any other person.  Neither this Certificate nor the underlying  Mortgage Loans
are guaranteed or insured by any  governmental  entity or by SAMI II, the Master Servicer or the Trustee or any of their  affiliates or
any other  person.  None of SAMI II, the Master  Servicer  or any of their  affiliates  will have any  obligation  with  respect to any
certificate or other obligation secured by or payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund") primarily  consisting of conventional  adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties  (collectively,  the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to SAMI II. Wells Fargo Bank,  National  Association  ("Wells Fargo") will act as master servicer
of the Mortgage Loans (the "Master  Servicer," which term includes any successors  thereto under the Agreement  referred to below). The
Trust  Fund was  created  pursuant  to the  Pooling  and  Servicing  Agreement  dated  as of the  Cut-off  Date  specified  above  (the
"Agreement"),  among SAMI II, as  depositor  (the  "Seller"),  the Master  Servicer,  Wells Fargo,  as  securities  administrator  (the
"Securities  Administrator"),  EMC Mortgage  Corporation and Citibank,  N.A., as trustee (the  "Trustee"),  a summary of certain of the
pertinent  provisions of which is set forth hereafter.  To the extent not defined herein,  capitalized terms used herein shall have the
meaning ascribed to them in the Agreement.  This Certificate is issued under and is subject to the terms,  provisions and conditions of
the Agreement,  to which Agreement the Holder of this  Certificate by virtue of its acceptance  hereof assents and by which such Holder
is bound.

                  The Securities  Administrator  will distribute on the 25th day of each month,  or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above,
to the Person in whose name this  Certificate is registered at the close of business on the last Business Day of the month  immediately
preceding the month of the related  Distribution  Date, an amount equal to the product of the Fractional  Undivided  Interest evidenced
by this  Certificate and the amount  required to be distributed to the Holders of  Certificates of the same Class as this  Certificate.
The Assumed  Final  Distribution  Date is the  Distribution  Date in the month  following  the latest  scheduled  maturity  date of any
Mortgage  Loan and is not  likely to be the date on which the  Certificate  Principal  Balance of this  Class of  Certificates  will be
reduced to zero.

                  Distributions on this Certificate will be made by the Securities  Administrator by check mailed to the address of the
Person entitled  thereto as such name and address shall appear on the Certificate  Register or, if such Person so requests by notifying
the  Securities  Administrator  in writing as  specified in the  Agreement,  by wire  transfer.  Notwithstanding  the above,  the final
distribution on this  Certificate will be made after due notice by the Securities  Administrator  of the pendency of such  distribution
and only upon  presentation  and surrender of this Certificate at the office or agency  appointed by the Securities  Administrator  for
that purpose and designated in such notice.  The initial  Certificate  Principal  Balance of this  Certificate is set forth above.  The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,  and (ii) if requested by the  Securities
Administrator,  an Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification
(which  Opinion of Counsel shall not be an expense of the Trust Fund or of the Seller,  the Trustee,  the Securities  Administrator  or
the Master Servicer in their  respective  capacities as such),  together with copies of the written  certification(s)  of the Holder of
the  Certificate  desiring to effect the transfer  and/or such Holder's  prospective  transferee  upon which such Opinion of Counsel is
based.  None of the Seller,  the Securities  Administrator or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other  securities  law or to take any action not  otherwise  required  under the
Agreement to permit the transfer of such Certificates without  registration or qualification.  Any Holder desiring to effect a transfer
of this Certificate shall be required to indemnify the Trustee,  the Securities  Administrator,  the Seller,  the Seller and the Master
Servicer  against any  liability  that may result if the transfer is not so exempt or is not made in  accordance  with such federal and
state laws.

                  No  transfer  of  this  Class  II-B-[4][5][6]  Certificate  will be  made  unless  the  Trustee  and  the  Securities
Administrator  have  received  either (i)  opinion of counsel  for the  benefit of the  Trustee,  Master  Servicer  and the  Securities
Administrator  and which they may rely which is satisfactory to the Securities  Administrator  that the purchase of this certificate is
permissible  under local law, will not constitute or result in a non-exempt  prohibited  transaction  under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal Revenue Code, as amended (the "Code"),
and will not subject the Master  Servicer,  the Trustee or the Securities  Administrator  to any obligation or liability in addition to
those undertaken in the Agreement or (ii) a representation  letter stating that the transferee is not acquiring  directly or indirectly
by, or on behalf of, an employee  benefit plan or other  retirement  arrangement  that is subject to Title I of ERISA,  and/or  Section
4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of Certificates  designated as set forth on the face hereof (the
"Certificates").  The  Certificates,  in the  aggregate,  evidence the entire  beneficial  ownership  interest in the Trust Fund formed
pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look solely to the Trust Fund for
payment  hereunder and that neither the Securities  Administrator  nor the Trustee is liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly  provided in the Agreement,  subject to any liability under the
Agreement.

                  This  Certificate  does not purport to  summarize  the  Agreement  and  reference  is made to the  Agreement  for the
interests,  rights and limitations of rights, benefits,  obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment thereof and of the Servicing
Agreement and the modification of the rights and obligations of the Seller, the Master Servicer,  the Securities  Administrator and the
Trustee and the rights of the  Certificateholders  under the Agreement from time to time by EMC, the Seller,  the Master Servicer,  the
Securities  Administrator  and the Trustee,  and (ii) the amendment  thereof and of the Servicing  Agreement by the Master Servicer and
the Trustee with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests  aggregating not less than 51%
of the Trust Fund (or in certain cases,  Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the Fractional
Undivided  Interests  thereof).  Any such consent by the Holder of this Certificate  shall be conclusive and binding on such Holder and
upon all future Holders of this  Certificate  and of any  Certificate  issued upon the transfer hereof or in lieu hereof whether or not
notation of such  consent is made upon this  Certificate.  The  Agreement  also  permits  the  amendment  thereof and of the  Servicing
Agreement in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the transfer of this Certificate
is registrable  with the Securities  Administrator  upon surrender of this  Certificate for  registration of transfer at the offices or
agencies  maintained by the Securities  Administrator  for such purposes,  duly endorsed by, or accompanied by a written  instrument of
transfer in form  satisfactory  to the  Securities  Administrator  duly executed by the Holder  hereof or such  Holder's  attorney duly
authorized  in  writing,  and  thereupon  one or more new  Certificates  in  authorized  denominations  representing  a like  aggregate
Fractional Undivided Interest will be issued to the designated transferee.

                  The  Certificates  are issuable  only as registered  Certificates  without  coupons in the Classes and  denominations
specified in the Agreement.  As provided in the Agreement and subject to certain  limitations  therein set forth,  this  Certificate is
exchangeable for one or more new Certificates  evidencing the same Class and in the same aggregate  Fractional  Undivided Interest,  as
requested by the Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such registration of transfer,  but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other  governmental  charge payable in connection  therewith.
The Seller, the Master Servicer,  the Trustee, the Securities  Administrator and any agent of any of them may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes,  and none of the Seller,  the Master  Servicer,  the Trustee,
the Securities Administrator or any such agent shall be affected by notice to the contrary.

                  The  obligations  created by the Agreement and the Trust Fund created  thereby  (other than the  obligations  to make
payments to  Certificateholders  with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the  Agreement,  or (ii) the optional  repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance  with the terms of the  Agreement.  Such optional  repurchase  may be made only if (i) the
Scheduled  Principal  Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance for
Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and the Trustee has determined  that
the REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost
for the  then-current  taxable  year.  The exercise of such right will effect the early  retirement of the  Certificates.  In no event,
however,  will the Trust Fund created by the Agreement  continue  beyond the expiration of 21 years after the death of certain  persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an authorized  signatory of the Securities  Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.



                  IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: July 31, 2006                                          WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Securities Administrator


                                                              By:__________________________________________________
                                                                                Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

                  This is one of the Class II-B-[4][5][6] Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Securities Administrator


                                                              By:_________________________________________________
                                                                                Authorized Signatory



                                                    ASSIGNMENT

                  FOR    VALUE    RECEIVED,     the    undersigned     hereby     sell(s),     assign(s)    and    transfer(s)     unto
__________________________________  (Please  print or typewrite  name and address  including  postal zip code of assignee) a Fractional
Undivided  Interest  evidenced by the within Mortgage  Pass-Through  Certificate and hereby  authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.

                  I (We) further direct the Certificate  Registrar to issue a new Certificate of a like  denomination and Class, to the
above named assignee and deliver such Certificate to the following address:




Dated:
                                                              _____________________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________________
                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions   shall   be   made,   by  wire   transfer   or   otherwise,   in   immediately   available   funds  to
_________________________________  for the account of _________________________  account number _____________,  or, if mailed by check,
to ______________________________.  Applicable statements should be mailed to _____________________________________________.

                  This information is provided by    __________________,  the assignee  named above,  or  ________________________,  as
its agent.




                                                                                                                              EXHIBIT B
                                              MORTGAGE LOAN SCHEDULE



                                         CURRENT_BALANCE               PAYMENT           STATED_ORIGINAL_TERM
_______________________________________________________________________________________________________________
1             GI. OC                              460000               2970.83                   360
2             GI. OC                              760000               5066.67                   360
3             GI. OC                              234500               1538.91                   360
4             GI. OC                           124932.99                897.66                   360
5             GI. OC                              190094               1267.29                   360
6             GI. OC                           137778.49                904.17                   360
7             GI. OC                              388000               2546.25                   360
8             GI. OC                            41714.25                273.75                   360
9             GI. OC                           367044.13               2386.84                   360
10            GI. OC                              324350               1824.47                   360
11            GI. OC                           272759.14               1748.05                   360
12            GII. SS                             256000                  1600                   360
13            GI. OC                              129520                836.48                   360
14            GI. OC                             1012500               7066.41                   360
15            GI. OC                              995000               6426.04                   360
16            GI. OC                           269599.11               1460.33                   360
17            GI. OC                              417000                2432.5                   360
18            GI. OC                              287550               1617.47                   360
19            GI. OC                              264000                1457.5                   360
20            GI. OC                            256246.8               1561.56                   360
21            GI. OC                              351500               2416.56                   360
22            GII. SS                             700000               3716.09                   360
23            GI. OC                              327000               1737.19                   360
24            GI. OC                              577600                  3610                   360
25            GI. OC                              108000                686.25                   360
26            GI. OC                              234000               1511.25                   360
27            GI. OC                              650000               4333.33                   360
28            GI. OC                              249520               1585.49                   360
29            GI. OC                           299782.86               2123.39                   360
30            GI. OC                           322966.48               2212.04                   360
31            GI. OC                           127760.44                972.28                   360
32            GI. OC                              204000               1296.25                   360
33            GI. OC                           206159.46               1304.25                   360
34            GI. OC                              472872               3152.48                   360
35            GI. OC                             1020207               6588.84                   360
36            GI. OC                              194447               1134.27                   360
37            GII. SS                             700000               3864.58                   360
38            GI. OC                           239854.61               1845.39                   360
39            GI. OC                              228000               1543.75                   360
40            GI. OC                              182000               1156.46                   360
41            GI. OC                              165600                  1173                   360
42            GI. OC                              244799               1351.49                   360
43            GI. OC                              492000                3382.5                   360
44            GI. OC                              427796                2941.1                   360
45            GI. OC                           539483.24                3091.6                   360
46            GI. OC                           824827.48               5069.25                   360
47            GI. OC                           287341.65               1406.78                   360
48            GI. OC                           358904.24               1831.91                   360
49            GI. OC                            536180.1               3237.57                   360
50            GI. OC                            65752.37                465.73                   360
51            GI. OC                              104000                693.33                   360
52            GI. OC                              466200               3059.44                   360
53            GI. OC                              199200               1348.75                   360
54            GI. OC                              203200                  1397                   360
55            GI. OC                              220000               1420.83                   360
56            GI. OC                              280000               1895.83                   360
57            GI. OC                              100720                660.98                   360
58            GI. OC                              520000               3683.33                   360
59            GI. OC                              412450               2835.59                   360
60            GI. OC                              281200               1581.75                   360
61            GI. OC                              580000               3685.42                   360
62            GI. OC                              608000                  3800                   360
63            GI. OC                              596000                  3725                   360
64            GI. OC                             1875000              12890.63                   360
65            GI. OC                              495200               3198.17                   360
66            GI. OC                             1940000              12327.08                   360
67            GI. OC                              712000               4746.67                   360
68            GI. OC                             1500000                9687.5                   360
69            GI. OC                              420000                  2800                   360
70            GI. OC                             2999500              19371.77                   360
71            GI. OC                           411707.48               2616.06                   360
72            GI. OC                              967500               6046.88                   360
73            GI. OC                              522304               3373.21                   360
74            GI. OC                              146300                 807.7                   300
75            GI. OC                              434000               2622.08                   300
76            GI. OC                            192261.6               1161.58                   300
77            GI. OC                              148800                   899                   300
78            GI. OC                               26483                   160                   300
79            GI. OC                           249162.66                828.47                   300
80            GI. OC                              272000                 904.4                   300
81            GI. OC                           475920.88               1582.44                   300
82            GI. OC                           559044.55               1858.82                   300
83            GI. OC                           100051.78                332.67                   300
84            GI. OC                              241680                803.59                   300
85            GI. OC                               65000                216.13                   300
86            GII. SS                            1536000                  9280                   360
87            GII. SS                             594000               3279.38                   360
88            GII. SS                            1087500               5777.34                   360
89            GII. SS                             371250               2242.97                   360
90            GII. SS                             600000                2937.5                   360
91            GI. OC                              122500                765.63                   360
92            GI. OC                            88938.75                645.31                   360
93            GI. OC                              200000               1416.67                   360
94            GI. OC                              104000                736.67                   360
95            GI. OC                              122400                   867                   360
96            GI. OC                              175500               1151.72                   360
97            GI. OC                              100000                656.25                   360
98            GI. OC                           146072.17               1124.54                   360
99            GII. SS                             250000               1380.21                   360
100           GI. OC                            93480.21                703.19                   360
101           GI. OC                              100000                697.92                   360
102           GI. OC                            63861.29                491.34                   360
103           GI. OC                               82000                529.58                   360
104           GI. OC                              431200               2829.75                   360
105           GII. SS                             253350               1425.09                   360
106           GI. OC                              368188               2109.41                   360
107           GI. OC                              332258               1903.56                   360
108           GI. OC                           275756.49               1767.26                   360
109           GI. OC                              379920                2374.5                   360
110           GII. SS                             585000               3168.75                   360
111           GII. SS                             750000                  3750                   360
112           GII. SS                          749249.51               3902.55                   360
113           GII. SS                             386400                2173.5                   360
114           GII. SS                             772000               4101.25                   360
115           GII. SS                             580000                3262.5                   360
116           GII. SS                         1124400.01               6441.88                   360
117           GII. SS                             516000                  2580                   360
118           GII. SS                           519154.5               2916.97                   360
119           GII. SS                          989106.61                5151.6                   360
120           GII. SS                          473617.91               3041.48                   360
121           GII. SS                             416000               2296.67                   360
122           GII. SS                            1126531               6336.74                   360
123           GII. SS                          375768.19               2152.84                   360
124           GII. SS                          489695.56               2397.55                   360
125           GII. SS                             410000               2135.42                   360
126           GII. SS                             500000               2968.75                   360
127           GII. SS                             554675               3177.83                   360
128           GII. SS                             607200                  3542                   360
129           GII. SS                           375939.7                1879.7                   360
130           GII. SS                          649999.99               3859.38                   360
131           GII. SS                             420000                2362.5                   360
132           GII. SS                             468892               2637.52                   360
133           GII. SS                             650000               3453.13                   360
134           GII. SS                             920000                5462.5                   360
135           GII. SS                          479880.02               2599.35                   360
136           GII. SS                             451200                  2632                   360
137           GII. SS                          505940.83               2740.52                   360
138           GII. SS                             467900               2583.22                   360
139           GII. SS                             645000                  3225                   360
140           GII. SS                             192000                  1200                   360
141           GII. SS                             417600                  2436                   360
142           GII. SS                           460223.2               3028.44                   360
143           GI. OC                              572800               3699.33                   360
144           GI. OC                              170100                956.81                   360
145           GI. OC                              383278               2555.19                   360
146           GI. OC                             87977.4                636.77                   480
147           GI. OC                              307500               2017.97                   360
148           GI. OC                              112500                773.44                   360
149           GI. OC                           113531.18                873.49                   360
150           GI. OC                            83897.86                645.89                   360
151           GI. OC                              348000                2392.5                   360
152           GI. OC                              260200               1788.88                   360
153           GI. OC                            93728.91                747.02                   360
154           GI. OC                              174400                  1199                   360
155           GI. OC                              280000               1954.17                   360
156           GI. OC                              201043               1424.05                   360
157           GI. OC                           142108.38                1006.6                   360
158           GII. SS                             412700               2536.39                   360
159           GI. OC                              171026               1122.36                   360
160           GI. OC                              177600                  1147                   360
161           GI. OC                            78690.88                571.35                   360
162           GI. OC                              198000                  1320                   360
163           GI. OC                              327200               2317.67                   360
164           GI. OC                              148000               1048.33                   360
165           GI. OC                             1217750               8625.73                   360
166           GI. OC                              268000               1730.83                   360
167           GI. OC                           156697.43               1164.24                   360
168           GI. OC                              266250               1830.47                   360
169           GI. OC                              168640               1089.13                   360
170           GI. OC                              411200               2741.33                   360
171           GI. OC                              139600                974.29                   360
172           GI. OC                              222750                1415.4                   360
173           GII. SS                              54000                420.01                   360
174           GII. SS                             126000                 892.5                   360
175           GI. OC                               84400                536.29                   360
176           GI. OC                              496000                  3410                   360
177           GI. OC                              268000                1507.5                   360
178           GI. OC                              880000               6416.67                   360
179           GI. OC                              187500                  1250                   360
180           GI. OC                              166000               1175.83                   360
181           GI. OC                              203080               1438.48                   360
182           GI. OC                               88250                639.87                   360
183           GI. OC                              167672               1152.75                   360
184           GI. OC                              163943               1144.19                   360
185           GI. OC                              244400               1603.88                   360
186           GI. OC                              364000               2426.67                   360
187           GI. OC                               61600                 423.5                   360
188           GI. OC                              620000                4262.5                   360
189           GI. OC                              105600                821.35                   360
190           GI. OC                               67920                 481.1                   360
191           GI. OC                              216000                  1125                   360
192           GI. OC                              416990                2736.5                   360
193           GI. OC                              112800                740.25                   360
194           GI. OC                              120000                 922.7                   360
195           GI. OC                              280000               1808.33                   360
196           GI. OC                           155144.64                985.81                   360
197           GI. OC                              208000               1321.67                   360
198           GI. OC                              249000                  1245                   360
199           GI. OC                              495200               2940.25                   360
200           GI. OC                            99087.47                650.26                   360
201           GI. OC                           179119.98               1175.47                   360
202           GI. OC                            91548.02                667.06                   360
203           GI. OC                           134999.99                885.94                   360
204           GI. OC                           150565.37                1096.3                   360
205           GI. OC                              203561               1145.03                   360
206           GII. SS                             570000               2968.75                   360
207           GI. OC                              308294               2151.64                   360
208           GII. SS                             333892                1947.7                   360
209           GI. OC                              538530               3029.23                   360
210           GI. OC                              181200               1170.25                   360
211           GI. OC                              588792               3802.61                   360
212           GI. OC                              215200               1232.92                   360
213           GI. OC                              528000                  2860                   360
214           GI. OC                              339965               1699.83                   360
215           GI. OC                              262751               1833.78                   360
216           GI. OC                              355081               2330.22                   360
217           GI. OC                              360720               1164.83                   360
218           GI. OC                           396266.14               2187.72                   360
219           GI. OC                           249539.67               1455.65                   360
220           GI. OC                              246628                 796.4                   360
221           GI. OC                              209778                677.41                   360
222           GII. SS                             300000                  1500                   360
223           GII. SS                             412500               2363.28                   360
224           GII. SS                          447500.04                2563.8                   360
225           GII. SS                             840000                5162.5                   360
226           GII. SS                             569558               3441.22                   360
227           GII. SS                             929000               4935.31                   360
228           GII. SS                             940000                  5875                   360
229           GII. SS                             566400                  3658                   360
230           GII. SS                             480000                  2950                   360
231           GII. SS                             504000                  2520                   360
232           GII. SS                             780000               4143.75                   360
233           GII. SS                             620000               3552.08                   360
234           GII. SS                          435995.42               2225.39                   360
235           GII. SS                             497600               2850.83                   360
236           GI. OC                              187500               1191.41                   360
237           GI. OC                              183750               1167.58                   360
238           GII. SS                             176000               1191.67                   360
239           GI. OC                              248000               1575.83                   360
240           GI. OC                              145520               1030.77                   360
241           GI. OC                              200000               1291.67                   360
242           GI. OC                              198000               1381.87                   360
243           GI. OC                              280000               1866.67                   360
244           GI. OC                              286460               1909.73                   360
245           GI. OC                              101616                719.78                   360
246           GI. OC                              230400                  1608                   360
247           GI. OC                              490400               3218.25                   360
248           GI. OC                              222790               1462.06                   360
249           GI. OC                           104186.85                801.59                   360
250           GI. OC                           141514.22               1088.78                   360
251           GI. OC                              780000               5443.75                   360
252           GI. OC                           137207.83               1055.65                   360
253           GI. OC                           154306.47                1187.2                   360
254           GI. OC                             1425000              10093.75                   360
255           GI. OC                              393750               2789.06                   360
256           GI. OC                              164500               1165.21                   360
257           GI. OC                              310563               2135.12                   360
258           GI. OC                              213750               1536.33                   360
259           GI. OC                              432810               2795.23                   360
260           GI. OC                              252032               1732.72                   360
261           GI. OC                              179999               1274.99                   360
262           GI. OC                               59850                392.77                   360
263           GI. OC                            102937.6                791.98                   360
264           GI. OC                              247232               1673.97                   360
265           GI. OC                              186480               1301.47                   360
266           GI. OC                              154500               1062.19                   360
267           GI. OC                              404000               2651.25                   360
268           GI. OC                              101250                653.91                   360
269           GI. OC                              210400               1380.75                   360
270           GI. OC                           105935.78                815.05                   360
271           GI. OC                           106335.55                818.12                   360
272           GI. OC                           107534.82                827.35                   360
273           GI. OC                           112731.67                867.33                   360
274           GI. OC                            87147.18                670.49                   360
275           GI. OC                           328709.73               1955.53                   360
276           GI. OC                              280000               1983.33                   360
277           GI. OC                            87147.18                670.49                   360
278           GI. OC                            91944.27                 707.4                   360
279           GI. OC                              280000               1866.67                   360
280           GI. OC                              371300               2591.36                   360
281           GI. OC                              107200                759.33                   360
282           GII. SS                             404000               2188.33                   360
283           GI. OC                              187600               1289.75                   360
284           GI. OC                               91000                587.71                   360
285           GII. SS                             216800                1219.5                   360
286           GI. OC                              312450               2115.55                   360
287           GI. OC                              287200               1914.67                   360
288           GI. OC                            59462.06                   447                   360
289           GI. OC                              356000               2299.17                   360
290           GI. OC                           127911.91                928.09                   360
291           GI. OC                           102666.76                 789.9                   360
292           GI. OC                              211800               1434.06                   360
293           GI. OC                              132400                937.83                   360
294           GI. OC                              139920                918.23                   360
295           GI. OC                              336000                  2205                   360
296           GI. OC                           172686.96               1283.04                   360
297           GI. OC                               78400                506.33                   360
298           GI. OC                              129849                906.24                   360
299           GI. OC                              592000               4131.67                   360
300           GI. OC                              204000                  1360                   360
301           GI. OC                              256461                1816.6                   360
302           GI. OC                              135920                962.77                   360
303           GI. OC                              192800               1285.33                   360
304           GI. OC                              176000                  1210                   360
305           GI. OC                             1286300               8575.33                   360
306           GI. OC                              236488               1527.32                   360
307           GI. OC                              288000                  2010                   360
308           GI. OC                              531900               3490.59                   360
309           GI. OC                              229600               1602.42                   360
310           GI. OC                              863200               5844.58                   360
311           GI. OC                           256644.43               1974.57                   360
312           GI. OC                           107934.57                830.43                   360
313           GI. OC                              132000                   880                   360
314           GI. OC                               84800                600.67                   360
315           GI. OC                              210000                  1400                   360
316           GI. OC                               63200                447.67                   360
317           GII. SS                             115000                622.92                   360
318           GI. OC                              210000                  1400                   360
319           GI. OC                              197000               1292.81                   360
320           GI. OC                              330000               2268.75                   360
321           GI. OC                           199875.68               1520.15                   360
322           GI. OC                               85600                606.33                   360
323           GI. OC                              184976               1233.17                   360
324           GI. OC                              990000               6393.75                   360
325           GI. OC                            52048.45                400.45                   360
326           GI. OC                            54367.04                418.29                   360
327           GI. OC                            63561.47                489.03                   360
328           GI. OC                               55200                   391                   360
329           GI. OC                              176358                1249.2                   360
330           GI. OC                            54522.45                 395.6                   360
331           GI. OC                              432250               2296.33                   360
332           GI. OC                              639200               4527.67                   360
333           GI. OC                              110400                 747.5                   360
334           GI. OC                              384000                  2520                   360
335           GI. OC                              270800               1861.75                   360
336           GI. OC                              172830               1188.21                   360
337           GI. OC                          1217911.27               8836.78                   360
338           GI. OC                              210680               1382.59                   360
339           GI. OC                              112000                821.82                   360
340           GI. OC                               68000                453.33                   360
341           GI. OC                              248000               1679.17                   360
342           GI. OC                              246400               1591.33                   360
343           GI. OC                              328800               2157.75                   360
344           GI. OC                              287200               2034.33                   360
345           GI. OC                              224500               1543.44                   360
346           GI. OC                              344000               2221.67                   360
347           GI. OC                              276450               1900.59                   360
348           GI. OC                              173600               1211.58                   360
349           GI. OC                              224312               1518.78                   360
350           GI. OC                              249920                1718.2                   360
351           GI. OC                            163999.8                1057.8                   360
352           GI. OC                              259513               1995.43                   360
353           GI. OC                            193682.6               1371.92                   360
354           GI. OC                              352000               2456.67                   360
355           GI. OC                              344800               2226.83                   360
356           GI. OC                              400000               2583.33                   360
357           GI. OC                              136000                920.83                   360
358           GI. OC                              632000               4213.33                   360
359           GI. OC                              144000                  1020                   360
360           GI. OC                           114348.63                809.97                   360
361           GI. OC                              157600               1034.25                   360
362           GI. OC                            46471.83                357.54                   360
363           GI. OC                              362400               2378.25                   360
364           GI. OC                           179876.13               1305.12                   360
365           GI. OC                              288900               1986.19                   360
366           GI. OC                              202500               1320.47                   360
367           GI. OC                            87946.69                676.64                   360
368           GI. OC                              129675                891.52                   360
369           GI. OC                           247849.76               1906.91                   360
370           GI. OC                              150300               1064.62                   360
371           GI. OC                            51064.83                370.51                   360
372           GI. OC                           131840.08               1014.35                   360
373           GI. OC                              245400               1584.87                   360
374           GI. OC                           147110.83               1131.84                   360
375           GI. OC                              110320                769.94                   360
376           GI. OC                               80000                533.33                   360
377           GI. OC                              153872               1025.81                   360
378           GI. OC                              311200               2042.25                   360
379           GI. OC                           355673.05               2673.76                   360
380           GI. OC                              132000                866.25                   360
381           GI. OC                              169600                  1113                   360
382           GI. OC                              210000                  1400                   360
383           GI. OC                              136800                897.75                   360
384           GI. OC                              225400               1479.19                   360
385           GI. OC                           129910.54                942.59                   360
386           GI. OC                              241500                  1610                   360
387           GI. OC                              137600                931.67                   360
388           GI. OC                              515300               3596.36                   360
389           GI. OC                              163400               1157.42                   360
390           GI. OC                              612500               4338.54                   360
391           GI. OC                              219200               1552.67                   360
392           GI. OC                              200300               1418.79                   360
393           GI. OC                               62950                432.78                   360
394           GI. OC                              115200                   804                   360
395           GI. OC                              209600               1484.67                   360
396           GI. OC                              124792                818.95                   360
397           GI. OC                              122500                854.95                   360
398           GI. OC                           165019.97               1269.63                   360
399           GI. OC                              360000                2362.5                   360
400           GI. OC                             1085000               7233.33                   360
401           GI. OC                              211900                1633.4                   360
402           GI. OC                              203520                1441.6                   360
403           GI. OC                              200000               1291.67                   360
404           GI. OC                              188930               1239.85                   360
405           GI. OC                              126000                826.88                   360
406           GI. OC                              133000                872.81                   360
407           GI. OC                              369280                2423.4                   360
408           GI. OC                           151790.09               1102.11                   360
409           GI. OC                             1924950              13635.06                   360
410           GI. OC                             1680000                 11200                   360
411           GI. OC                              111920                769.45                   360
412           GI. OC                           127122.94                978.06                   360
413           GI. OC                              188800               1199.67                   360
414           GI. OC                              168000                  1155                   360
415           GI. OC                              308000               2181.67                   360
416           GI. OC                           213620.51               1643.55                   360
417           GI. OC                           200587.21               1140.16                   360
418           GI. OC                              247900               1213.68                   360
419           GI. OC                              172000               1218.33                   360
420           GI. OC                            94541.91                727.83                   360
421           GI. OC                               63000                413.44                   360
422           GI. OC                              320000               2266.67                   360
423           GI. OC                              196000               1388.33                   360
424           GI. OC                              104000                736.67                   360
425           GI. OC                              169040               1197.37                   360
426           GI. OC                              126000                 892.5                   360
427           GI. OC                              266250               1747.27                   360
428           GI. OC                              151200                992.25                   360
429           GI. OC                              205000               1323.96                   360
430           GI. OC                              222101                1434.4                   360
431           GI. OC                              312000                2047.5                   360
432           GI. OC                              142400                 934.5                   360
433           GI. OC                              125560                810.91                   360
434           GI. OC                              376051               2428.66                   360
435           GI. OC                              298296               2050.79                   360
436           GI. OC                              250400               1773.67                   360
437           GI. OC                              260000               1841.67                   360
438           GI. OC                           219772.43                1613.7                   360
439           GI. OC                              151920                996.98                   360
440           GI. OC                              142550               1009.73                   360
441           GI. OC                              180000                1162.5                   360
442           GI. OC                              295200                1906.5                   360
443           GI. OC                              203900               1316.85                   360
444           GI. OC                              305212                1812.2                   360
445           GI. OC                              370050               2389.91                   360
446           GI. OC                              135000                928.13                   360
447           GI. OC                           111885.55                757.27                   360
448           GI. OC                              213675               1446.76                   360
449           GI. OC                              181440                1209.6                   360
450           GI. OC                              142320                978.45                   360
451           GI. OC                              124000                826.67                   360
452           GI. OC                              108392                711.32                   360
453           GI. OC                              136000                878.33                   360
454           GI. OC                              295200                  2091                   360
455           GI. OC                              252000                1627.5                   360
456           GI. OC                              562500               3984.37                   360
457           GI. OC                              142800                   952                   360
458           GI. OC                              171760               1216.63                   360
459           GI. OC                              327950               2083.85                   360
460           GI. OC                              178824               1229.42                   360
461           GI. OC                              225640               1433.76                   360
462           GI. OC                              153510                895.48                   360
463           GI. OC                              201912               1430.21                   360
464           GI. OC                              388000               2465.42                   360
465           GI. OC                              630600               4466.75                   360
466           GI. OC                           111850.44                850.67                   360
467           GI. OC                              217500               1427.34                   360
468           GI. OC                              570000               3621.87                   360
469           GI. OC                              168750               1177.73                   360
470           GI. OC                              476000                2677.5                   360
471           GI. OC                              172000               1218.33                   360
472           GI. OC                              119192                769.78                   360
473           GI. OC                              189675                1264.5                   360
474           GI. OC                              273600                  1938                   360
475           GI. OC                              295920                2096.1                   360
476           GI. OC                              120700                829.81                   360
477           GI. OC                           104927.74                761.32                   360
478           GI. OC                              112000                851.67                   360
479           GI. OC                           143908.17               1081.83                   360
480           GI. OC                              101200                706.29                   360
481           GI. OC                              145000                921.35                   360
482           GI. OC                              132300                854.44                   360
483           GI. OC                              131992                 838.7                   360
484           GI. OC                              150392                955.62                   360
485           GI. OC                              206942               1314.94                   360
486           GI. OC                              125500                836.67                   360
487           GI. OC                              130700                830.49                   360
488           GI. OC                              179392               1177.26                   360
489           GI. OC                              122325                941.15                   360
490           GI. OC                              217600               1382.67                   360
491           GI. OC                              137001                956.15                   360
492           GI. OC                              320000                  2100                   360
493           GI. OC                              248000                1776.7                   360
494           GI. OC                           387607.68               2624.43                   360
495           GI. OC                              272052               1558.63                   360
496           GI. OC                              316000               2106.67                   360
497           GI. OC                              226800                1606.5                   360
498           GI. OC                           171866.54                961.12                   360
499           GI. OC                              278000               1824.38                   360
500           GI. OC                              763000               5404.58                   360
501           GI. OC                               77250                490.86                   360
502           GI. OC                              344000               2293.33                   360
503           GI. OC                              140000                 962.5                   360
504           GI. OC                            96535.18                708.82                   360
505           GI. OC                              314000               2093.33                   360
506           GI. OC                              141560                928.99                   360
507           GI. OC                            82441.77                591.04                   360
508           GI. OC                              169950               1203.81                   360
509           GI. OC                               43200                   306                   360
510           GII. SS                             484000               2470.42                   360
511           GII. SS                             615000                  3075                   360
512           GII. SS                          491191.74               3034.26                   360
513           GII. SS                             484800                2777.5                   360
514           GII. SS                            1500000                  8125                   360
515           GII. SS                             504000                  2835                   360
516           GI. OC                              388000                2182.5                   360
517           GII. SS                          731171.74               3960.56                   360
518           GII. SS                             512332               3522.28                   360
519           GII. SS                             504000                2677.5                   360
520           GI. OC                              470400                  2695                   360
521           GII. SS                             731250                  4875                   360
522           GI. OC                              600000                2812.5                   360
523           GI. OC                              408000                  2380                   360
524           GI. OC                             1330000               8173.96                   360
525           GII. SS                             356000               1854.17                   360
526           GII. SS                             830729               4326.71                   360
527           GII. SS                          242321.21                1262.8                   360
528           GII. SS                             800000               5333.33                   360
529           GII. SS                             537126               3021.82                   360
530           GI. OC                              200000               1395.83                   360
531           GI. OC                              109264                717.05                   360
532           GI. OC                              102750                727.81                   360
533           GI. OC                               78675                557.28                   360
534           GI. OC                            99829.48                768.07                   360
535           GI. OC                               78750                 516.8                   360
536           GI. OC                            119999.9                   850                   360
537           GI. OC                           175785.29               1353.29                   360
538           GI. OC                              194400                1336.5                   360
539           GI. OC                              142400                 934.5                   360
540           GI. OC                               63000                446.25                   360
541           GI. OC                               66500                471.04                   360
542           GI. OC                           144712.28               1113.39                   360
543           GI. OC                            94410.77                726.38                   360
544           GI. OC                               62400                 422.5                   360
545           GI. OC                              257600               1717.33                   360
546           GI. OC                           148405.31               1115.63                   360
547           GI. OC                              182320               1253.45                   360
548           GI. OC                              142856                982.14                   360
549           GI. OC                              184720               1212.23                   360
550           GI. OC                              125229                808.77                   360
551           GI. OC                           172315.55               1325.76                   360
552           GI. OC                              236000               1524.17                   360
553           GI. OC                              303200               1989.75                   360
554           GII. SS                          114387.29                560.02                   360
555           GI. OC                           454351.75               2507.89                   360
556           GII. SS                             527200                2965.5                   360
557           GII. SS                             581600               3513.83                   360
558           GI. OC                              512800               3258.42                   360
559           GI. OC                              340000               2231.25                   360
560           GI. OC                              270450               1859.34                   360
561           GI. OC                            91888.14                 707.4                   360
562           GI. OC                              560000                  3850                   360
563           GI. OC                              197250                  1315                   360
564           GI. OC                             41574.8                319.87                   360
565           GI. OC                              158320               1071.96                   360
566           GI. OC                            42374.31                326.02                   360
567           GI. OC                              310100               2035.03                   360
568           GI. OC                            41351.28                 314.5                   360
569           GI. OC                            79944.94                580.06                   360
570           GI. OC                           214139.32               1648.55                   360
571           GI. OC                           126323.42                971.91                   360
572           GI. OC                              271200               1779.75                   360
573           GI. OC                               87980                577.37                   360
574           GI. OC                              119920                836.94                   360
575           GI. OC                              210648               1470.15                   360
576           GI. OC                               65600                464.67                   360
577           GI. OC                              233433               1604.86                   360
578           GI. OC                           310974.77               2202.65                   360
579           GI. OC                             1087500                  7250                   360
580           GI. OC                            81550.57                627.43                   360
581           GI. OC                           171093.59               1301.24                   360
582           GI. OC                              210900               1164.34                   360
583           GI. OC                               71250                504.69                   360
584           GI. OC                              150000                1062.5                   360
585           GII. SS                              90100                591.28                   360
586           GI. OC                              108000                   765                   360
587           GI. OC                              131250                916.02                   360
588           GI. OC                           111924.85                821.82                   360
589           GI. OC                            96733.38                701.87                   360
590           GII. SS                             700000               3791.67                   360
591           GII. SS                             650000               3859.38                   360
592           GII. SS                             468000               2583.75                   360
593           GI. OC                              488000               2643.33                   360
594           GI. OC                           359147.18               1945.38                   360
595           GII. SS                          982033.86               5523.94                   360
596           GII. SS                          555965.45               3708.02                   360
597           GII. SS                            1340000               7258.33                   360
598           GII. SS                             650000               3723.96                   360
599           GII. SS                          519557.07                2977.1                   360
600           GI. OC                              487500               3199.22                   360
601           GI. OC                              407200               2205.67                   360
602           GII. SS                             476000               2776.67                   360
603           GI. OC                           647770.02               3643.71                   360
604           GI. OC                           351902.15               1576.23                   360
605           GI. OC                             1110900               7174.56                   360
606           GI. OC                           101679.97                737.76                   360
607           GI. OC                              140000                991.67                   360
608           GI. OC                              200000               1333.33                   360
609           GI. OC                            58159.95                421.99                   360
610           GI. OC                           217708.03                  1675                   360
611           GI. OC                              132000                   935                   360
612           GI. OC                            75951.54                570.96                   360
613           GI. OC                              184320                1209.6                   360
614           GI. OC                              216212               1193.67                   360
615           GI. OC                              158000               1119.17                   360
616           GI. OC                              165300                860.94                   360
617           GII. SS                             206400                1096.5                   360
618           GI. OC                              180000                  1275                   360
619           GI. OC                              436000               2815.83                   360
620           GI. OC                               69600                   464                   360
621           GI. OC                              585000               2985.94                   360
622           GI. OC                              369600                2425.5                   360
623           GI. OC                              114800                789.25                   360
624           GI. OC                             1143750               7505.86                   360
625           GI. OC                              168500                 877.6                   360
626           GI. OC                           201354.87               1550.13                   360
627           GI. OC                              212000                1457.5                   360
628           GI. OC                             1000000               7083.33                   360
629           GI. OC                            53217.74                409.45                   360
630           GI. OC                              193520               1269.98                   360
631           GI. OC                              164000               1144.58                   360
632           GI. OC                              890000                  6675                   360
633           GI. OC                              304000               2026.67                   360
634           GI. OC                              258320               1722.13                   360
635           GI. OC                              408000                2677.5                   360
636           GI. OC                           155068.49               1152.14                   360
637           GI. OC                            91918.95                715.78                   360
638           GI. OC                           139912.98                1064.1                   360
639           GII. SS                             326400                  2278                   360
640           GII. SS                          136799.99                812.25                   360
641           GI. OC                               84000                586.25                   360
642           GI. OC                              109200                705.25                   360
643           GI. OC                           183073.92               1328.33                   360
644           GII. SS                             101250                611.72                   360
645           GI. OC                              104400                 739.5                   360
646           GI. OC                              592000               4193.33                   360
647           GI. OC                              208000                  1365                   360
648           GI. OC                              372360               2404.83                   360
649           GI. OC                           359880.95               2369.05                   360
650           GI. OC                            83950.41                653.34                   360
651           GI. OC                              228000                  1615                   360
652           GI. OC                              225760               1599.13                   360
653           GI. OC                           147016.38               1118.83                   360
654           GI. OC                           111687.21                859.95                   360
655           GI. OC                            67153.75                487.25                   360
656           GI. OC                               72100                480.67                   360
657           GI. OC                              221200               1428.58                   360
658           GI. OC                              747500               4749.74                   360
659           GI. OC                              245600               1637.33                   360
660           GI. OC                           143401.25               1040.47                   360
661           GI. OC                              128000                826.67                   360
662           GI. OC                              107860                764.01                   360
663           GI. OC                              315000               1870.31                   360
664           GI. OC                              249000               1296.87                   360
665           GI. OC                              157500               1099.22                   360
666           GI. OC                              118400                764.67                   360
667           GI. OC                              960000                  6400                   360
668           GI. OC                              716800               4778.67                   360
669           GI. OC                            91789.82                658.53                   360
670           GI. OC                              228000                1187.5                   360
671           GI. OC                               59500                421.46                   360
672           GI. OC                              201880               1324.84                   360
673           GI. OC                              427800                  2852                   360
674           GI. OC                               96800                705.83                   360
675           GI. OC                              238000               1685.83                   360
676           GI. OC                              188000                1292.5                   360
677           GI. OC                              215300               1368.05                   360
678           GI. OC                            75154.44                578.22                   360
679           GI. OC                               76500                494.06                   360
680           GI. OC                              185200               1311.83                   360
681           GI. OC                              736000               5213.33                   360
682           GI. OC                              308000               1989.17                   360
683           GI. OC                               42400                300.33                   360
684           GI. OC                              305600               2164.67                   360
685           GI. OC                              450400               2861.92                   360
686           GI. OC                           127840.33                972.89                   360
687           GI. OC                            66957.28                503.35                   360
688           GI. OC                             1348000               8565.42                   360
689           GI. OC                              465000               3051.56                   360
690           GII. SS                             266000                  1330                   360
691           GI. OC                               98000                643.13                   360
692           GI. OC                              125100                   834                   360
693           GII. SS                          124220.74                854.02                   360
694           GI. OC                              175232               1149.96                   360
695           GI. OC                               71200                459.83                   360
696           GI. OC                              432300               3062.12                   360
697           GI. OC                            155011.3               1193.35                   360
698           GI. OC                              360000                2437.5                   360
699           GI. OC                              180800                1073.5                   360
700           GI. OC                           185608.22               1179.39                   360
701           GI. OC                              394300               2792.96                   360
702           GI. OC                            55162.96                405.04                   360
703           GI. OC                              174400               1126.33                   360
704           GI. OC                           239055.09               1839.24                   360
705           GI. OC                              166900               1060.51                   360
706           GI. OC                              232000                  1305                   360
707           GI. OC                              224000                  1400                   360
708           GI. OC                           171116.84                1087.3                   360
709           GI. OC                              302200               1951.71                   360
710           GI. OC                              744000                  4805                   360
711           GII. SS                          336970.93               2444.96                   360
712           GI. OC                              451752               2870.51                   360
713           GI. OC                              145328                999.13                   360
714           GII. SS                          299760.09               2021.16                   360
715           GI. OC                               96200                611.27                   360
716           GI. OC                           195861.66               1404.17                   360
717           GII. SS                          247399.99               1314.31                   360
718           GI. OC                              468300               3317.13                   360
719           GI. OC                              359900               2361.84                   360
720           GI. OC                            415820.8                3053.2                   360
721           GI. OC                              179250               1213.67                   360
722           GI. OC                              347830               1956.54                   360
723           GI. OC                              219600                  1464                   360
724           GI. OC                              804350               5110.97                   360
725           GI. OC                               75650                504.33                   360
726           GI. OC                               88000                   495                   360
727           GI. OC                               84000                516.25                   360
728           GI. OC                              323200               2255.67                   360
729           GI. OC                              190000               1207.29                   360
730           GI. OC                              435920               2996.95                   360
731           GI. OC                              163920                 887.9                   360
732           GI. OC                              395760                2803.3                   360
733           GI. OC                              135000                914.06                   360
734           GI. OC                           195871.79               1455.29                   360
735           GI. OC                              129600                   864                   360
736           GI. OC                               98800                627.79                   360
737           GI. OC                              621900               4081.22                   360
738           GI. OC                              271200                1864.5                   360
739           GI. OC                              256000                  1680                   360
740           GI. OC                           111711.36                841.42                   360
741           GI. OC                               99360                672.75                   360
742           GI. OC                            43883.62                 326.7                   360
743           GI. OC                              169600               1148.33                   360
744           GI. OC                              107920                730.71                   360
745           GI. OC                              228000               1448.75                   360
746           GI. OC                              540000               3656.25                   360
747           GI. OC                              308000               1957.08                   360
748           GI. OC                              245476               1713.22                   360
749           GI. OC                           105291.31                747.44                   360
750           GI. OC                            95746.24                 712.8                   360
751           GI. OC                               80000                541.67                   360
752           GI. OC                            74536.91                535.52                   360
753           GI. OC                              180000               1181.25                   360
754           GI. OC                            49872.11                375.65                   360
755           GI. OC                              200000                  1375                   360
756           GI. OC                              269380               1851.99                   360
757           GI. OC                            265322.5               1741.18                   360
758           GI. OC                           123668.66                937.59                   360
759           GI. OC                              176000               1173.33                   360
760           GI. OC                              284000               1834.17                   360
761           GI. OC                              476000               3322.08                   360
762           GI. OC                              600000                4187.5                   360
763           GI. OC                           107944.45                764.61                   360
764           GI. OC                           273345.38                1601.9                   360
765           GI. OC                              600000                2687.5                   360
766           GI. OC                              185000                963.54                   360
767           GI. OC                           401068.99               2172.46                   360
768           GI. OC                              417000               2215.31                   360
769           GI. OC                              330000               1306.25                   360
770           GI. OC                           479499.99                2497.4                   360
771           GI. OC                              268800                  1456                   360
772           GI. OC                              102850                578.53                   360
773           GI. OC                           495411.98               2270.64                   360
774           GI. OC                              207040                992.07                   360
775           GI. OC                           467249.99               2530.94                   360
776           GI. OC                              280000               1458.33                   360
777           GI. OC                              199500               1142.97                   360
778           GI. OC                              259910               1299.55                   360
779           GI. OC                             1200000                  6375                   360
780           GI. OC                              355000               1885.94                   360
781           GI. OC                              169600                   848                   360
782           GI. OC                              648000                2902.5                   360
783           GI. OC                              743000               3482.81                   360
784           GI. OC                           431909.17               2654.44                   360
785           GI. OC                              375000               2109.38                   360
786           GI. OC                              400000               1833.33                   360
787           GI. OC                              542400                  3051                   360
788           GI. OC                           628865.39               2554.77                   360
789           GI. OC                           479499.99                2497.4                   360
790           GI. OC                           131999.99                   770                   360
791           GI. OC                              430000               2597.92                   360
792           GI. OC                              122500                689.06                   360
793           GI. OC                              247200                1184.5                   360
794           GI. OC                              441000               2480.63                   360
795           GI. OC                              280000               1341.67                   360
796           GI. OC                              199500               1080.62                   360
797           GI. OC                           209583.24               1135.24                   360
798           GI. OC                              232000                821.67                   360
799           GI. OC                           377999.99               2323.12                   360
800           GI. OC                              450000                  2625                   360
801           GI. OC                             1364300                7816.3                   360
802           GI. OC                           163626.08                869.26                   360
803           GI. OC                              525000               2734.37                   360
804           GI. OC                              410192               2350.06                   360
805           GI. OC                              444500               2731.82                   360
806           GI. OC                              269400                1571.5                   360
807           GI. OC                              630000                  3675                   360
808           GI. OC                              508000               2328.33                   360
809           GI. OC                              490000               2347.92                   360
810           GI. OC                              333900               1808.62                   360
811           GI. OC                              108000                   675                   360
812           GI. OC                           105674.36                732.12                   360
813           GI. OC                              365000               1901.04                   360
814           GI. OC                              496000               3048.33                   360
815           GI. OC                              572000               3396.25                   360
816           GI. OC                              504000                2782.5                   360
817           GI. OC                           129525.99                755.57                   360
818           GI. OC                              120000                   675                   360
819           GI. OC                           763613.84               4263.01                   360
820           GI. OC                             1155000               7459.37                   360
821           GI. OC                              500000               3072.92                   360
822           GI. OC                           347999.99               1776.25                   360
823           GI. OC                              424000               2075.83                   360
824           GI. OC                              173100                991.72                   360
825           GI. OC                              386400                2334.5                   360
826           GI. OC                              393750               1968.75                   360
827           GI. OC                           134399.34                   840                   360
828           GI. OC                              175000                947.92                   360
829           GI. OC                              572000               4468.75                   360
830           GI. OC                              516250               3119.01                   360
831           GI. OC                              415000               2334.38                   360
832           GI. OC                              195912               1142.82                   360
833           GI. OC                           231999.39               1329.16                   360
834           GI. OC                              507000               2746.25                   360
835           GI. OC                              243500               1166.77                   360
836           GI. OC                              224640                1146.6                   360
837           GI. OC                              249600                  1248                   360
838           GI. OC                              263750               1346.22                   360
839           GI. OC                           248789.85               1241.88                   360
840           GI. OC                              459200               2053.01                   360
841           GI. OC                              202500               1117.97                   360
842           GI. OC                            55718.46                435.21                   360
843           GI. OC                              444000                2867.5                   360
844           GI. OC                              300000                  1875                   360
845           GI. OC                              143200                865.17                   360
846           GI. OC                              232000                1522.5                   360
847           GI. OC                              240720               1579.73                   360
848           GI. OC                           503726.15               2546.36                   360
849           GI. OC                           115035.48                 733.2                   360
850           GI. OC                           307108.49                1783.4                   360
851           GI. OC                           285067.53               1726.71                   360
852           GI. OC                           197428.65                 969.3                   360
853           GI. OC                           257521.15               1415.67                   360
854           GI. OC                             1500000               8593.75                   360
855           GI. OC                              330550               1859.34                   360
856           GI. OC                              197600               1399.67                   360
857           GI. OC                             1207500               8553.12                   360
858           GI. OC                            66759.54                513.63                   360
859           GI. OC                              282400               1853.25                   360
860           GI. OC                              170940               1086.18                   360
861           GI. OC                              400500               2753.44                   360
862           GI. OC                              199500               1101.41                   360
863           GI. OC                             1495000               9810.94                   360
864           GI. OC                            57165.35                439.82                   360
865           GI. OC                           195868.49               1438.18                   360
866           GI. OC                              228000               1591.25                   360
867           GI. OC                              210000                1137.5                   360
868           GI. OC                              140560                995.63                   360
869           GI. OC                              206517                1419.8                   360
870           GI. OC                              195120               1239.82                   360
871           GI. OC                              256800               1685.25                   360
872           GI. OC                              634050               4028.86                   360
873           GI. OC                              143500               1016.46                   360
874           GI. OC                               87120                598.95                   360
875           GI. OC                              139360                827.45                   360
876           GI. OC                            51480.59                378.26                   360
877           GI. OC                               87500                619.79                   360
878           GI. OC                              600000                  3125                   360
879           GI. OC                              308712               2058.08                   360
880           GI. OC                              417000               2953.75                   360
881           GI. OC                              221250               1544.14                   360
882           GI. OC                              348000                  2465                   360
883           GI. OC                              211200                  1210                   360
884           GI. OC                              274712               1316.33                   360
885           GI. OC                              248000               1601.67                   360
886           GI. OC                              125200                795.54                   360
887           GI. OC                              460000               2922.92                   360
888           GI. OC                              604000               4215.42                   360
889           GI. OC                              601600               4261.33                   360
890           GI. OC                              299000               1619.58                   360
891           GI. OC                           123833.04                909.87                   360
892           GI. OC                              143600                957.33                   360
893           GI. OC                              148185                972.46                   360
894           GI. OC                              814350               5768.31                   360
895           GI. OC                              989000               7005.42                   360
896           GI. OC                              135992                878.28                   360
897           GI. OC                              308000               2085.42                   360
898           GI. OC                             1095000               7528.13                   360
899           GI. OC                           123029.86                893.29                   360
900           GI. OC                              443300               2862.98                   360
901           GI. OC                           244106.42               1322.24                   360
902           GI. OC                           303985.86               1868.25                   360
903           GI. OC                              193000                 985.1                   300
904           GI. OC                              365000               2395.32                   360
905           GI. OC                              340000               2377.33                   360
906           GI. OC                              104000                   715                   360
907           GI. OC                              148000                940.42                   360
908           GI. OC                              170772               1102.91                   360
909           GI. OC                              325480               2305.49                   360
910           GI. OC                              393750                  2625                   360
911           GI. OC                              507500               3902.24                   360
912           GI. OC                              176490               1231.76                   360
913           GI. OC                           886354.32               5724.37                   360
914           GII. SS                             648750               3851.96                   360
915           GI. OC                              820000                  5125                   360
916           GI. OC                              575250               3655.24                   360
917           GI. OC                             1420000               9170.84                   360
918           GI. OC                           198993.02               1495.93                   360
919           GI. OC                              320000                  2100                   360
920           GI. OC                              177600                  1184                   360
921           GI. OC                              186400               1335.39                   360
922           GI. OC                              200000                1312.5                   360
923           GI. OC                              160000                  1050                   360
924           GI. OC                              252000                  1365                   360
925           GII. SS                             140000                918.75                   360
926           GI. OC                              206100                1030.5                   360
927           GI. OC                              176000                   935                   360
928           GI. OC                              595000               3718.75                   360
929           GI. OC                              384000                  2120                   360
930           GI. OC                              325000               2031.25                   360
931           GII. SS                             528000                  2860                   360
932           GII. SS                             900000               5718.75                   360
933           GII. SS                             490000               2756.25                   360
934           GII. SS                             200000               1041.67                   360
935           GII. SS                             728000               4019.17                   360
936           GI. OC                              192000                   940                   360
937           GII. SS                             440000               2520.83                   360
938           GII. SS                             540000                  3375                   360
939           GII. SS                             453000               2548.13                   360
940           GII. SS                          470773.99               3061.38                   360
941           GII. SS                             753600                  5024                   360
942           GI. OC                              650000               4265.63                   360
943           GI. OC                              260000                  1625                   360
944           GI. OC                              287150                1824.6                   360
945           GI. OC                              207500               1318.49                   360
946           GI. OC                              720750               4579.77                   360
947           GI. OC                              168000                  1085                   360
948           GI. OC                              184800                1116.5                   360
949           GI. OC                             1000000               5833.33                   360
950           GI. OC                            605801.1               3399.74                   360
951           GI. OC                           327188.68                2182.2                   360
952           GI. OC                              384000                  2000                   360
953           GI. OC                            358518.1               2098.82                   360
954           GI. OC                              399950               2083.07                   360
955           GI. OC                              696800                  4355                   360
956           GI. OC                           598589.63               3938.95                   360
957           GI. OC                           287581.78               2038.45                   360
958           GI. OC                              231900               1473.53                   360
959           GI. OC                              212100               1347.72                   360
960           GI. OC                              516600               2744.44                   360
961           GI. OC                           379999.58               1939.58                   360
962           GI. OC                              360000                  1875                   360
963           GI. OC                              101800                615.04                   360
964           GI. OC                            94620.43                622.12                   360
965           GI. OC                              646750               3368.49                   360
966           GI. OC                              100000                552.08                   360
967           GII. SS                             420300               2407.97                   360
968           GII. SS                             615000               3651.56                   360
969           GII. SS                             684000               4061.25                   360
970           GII. SS                          645192.67               4036.44                   360
971           GII. SS                          464699.56               2855.96                   360
972           GI. OC                           235801.72               1550.36                   360
973           GI. OC                              468800               3125.33                   360
974           GII. SS                          450854.25               2969.32                   360
975           GII. SS                          495934.37               2531.33                   360
976           GII. SS                             456076               2612.94                   360
977           GII. SS                             800000               4583.33                   360
978           GII. SS                          497518.02               2643.07                   360
979           GI. OC                           284980.98               1543.65                   360
980           GI. OC                           584967.46               4158.29                   360
981           GI. OC                              275250               1921.02                   360
982           GI. OC                              384000                  2200                   360
983           GI. OC                            327696.2                2046.3                   360
984           GI. OC                              161600                1060.5                   360
985           GI. OC                              388000               2465.42                   360
986           GI. OC                           299322.72               1558.97                   360
987           GI. OC                              535400               3457.79                   360
988           GII. SS                             380400               2100.13                   360
989           GI. OC                           224544.03               1650.98                   360
990           GII. SS                          759999.17               3879.16                   360
991           GII. SS                             452000               2307.08                   360
992           GII. SS                          223186.68               1185.68                   360
993           GII. SS                             527871                2859.3                   360
994           GII. SS                             980000               5716.67                   360
995           GII. SS                             480000                  2700                   360
996           GII. SS                             535920               3628.63                   360
997           GII. SS                          504154.63               3236.77                   360
998           GII. SS                             435628               2768.05                   360
999           GII. SS                             480000                  3000                   360
1000          GII. SS                             750000               4140.63                   360
1001          GII. SS                          420745.68               3093.55                   360
1002          GII. SS                          427836.24               2317.46                   360
1003          GII. SS                             550000               3093.75                   360
1004          GII. SS                            1000000                  5625                   360
1005          GII. SS                             420000                  2275                   360
1006          GII. SS                             648800               3581.92                   360
1007          GII. SS                             628000                3532.5                   360
1008          GII. SS                             456000                  3040                   360
1009          GII. SS                             736000               4906.67                   360
1010          GI. OC                              241596               1157.65                   360
1011          GI. OC                              150400                   987                   360
1012          GII. SS                          421778.61               2750.06                   360
1013          GII. SS                             649991               3656.25                   360
1014          GII. SS                          387586.56               2301.34                   360
1015          GII. SS                          235959.94               1401.05                   360
1016          GII. SS                             820000               4356.25                   360
1017          GII. SS                             459366               2966.74                   360
1018          GII. SS                             540000               3318.75                   360
1019          GII. SS                             560000                  2975                   360
1020          GII. SS                             600000                3437.5                   360
1021          GII. SS                            1000000               6145.83                   360
1022          GII. SS                             640000                  3600                   360
1023          GII. SS                             523200                3215.5                   360
1024          GII. SS                             505896               3161.85                   360
1025          GII. SS                             469500               2200.78                   360
1026          GII. SS                             488000               2694.17                   360
1027          GII. SS                             647200               3505.67                   360
1028          GII. SS                             492000                2767.5                   360
1029          GII. SS                           967959.2               5545.83                   360
1030          GII. SS                             424000                  2650                   360
1031          GII. SS                             538800               3479.75                   360
1032          GI. OC                           638688.11               3797.63                   360
1033          GI. OC                           340241.15               1736.65                   360
1034          GI. OC                             1956000                9372.5                   360
1035          GI. OC                           517323.08                  3076                   360
1036          GI. OC                           590563.82               3507.82                   360
1037          GI. OC                              785000               4333.85                   360
1038          GI. OC                           498534.64               3038.05                   360
1039          GI. OC                           518437.56                3000.6                   360
1040          GI. OC                              519302               2975.17                   360
1041          GI. OC                              460000               2252.09                   360
1042          GI. OC                           656473.99               3555.91                   360
1043          GI. OC                           899935.48               4968.39                   360
1044          GI. OC                              516800               2530.17                   360
1045          GI. OC                           603242.86               3079.05                   360
1046          GI. OC                              612000               2996.25                   360
1047          GI. OC                              559000                  2795                   360
1048          GI. OC                              451333               2350.69                   360
1049          GI. OC                              680000                  3400                   360
1050          GI. OC                              480000                  2350                   360
1051          GI. OC                              155000               1001.04                   360
1052          GI. OC                           152524.89                556.08                   360
1053          GII. SS                             385600               2209.17                   360
1054          GI. OC                           294949.57               1754.62                   360
1055          GI. OC                               59430                414.77                   360
1056          GI. OC                              361800               1997.44                   360
1057          GI. OC                           599437.69               3184.51                   360
1058          GI. OC                              436000               2679.58                   360
1059          GI. OC                              892500               5299.22                   360
1060          GI. OC                              380700               2101.78                   360
1061          GI. OC                           649999.39               3453.12                   360
1062          GI. OC                           967106.85               5339.24                   360
1063          GI. OC                              223250               1209.27                   360
1064          GI. OC                              308000               1860.83                   360
1065          GI. OC                              451000               2208.02                   360
1066          GI. OC                              339500               1838.96                   360
1067          GI. OC                           169425.63                882.43                   360
1068          GI. OC                              197400               1028.12                   360
1069          GI. OC                            999662.5                5623.1                   360
1070          GI. OC                              430000               2239.58                   360
1071          GI. OC                           235796.25               1203.54                   360
1072          GI. OC                              862000               4848.75                   360
1073          GI. OC                              392450               2003.13                   360
1074          GI. OC                           463910.35                2609.5                   360
1075          GI. OC                              381000               2024.06                   360
1076          GI. OC                           346962.72               1843.24                   360
1077          GI. OC                              492500                2462.5                   360
1078          GII. SS                             519920               2707.92                   360
1079          GII. SS                             444000               2358.75                   360
1080          GII. SS                          196760.47               1167.15                   360
1081          GII. SS                             610000               3304.17                   360
1082          GII. SS                             650000               3588.54                   360
1083          GII. SS                            1619000               8600.94                   360
1084          GII. SS                             445600                2506.5                   360
1085          GII. SS                          447984.92               2426.58                   360
1086          GII. SS                          774748.67               4438.66                   360
1087          GII. SS                             499750               2706.98                   360
1088          GII. SS                            1397500               8734.38                   360
1089          GII. SS                          359972.36               2062.34                   360
1090          GII. SS                          545587.15               2784.77                   360
1091          GII. SS                          541889.08               3659.64                   360
1092          GII. SS                             485000               2627.08                   360
1093          GII. SS                          579999.87                3262.5                   360
1094          GII. SS                             654348               3612.55                   360
1095          GII. SS                          757249.99               3786.25                   360
1096          GII. SS                             651500               3461.09                   360
1097          GII. SS                             628000               3270.83                   360
1098          GII. SS                             470300               2599.83                   360
1099          GII. SS                          353710.27               2250.16                   360
1100          GII. SS                             492000               3126.25                   360
1101          GII. SS                           499000.1               2858.85                   360
1102          GII. SS                            1000000               5520.83                   360
1103          GII. SS                             508000               2751.67                   360
1104          GII. SS                             544000                  3060                   360
1105          GII. SS                          455062.49               2749.34                   360
1106          GII. SS                             446900               2374.16                   360
1107          GII. SS                             545500               2784.32                   360
1108          GII. SS                             467200               2725.33                   360
1109          GII. SS                             518000               2428.13                   360
1110          GII. SS                             488000                  3050                   360
1111          GI. OC                              900000               5718.75                   360
1112          GII. SS                             496000               2686.67                   360
1113          GII. SS                             900000               5614.83                   360
1114          GI. OC                           450000.11               2859.38                   360
1115          GII. SS                             493071               2927.61                   360
1116          GI. OC                              645600               4236.75                   360
1117          GII. SS                             436000               2497.92                   360
1118          GII. SS                             582768               3399.48                   360
1119          GII. SS                             733460               4584.13                   360
1120          GII. SS                             548000               2968.33                   360
1121          GI. OC                           639920.11               4199.48                   360
1122          GII. SS                             526400                3454.5                   360
1123          GII. SS                             768319               4241.76                   360
1124          GI. OC                           911250.08               5885.16                   360
1125          GI. OC                           483900.36               3370.87                   360
1126          GI. OC                           775399.96               5007.79                   360
1127          GII. SS                             427205               2492.03                   360
1128          GII. SS                             424000               2561.67                   360
1129          GII. SS                             720000                  4425                   360
1130          GII. SS                             558400               3373.67                   360
1131          GI. OC                           787500.06               5085.94                   360
1132          GII. SS                             420000                2537.5                   360
1133          GI. OC                              437500               3286.79                   360
1134          GII. SS                             479920               2649.56                   360
1135          GII. SS                             424000               2561.67                   360
1136          GII. SS                            1057700               7051.33                   360
1137          GII. SS                             650000               3927.08                   360
1138          GII. SS                             439600               2701.71                   360
1139          GII. SS                             999999               6041.66                   360
1140          GII. SS                             535000                  3470                   360
1141          GII. SS                             480000               3233.85                   360
1142          GII. SS                             996727               6125.72                   360
1143          GII. SS                             600000                3437.5                   360
1144          GII. SS                             604000                  3775                   360
1145          GII. SS                             428792               2501.29                   360
1146          GII. SS                             650000               3520.83                   360
1147          GII. SS                            2640000                 15400                   360
1148          GII. SS                             600000                3437.5                   360
1149          GII. SS                             817000               4964.18                   360
1150          GII. SS                             483920               2621.23                   360
1151          GII. SS                             540000               3431.25                   360
1152          GII. SS                             464000               2803.33                   360
1153          GII. SS                             440000               2566.67                   360
1154          GI. OC                              888000                5642.5                   360
1155          GII. SS                             496000               2686.67                   360
1156          GII. SS                            2733500              15660.68                   360
1157          GII. SS                             539900                3261.9                   360
1158          GII. SS                             481154               2756.61                   360
1159          GII. SS                             798746               4409.74                   360
1160          GII. SS                             450000               2156.25                   360
1161          GII. SS                             520000                  2925                   360
1162          GII. SS                             520000               2816.67                   360
1163          GI. OC                              476250               3026.17                   360
1164          GI. OC                              440000                  3025                   360
1165          GI. OC                              620000               3939.58                   360
1166          GII. SS                             548000               3139.58                   360
1167          GI. OC                           176690.11               1343.81                   360
1168          GI. OC                               91550                581.72                   360
1169          GI. OC                            75564.35                409.31                   360
1170          GI. OC                              639200               4261.33                   360
1171          GI. OC                              204000                  1445                   360
1172          GI. OC                               96800                685.67                   360
1173          GI. OC                             1103250                  7355                   360
1174          GI. OC                              255200               1674.75                   360
1175          GI. OC                              200204                1376.4                   360
1176          GII. SS                             104000                671.67                   360
1177          GI. OC                               95250                654.84                   360
1178          GI. OC                              192800               1365.67                   360
1179          GI. OC                              417000               2345.63                   360
1180          GI. OC                              162000               1130.62                   360
1181          GI. OC                              599108               4243.68                   360
1182          GI. OC                              214459               1496.75                   360
1183          GI. OC                              118800                767.25                   360
1184          GI. OC                              225000               1593.75                   360
1185          GI. OC                              204000               1338.75                   360
1186          GI. OC                              288400               2042.83                   360
1187          GI. OC                              380000               2691.67                   360
1188          GI. OC                              417200               2737.88                   360
1189          GI. OC                              112500                773.44                   360
1190          GI. OC                           190215.15               1169.03                   360
1191          GI. OC                              169112                1109.8                   360
1192          GI. OC                              515440               3543.65                   360
1193          GI. OC                              304800                1587.5                   360
1194          GI. OC                               80626                478.72                   360
1195          GI. OC                               68984                395.22                   360
1196          GI. OC                              180000                  1275                   360
1197          GI. OC                               76674                439.28                   360
1198          GI. OC                               77699                420.87                   360
1199          GI. OC                           359759.71               2173.55                   360
1200          GI. OC                               89600                634.67                   360
1201          GI. OC                              230500                1608.7                   360
1202          GI. OC                           224999.99               1593.75                   360
1203          GI. OC                            39975.76                307.57                   360
1204          GI. OC                              305000               1810.94                   360
1205          GI. OC                              151145               1007.63                   360
1206          GII. SS                            1119300               6412.66                   360
1207          GI. OC                              341705               1957.68                   360
1208          GI. OC                               70874                361.75                   360
1209          GI. OC                              315450               1807.27                   360
1210          GI. OC                              343700               1969.11                   360
1211          GI. OC                              293550               1559.48                   360
1212          GI. OC                              241780               1586.68                   360
1213          GI. OC                           606298.85                4168.3                   360
1214          GI. OC                             1744500              11266.56                   360
1215          GI. OC                              164000               1110.42                   360
1216          GI. OC                              664000                4357.5                   360
1217          GI. OC                              347260               1989.51                   360
1218          GI. OC                               69200                454.13                   360
1219          GII. SS                            1960000              11229.17                   360
1220          GI. OC                              293936               1959.57                   360
1221          GI. OC                              128000                906.67                   360
1222          GI. OC                              135120                985.25                   360
1223          GI. OC                              138460                923.07                   360
1224          GI. OC                            50769.22                390.61                   360
1225          GI. OC                              118450                764.99                   360
1226          GI. OC                               68400                413.25                   360
1227          GI. OC                              283920               1833.65                   360
1228          GI. OC                           174662.11               1286.51                   360
1229          GI. OC                           107528.62                708.08                   360
1230          GI. OC                              832000                  5460                   360
1231          GI. OC                              464000               2513.33                   360
1232          GI. OC                              325440                2135.7                   360
1233          GI. OC                              109600                 753.5                   360
1234          GI. OC                              225000               1195.31                   360
1235          GI. OC                              520000               2708.33                   360
1236          GI. OC                             1121200               7357.88                   360
1237          GI. OC                              160000                  1100                   360
1238          GI. OC                              163112               1053.43                   360
1239          GI. OC                           135834.63               1045.72                   360
1240          GI. OC                              498177               3424.97                   360
1241          GI. OC                              185409               1197.43                   360
1242          GI. OC                            52466.53                394.41                   360
1243          GI. OC                            52466.53                394.41                   360
1244          GI. OC                              240000                  1500                   360
1245          GI. OC                              156000               1023.75                   360
1246          GII. SS                             212000               1501.67                   360
1247          GI. OC                              254800               1698.67                   360
1248          GI. OC                           133242.46                968.11                   360
1249          GI. OC                              268000               1758.75                   360
1250          GII. SS                           66849.98                382.99                   360
1251          GI. OC                               88000                623.33                   360
1252          GI. OC                           118705.66                791.71                   360
1253          GI. OC                               89992                 581.2                   360
1254          GI. OC                              324215                1958.8                   360
1255          GI. OC                           404796.77                2530.1                   360
1256          GI. OC                           157083.33               1099.17                   360
1257          GI. OC                           415713.71               3016.29                   360
1258          GI. OC                               93450                   623                   360
1259          GI. OC                            89896.06                708.03                   360
1260          GI. OC                              229124               1551.36                   360
1261          GI. OC                              363450               1855.11                   360
1262          GI. OC                              507500                3277.6                   360
1263          GI. OC                              481600               3110.33                   360
1264          GI. OC                              453600               3165.75                   360
1265          GI. OC                           202697.74               1419.41                   360
1266          GI. OC                           106921.05                674.67                   360
1267          GI. OC                              256000               1706.67                   360
1268          GII. SS                           84991.09                639.33                   360
1269          GI. OC                               73430                474.24                   360
1270          GI. OC                              370400               1813.42                   360
1271          GI. OC                              599900               3936.84                   360
1272          GI. OC                              280850               1901.59                   360
1273          GI. OC                           118252.29                899.93                   360
1274          GI. OC                               99400                641.96                   360
1275          GI. OC                              217500               1427.34                   360
1276          GI. OC                            62958.78                467.78                   360
1277          GI. OC                              153146               1036.93                   360
1278          GII. SS                             520000               3141.67                   360
1279          GII. SS                             156000                   910                   360
1280          GII. SS                          487765.32               2692.87                   360
1281          GII. SS                             364000               2199.17                   360
1282          GII. SS                          452999.99               2217.81                   360
1283          GII. SS                             700000               4593.75                   360
1284          GII. SS                            1870000              10129.17                   360
1285          GII. SS                             452000               2448.33                   360
1286          GII. SS                             750000               4140.63                   360
1287          GII. SS                             490000               2756.25                   360
1288          GII. SS                          423995.68               2340.81                   360
1289          GII. SS                             439000               2743.75                   360
1290          GII. SS                             480000                  2700                   360
1291          GII. SS                            2200000              12604.17                   360
1292          GII. SS                             460000               3066.67                   360
1293          GII. SS                             715000               4021.88                   360
1294          GII. SS                             480000                  3050                   360
1295          GII. SS                             532000               3435.83                   360
1296          GII. SS                            1175000               6364.58                   360
1297          GII. SS                             642800                4017.5                   360
1298          GII. SS                          439999.17               2429.17                   360
1299          GII. SS                          349898.52               2259.76                   360
1300          GII. SS                             755455               4800.29                   360
1301          GII. SS                             244800                  1377                   360
1302          GII. SS                          419879.25               2405.56                   360
1303          GII. SS                             620000               3229.17                   360
1304          GII. SS                             760000               4591.67                   360
1305          GII. SS                             464000                  2465                   360
1306          GII. SS                             562500               3105.47                   360
1307          GII. SS                          711998.33               4598.32                   360
1308          GII. SS                            1000000               5520.83                   360
1309          GII. SS                             424000               2561.67                   360
1310          GII. SS                             444000               2358.75                   360
1311          GII. SS                          449222.94               2918.69                   360
1312          GII. SS                             466250               2672.18                   360
1313          GII. SS                            1193248               6960.61                   360
1314          GII. SS                             191900                1374.8                   360
1315          GII. SS                             467999               2534.99                   360
1316          GII. SS                             480000                  2800                   360
1317          GII. SS                             548000               2854.17                   360
1318          GII. SS                             765000               3904.69                   360
1319          GII. SS                             464000               2658.33                   360
1320          GII. SS                            1379645               8335.36                   360
1321          GII. SS                             444000               2543.75                   360
1322          GII. SS                             635360                3573.9                   360
1323          GII. SS                             545600                3239.5                   360
1324          GII. SS                             650000               4265.63                   360
1325          GII. SS                          429596.75               2371.74                   360
1326          GII. SS                             798000               4821.25                   360
1327          GII. SS                             527000                2580.1                   360
1328          GII. SS                             569600                  3204                   360
1329          GII. SS                             461000               2497.08                   360
1330          GII. SS                             559200               3320.25                   360
1331          GII. SS                             591081               3201.69                   360
1332          GII. SS                             280500               1928.44                   360
1333          GII. SS                             476434               2679.94                   360
1334          GII. SS                             540000               2981.25                   360
1335          GII. SS                          378912.67               2339.73                   360
1336          GII. SS                          548426.26               3386.44                   360
1337          GII. SS                            1500000               8593.75                   360
1338          GII. SS                             448000               2613.33                   360
1339          GII. SS                             444000                  2590                   360
1340          GII. SS                          485223.86                2679.6                   360
1341          GII. SS                             608000               3356.67                   360
1342          GII. SS                          451794.35               2900.61                   360
1343          GII. SS                             499910               3072.36                   360
1344          GII. SS                             528000                  3245                   360
1345          GII. SS                             527920               2969.55                   360
1346          GII. SS                             257000                1472.4                   360
1347          GII. SS                             479900               2849.43                   360
1348          GII. SS                             428000                  2675                   360
1349          GII. SS                             140000                802.08                   360
1350          GII. SS                            1000000               5208.33                   360
1351          GII. SS                          463158.79                2932.8                   360
1352          GII. SS                            1800000                  9750                   360
1353          GII. SS                             519956               2762.27                   360
1354          GII. SS                             603155               3455.58                   360
1355          GII. SS                             468000                2827.5                   360
1356          GII. SS                             738750               4771.09                   360
1357          GII. SS                             448000               2566.67                   360
1358          GII. SS                          584014.25               3843.03                   360
1359          GII. SS                            1190000               7313.54                   360
1360          GII. SS                             568000               3254.17                   360
1361          GII. SS                             650000               3317.71                   360
1362          GII. SS                             423000               2379.38                   360
1363          GII. SS                             502500               2617.19                   360
1364          GII. SS                             441600                  2346                   360
1365          GII. SS                             480000                  2750                   360
1366          GII. SS                             446000               2322.92                   360
1367          GII. SS                             450000               2484.38                   360
1368          GII. SS                             444800               2687.33                   360
1369          GII. SS                             448000                  2520                   360
1370          GI. OC                            97939.09                744.87                   360
1371          GI. OC                              128100                840.66                   360
1372          GI. OC                              472500               3248.44                   360
1373          GI. OC                              443250               3047.34                   360
1374          GI. OC                              514480               3590.64                   360
1375          GI. OC                           999257.85               6992.15                   360
1376          GII. SS                           25134.54                163.45                   360
1377          GI. OC                              183200               1173.05                   360
1378          GI. OC                              486000               3188.33                   360
1379          GII. SS                          163014.27                866.01                   360
1380          GII. SS                             500000               2656.25                   360
1381          GII. SS                             600000                3312.5                   360
1382          GII. SS                             719500                4497.4                   360
1383          GII. SS                             492000                2972.5                   360
1384          GII. SS                             732000                4117.5                   360
1385          GII. SS                             556000               3532.92                   360
1386          GII. SS                            1350000               7593.75                   360
1387          GII. SS                             632000               3423.33                   360
1388          GII. SS                             880000                  6050                   360
1389          GII. SS                            1500000               8593.75                   360
1390          GII. SS                             530250               3093.13                   360
1391          GII. SS                             531300               3320.63                   360
1392          GII. SS                             444000               2821.25                   360
1393          GII. SS                          676194.44               3593.36                   360
1394          GII. SS                             491920               2818.29                   360
1395          GII. SS                             496000               2841.67                   360
1396          GII. SS                             780000               4468.75                   360
1397          GII. SS                             650000               3588.54                   360
1398          GII. SS                             635000               3638.02                   360
1399          GII. SS                             680000                  4250                   360
1400          GII. SS                             487500               2843.75                   360
1401          GII. SS                             812000               4398.33                   360
1402          GII. SS                             523200                  2616                   360
1403          GII. SS                             228000                1567.5                   360
1404          GI. OC                               99750                644.22                   360
1405          GI. OC                              356000               2262.08                   360
1406          GI. OC                           123568.34                877.67                   360
1407          GI. OC                              292000               1429.58                   360
1408          GI. OC                             1192500               8198.44                   360
1409          GI. OC                              310000               2066.67                   360
1410          GI. OC                              244873               1275.39                   360
1411          GII. SS                          131799.98                713.92                   360
1412          GI. OC                              297600                  1953                   360
1413          GI. OC                              460000               3114.58                   360
1414          GII. SS                             500000               3072.92                   360
1415          GII. SS                             920000                  4600                   360
1416          GII. SS                          635837.46               3642.82                   360
1417          GII. SS                             484000               2772.92                   360
1418          GII. SS                             514500               2840.47                   360
1419          GII. SS                             519210               3190.98                   360
1420          GII. SS                             675000               3796.88                   360
1421          GII. SS                             145600                 955.5                   360
1422          GII. SS                             500000                2812.5                   360
1423          GII. SS                          650239.92               3589.89                   360
1424          GII. SS                          958382.34               6306.52                   360
1425          GII. SS                             368000               2031.67                   360
1426          GII. SS                             276000                1437.5                   360
1427          GII. SS                             180000                1162.5                   360
1428          GII. SS                          309549.85               1676.73                   360
1429          GII. SS                          439603.84               2152.23                   360
1430          GII. SS                          267815.31                1423.1                   360
1431          GII. SS                             472500                2362.5                   360
1432          GII. SS                             438750               2376.56                   360
1433          GII. SS                          869999.38               5709.37                   360
1434          GII. SS                          532575.84                  3508                   360
1435          GII. SS                             470532               2744.77                   360
1436          GII. SS                             444000                  2960                   360
1437          GII. SS                             316400               1713.83                   360
1438          GII. SS                          628463.27               3862.66                   360
1439          GII. SS                            1500000               9218.75                   360
1440          GII. SS                             608000               3103.33                   360
1441          GII. SS                            1000000               5416.67                   360
1442          GII. SS                             588000                  3430                   360
1443          GII. SS                             520000               3033.33                   360
1444          GII. SS                             163000                 899.9                   360
1445          GI. OC                              159032               1076.78                   360
1446          GI. OC                              135600                875.75                   360
1447          GI. OC                              213650               1424.33                   360
1448          GI. OC                              319100               2227.05                   360
1449          GI. OC                            39976.38                311.12                   360
1450          GI. OC                              105600                   726                   360
1451          GI. OC                           272313.65               1634.28                   360
1452          GI. OC                            87445.62                665.06                   360
1453          GI. OC                             1462500              10359.37                   360
1454          GI. OC                              326400                  2312                   360
1455          GI. OC                            39975.14                304.03                   360
1456          GI. OC                              140000                991.67                   360
1457          GI. OC                             1200000                  8000                   360
1458          GI. OC                              272250               1928.44                   360
1459          GI. OC                              280000               1866.67                   360
1460          GI. OC                              147200               1042.67                   360
1461          GI. OC                            65954.58                478.55                   360
1462          GI. OC                             1312500               8613.28                   360
1463          GI. OC                              292900               2074.71                   360
1464          GI. OC                              448000               2706.67                   360
1465          GI. OC                              178500               1152.81                   360
1466          GI. OC                              115500                794.06                   360
1467          GI. OC                              275400               1778.62                   360
1468          GI. OC                              106052                718.06                   360
1469          GI. OC                              226400               1532.92                   360
1470          GI. OC                              115000                754.69                   360
1471          GI. OC                              104000                736.67                   360
1472          GI. OC                              209859               1333.48                   360
1473          GI. OC                              204264               1446.87                   360
1474          GI. OC                              396000                2722.5                   360
1475          GI. OC                              150560               1003.73                   360
1476          GI. OC                              380000               2533.33                   360
1477          GI. OC                              482100               3163.78                   360
1478          GI. OC                            78552.38                604.37                   360
1479          GI. OC                              178128               1168.97                   360
1480          GI. OC                              278100                  1854                   360
1481          GII. SS                             666400               3540.25                   360
1482          GI. OC                              611250               3947.66                   360
1483          GI. OC                              175000               1203.13                   360
1484          GI. OC                              405000               2868.75                   360
1485          GI. OC                              180000                  1275                   360
1486          GI. OC                              131920                893.21                   360
1487          GI. OC                              112500                773.44                   360
1488          GI. OC                               82500                   550                   360
1489          GI. OC                              260000               1841.67                   360
1490          GI. OC                              281600               1994.67                   360
1491          GI. OC                            197480.3               1519.37                   360
1492          GI. OC                              144347                992.39                   360
1493          GI. OC                              112350                713.89                   360
1494          GI. OC                            111299.1                887.05                   360
1495          GI. OC                              320000                  2100                   360
1496          GI. OC                              146160               1004.85                   360
1497          GI. OC                               40000                300.51                   360
1498          GI. OC                              351900               2272.69                   360
1499          GI. OC                              326981               2316.12                   360
1500          GI. OC                            49470.01                380.61                   360
1501          GI. OC                             1350000               8859.38                   360
1502          GI. OC                           223856.31                1722.3                   360
1503          GI. OC                              536000               3126.67                   360
1504          GI. OC                              236800                  1628                   360
1505          GI. OC                           239047.47               1797.03                   360
1506          GI. OC                           339993.29               1947.88                   360
1507          GI. OC                              199500               1371.56                   360
1508          GI. OC                              489200               3159.42                   360
1509          GI. OC                              251300               1675.33                   360
1510          GI. OC                              104000                736.67                   360
1511          GI. OC                              104000                736.67                   360
1512          GI. OC                              148000                971.25                   360
1513          GI. OC                            43972.65                334.43                   360
1514          GI. OC                               92320                596.23                   360
1515          GI. OC                              292119               2008.32                   360
1516          GI. OC                              146024                958.28                   360
1517          GI. OC                            79152.02                608.98                   360
1518          GI. OC                            93787.03                688.64                   360
1519          GI. OC                              245000               1607.81                   360
1520          GI. OC                            162718.8               1237.55                   360
1521          GI. OC                           174994.82                984.35                   360
1522          GI. OC                              140000                 962.5                   360
1523          GI. OC                              132000                838.75                   360
1524          GI. OC                           293397.95                2128.8                   360
1525          GI. OC                              148309                973.28                   360
1526          GI. OC                               97492                639.79                   360
1527          GI. OC                               74750                490.55                   360
1528          GI. OC                              150160               1047.99                   360
1529          GI. OC                              100594                649.67                   360
1530          GI. OC                           395220.86               2833.41                   360
1531          GII. SS                             159850                882.51                   360
1532          GI. OC                           970396.47                7380.3                   360
1533          GII. SS                             136500                881.56                   360
1534          GI. OC                           861917.42               5746.12                   360
1535          GI. OC                              204000                1402.5                   360
1536          GI. OC                              137600                974.67                   360
1537          GI. OC                              223200                1534.5                   360
1538          GI. OC                              155400               1116.94                   360
1539          GI. OC                              450000               2531.25                   360
1540          GI. OC                              277166               1385.83                   360
1541          GI. OC                            55442.21                352.29                   360
1542          GI. OC                           363585.11               2616.03                   360
1543          GI. OC                           172030.75               1036.62                   360
1544          GI. OC                           592346.09               3809.85                   360
1545          GI. OC                            285999.8               1638.54                   360
1546          GI. OC                              235000               1199.48                   360
1547          GI. OC                           348306.02               2756.89                   360
1548          GI. OC                              616000               3529.17                   360
1549          GI. OC                           146661.57               1149.24                   360
1550          GI. OC                           515739.86                4081.6                   360
1551          GI. OC                           163158.23                951.76                   360
1552          GI. OC                              191700               1377.84                   360
1553          GI. OC                              312363               2082.42                   360
1554          GI. OC                              334750               1882.97                   360
1555          GI. OC                              466240               3691.07                   360
1556          GI. OC                              239900               1474.39                   360
1557          GI. OC                              168000                1172.5                   360
1558          GI. OC                           218341.23               1727.97                   360
1559          GI. OC                              324000                1957.5                   360
1560          GI. OC                            88300.59                551.88                   360
1561          GI. OC                            76988.81                   409                   360
1562          GI. OC                           230736.23                  1370                   360
1563          GI. OC                              164000                  1230                   360
1564          GI. OC                           167493.02               1330.84                   360
1565          GI. OC                              113600                 887.5                   360
1566          GI. OC                              267615               1923.48                   360
1567          GI. OC                              208224                1301.4                   360
1568          GI. OC                              464000                  3335                   360
1569          GI. OC                             88212.5                716.73                   360
1570          GI. OC                              185500               1101.41                   360
1571          GI. OC                           436366.33               3186.55                   360
1572          GI. OC                              152000               1124.17                   360
1573          GI. OC                              128400               1029.87                   360
1574          GI. OC                              321100                2374.8                   360
1575          GI. OC                              157000               1013.96                   360
1576          GI. OC                              575900               3299.43                   360
1577          GI. OC                           374692.12               2771.16                   360
1578          GI. OC                             1365000               9668.75                   360
1579          GI. OC                              205419               1390.86                   360
1580          GI. OC                           249319.12               1740.04                   360
1581          GI. OC                           306328.36               2488.92                   360
1582          GI. OC                              126000                813.75                   360
1583          GI. OC                              428000               2764.17                   360
1584          GI. OC                              107175                881.96                   360
1585          GII. SS                             660000               4193.75                   360
1586          GII. SS                             504000                2677.5                   360
1587          GII. SS                             610000               3177.08                   360
1588          GII. SS                             544000                  3400                   360
1589          GI. OC                             1261000               6830.42                   360
1590          GI. OC                           461890.82                2008.8                   360
1591          GI. OC                              650000               4130.21                   360
1592          GI. OC                              124740                 831.6                   360
1593          GI. OC                              528960                3581.5                   360
1594          GI. OC                              264000                  1815                   360
1595          GI. OC                              280000               1983.33                   360
1596          GI. OC                               96000                   640                   360
1597          GI. OC                              135100                858.45                   360
1598          GI. OC                              344000                2257.5                   360
1599          GI. OC                              417000               2866.88                   360
1600          GI. OC                              303872               2152.43                   360
1601          GI. OC                              134200                643.04                   360
1602          GI. OC                              167900               1136.82                   360
1603          GI. OC                            416830.5               2692.03                   360
1604          GI. OC                              261960               1664.54                   360
1605          GI. OC                           176714.31               1282.18                   360
1606          GI. OC                              417000               2997.19                   360
1607          GI. OC                           744548.67               5728.41                   360
1608          GI. OC                            84676.85                600.21                   360
1609          GI. OC                              460000               3306.25                   360
1610          GI. OC                            77543.83                549.25                   360
1611          GI. OC                               52000                368.33                   360
1612          GII. SS                             180400               1221.46                   360
1613          GI. OC                              110200                757.63                   360
1614          GI. OC                           448779.41               3258.47                   360
1615          GI. OC                               82400                575.08                   360
1616          GI. OC                              224000                  1470                   360
1617          GI. OC                              301087                2132.7                   360
1618          GI. OC                              252250               1340.08                   360
1619          GI. OC                              150720                1067.6                   360
1620          GI. OC                           340707.58                  1969                   480
1621          GI. OC                              306809               2109.31                   360
1622          GII. SS                             278000                  1390                   360
1623          GI. OC                            59536.32                484.93                   360
1624          GI. OC                              176250               1119.92                   360
1625          GI. OC                           295032.91               1721.03                   360
1626          GI. OC                              443800               2912.44                   360
1627          GI. OC                              300336               1720.67                   360
1628          GI. OC                           223195.79               1039.72                   360
1629          GI. OC                              738400               5230.33                   360
1630          GI. OC                            93480.21                703.19                   360
1631          GI. OC                           104178.26                755.88                   360
1632          GI. OC                              392000               2164.17                   360
1633          GI. OC                               99920                801.44                   360
1634          GI. OC                              168000                  1085                   360
1635          GI. OC                              820000                  4100                   360
1636          GI. OC                              234375               1660.16                   360
1637          GI. OC                              148000               1079.17                   360
1638          GI. OC                           241092.76               1733.72                   360
1639          GI. OC                              178750               1154.43                   360
1640          GI. OC                              400000                  2750                   360
1641          GI. OC                              239600               1622.29                   360
1642          GI. OC                           250875.82               1463.44                   360
1643          GI. OC                           283965.68               1715.63                   360
1644          GI. OC                              356250                1966.8                   360
1645          GI. OC                            99991.46                 395.8                   360
1646          GI. OC                           468999.99               2540.42                   360
1647          GI. OC                              232000               1208.33                   360
1648          GI. OC                              172935                936.73                   360
1649          GI. OC                              177793               1055.65                   360
1650          GI. OC                           395990.05               2227.44                   360
1651          GI. OC                              167450               1011.68                   360
1652          GI. OC                              880000                  3575                   360
1653          GI. OC                              528969               2920.35                   360
1654          GI. OC                           230243.99               1271.14                   360
1655          GI. OC                           524999.99               3117.19                   360
1656          GI. OC                              544000                  2890                   360
1657          GI. OC                              336000                  1925                   360
1658          GI. OC                              170000                973.96                   360
1659          GI. OC                           185151.74                964.33                   360
1660          GI. OC                              157150                769.38                   360
1661          GI. OC                              288000                  1980                   360
1662          GI. OC                           307518.66               2088.66                   360
1663          GI. OC                              320000               1466.67                   360
1664          GI. OC                              361600                  2373                   360
1665          GI. OC                              420000                2362.5                   360
1666          GI. OC                              316000               2139.58                   360
1667          GI. OC                              264000                  1815                   360
1668          GI. OC                               70000                393.75                   360
1669          GI. OC                              143600                942.38                   360
1670          GI. OC                              400000                  3000                   360
1671          GI. OC                           319116.77               2292.52                   360
1672          GI. OC                              140075                787.92                   360
1673          GI. OC                              286000               1876.88                   360
1674          GII. SS                          960296.22               5301.64                   360
1675          GII. SS                          649999.17               3114.58                   360
1676          GII. SS                             531900               2991.94                   360
1677          GII. SS                             800000               4166.67                   360
1678          GII. SS                             580000                3262.5                   360
1679          GI. OC                              340000               2160.42                   360
1680          GI. OC                              322500               2082.82                   360
1681          GI. OC                          1199131.47               8493.53                   360
1682          GI. OC                              152000                965.83                   360
1683          GI. OC                              520000               3520.83                   360
1684          GI. OC                              448000                  3500                   360
1685          GI. OC                              129600                1039.5                   360
1686          GI. OC                              544000                  2890                   360
1687          GI. OC                              232000                1667.5                   360
1688          GI. OC                              337600               2496.83                   360
1689          GI. OC                              182400                  1159                   360
1690          GI. OC                            380855.5               1507.55                   360
1691          GII. SS                          298340.47               1647.09                   360
1692          GI. OC                              190400               1090.83                   360
1693          GI. OC                           199709.58               1415.58                   360
1694          GI. OC                              195200               1240.33                   360
1695          GI. OC                              328000                  2255                   360
1696          GI. OC                              101120                653.07                   360
1697          GI. OC                               95160                674.05                   360
1698          GI. OC                              207200               1359.75                   360
1699          GI. OC                           154063.04               1092.83                   360
1700          GI. OC                              191200               1254.75                   360
1701          GI. OC                           135003.68                956.93                   360
1702          GI. OC                           298578.67               1840.03                   360
1703          GI. OC                              576000                  3720                   360
1704          GI. OC                              484000                3327.5                   360
1705          GI. OC                            73281.92                519.06                   360
1706          GI. OC                           149491.73               1058.85                   360
1707          GI. OC                              115200                   744                   360
1708          GI. OC                           215763.73               1528.26                   360
1709          GI. OC                           150690.86               1067.35                   360
1710          GI. OC                            70348.06                498.27                   360
1711          GI. OC                              183920               1321.93                   360
1712          GI. OC                           255814.72               1811.95                   360
1713          GI. OC                              156000               1023.75                   360
1714          GI. OC                              639920               4132.82                   360
1715          GI. OC                           109796.52                713.45                   360
1716          GI. OC                           473390.75               3057.32                   360
1717          GI. OC                              336000                  2205                   360
1718          GI. OC                            72135.45                595.86                   301
1719          GI. OC                            43621.32                309.23                   360
1720          GI. OC                           142895.11                 659.7                   360
1721          GI. OC                            40891.64                345.52                   360
1722          GI. OC                           307068.11               2054.22                   360
1723          GI. OC                           261060.38               1760.86                   360
1724          GI. OC                              519200               3407.25                   360
1725          GI. OC                              226656               1463.82                   360
1726          GI. OC                              104000                498.33                   360
1727          GI. OC                              243700               1599.29                   360
1728          GI. OC                              100800                   693                   360
1729          GI. OC                              200550               1357.89                   360
1730          GI. OC                               71400                483.44                   360
1731          GI. OC                              131650                932.52                   360
1732          GI. OC                              131650                932.52                   360
1733          GI. OC                            63631.18                461.69                   360
1734          GI. OC                            63631.18                461.69                   360
1735          GI. OC                              142500                920.31                   360
1736          GI. OC                              167250               1149.84                   360
1737          GI. OC                              112350                713.89                   360
1738          GI. OC                              112350                713.89                   360
1739          GI. OC                              112350                713.89                   360
1740          GI. OC                              112350                713.89                   360
1741          GI. OC                              112350                713.89                   360
1742          GI. OC                              327900               1912.75                   360
1743          GI. OC                           165483.12               1186.38                   360
1744          GI. OC                           188343.58               1334.05                   360
1745          GI. OC                              114392                 750.7                   360
1746          GI. OC                              203136               1438.88                   360
1747          GI. OC                              125600                889.67                   360
1748          GI. OC                           307373.37               2177.15                   360
1749          GI. OC                               80369                535.79                   360
1750          GI. OC                              110600                 771.9                   360
1751          GI. OC                              316000               2073.75                   360
1752          GI. OC                              487400               3452.42                   360
1753          GI. OC                              404000               2693.33                   360
1754          GI. OC                              180800               1123.55                   360
1755          GI. OC                               94500                610.31                   360
1756          GI. OC                            75953.96                584.37                   360
1757          GI. OC                              174400                  1199                   360
1758          GI. OC                            58087.94                436.67                   360
1759          GI. OC                           269889.69               1629.06                   360
1760          GI. OC                              156700               1044.67                   360
1761          GI. OC                              186000                1317.5                   360
1762          GI. OC                              312000                2047.5                   360
1763          GI. OC                              971250               6879.69                   360
1764          GI. OC                              133104                942.82                   360
1765          GI. OC                              226910               1300.01                   360
1766          GI. OC                              551250               3847.27                   360
1767          GI. OC                              306700               2044.67                   360
1768          GI. OC                              150000                984.38                   360
1769          GI. OC                              135000                885.94                   360
1770          GI. OC                              213000               1508.75                   360
1771          GI. OC                              143200                924.83                   360
1772          GI. OC                              139900                903.52                   360
1773          GI. OC                               75600                511.87                   360
1774          GI. OC                              313600                  2058                   360
1775          GI. OC                              132000                   770                   360
1776          GI. OC                              256700               1818.29                   360
1777          GI. OC                              461152               2978.27                   360
1778          GI. OC                              560000               3966.67                   360
1779          GI. OC                            68368.09                587.66                   360
1780          GI. OC                              368000               2606.67                   360
1781          GI. OC                              244000               1601.25                   360
1782          GII. SS                             436000               2815.83                   360
1783          GI. OC                              115984                797.39                   360
1784          GI. OC                              703000               4613.44                   360
1785          GI. OC                           187880.12               1412.38                   360
1786          GI. OC                           187880.12               1412.38                   360
1787          GI. OC                           127118.89                955.61                   360
1788          GI. OC                              203925                1359.5                   360
1789          GI. OC                              252800                  1659                   360
1790          GI. OC                              202500               1371.09                   360
1791          GI. OC                              360000                  2325                   360
1792          GI. OC                              190300               1248.84                   360
1793          GI. OC                           259821.07               1885.18                   360
1794          GI. OC                              157850               1085.22                   360
1795          GI. OC                            190958.9               1352.63                   360
1796          GI. OC                           292434.16               2036.48                   360
1797          GI. OC                           116379.45                 895.4                   360
1798          GI. OC                              495200               3301.33                   360
1799          GI. OC                              122150                839.78                   360
1800          GI. OC                              349600               2330.67                   360
1801          GI. OC                              600000                  4250                   360
1802          GI. OC                              372000                2402.5                   360
1803          GI. OC                           131917.95                1003.3                   360
1804          GI. OC                              165600               1086.75                   360
1805          GI. OC                              233600               1654.67                   360
1806          GI. OC                              284000               2011.67                   360
1807          GI. OC                              195992               1327.03                   360
1808          GI. OC                           140700.62               1008.71                   360
1809          GI. OC                              379600               2491.13                   360
1810          GI. OC                              479900               3099.35                   360
1811          GI. OC                              400000               2833.33                   360
1812          GI. OC                              528950               3416.14                   360
1813          GI. OC                              365750               2552.63                   360
1814          GI. OC                              272000               1926.67                   360
1815          GI. OC                              255000               1646.87                   360
1816          GI. OC                              416000               2946.67                   360
1817          GI. OC                              236700               1676.62                   360
1818          GII. SS                          154043.91                850.45                   360
1819          GI. OC                              237536               1682.55                   360
1820          GI. OC                           227854.61               1712.89                   360
1821          GI. OC                              258400               1668.83                   360
1822          GI. OC                           289605.55               2126.45                   360
1823          GI. OC                              117600                   833                   360
1824          GI. OC                               84000                568.75                   360
1825          GI. OC                           160700.05                1222.2                   360
1826          GI. OC                              592672               3951.15                   360
1827          GI. OC                              220788               1563.91                   360
1828          GI. OC                              252000                1732.5                   360
1829          GI. OC                              273650               1767.32                   360
1830          GI. OC                              176000                  1155                   360
1831          GI. OC                               90742                604.95                   360
1832          GI. OC                              591800               4068.63                   360
1833          GI. OC                           120726.82                928.85                   360
1834          GI. OC                              723810               5126.99                   360
1835          GI. OC                              448000               2893.33                   360
1836          GI. OC                              161600               1043.67                   360
1837          GI. OC                              290400                  2057                   360
1838          GI. OC                              307500                  2050                   360
1839          GI. OC                              273000               1763.12                   360
1840          GI. OC                            55564.55                 417.7                   360
1841          GI. OC                              213520               1512.43                   360
1842          GI. OC                             1050000               6890.63                   360
1843          GI. OC                              691050               4894.94                   360
1844          GI. OC                           129361.59                995.28                   360
1845          GI. OC                              680000               5029.17                   360
1846          GI. OC                              262500               1859.37                   360
1847          GI. OC                              240000                  1675                   360
1848          GI. OC                              180000               1181.25                   360
1849          GI. OC                              700000               4083.33                   360
1850          GI. OC                              471950               3342.98                   360
1851          GI. OC                           113539.54                924.29                   360
1852          GI. OC                              217600               1473.33                   360
1853          GI. OC                              353550               2283.34                   360
1854          GI. OC                              140849                924.32                   360
1855          GI. OC                              206000               1416.25                   360
1856          GI. OC                               64000                   420                   360
1857          GI. OC                              429171               2771.73                   360
1858          GI. OC                              174000                1232.5                   360
1859          GI. OC                              183525               1261.73                   360
1860          GI. OC                            71636.57                551.16                   360
1861          GI. OC                              340000                2337.5                   360
1862          GI. OC                              127500                863.28                   360
1863          GI. OC                              304000               1963.33                   360
1864          GI. OC                              182750               1294.48                   360
1865          GI. OC                               40000                295.83                   360
1866          GI. OC                              228000                1472.5                   360
1867          GI. OC                              487500               3351.56                   360
1868          GI. OC                              308000               1700.42                   360
1869          GI. OC                              207200               1381.33                   360
1870          GI. OC                               92000                651.67                   360
1871          GI. OC                              127500                876.56                   360
1872          GI. OC                              127500                836.72                   360
1873          GI. OC                              224000               1563.33                   360
1874          GI. OC                              204000                  1445                   360
1875          GI. OC                              395504                2595.5                   360
1876          GI. OC                             85947.9                661.27                   360
1877          GI. OC                           170616.58               1312.69                   360
1878          GI. OC                              260100               1679.81                   360
1879          GI. OC                              386000               2533.13                   360
1880          GI. OC                              635000               4497.92                   360
1881          GI. OC                              562400               3807.92                   360
1882          GI. OC                              135000                942.19                   360
1883          GI. OC                               43760                287.18                   360
1884          GI. OC                              218122               1431.43                   360
1885          GI. OC                            137907.4                1012.6                   360
1886          GI. OC                              168320                1104.6                   360
1887          GI. OC                              214800               1387.25                   360
1888          GI. OC                           103437.29                795.83                   360
1889          GI. OC                              122400                854.25                   360
1890          GI. OC                              280000               1458.33                   360
1891          GI. OC                              149600               1059.67                   360
1892          GI. OC                              215200               1412.25                   360
1893          GI. OC                               64800                 418.5                   360
1894          GI. OC                               70400                454.66                   360
1895          GI. OC                              198674               1365.88                   360
1896          GI. OC                              400000               2708.33                   360
1897          GI. OC                              340588                2412.5                   360
1898          GI. OC                              379600               2451.58                   360
1899          GI. OC                             1000000               7083.33                   360
1900          GI. OC                              412500               2835.94                   360
1901          GI. OC                           161502.11               1242.56                   360
1902          GI. OC                              143920                944.48                   360
1903          GI. OC                               92400                596.75                   360
1904          GI. OC                               92400                596.75                   360
1905          GI. OC                              668016               4731.78                   360
1906          GI. OC                              576000                  4080                   360
1907          GI. OC                           159503.31               1227.19                   360
1908          GI. OC                           159503.31               1227.19                   360
1909          GI. OC                              417000               2953.75                   360
1910          GI. OC                               52000                368.33                   360
1911          GI. OC                              277050                  1847                   360
1912          GI. OC                              164320               1163.93                   360
1913          GI. OC                              138750                968.36                   360
1914          GI. OC                              189000               1279.69                   360
1915          GI. OC                             1000000               7083.33                   360
1916          GI. OC                              133000                872.81                   360
1917          GI. OC                              134400                   896                   360
1918          GI. OC                              179600               1197.33                   360
1919          GI. OC                              225000               1453.12                   360
1920          GI. OC                           143912.76               1107.24                   360
1921          GI. OC                              139920                 991.1                   360
1922          GI. OC                               99200                   651                   360
1923          GI. OC                               93999                616.87                   360
1924          GI. OC                              825000               5414.06                   360
1925          GI. OC                              120300                814.53                   360
1926          GI. OC                              180407               1183.92                   360
1927          GI. OC                              110250                746.48                   360
1928          GI. OC                           155648.12               1156.44                   360
1929          GI. OC                              188800               1278.33                   360
1930          GI. OC                           227362.18               1749.28                   360
1931          GI. OC                              209600               1484.67                   360
1932          GI. OC                              144000                  1020                   360
1933          GI. OC                              148000               1002.08                   360
1934          GI. OC                               67425                456.52                   360
1935          GI. OC                              129270                 861.8                   360
1936          GI. OC                              154750                999.43                   360
1937          GI. OC                              226400               1509.33                   360
1938          GI. OC                             64004.8                458.86                   360
1939          GI. OC                              145600               1031.33                   360
1940          GI. OC                               68000                481.67                   360
1941          GI. OC                              114552                739.81                   360
1942          GI. OC                           157949.94               1057.31                   360
1943          GI. OC                              708000                4572.5                   360
1944          GI. OC                              640000               4133.33                   360
1945          GI. OC                           138124.13                990.94                   360
1946          GI. OC                              407600               2207.83                   360
1947          GI. OC                              164000               1076.25                   360
1948          GI. OC                               99050                670.65                   360
1949          GI. OC                              131760                 933.3                   360
1950          GI. OC                              144750                   965                   360
1951          GI. OC                              135190                887.18                   360
1952          GI. OC                              212784               1086.08                   360
1953          GI. OC                              156032               1040.21                   360
1954          GI. OC                              225600                1527.5                   360
1955          GI. OC                              127360                849.07                   360
1956          GI. OC                              222400                1459.5                   360
1957          GI. OC                              135920                891.98                   360
1958          GI. OC                            74754.68                575.15                   360
1959          GI. OC                           164700.16               1267.17                   360
1960          GI. OC                              306000               1944.37                   360
1961          GI. OC                              210000               1378.13                   360
1962          GI. OC                              206950               1336.55                   360
1963          GI. OC                              292100               2069.04                   360
1964          GI. OC                              400000                  2625                   360
1965          GI. OC                               63750                451.56                   360
1966          GI. OC                               63750                451.56                   360
1967          GI. OC                              456000                  3230                   360
1968          GII. SS                          198729.53               1528.99                   360
1969          GII. SS                             150000                890.63                   360
1970          GI. OC                             1000000               5208.33                   300
1971          GI. OC                             4050000              26578.13                   300
1972          GII. SS                          431999.16                  2475                   360
1973          GII. SS                             512000               2933.33                   360
1974          GI. OC                           212258.97               1522.81                   360
1975          GII. SS                             825000               4726.56                   360
1976          GII. SS                             250033               1536.66                   360
1977          GI. OC                              204304               1340.75                   360
1978          GI. OC                              211200                  1364                   360
1979          GI. OC                              155990                991.19                   360
1980          GI. OC                              187964               1194.35                   360
1981          GI. OC                              155490                988.01                   360
1982          GI. OC                              232000               1643.33                   360
1983          GI. OC                              364640               2354.97                   360
1984          GII. SS                          265094.67               1635.34                   360
1985          GII. SS                             242986               1290.86                   360
1986          GII. SS                             250128               1433.02                   360
1987          GI. OC                              268554               1510.62                   360
1988          GI. OC                            583150.5               3705.44                   360
1989          GI. OC                              246392               1462.95                   360
1990          GI. OC                              248000               1446.67                   360
1991          GI. OC                           191587.44               1077.68                   360
1992          GI. OC                              210308               1270.61                   360
1993          GI. OC                              280015               1895.93                   360
1994          GI. OC                              194000               1071.04                   360
1995          GI. OC                           171228.99               1213.71                   360
1996          GI. OC                               75000                398.44                   360
1997          GI. OC                           136017.38                777.46                   360
1998          GI. OC                              474764               3362.91                   360
1999          GI. OC                              198000               1010.62                   360
2000          GI. OC                              532088                  2993                   360
2001          GII. SS                             553472               2709.71                   360
2002          GII. SS                          633820.61               3961.57                   360
2003          GII. SS                             581436               3028.31                   360
2004          GI. OC                           476583.07               2730.42                   360
2005          GI. OC                              464532                3000.1                   360
2006          GI. OC                              261470               1661.42                   360
2007          GI. OC                              275100               1518.78                   360
2008          GI. OC                              253600                818.92                   360
2009          GI. OC                              330309                1892.4                   360
2010          GI. OC                              247741               1419.35                   360
2011          GII. SS                             600309                3689.4                   360
2012          GII. SS                          181581.37                  1136                   360
2013          GI. OC                              185380               1042.76                   360
2014          GII. SS                             229723               1268.26                   360
2015          GI. OC                              219726               1213.07                   360
2016          GII. SS                             242900               1442.22                   360
2017          GII. SS                             110000                527.08                   360
2018          GI. OC                              207327               1187.81                   360
2019          GI. OC                           180267.28               1086.52                   360
2020          GII. SS                             236871               1283.05                   360
2021          GII. SS                             184592                999.87                   360
2022          GI. OC                              247448                1391.9                   360
2023          GI. OC                              488370               2594.47                   360
2024          GI. OC                           394247.95               2094.44                   360
2025          GII. SS                             300000               1593.75                   360
2026          GII. SS                          250079.41               1624.82                   360
2027          GI. OC                              181100               1150.74                   360
2028          GI. OC                              213150               1354.39                   360
2029          GI. OC                              476000               2479.17                   360
2030          GII. SS                             130000                771.88                   360
2031          GII. SS                          603916.16               3459.94                   360
2032          GI. OC                           959999.99                  6200                   360
2033          GI. OC                            67973.49                446.08                   360
2034          GI. OC                               37500                246.09                   360
2035          GI. OC                           369691.68               2691.82                   360
2036          GI. OC                            402426.8               2640.93                   360
2037          GI. OC                              156150               1024.73                   360
2038          GI. OC                           101758.67                730.57                   360
2039          GI. OC                          1929095.64              14308.41                   360
2040          GI. OC                           175242.52               1260.89                   360
2041          GI. OC                           263874.64               1903.71                   360
2042          GI. OC                           249489.42               1820.65                   360
2043          GI. OC                           397342.52                2865.3                   360
2044          GI. OC                              237500               1533.85                   360
2045          GI. OC                           233999.99               1511.25                   360
2046          GI. OC                           131201.96                847.35                   360
2047          GI. OC                              392400               2697.75                   360
2048          GI. OC                              380000               2533.33                   360
2049          GI. OC                              243200                  1748                   360
2050          GI. OC                              177600               1334.25                   360
2051          GI. OC                               86000                564.38                   360
2052          GI. OC                              216000                1552.5                   360
2053          GI. OC                              180000               1384.04                   360
2054          GI. OC                              552500               3625.78                   360
2055          GI. OC                               57600                442.89                   360
2056          GI. OC                              342000                2422.5                   360
2057          GI. OC                              256000               1626.67                   360
2058          GI. OC                              476250               3661.95                   360
2059          GI. OC                              183000               1374.82                   360
2060          GI. OC                              116000                891.94                   360
2061          GI. OC                              209642               1419.45                   360
2062          GI. OC                              171500               1089.74                   360
2063          GI. OC                              318400               2023.17                   360
2064          GI. OC                              200000               1537.83                   360
2065          GI. OC                               77000                505.31                   360
2066          GI. OC                              380800               2697.33                   360
2067          GI. OC                              199048               1264.78                   360
2068          GI. OC                              180727               1186.02                   360
2069          GI. OC                              156800                  1029                   360
2070          GI. OC                              224182                1517.9                   360
2071          GI. OC                              599200               3869.83                   360
2072          GI. OC                              113600                792.83                   360
2073          GI. OC                              316000               2073.75                   360
2074          GI. OC                              188000               1412.38                   360
2075          GI. OC                              232496               1646.85                   360
2076          GI. OC                               76000                506.67                   360
2077          GI. OC                               94800                 671.5                   360
2078          GI. OC                              164000               1036.59                   360
2079          GI. OC                              571192               4045.94                   360
2080          GI. OC                              190197               1248.17                   360
2081          GI. OC                              247500               1598.44                   360
2082          GII. SS                             280000               1691.67                   360
2083          GI. OC                              111920                746.14                   360
2084          GI. OC                              202928               1479.68                   360
2085          GI. OC                              200000                  1375                   360
2086          GI. OC                              202482               1476.43                   360
2087          GI. OC                              470508               2989.69                   360
2088          GI. OC                              455200               2939.83                   360
2089          GI. OC                              192000               1510.46                   360
2090          GI. OC                              203920               1338.23                   360
2091          GI. OC                              213920               1381.57                   360
2092          GI. OC                              320800               2438.31                   360
2093          GI. OC                              263200               1931.27                   360
2094          GI. OC                              200000               1467.53                   360
2095          GI. OC                               68000                 504.9                   360
2096          GI. OC                              156800                996.33                   360
2097          GI. OC                              372000                2557.5                   360
2098          GI. OC                               81600                 569.5                   360
2099          GI. OC                               65925                 460.1                   360
2100          GI. OC                              179250               1362.43                   360
2101          GI. OC                              210400               1380.75                   360
2102          GI. OC                              636000                4107.5                   360
2103          GI. OC                              336000                  2205                   360
2104          GI. OC                              138675                982.28                   360
2105          GI. OC                              224700               1661.84                   360
2106          GI. OC                              178000               1149.58                   360
2107          GI. OC                               34850                249.67                   360
2108          GI. OC                              122400                803.25                   360
2109          GI. OC                           142596.86               1026.73                   360
2110          GI. OC                              164000               1076.25                   360
2111          GI. OC                              148058                971.63                   360
2112          GI. OC                              440000               2795.83                   360
2113          GI. OC                              123060                781.94                   360
2114          GI. OC                              540000               3431.25                   360
2115          GI. OC                              116250                873.35                   360
2116          GI. OC                              221250               1567.19                   360
2117          GI. OC                              130900                 845.4                   360
2118          GI. OC                              136000               1069.91                   360
2119          GI. OC                              113400                732.37                   360
2120          GI. OC                              162792               1068.32                   360
2121          GI. OC                              166508               1058.02                   360
2122          GI. OC                              295920               1880.33                   360
2123          GI. OC                              212000               1501.67                   360
2124          GI. OC                              185500               1333.28                   360
2125          GI. OC                              337500               2214.84                   360
2126          GI. OC                               78750                   525                   360
2127          GI. OC                              337500               2214.84                   360
2128          GI. OC                              337500               2214.84                   360
2129          GI. OC                              213792               1425.28                   360
2130          GI. OC                              235520               1349.33                   360
2131          GI. OC                              136500                   910                   360
2132          GI. OC                              119433                783.78                   360
2133          GI. OC                              300000                  2000                   360
2134          GI. OC                              307180               2111.86                   360
2135          GI. OC                              196000                1347.5                   360
2136          GII. SS                             118552                 679.2                   360
2137          GI. OC                               84750                617.97                   360
2138          GI. OC                              182800               1161.54                   360
2139          GI. OC                              308000               1989.17                   360
2140          GI. OC                              816000                  5610                   360
2141          GI. OC                              308000               2112.73                   360
2142          GI. OC                              520000               3466.67                   360
2143          GI. OC                              648000                4252.5                   360
2144          GI. OC                              334400               2124.83                   360
2145          GI. OC                              192000                  1300                   360
2146          GI. OC                              213600                1379.5                   360
2147          GI. OC                              164750               1166.98                   360
2148          GI. OC                              192750                  1285                   360
2149          GI. OC                              219268               1393.27                   360
2150          GI. OC                              194000                1423.5                   360
2151          GI. OC                              448000                  2380                   360
2152          GI. OC                              119920                786.98                   360
2153          GI. OC                              124000                839.58                   360
2154          GI. OC                              566800               4132.92                   360
2155          GI. OC                               98199                 634.2                   360
2156          GI. OC                            83949.11                645.89                   360
2157          GI. OC                              241500               1735.78                   360
2158          GI. OC                              123200                795.67                   360
2159          GI. OC                              101500                 798.5                   360
2160          GI. OC                              247500               1598.44                   360
2161          GI. OC                              135750                933.28                   360
2162          GI. OC                              356000               2336.25                   360
2163          GI. OC                              146300               1051.53                   360
2164          GI. OC                              219064               1300.69                   360
2165          GI. OC                              300000               2093.75                   360
2166          GI. OC                              169500               1165.31                   360
2167          GI. OC                              121500                860.63                   360
2168          GI. OC                              121500                860.63                   360
2169          GII. SS                             116000                821.67                   360
2170          GI. OC                              229400               1338.17                   360
2171          GI. OC                              123200                821.33                   360
2172          GI. OC                              616000               4363.33                   360
2173          GI. OC                              230050                1509.7                   360
2174          GI. OC                              920000               6229.17                   360
2175          GI. OC                              496300               3360.36                   360
2176          GI. OC                              231000                  1635                   360
2177          GI. OC                              224000               1585.46                   360
2178          GI. OC                              352800               2315.25                   360
2179          GI. OC                              307400               2049.33                   360
2180          GI. OC                              364850               2356.32                   360
2181          GI. OC                              468000                  3315                   360
2182          GI. OC                               99569                694.91                   360
2183          GI. OC                              129500                836.35                   360
2184          GI. OC                              189348               1222.87                   360
2185          GII. SS                             620000               3422.92                   360
2186          GI. OC                              381750               2465.47                   360
2187          GI. OC                              232000               1498.33                   360
2188          GI. OC                              225600                  1645                   360
2189          GI. OC                              138764                896.18                   360
2190          GI. OC                              284800               2017.33                   360
2191          GI. OC                              272533               1816.89                   360
2192          GI. OC                              140700                   938                   360
2193          GI. OC                              282723               1914.27                   360
2194          GI. OC                              259000               1780.63                   360
2195          GI. OC                              177800               1129.77                   360
2196          GII. SS                             168280               1104.34                   360
2197          GI. OC                              132000                866.25                   360
2198          GI. OC                           188866.61               1354.02                   360
2199          GI. OC                              179750               1142.16                   360
2200          GI. OC                           141770.32                967.88                   360
2201          GII. SS                          124687.18                788.82                   360
2202          GI. OC                              140200                788.63                   360
2203          GI. OC                              496000               3513.33                   360
2204          GI. OC                           135906.41                986.09                   360
2205          GI. OC                              187500                  1250                   360
2206          GI. OC                              192000                  1280                   360
2207          GI. OC                              186080               1318.07                   360
2208          GI. OC                               85120                602.93                   360
2209          GI. OC                              420000               3081.82                   360
2210          GI. OC                              253500               1742.81                   360
2211          GI. OC                              280400               2015.38                   360
2212          GI. OC                              335920               2204.48                   360
2213          GI. OC                              208000               1473.33                   360
2214          GI. OC                              143500                926.77                   360
2215          GI. OC                              190000               1345.83                   360
2216          GI. OC                              468000               3363.75                   360
2217          GII. SS                             484000               2772.92                   360
2218          GI. OC                             2000000              13333.33                   360
2219          GI. OC                              212680               1440.02                   360
2220          GI. OC                              171750               1252.34                   360
2221          GI. OC                              354450                  2363                   360
2222          GI. OC                              280000               1983.33                   360
2223          GI. OC                              231000               1564.06                   360
2224          GI. OC                              168000                  1190                   360
2225          GI. OC                              125600                850.42                   360
2226          GI. OC                              295800               1941.19                   360
2227          GI. OC                              135120                928.95                   360
2228          GI. OC                              128000                972.89                   360
2229          GI. OC                              106400                808.72                   360
2230          GI. OC                               80100                525.66                   360
2231          GI. OC                              113040                777.15                   360
2232          GI. OC                              131992                907.45                   360
2233          GI. OC                              152480                1048.3                   360
2234          GI. OC                               58800                410.38                   360
2235          GI. OC                               74200                486.94                   360
2236          GI. OC                              124000                787.92                   360
2237          GI. OC                              196000               1388.33                   360
2238          GI. OC                              999000               6555.94                   360
2239          GI. OC                              408000                  2635                   360
2240          GI. OC                            99929.42                716.41                   360
2241          GI. OC                              135200                859.08                   360
2242          GI. OC                               96250                641.67                   360
2243          GI. OC                              340800                2307.5                   360
2244          GI. OC                              131920                865.73                   360
2245          GI. OC                              180000                  1275                   360
2246          GI. OC                              106400                818.12                   360
2247          GI. OC                               71750                520.24                   360
2248          GI. OC                              300750               2098.98                   360
2249          GI. OC                              341100               2380.59                   360
2250          GI. OC                              427584               2716.94                   360
2251          GI. OC                              177280                1163.4                   360
2252          GI. OC                              236640               1602.25                   360
2253          GI. OC                              125250                887.19                   360
2254          GI. OC                              236640               1651.55                   360
2255          GI. OC                              269250               1823.05                   360
2256          GI. OC                              210000                1487.5                   360
2257          GI. OC                              172000               1218.33                   360
2258          GI. OC                              105000                743.75                   360
2259          GI. OC                              206500               1333.65                   360
2260          GI. OC                              252000                  1785                   360
2261          GI. OC                              218400               1387.75                   360
2262          GI. OC                              124800                948.57                   360
2263          GI. OC                               88000                559.17                   360
2264          GI. OC                           115920.17                841.08                   360
2265          GI. OC                              140000                977.08                   360
2266          GI. OC                               70400                469.33                   360
2267          GI. OC                              223200                  1581                   360
2268          GI. OC                              226400               1462.17                   360
2269          GI. OC                              380000               2493.75                   360
2270          GI. OC                           120643.02                906.93                   360
2271          GI. OC                              178400               1170.75                   360
2272          GI. OC                              840000                6037.5                   360
2273          GI. OC                              140000                904.17                   360
2274          GI. OC                            63631.18                461.69                   360
2275          GI. OC                            63631.18                461.69                   360
2276          GI. OC                               44000                338.32                   360
2277          GI. OC                              126400                   869                   360
2278          GI. OC                           197477.18                1501.9                   360
2279          GI. OC                            73448.13                526.56                   360
2280          GI. OC                              152000               1013.33                   360
2281          GI. OC                               96200                705.88                   360
2282          GI. OC                               93000                 682.4                   360
2283          GI. OC                              182000               1194.38                   360
2284          GI. OC                              102400                 769.3                   360
2285          GI. OC                              187920               1233.23                   360
2286          GI. OC                              208000               1408.33                   360
2287          GI. OC                              112177                724.48                   360
2288          GI. OC                              134000                959.99                   360
2289          GI. OC                               88000                614.17                   360
2290          GI. OC                              193600               1403.73                   360
2291          GI. OC                               64000                453.33                   360
2292          GI. OC                              129600                   864                   360
2293          GI. OC                               79900                524.34                   360
2294          GI. OC                              424360               2784.86                   360
2295          GI. OC                              404000               2903.75                   360
2296          GI. OC                              176000               1276.12                   360
2297          GI. OC                              239200               1694.33                   360
2298          GI. OC                              273750                  1825                   360
2299          GI. OC                              141500                913.85                   360
2300          GI. OC                              280000                1837.5                   360
2301          GI. OC                               90350                639.98                   360
2302          GI. OC                              519200               3677.67                   360
2303          GI. OC                              121500                   810                   360
2304          GI. OC                              404000               3106.41                   360
2305          GI. OC                               67600                450.67                   360
2306          GI. OC                              203000               1437.92                   360
2307          GI. OC                              596000               4407.92                   360
2308          GI. OC                              187920               1194.08                   360
2309          GI. OC                              172500                988.28                   360
2310          GI. OC                              417000               2823.44                   360
2311          GI. OC                               67920                498.37                   360
2312          GI. OC                              135200                901.33                   360
2313          GI. OC                              648550               4391.22                   360
2314          GI. OC                               72512                551.14                   360
2315          GI. OC                               86800                596.75                   360
2316          GI. OC                              260332               1789.79                   360
2317          GI. OC                              174400                1253.5                   360
2318          GI. OC                              302400                  2142                   360
2319          GI. OC                              129500                836.35                   360
2320          GI. OC                              141600                929.25                   360
2321          GI. OC                              111487                731.63                   360
2322          GI. OC                               75920                529.86                   360
2323          GI. OC                              146150               1050.45                   360
2324          GI. OC                              324092               2194.37                   360
2325          GI. OC                              226320               1532.37                   360
2326          GI. OC                              247532               1804.92                   360
2327          GI. OC                              417000               2977.96                   360
2328          GI. OC                              220000               1420.83                   360
2329          GI. OC                              172000                1182.5                   360
2330          GI. OC                              180600               1279.25                   360
2331          GI. OC                              187200                1228.5                   360
2332          GI. OC                              233500               1653.96                   360
2333          GI. OC                              104000                 682.5                   360
2334          GI. OC                              360000                2287.5                   360
2335          GI. OC                              305200               1939.29                   360
2336          GI. OC                              176000               1191.67                   360
2337          GI. OC                              395200               2552.33                   360
2338          GI. OC                               90000                 637.5                   360
2339          GI. OC                              199250               1411.35                   360
2340          GI. OC                              384000                  2720                   360
2341          GI. OC                              189327               1222.74                   360
2342          GI. OC                              247200                  1751                   360
2343          GI. OC                           259821.07               1885.18                   360
2344          GI. OC                              113280                 719.8                   360
2345          GI. OC                              147342                966.93                   360
2346          GI. OC                              213740               1491.73                   360
2347          GI. OC                           191331.56               1245.31                   360
2348          GI. OC                              152000                965.83                   360
2349          GII. SS                             207316               1187.75                   360
2350          GI. OC                              185600               1198.67                   360
2351          GI. OC                              200000                  1250                   360
2352          GI. OC                              171040                1175.9                   360
2353          GI. OC                              115493                847.45                   360
2354          GI. OC                              207440               1361.33                   360
2355          GI. OC                           215862.26               1622.74                   360
2356          GI. OC                              317770               2019.16                   360
2357          GI. OC                              156000                1007.5                   360
2358          GI. OC                              261750               1717.73                   360
2359          GI. OC                              643500               4424.06                   360
2360          GI. OC                              186400               1223.25                   360
2361          GI. OC                             1000000               6458.33                   360
2362          GI. OC                               83600                628.06                   360
2363          GI. OC                              318750               2257.81                   360
2364          GI. OC                               45500                322.29                   360
2365          GI. OC                              193600               1371.33                   360
2366          GI. OC                               91000                644.58                   360
2367          GI. OC                              160000               1230.27                   360
2368          GI. OC                               54400                408.69                   360
2369          GI. OC                              163000               1154.58                   360
2370          GI. OC                              232000                1522.5                   360
2371          GI. OC                               91000                644.58                   360
2372          GI. OC                           169494.59               1289.08                   360
2373          GI. OC                           169494.59               1289.08                   360
2374          GI. OC                            91944.27                 707.4                   360
2375          GI. OC                              285000               1810.94                   360
2376          GI. OC                              127533                903.36                   360
2377          GI. OC                              226400               1532.92                   360
2378          GI. OC                              176800               1343.81                   360
2379          GI. OC                              104000                736.67                   360
2380          GI. OC                               87920                558.66                   360
2381          GI. OC                              182700               1179.94                   360
2382          GI. OC                              195000                  1300                   360
2383          GI. OC                              209600               1397.33                   360
2384          GI. OC                              174400                1144.5                   360
2385          GI. OC                              549200               3718.54                   360
2386          GI. OC                               85200                   568                   360
2387          GI. OC                               68000                481.67                   360
2388          GI. OC                              192000                  1280                   360
2389          GI. OC                               61600                 423.5                   360
2390          GI. OC                              188000               1331.67                   360
2391          GI. OC                              205816               1350.67                   360
2392          GI. OC                              520000               3683.33                   360
2393          GI. OC                              150050               1062.85                   360
2394          GI. OC                              133000                858.96                   360
2395          GI. OC                               86000                661.27                   360
2396          GI. OC                           127914.11                939.22                   360
2397          GI. OC                              207000               1315.31                   360
2398          GI. OC                              186400               1223.25                   360
2399          GI. OC                              214994                1410.9                   360
2400          GI. OC                            93927.66                673.38                   360
2401          GI. OC                              330000               2131.25                   360
2402          GI. OC                           286026.62               2200.63                   360
2403          GI. OC                           122315.77                887.48                   360
2404          GI. OC                              199495               1371.53                   360
2405          GI. OC                              975000               6804.69                   360
2406          GI. OC                               95200                674.33                   360
2407          GI. OC                              134800                884.63                   360
2408          GI. OC                              102400                682.67                   360
2409          GI. OC                              327950               2254.66                   360
2410          GI. OC                              263920               1484.55                   360
2411          GI. OC                              183920               1187.82                   360
2412          GI. OC                              180000                1162.5                   360
2413          GI. OC                             1000000               6979.17                   360
2414          GI. OC                               60130                 394.6                   360
2415          GI. OC                              560000               3966.67                   360
2416          GI. OC                              107100                725.16                   360
2417          GI. OC                              119200                782.25                   360
2418          GI. OC                              305600               1973.67                   360
2419          GI. OC                              316000                2172.5                   360
2420          GI. OC                              142730               1034.89                   360
2421          GI. OC                              333600               2258.75                   360
2422          GI. OC                              260000               1840.26                   360
2423          GI. OC                              399600               2788.88                   360
2424          GI. OC                              210000               1540.91                   360
2425          GI. OC                              188000                1292.5                   360
2426          GI. OC                               78400                 514.5                   360
2427          GI. OC                              360850               2368.08                   360
2428          GI. OC                               88500                608.44                   360
2429          GI. OC                              119000                793.33                   360
2430          GI. OC                              427000               2891.15                   360
2431          GII. SS                             417000               2475.94                   360
2432          GI. OC                              223000               1440.21                   360
2433          GII. SS                              54000                420.01                   360
2434          GI. OC                              214400               1429.33                   360
2435          GI. OC                              693600               5029.08                   360
2436          GI. OC                              250320               1642.73                   360
2437          GI. OC                              387920               2626.54                   360
2438          GI. OC                              322400               2478.98                   360
2439          GI. OC                              617500               3988.02                   360
2440          GI. OC                              106400                687.17                   360
2441          GI. OC                              216573                1398.7                   360
2442          GI. OC                              126000                813.75                   360
2443          GI. OC                              112500                761.72                   360
2444          GI. OC                              183600               1204.88                   360
2445          GI. OC                               89700                579.31                   360
2446          GI. OC                               46400                356.78                   360
2447          GI. OC                           118559.65                771.72                   360
2448          GI. OC                              257684               1556.84                   360
2449          GI. OC                              265200               1740.38                   360
2450          GI. OC                              383200               2514.75                   360
2451          GI. OC                              388800                  2592                   360
2452          GI. OC                               42400                300.33                   360
2453          GI. OC                              183330               1260.39                   360
2454          GI. OC                               97200                704.77                   360
2455          GI. OC                              165000               1082.81                   360
2456          GI. OC                              172000                1182.5                   360
2457          GI. OC                              212000               1369.17                   360
2458          GI. OC                              153600                  1056                   360
2459          GI. OC                              322000               1811.25                   360
2460          GI. OC                            163881.3               1160.78                   360
2461          GI. OC                              384000                  2480                   360
2462          GII. SS                          101530.08                736.67                   360
2463          GI. OC                              273184               2134.25                   360
2464          GI. OC                              320000                  2100                   360
2465          GI. OC                              188000               1233.75                   360
2466          GI. OC                              253425               1795.09                   360
2467          GI. OC                              300000                  2125                   360
2468          GI. OC                              191250               1215.23                   360
2469          GI. OC                              219750               1419.22                   360
2470          GI. OC                              800000                  5500                   360
2471          GI. OC                              273750               1882.03                   360
2472          GI. OC                              138400                980.33                   360
2473          GI. OC                              187944               1311.69                   360
2474          GI. OC                              192577               1263.79                   360
2475          GI. OC                              296000                2312.5                   360
2476          GI. OC                              145420                954.32                   360
2477          GI. OC                              151192               1007.95                   360
2478          GI. OC                               54828                421.58                   360
2479          GI. OC                              281600                  1496                   360
2480          GI. OC                              475280               3168.54                   360
2481          GI. OC                              142500                920.31                   360
2482          GI. OC                             1500000                 11269                   360
2483          GI. OC                              249600                  1586                   360
2484          GI. OC                              128000                   840                   360
2485          GI. OC                               83250                537.66                   360
2486          GI. OC                              191920               1259.48                   360
2487          GI. OC                              119120                794.13                   360
2488          GI. OC                               84000                603.75                   360
2489          GI. OC                              224000                  1470                   360
2490          GI. OC                             1162500               7507.81                   360
2491          GI. OC                              132650                898.15                   360
2492          GI. OC                              145005                 951.6                   360
2493          GI. OC                              152000                965.83                   360
2494          GI. OC                               88100                578.16                   360
2495          GI. OC                              443200                2908.5                   360
2496          GI. OC                               81000                531.56                   360
2497          GI. OC                              322120               2080.36                   360
2498          GI. OC                           117918.79                855.59                   360
2499          GI. OC                              174400               1108.17                   360
2500          GI. OC                              115200                825.31                   360
2501          GI. OC                              243385               1698.62                   360
2502          GI. OC                              209279               1373.39                   360
2503          GI. OC                              400000               3111.16                   360
2504          GI. OC                           239843.01               1781.99                   360
2505          GI. OC                              297600               2209.67                   360
2506          GI. OC                              452000               3435.53                   360
2507          GI. OC                              208000               1473.33                   360
2508          GI. OC                              540000                  3600                   360
2509          GI. OC                              115430                817.01                   360
2510          GI. OC                              183600               1166.63                   360
2511          GI. OC                              262500               1476.56                   360
2512          GI. OC                              292600               1889.71                   360
2513          GI. OC                              215200               1389.83                   360
2514          GI. OC                               87500                555.99                   360
2515          GI. OC                              204000               1338.75                   360
2516          GI. OC                              343920                2436.1                   360
2517          GI. OC                              356965                2528.5                   360
2518          GI. OC                              319200                  2128                   360
2519          GI. OC                              226400               1485.75                   360
2520          GI. OC                              236000               1499.58                   360
2521          GI. OC                              480000                  3200                   360
2522          GI. OC                              460000               3258.33                   360
2523          GI. OC                              180000                  1200                   360
2524          GI. OC                              116800                898.09                   360
2525          GI. OC                              208158               1366.04                   360
2526          GI. OC                              476000               3421.25                   360
2527          GI. OC                              148000               1063.75                   360
2528          GI. OC                              224000               1586.67                   360
2529          GI. OC                              273750               1939.06                   360
2530          GI. OC                            135917.6               1045.73                   360
2531          GI. OC                              196000               1286.25                   360
2532          GI. OC                              116000                821.67                   360
2533          GI. OC                              318000               2086.88                   360
2534          GI. OC                            59919.21                440.26                   360
2535          GI. OC                              904391                6406.1                   360
2536          GI. OC                              202300               1306.52                   360
2537          GI. OC                               86250                610.94                   360
2538          GI. OC                              296000               1911.67                   360
2539          GI. OC                              352972               2279.61                   360
2540          GI. OC                              175078               1112.48                   360
2541          GI. OC                              370720               2471.47                   360
2542          GI. OC                              198216               1321.44                   360
2543          GI. OC                              349612               2403.59                   360
2544          GI. OC                              239008               1568.49                   360
2545          GI. OC                              224800               1428.42                   360
2546          GI. OC                              240000                  1575                   360
2547          GI. OC                              378900               2714.49                   360
2548          GI. OC                              167200               1184.33                   360
2549          GI. OC                             1124962                7148.2                   360
2550          GI. OC                              240000                  1550                   360
2551          GI. OC                              401250               2758.59                   360
2552          GI. OC                              233100               1529.72                   360
2553          GI. OC                               84000                   595                   360
2554          GI. OC                              164250               1262.94                   360
2555          GI. OC                               84742                556.12                   360
2556          GI. OC                              291100               1970.99                   360
2557          GI. OC                              439920                3116.1                   360
2558          GI. OC                             1000000               7083.33                   360
2559          GI. OC                              280000               1983.33                   360
2560          GI. OC                              116250                823.44                   360
2561          GI. OC                              148000                971.25                   360
2562          GI. OC                              240000                  1700                   360
2563          GI. OC                              198220               1280.17                   360
2564          GI. OC                              272000                  1785                   360
2565          GI. OC                              252400               1656.38                   360
2566          GI. OC                              270000               2004.74                   360
2567          GI. OC                              240000                  1550                   360
2568          GI. OC                              466000               2621.25                   360
2569          GI. OC                              196720               1270.48                   360
2570          GI. OC                              236250                  1575                   360
2571          GI. OC                              194310               1254.92                   360
2572          GI. OC                              194310               1254.92                   360
2573          GI. OC                              185600               1198.67                   360
2574          GI. OC                              322500               2250.78                   360
2575          GI. OC                              194310               1254.92                   360
2576          GI. OC                              194310               1254.92                   360
2577          GI. OC                              192140                1240.9                   360
2578          GI. OC                              109600                719.25                   360
2579          GI. OC                              188920               1220.11                   360
2580          GI. OC                              333500               2258.07                   360
2581          GI. OC                              176760               1141.57                   360
2582          GI. OC                              973500               6895.62                   360
2583          GI. OC                            126150.9                 904.4                   360
2584          GI. OC                              159128               1044.28                   360
2585          GI. OC                              176760               1141.57                   360
2586          GI. OC                              186400               1262.08                   360
2587          GI. OC                              240000                  1700                   360
2588          GI. OC                               53250                377.19                   360
2589          GI. OC                               96000                 712.8                   360
2590          GI. OC                              220000               1420.83                   360
2591          GI. OC                              164960                1134.1                   360
2592          GI. OC                              198750               1283.59                   360
2593          GI. OC                            51089.03                393.07                   360
2594          GI. OC                              172900               1134.66                   360
2595          GI. OC                              379200                2488.5                   360
2596          GI. OC                              130000                907.29                   360
2597          GI. OC                              180000                1162.5                   360
2598          GII. SS                             395500               2430.68                   360
2599          GI. OC                              164800                806.83                   360
2600          GI. OC                              198750               1407.81                   360
2601          GI. OC                              116250                811.33                   360
2602          GI. OC                              236000               1548.75                   360
2603          GI. OC                              152000               1155.83                   360
2604          GI. OC                              295900               2065.14                   360
2605          GI. OC                              299200                1963.5                   360
2606          GI. OC                              111225                776.26                   360
2607          GI. OC                              216300               1419.47                   360
2608          GI. OC                              284000               1863.75                   360
2609          GI. OC                              140800                   968                   360
2610          GI. OC                           336390.57               2347.73                   360
2611          GI. OC                           117621.92                843.26                   360
2612          GI. OC                              260850                  1739                   360
2613          GI. OC                              331450               2347.77                   360
2614          GI. OC                              187300               1326.71                   360
2615          GI. OC                              372800               2601.83                   360
2616          GI. OC                              105670                793.86                   360
2617          GI. OC                               86900                615.54                   360
2618          GI. OC                              318450               1824.45                   360
2619          GI. OC                               58500                414.38                   360
2620          GI. OC                              188800               1219.33                   360
2621          GI. OC                               53250                377.19                   360
2622          GI. OC                              292000               1885.83                   360
2623          GI. OC                               58500                414.38                   360
2624          GI. OC                              330000                2337.5                   360
2625          GI. OC                              504000                3307.5                   360
2626          GI. OC                              152000               1076.67                   360
2627          GI. OC                              200000                1312.5                   360
2628          GI. OC                              167136               1114.24                   360
2629          GI. OC                              564440               3704.14                   360
2630          GI. OC                              472000               3343.33                   360
2631          GI. OC                             1275000               9031.25                   360
2632          GI. OC                              273750               1767.97                   360
2633          GI. OC                              179600               1272.17                   360
2634          GI. OC                               84700                599.96                   360
2635          GI. OC                              636000                4107.5                   360
2636          GI. OC                              862000               6016.04                   360
2637          GI. OC                              650000               4769.47                   360
2638          GI. OC                           138339.75               1053.46                   360
2639          GI. OC                               94500                610.31                   360
2640          GI. OC                              340000               2302.08                   360
2641          GI. OC                              225000               1593.75                   360
2642          GI. OC                              100800                 703.5                   360
2643          GI. OC                              180000                  1275                   360
2644          GI. OC                              183580               1185.63                   360
2645          GI. OC                              146000                942.92                   360
2646          GI. OC                              209520               1374.98                   360
2647          GI. OC                             1470000               9646.88                   360
2648          GI. OC                               94400                609.67                   360
2649          GI. OC                               60130                 394.6                   360
2650          GI. OC                              319920               2066.15                   360
2651          GI. OC                              260000               1841.67                   360
2652          GI. OC                               87400                573.56                   360
2653          GI. OC                              181300                1170.9                   360
2654          GI. OC                               60200                426.42                   360
2655          GI. OC                              120000                   775                   360
2656          GI. OC                              213750               1469.53                   360
2657          GI. OC                              273750               1882.03                   360
2658          GI. OC                              214400               1384.67                   360
2659          GI. OC                              204750               1322.34                   360
2660          GI. OC                           749545.65               5766.85                   360
2661          GI. OC                              195200               1382.67                   360
2662          GI. OC                              580000               4357.35                   360
2663          GI. OC                              244000               1601.25                   360
2664          GI. OC                              115360                757.05                   360
2665          GI. OC                            50447.81                379.24                   360
2666          GI. OC                               97600                691.33                   360
2667          GI. OC                              106400                698.25                   360
2668          GI. OC                              168000                1102.5                   360
2669          GI. OC                              324000                2227.5                   360
2670          GI. OC                              130850                913.22                   360
2671          GI. OC                              181880               1193.59                   360
2672          GI. OC                              424000               2340.83                   360
2673          GI. OC                               70400                469.33                   360
2674          GI. OC                              144900                950.91                   360
2675          GI. OC                              129500                890.31                   360
2676          GI. OC                              288000                  1920                   360
2677          GI. OC                              550800               3614.63                   360
2678          GI. OC                              264554               1873.92                   360
2679          GI. OC                              252950               1659.98                   360
2680          GI. OC                              149360               1070.03                   360
2681          GI. OC                              228000                  1615                   360
2682          GI. OC                              102800                728.17                   360
2683          GI. OC                              206250                  1375                   360
2684          GI. OC                              234392               1513.78                   360
2685          GI. OC                              439950                  2933                   360
2686          GI. OC                              199875               1290.86                   360
2687          GI. OC                              188800               1317.67                   360
2688          GI. OC                              254492               1643.59                   360
2689          GI. OC                              442050               2900.95                   360
2690          GI. OC                           115999.58                809.58                   360
2691          GI. OC                              303640               1613.09                   360
2692          GI. OC                              231000               1636.25                   360
2693          GI. OC                              150138               1063.48                   360
2694          GI. OC                              122500                803.91                   360
2695          GI. OC                              238400                1564.5                   360
2696          GI. OC                              127500                   850                   360
2697          GI. OC                              398250               2613.52                   360
2698          GI. OC                              192400               1242.58                   360
2699          GI. OC                              277500               1965.63                   360
2700          GI. OC                               60000                 387.5                   360
2701          GI. OC                              194792                1339.2                   360
2702          GI. OC                              112000                793.33                   360
2703          GI. OC                               94364                676.04                   360
2704          GI. OC                              106400                687.17                   360
2705          GI. OC                              406400               2751.67                   360
2706          GI. OC                              390000               2559.38                   360
2707          GI. OC                              168058                1155.4                   360
2708          GI. OC                              163200                  1054                   360
2709          GI. OC                              240000                  1700                   360
2710          GI. OC                              259850                1678.2                   360
2711          GI. OC                              500000                3437.5                   360
2712          GI. OC                              184000               1226.67                   360
2713          GI. OC                              238000               1746.36                   360
2714          GI. OC                              340000               2408.33                   360
2715          GI. OC                           101430.14                735.95                   360
2716          GI. OC                              142500               1009.38                   360
2717          GI. OC                              191250               1314.84                   360
2718          GI. OC                              164000               1161.67                   360
2719          GI. OC                              156000                  1040                   360
2720          GI. OC                           344408.75               2528.85                   360
2721          GI. OC                              179010                1193.4                   360
2722          GI. OC                              182720               1294.27                   360
2723          GI. OC                              220000               1466.67                   360
2724          GI. OC                             1045500               6752.19                   360
2725          GI. OC                              177750               1203.52                   360
2726          GI. OC                              196023                1286.4                   360
2727          GI. OC                              127392                889.09                   360
2728          GI. OC                               96000                   620                   360
2729          GI. OC                              146250                   975                   360
2730          GI. OC                           118733.14                851.22                   360
2731          GI. OC                              186000               1220.63                   360
2732          GI. OC                               87240                 581.6                   360
2733          GI. OC                              125600                758.83                   360
2734          GI. OC                              173180               1190.61                   360
2735          GI. OC                              186830               1284.46                   360
2736          GI. OC                               78400                547.17                   360
2737          GI. OC                              106500                754.37                   360
2738          GI. OC                              206250               1460.94                   360
2739          GI. OC                           119129.99                895.51                   360
2740          GI. OC                              136500                881.56                   360
2741          GI. OC                              244656               1682.01                   360
2742          GI. OC                              526060               3726.26                   360
2743          GI. OC                              159552               1096.92                   360
2744          GI. OC                              408000                  2890                   360
2745          GI. OC                              191900               1259.35                   360
2746          GI. OC                              512000                  3520                   360
2747          GI. OC                              146060               1004.17                   360
2748          GI. OC                              143200                969.58                   360
2749          GI. OC                              104000                736.67                   360
2750          GI. OC                               71920                464.48                   360
2751          GI. OC                            77196.83                560.12                   360
2752          GI. OC                               77355                539.87                   360
2753          GI. OC                              183750               1282.42                   360
2754          GI. OC                              158400                  1056                   360
2755          GI. OC                              171960               1164.31                   360
2756          GI. OC                              326500               2244.69                   360
2757          GI. OC                              288800               1865.17                   360
2758          GI. OC                               73120                517.93                   360
2759          GI. OC                           105927.06                768.57                   360
2760          GI. OC                              208985               1371.46                   360
2761          GI. OC                              206000               1437.71                   360
2762          GI. OC                              100000                697.92                   360
2763          GI. OC                              118320                776.48                   360
2764          GI. OC                              101600                719.67                   360
2765          GI. OC                              152000               1029.17                   360
2766          GI. OC                              133000                872.81                   360
2767          GI. OC                               97528                629.87                   360
2768          GI. OC                           135837.66               1045.11                   360
2769          GI. OC                              116000                809.58                   360
2770          GI. OC                              127200                887.75                   360
2771          GI. OC                              184800                  1309                   360
2772          GI. OC                              260000               1841.67                   360
2773          GI. OC                              111450                731.39                   360
2774          GI. OC                              192500               1323.44                   360
2775          GI. OC                              133000                914.38                   360
2776          GI. OC                              156600               1011.37                   360
2777          GI. OC                              356000               2299.17                   360
2778          GI. OC                              123750                   825                   360
2779          GI. OC                              285600                  2023                   360
2780          GI. OC                              148274               1034.83                   360
2781          GI. OC                               98400                 676.5                   360
2782          GI. OC                              108000                   765                   360
2783          GI. OC                           131818.02               1002.54                   360
2784          GI. OC                               54000                368.38                   360
2785          GI. OC                            75952.77                577.65                   360
2786          GI. OC                              242000               1714.17                   360
2787          GI. OC                              113600                   710                   360
2788          GI. OC                              383784               2638.52                   360
2789          GI. OC                              223920               1609.43                   360
2790          GI. OC                               65200                448.25                   360
2791          GI. OC                              487893               3252.62                   360
2792          GI. OC                              202500                  1350                   360
2793          GI. OC                              362952               2419.68                   360
2794          GI. OC                              476343               3175.62                   360
2795          GI. OC                              192500               1323.44                   360
2796          GI. OC                              266000               1773.33                   360
2797          GI. OC                              417000               2953.75                   360
2798          GI. OC                              217500               1577.03                   360
2799          GI. OC                               74999                576.68                   360
2800          GI. OC                              191200               1294.58                   360
2801          GI. OC                               92800                657.33                   360
2802          GI. OC                              500000               3541.67                   360
2803          GI. OC                              468000               3071.25                   360
2804          GI. OC                              336048               2275.32                   360
2805          GI. OC                              263680               1702.93                   360
2806          GI. OC                              300000                  2125                   360
2807          GI. OC                              123200                795.67                   360
2808          GI. OC                              172500               1132.03                   360
2809          GI. OC                              152904               1003.43                   360
2810          GI. OC                           121222.95                923.64                   360
2811          GI. OC                              138750                953.91                   360
2812          GI. OC                               72000                   510                   360
2813          GI. OC                              126000                866.25                   360
2814          GI. OC                              133500                917.81                   360
2815          GI. OC                              140000                991.67                   360
2816          GI. OC                              439900               3115.96                   360
2817          GI. OC                             1275000               9031.25                   360
2818          GI. OC                              380884               2539.23                   360
2819          GI. OC                              280000                2012.5                   360
2820          GI. OC                              259200               1993.02                   360
2821          GI. OC                              288750               1985.16                   360
2822          GI. OC                               50500                331.41                   360
2823          GI. OC                              224000               1563.33                   360
2824          GI. OC                           183080.17               1360.25                   360
2825          GI. OC                              236040               1647.36                   360
2826          GI. OC                              364000               2350.83                   360
2827          GI. OC                              238300               1563.84                   360
2828          GI. OC                              506300               3586.29                   360
2829          GI. OC                           202583.99               1308.35                   360
2830          GI. OC                              192664                1364.7                   360
2831          GI. OC                              265600                  1826                   360
2832          GI. OC                              247500               1753.12                   360
2833          GI. OC                              260000               1760.42                   360
2834          GI. OC                            81062.86                623.68                   360
2835          GI. OC                           131168.43                997.59                   360
2836          GI. OC                              124000                878.33                   360
2837          GI. OC                           367277.36               2825.76                   360
2838          GI. OC                           399757.68               3075.65                   360
2839          GI. OC                              225000               1476.56                   360
2840          GI. OC                              210000                  1400                   360
2841          GII. SS                             177901               1130.42                   360
2842          GI. OC                              199520               1288.57                   360
2843          GII. SS                             408362                2254.5                   360
2844          GI. OC                              217992               1430.57                   360
2845          GI. OC                              237200               1680.17                   360
2846          GI. OC                           107927.53                792.47                   360
2847          GI. OC                              679200               4457.25                   360
2848          GI. OC                           123671.09                929.69                   360
2849          GI. OC                              417000                  2780                   360
2850          GI. OC                              309608               2128.56                   360
2851          GI. OC                               90320                602.13                   360
2852          GI. OC                              317568               2084.04                   360
2853          GI. OC                              744000               5853.05                   360
2854          GI. OC                              146250               1005.47                   360
2855          GI. OC                              344000               2221.67                   360
2856          GI. OC                              132000                893.75                   360
2857          GI. OC                              180000                1012.5                   360
2858          GI. OC                              262500               1859.37                   360
2859          GI. OC                              150350               1064.98                   360
2860          GII. SS                             120000                   775                   360
2861          GI. OC                              264000                  1760                   360
2862          GI. OC                              198750               1407.81                   360
2863          GI. OC                               90800                698.17                   360
2864          GI. OC                              187200                1228.5                   360
2865          GI. OC                              118125                 799.8                   360
2866          GI. OC                              164320               1095.47                   360
2867          GI. OC                              496000               3203.33                   360
2868          GI. OC                               89600                   588                   360
2869          GI. OC                              319900               2199.31                   360
2870          GI. OC                              799200                  5328                   360
2871          GI. OC                              187180               1286.86                   360
2872          GI. OC                            91936.69                667.06                   360
2873          GI. OC                           323903.77               2222.48                   360
2874          GI. OC                              217425               1540.09                   360
2875          GI. OC                              101600                781.22                   360
2876          GI. OC                              122250                840.47                   360
2877          GI. OC                           227966.24               1496.03                   360
2878          GI. OC                              120000                 787.5                   360
2879          GI. OC                              551200                3789.5                   360
2880          GI. OC                              131250                861.33                   360
2881          GI. OC                              128000                906.67                   360
2882          GI. OC                              313440                2154.9                   360
2883          GI. OC                              139472                958.87                   360
2884          GI. OC                              388000                2667.5                   360
2885          GI. OC                              203182               1418.04                   360
2886          GI. OC                             1000000                  6875                   360
2887          GI. OC                              108500                796.13                   360
2888          GI. OC                               83650                599.28                   360
2889          GI. OC                              133125                942.97                   360
2890          GI. OC                              185600                  1218                   360
2891          GI. OC                           202160.78               1466.82                   360
2892          GI. OC                              152700               1081.62                   360
2893          GI. OC                               67900                480.96                   360
2894          GI. OC                           155903.04               1185.71                   360
2895          GI. OC                            73115.68                562.54                   360
2896          GI. OC                              414400               2935.33                   360
2897          GI. OC                              132750                940.31                   360
2898          GI. OC                              231265               1493.59                   360
2899          GI. OC                              187500               1230.47                   360
2900          GI. OC                              172000               1146.67                   360
2901          GI. OC                              220000               1420.83                   360
2902          GI. OC                              383920               2719.43                   360
2903          GI. OC                              154000                994.58                   360
2904          GII. SS                             500000               3020.83                   360
2905          GI. OC                            89945.48                692.02                   360
2906          GI. OC                           113527.56                853.44                   360
2907          GI. OC                              217500               1540.63                   360
2908          GI. OC                           127922.46                984.21                   360
2909          GI. OC                              196000               1306.67                   360
2910          GI. OC                              402900               2727.97                   360
2911          GI. OC                              277560               1821.49                   360
2912          GI. OC                           247329.67               1794.55                   360
2913          GI. OC                              308548               2185.55                   360
2914          GI. OC                               69200                468.54                   360
2915          GI. OC                              108800                807.84                   360
2916          GI. OC                               73300                 473.4                   360
2917          GI. OC                              108750                770.31                   360
2918          GI. OC                              202000               1304.58                   360
2919          GI. OC                               60000                   425                   360
2920          GI. OC                              137200                971.83                   360
2921          GI. OC                              180090               1275.64                   360
2922          GI. OC                              250000               1614.58                   360
2923          GI. OC                              206475               1354.99                   360
2924          GI. OC                              609592               4317.94                   360
2925          GI. OC                           391670.09               2944.36                   360
2926          GI. OC                              154600               1030.67                   360
2927          GII. SS                             175200                 985.5                   360
2928          GI. OC                               48400                342.83                   360
2929          GI. OC                              125224                860.92                   360
2930          GI. OC                           140253.82               1029.83                   360
2931          GI. OC                              103200                   688                   360
2932          GI. OC                              262000               1746.67                   360
2933          GI. OC                              256000               1653.33                   360
2934          GI. OC                            76673.52                589.91                   360
2935          GI. OC                              488000               3151.67                   360
2936          GI. OC                              296250               2067.58                   360
2937          GI. OC                              268000               1814.58                   360
2938          GI. OC                              213750                1491.8                   360
2939          GI. OC                              164800               1098.67                   360
2940          GI. OC                              556000               3938.33                   360
2941          GI. OC                              206150               1352.86                   360
2942          GI. OC                              172800                  1134                   360
2943          GI. OC                              356000                2447.5                   360
2944          GI. OC                              142500                920.31                   360
2945          GI. OC                              115850                870.34                   360
2946          GI. OC                              408000                2677.5                   360
2947          GI. OC                           370975.12               2854.21                   360
2948          GI. OC                              169200               1145.63                   360
2949          GI. OC                              111200                776.08                   360
2950          GI. OC                              492000               3567.34                   360
2951          GI. OC                              216000                  1395                   360
2952          GI. OC                              276000                1782.5                   360
2953          GI. OC                              301455                2009.7                   360
2954          GI. OC                            54364.41                403.92                   360
2955          GI. OC                            59963.65                461.35                   360
2956          GI. OC                              424455               3006.56                   360
2957          GI. OC                              197600                1358.5                   360
2958          GI. OC                              542400                  3842                   360
2959          GI. OC                              100000                520.83                   360
2960          GI. OC                              472000               3504.59                   360
2961          GI. OC                           124232.73                944.85                   360
2962          GI. OC                              260720               1819.61                   360
2963          GI. OC                              108720                736.12                   360
2964          GI. OC                               74340                571.61                   360
2965          GI. OC                               59850                460.19                   360
2966          GI. OC                              337500               2390.62                   360
2967          GI. OC                              280000               1895.83                   360
2968          GI. OC                               58203                427.07                   360
2969          GI. OC                              175200                  1241                   360
2970          GI. OC                              204000                1317.5                   360
2971          GI. OC                              112000                746.67                   360
2972          GI. OC                              640250               4134.95                   360
2973          GI. OC                              266400                1720.5                   360
2974          GI. OC                              128000                826.67                   360
2975          GI. OC                              108000                708.75                   360
2976          GI. OC                               83900                550.59                   360
2977          GI. OC                              204000                  1360                   360
2978          GI. OC                           579630.15               4357.35                   360
2979          GI. OC                              464800               3292.33                   360
2980          GI. OC                           179923.86               1069.89                   360
2981          GI. OC                           206857.54                1500.9                   360
2982          GI. OC                              114320                809.77                   360
2983          GI. OC                              158250               1038.52                   360
2984          GI. OC                              118400                764.67                   360
2985          GI. OC                              209051               1393.67                   360
2986          GI. OC                              210902               1406.01                   360
2987          GI. OC                           582569.75               4490.45                   360
2988          GI. OC                              138400                965.92                   360
2989          GI. OC                              456000                2992.5                   360
2990          GI. OC                              138400                980.33                   360
2991          GI. OC                               91700                611.33                   360
2992          GI. OC                               78000                503.75                   360
2993          GI. OC                              187500                  1250                   360
2994          GI. OC                              731250               4951.17                   360
2995          GI. OC                              151200               1023.75                   360
2996          GI. OC                              335097               1884.92                   360
2997          GI. OC                              252576               1657.53                   360
2998          GI. OC                              150000                 812.5                   360
2999          GI. OC                              363000               2079.69                   360
3000          GI. OC                              104800                742.33                   360
3001          GI. OC                              131250                861.33                   360
3002          GI. OC                              121120                794.85                   360
3003          GI. OC                           231638.02               1783.26                   360
3004          GI. OC                           338399.99               2291.25                   360
3005          GI. OC                           249926.09               1770.31                   360
3006          GI. OC                               84800                720.79                   360
3007          GI. OC                              280000                1837.5                   360
3008          GI. OC                              800000               5666.67                   360
3009          GI. OC                              180000                  1200                   360
3010          GI. OC                              352000                  2310                   360
3011          GI. OC                              133466                945.38                   360
3012          GI. OC                            84086.63                617.83                   360
3013          GI. OC                              148000               1032.92                   360
3014          GI. OC                           179799.28               1320.19                   360
3015          GI. OC                              247200               1622.25                   360
3016          GI. OC                              221920               1571.93                   360
3017          GI. OC                              262240               1775.58                   360
3018          GI. OC                              163024               1120.79                   360
3019          GI. OC                              150000                 812.5                   360
3020          GI. OC                              161950               1147.15                   360
3021          GI. OC                              257600               1636.83                   360
3022          GI. OC                              342400               2211.33                   360
3023          GI. OC                               85200                576.88                   360
3024          GI. OC                              326250               2107.03                   360
3025          GII. SS                          323753.46               2237.79                   360
3026          GI. OC                               80000                580.06                   360
3027          GI. OC                              205600               1392.08                   360
3028          GI. OC                              738400               4845.75                   360
3029          GI. OC                              134400                   882                   360
3030          GI. OC                              152000                981.67                   360
3031          GI. OC                              312000                  2015                   360
3032          GI. OC                              156000               1023.75                   360
3033          GI. OC                              274368               1886.28                   360
3034          GI. OC                              110240                 757.9                   360
3035          GI. OC                              187500               1230.47                   360
3036          GI. OC                              236150               1598.93                   360
3037          GI. OC                            61962.44                476.73                   360
3038          GI. OC                              287200               1944.58                   360
3039          GI. OC                              210400               1380.75                   360
3040          GI. OC                            59080.04                434.39                   360
3041          GI. OC                              495550               3510.15                   360
3042          GI. OC                           269309.79               1930.73                   360
3043          GI. OC                              182250               1196.02                   360
3044          GI. OC                              100400                700.71                   360
3045          GI. OC                              352000                  2420                   360
3046          GI. OC                              601632               3885.54                   360
3047          GII. SS                             473028               2857.88                   360
3048          GII. SS                             449291               2620.86                   360
3049          GII. SS                             429904               2462.99                   360
3050          GII. SS                             645956               3566.22                   360
3051          GI. OC                              544000                  3740                   360
3052          GI. OC                              922500               5957.81                   360
3053          GII. SS                             432000                  2340                   360
3054          GII. SS                             440000               2841.67                   360
3055          GII. SS                             700000               4010.42                   360
3056          GII. SS                             796393               4479.71                   360
3057          GII. SS                             550440               3153.56                   360
3058          GII. SS                             448000               2613.33                   360
3059          GII. SS                             689550               4022.38                   360
3060          GI. OC                              576000               4226.48                   360
3061          GI. OC                           508000.07               3386.67                   360
3062          GII. SS                             451000               2395.94                   360
3063          GII. SS                            1280000               7333.33                   360
3064          GII. SS                            1367200               8402.58                   360
3065          GII. SS                             478400               2740.83                   360
3066          GII. SS                             622500               4085.16                   360
3067          GII. SS                            1350000               7734.38                   360
3068          GI. OC                           474400.07               3310.92                   360
3069          GII. SS                             622500               4085.16                   360
3070          GII. SS                             596000               3476.67                   360
3071          GI. OC                           597362.91               3795.74                   360
3072          GII. SS                             460000               2683.33                   360
3073          GII. SS                             567000               3071.25                   360
3074          GII. SS                            1600000                  8500                   360
3075          GII. SS                             440000               2566.67                   360
3076          GII. SS                             462188               2647.95                   360
3077          GII. SS                             650000                4062.5                   360
3078          GI. OC                              444000                2867.5                   360
3079          GI. OC                           715999.93               4549.58                   360
3080          GII. SS                             960000                  5500                   360
3081          GI. OC                           456800.07               3092.92                   360
3082          GII. SS                             779600               4466.46                   360
3083          GI. OC                           474581.84               3515.93                   360
3084          GII. SS                             422500               2640.63                   360
3085          GII. SS                             432000                  2700                   360
3086          GII. SS                             554832               3005.34                   360
3087          GII. SS                             580000               3564.58                   360
3088          GII. SS                             440000                2781.1                   360
3089          GII. SS                             515000               2950.52                   360
3090          GII. SS                             428000               2630.42                   360
3091          GI. OC                           449582.46               3223.14                   360
3092          GII. SS                             850000               4869.79                   360
3093          GII. SS                            1000000               6145.83                   360
3094          GII. SS                             508605               2913.88                   360
3095          GII. SS                             608000               3356.67                   360
3096          GI. OC                           507999.93               3280.83                   360
3097          GII. SS                             440000               2520.83                   360
3098          GII. SS                             453930               2600.64                   360
3099          GII. SS                            1000000                  5625                   360
3100          GII. SS                             540200               3414.43                   360
3101          GII. SS                             548000                  3425                   360
3102          GII. SS                             500000               2864.58                   360
3103          GII. SS                             650000               3656.25                   360
3104          GII. SS                             509600                2866.5                   360
3105          GII. SS                             622500               3501.56                   360
3106          GII. SS                            1492000                  9325                   360
3107          GI. OC                           507300.03               3223.47                   360
3108          GII. SS                            1340000               7258.33                   360
3109          GII. SS                             576800               3424.75                   360
3110          GII. SS                             708000                3982.5                   360
3111          GII. SS                             608880               2980.98                   360
3112          GII. SS                             620000               3552.08                   360
3113          GII. SS                             580500               3446.72                   360
3114          GII. SS                          497082.04               3268.22                   360
3115          GII. SS                             432000                  2745                   360
3116          GII. SS                            1038750               6383.98                   360
3117          GII. SS                             560000                  3500                   360
3118          GII. SS                             460000               2683.33                   360
3119          GII. SS                            2800000              16916.67                   360
3120          GII. SS                             435000               2492.19                   360
3121          GII. SS                             650000               3656.25                   360
3122          GII. SS                             900000                  5250                   360
3123          GI. OC                          1099000.04               7097.71                   360
3124          GII. SS                             440000                  2475                   360
3125          GII. SS                             428000                2407.5                   360
3126          GII. SS                             440000               2520.83                   360
3127          GII. SS                          645451.24               3630.66                   360
3128          GI. OC                              972000               6176.25                   360
3129          GII. SS                             580000               3322.92                   360
3130          GII. SS                             532000               3435.83                   360
3131          GI. OC                          2960000.07              19116.67                   360
3132          GII. SS                          519573.76               3459.57                   360
3133          GII. SS                             510400                  2871                   360
3134          GII. SS                             648000                3442.5                   360
3135          GII. SS                             500000               3020.83                   360
3136          GI. OC                           979999.93               6533.33                   360
3137          GII. SS                             572000               3157.92                   360
3138          GII. SS                             724000               3997.08                   360
3139          GII. SS                             521600                  2934                   360
3140          GII. SS                             625000               3320.31                   360
3141          GII. SS                             450000                  2625                   360
3142          GII. SS                             608000               3483.33                   360
3143          GII. SS                             551200               3387.58                   360
3144          GII. SS                             448000               2426.67                   360
3145          GII. SS                             484000               2924.17                   360
3146          GI. OC                           569747.09               3679.62                   360
3147          GII. SS                             540000               3206.25                   360
3148          GII. SS                             447890               2472.73                   360
3149          GII. SS                             516000                2902.5                   360
3150          GI. OC                            610745.1               3880.78                   360
3151          GII. SS                            1000000                5937.5                   360
3152          GII. SS                             975000               5992.19                   360
3153          GI. OC                              432000                  2880                   360
3154          GII. SS                             490000               2909.38                   360
3155          GI. OC                              138750                   925                   360
3156          GII. SS                             637500               3851.56                   360
3157          GII. SS                             460000                2587.5                   360
3158          GII. SS                             428000               2318.33                   360
3159          GII. SS                             448000               2986.67                   360
3160          GI. OC                           879999.93               5683.33                   360
3161          GII. SS                             650000               3588.54                   360
3162          GI. OC                           475999.93               3024.58                   360
3163          GII. SS                             470000               2741.67                   360
3164          GII. SS                             508000               3122.08                   360
3165          GI. OC                           567920.07               3667.82                   360
3166          GII. SS                             525000                3062.5                   360
3167          GII. SS                             560000               4011.91                   360
3168          GII. SS                             455850               2944.03                   360
3169          GII. SS                             730550               4109.34                   360
3170          GI. OC                              432000                  2880                   360
3171          GII. SS                             515300                3274.3                   360
3172          GII. SS                             488000                2897.5                   360
3173          GI. OC                           422960.07               2731.62                   360
3174          GII. SS                             444800               2409.33                   360
3175          GII. SS                             516000               2956.25                   360
3176          GII. SS                             492000                  2665                   360
3177          GII. SS                             468000                2632.5                   360
3178          GI. OC                              462400                  3179                   360
3179          GII. SS                             488000               2846.67                   360
3180          GII. SS                             552000                  2990                   360
3181          GI. OC                              478000               3286.25                   360
3182          GII. SS                             528000                3512.8                   360
3183          GII. SS                             789000               5013.44                   360
3184          GII. SS                             600000                  3250                   360
3185          GII. SS                             512774                3044.6                   360
3186          GII. SS                             552000                  2990                   360
3187          GI. OC                           688000.07               4371.67                   360
3188          GI. OC                              112000                781.67                   360
3189          GI. OC                              549600                  3893                   360
3190          GI. OC                               57450                   383                   360
3191          GI. OC                              272000               1558.33                   360
3192          GI. OC                              124000                865.42                   360
3193          GI. OC                              187000               1227.19                   360
3194          GI. OC                              204000               1041.25                   360
3195          GI. OC                              366400               2595.33                   360
3196          GI. OC                               99350                703.73                   360
3197          GI. OC                              116000                 797.5                   360
3198          GI. OC                              239200               1694.33                   360
3199          GI. OC                              106400                753.67                   360
3200          GI. OC                              960000               6877.56                   360
3201          GI. OC                              526000               3397.08                   360
3202          GI. OC                              112000                723.33                   360
3203          GI. OC                           251775.06               1981.86                   360
3204          GI. OC                              212800               1285.67                   360
3205          GI. OC                              615000               4035.94                   360
3206          GI. OC                              301200               1788.38                   360
3207          GI. OC                              350800               2302.13                   360
3208          GI. OC                              131750                905.78                   360
3209          GI. OC                              144300                931.94                   360
3210          GI. OC                              180000               1181.25                   360
3211          GI. OC                              212000               1479.58                   360
3212          GI. OC                              307600               2178.83                   360
3213          GI. OC                              184940               1271.47                   360
3214          GI. OC                              130400                923.67                   360
3215          GI. OC                               95280                 635.2                   360
3216          GI. OC                              337500               2565.24                   360
3217          GI. OC                              380800                  2737                   360
3218          GI. OC                              168000                1137.5                   360
3219          GI. OC                              647500               4114.32                   360
3220          GI. OC                              210000               1509.38                   360
3221          GI. OC                              130400                923.67                   360
3222          GI. OC                           116535.36                 896.6                   360
3223          GI. OC                              206000               1330.42                   360
3224          GI. OC                              195000               1279.69                   360
3225          GI. OC                              276000               1811.25                   360
3226          GI. OC                              460000                3162.5                   360
3227          GI. OC                              468000                  3315                   360
3228          GII. SS                             527200               3404.83                   360
3229          GI. OC                              455950               3039.67                   360
3230          GI. OC                              104000                781.32                   360
3231          GI. OC                              126000                853.12                   360
3232          GI. OC                              500000               3281.25                   360
3233          GI. OC                              135065                900.43                   360
3234          GI. OC                              546500               3757.19                   360
3235          GI. OC                              328000                2152.5                   360
3236          GI. OC                              822620                5741.2                   360
3237          GI. OC                              216000               1660.85                   360
3238          GI. OC                              650000               4536.46                   360
3239          GI. OC                              281250               2021.48                   360
3240          GII. SS                           70943.16                558.43                   360
3241          GI. OC                              951120                6737.1                   360
3242          GI. OC                               96400                642.67                   360
3243          GI. OC                               99600                   664                   360
3244          GI. OC                            67959.85                 528.9                   360
3245          GI. OC                              266400               1859.25                   360
3246          GI. OC                               41250                299.09                   360
3247          GI. OC                              177750               1259.06                   360
3248          GI. OC                              980000               6329.17                   360
3249          GI. OC                              232000               1619.17                   360
3250          GI. OC                              504000                3307.5                   360
3251          GI. OC                              487500               3453.13                   360
3252          GI. OC                              234297               1513.17                   360
3253          GI. OC                              417000               2823.44                   360
3254          GI. OC                             1137500               8057.29                   360
3255          GI. OC                            51714.39                375.22                   360
3256          GI. OC                            71950.45                522.05                   360
3257          GI. OC                               66500                443.33                   360
3258          GI. OC                               80500                536.67                   360
3259          GI. OC                              224000               1586.67                   360
3260          GI. OC                               64800                486.82                   360
3261          GI. OC                              126175                893.74                   360
3262          GI. OC                              198320               1363.45                   360
3263          GI. OC                              197520               1357.95                   360
3264          GI. OC                              356250               2523.44                   360
3265          GI. OC                              195200                  1281                   360
3266          GI. OC                              650000               4739.58                   360
3267          GI. OC                           147910.34               1137.99                   360
3268          GI. OC                              171600               1126.13                   360
3269          GI. OC                               59500                431.42                   360
3270          GI. OC                              192400               1242.58                   360
3271          GI. OC                               54600                400.64                   360
3272          GI. OC                               50950                329.05                   360
3273          GI. OC                              278400                  1972                   360
3274          GI. OC                              118400                838.67                   360
3275          GI. OC                              383200               2714.33                   360
3276          GI. OC                               98000                643.13                   360
3277          GI. OC                              386250                2695.7                   360
3278          GI. OC                              124000                813.75                   360
3279          GI. OC                              124000                813.75                   360
3280          GI. OC                               70000                459.38                   360
3281          GI. OC                              108350                744.91                   360
3282          GI. OC                              140720                982.11                   360
3283          GI. OC                              417000               2866.88                   360
3284          GI. OC                              139600                901.58                   360
3285          GI. OC                              180650                1279.6                   360
3286          GI. OC                              529600                3475.5                   360
3287          GI. OC                               65925                 439.5                   360
3288          GI. OC                            95134.48                690.27                   360
3289          GI. OC                               87225                670.68                   360
3290          GI. OC                           179890.96               1384.04                   360
3291          GI. OC                            95134.48                690.27                   360
3292          GI. OC                           405341.36               3047.14                   360
3293          GI. OC                            46568.74                341.93                   360
3294          GI. OC                              434000               2893.33                   360
3295          GI. OC                              315000               2198.44                   360
3296          GI. OC                              110400                   736                   360
3297          GI. OC                               71750                470.86                   360
3298          GI. OC                              172000               1146.67                   360
3299          GI. OC                              372000                2402.5                   360
3300          GI. OC                              360000                  2325                   360
3301          GI. OC                           328103.64               2466.51                   360
3302          GI. OC                              233120               1651.27                   360
3303          GI. OC                              113200                731.08                   360
3304          GI. OC                              115300                886.56                   360
3305          GI. OC                              176800               1252.33                   360
3306          GI. OC                              120000                 812.5                   360
3307          GI. OC                              223120               1510.71                   360
3308          GI. OC                              157500               1033.59                   360
3309          GI. OC                              502400               3558.67                   360
3310          GI. OC                              184800                1270.5                   360
3311          GI. OC                               71750                470.86                   360
3312          GII. SS                             158320                973.01                   360
3313          GI. OC                               84742                556.12                   360
3314          GI. OC                               87742                575.81                   360
3315          GI. OC                              364000               2426.67                   360
3316          GI. OC                              220000               1466.67                   360
3317          GI. OC                            95941.84                738.16                   360
3318          GI. OC                              162391                1184.1                   360
3319          GI. OC                              133196                846.35                   360
3320          GI. OC                              142320                 948.8                   360
3321          GI. OC                              201488               1280.29                   360
3322          GI. OC                              288000                  1890                   360
3323          GI. OC                              149600               1084.71                   360
3324          GI. OC                              392000               2654.17                   360
3325          GI. OC                              200000               1354.17                   360
3326          GI. OC                              174400               1310.21                   360
3327          GI. OC                              244000               1626.67                   360
3328          GI. OC                              640000                  4600                   360
3329          GI. OC                               95920                649.46                   360
3330          GI. OC                              184357               1209.85                   360
3331          GI. OC                              250000               1588.55                   360
3332          GI. OC                              133900                892.67                   360
3333          GI. OC                              147920               1047.77                   360
3334          GI. OC                           319806.15               2460.52                   360
3335          GI. OC                               89600                673.14                   360
3336          GI. OC                              314380               1015.19                   360
3337          GII. SS                             310548               1779.18                   360
3338          GI. OC                              239900               1549.35                   360
3339          GI. OC                              480000                  3250                   360
3340          GI. OC                              205600               1349.25                   360
3341          GII. SS                             227500               1635.16                   360
3342          GI. OC                             1500000               9843.75                   360
3343          GI. OC                              110800                784.83                   360
3344          GI. OC                              400000               2083.33                   360
3345          GI. OC                           162398.17               1150.32                   360
3346          GI. OC                              116400                751.75                   360
3347          GI. OC                              204000                1402.5                   360
3348          GI. OC                              639200               4128.17                   360
3349          GI. OC                              147520                952.73                   360
3350          GI. OC                           543670.44               4182.89                   360
3351          GI. OC                           148410.03               1141.84                   360
3352          GI. OC                             86130.8                556.26                   360
3353          GI. OC                           135111.56               1003.86                   360
3354          GI. OC                              330000                  2200                   360
3355          GI. OC                              292000               1946.67                   360
3356          GI. OC                              783200               5302.92                   360
3357          GI. OC                              108320                733.42                   360
3358          GI. OC                              760000               4433.33                   360
3359          GI. OC                              194250               1375.94                   360
3360          GI. OC                              329850               2336.44                   360
3361          GI. OC                              791000               5273.33                   360
3362          GI. OC                              119480                858.76                   360
3363          GI. OC                              120000                 862.5                   360
3364          GI. OC                              293450                2078.6                   360
3365          GI. OC                             1200000                  7875                   360
3366          GI. OC                              111158                 717.9                   360
3367          GI. OC                              355750               2334.61                   360
3368          GI. OC                               87500                583.33                   360
3369          GI. OC                               93800                625.33                   360
3370          GI. OC                              287100               1824.28                   360
3371          GI. OC                              279200               1977.67                   360
3372          GI. OC                              275840               1867.67                   360
3373          GI. OC                              120000                 812.5                   360
3374          GI. OC                              338300               2184.85                   360
3375          GI. OC                               89600                   616                   360
3376          GI. OC                              127200                   901                   360
3377          GI. OC                               89600                597.33                   360
3378          GI. OC                              720000                  4800                   360
3379          GI. OC                              589200               4112.13                   360
3380          GI. OC                              141600                 914.5                   360
3381          GI. OC                              118192                800.26                   360
3382          GI. OC                           199878.84               1537.83                   360
3383          GI. OC                              205520               1327.32                   360
3384          GI. OC                              460800                  3264                   360
3385          GI. OC                              616000               4299.17                   360
3386          GI. OC                               75200                485.67                   360
3387          GI. OC                              109695                742.73                   360
3388          GI. OC                              360800               2774.24                   360
3389          GI. OC                            955670.7               7352.74                   360
3390          GI. OC                           123920.93                931.57                   360
3391          GI. OC                              142392                934.45                   360
3392          GI. OC                              360000                2362.5                   360
3393          GI. OC                              639200               4194.75                   360
3394          GI. OC                               97725                661.68                   360
3395          GI. OC                              560000               3558.33                   360
3396          GI. OC                              124400                855.25                   360
3397          GI. OC                              172150               1183.53                   360
3398          GI. OC                              120800                780.17                   360
3399          GI. OC                              191250               1374.61                   360
3400          GI. OC                              152467                 968.8                   360
3401          GI. OC                              213750               1536.33                   360
3402          GI. OC                            182394.7               1333.15                   360
3403          GI. OC                              900000                5812.5                   360
3404          GI. OC                           127840.49                972.28                   360
3405          GII. SS                             368000               1993.33                   360
3406          GI. OC                              129500                849.84                   360
3407          GI. OC                              148000                878.75                   360
3408          GI. OC                              136425                895.29                   360
3409          GI. OC                              538465               3477.59                   360
3410          GI. OC                            163095.5                883.43                   360
3411          GI. OC                              674687               4708.75                   360
3412          GI. OC                              412000               2703.75                   360
3413          GI. OC                             1106250               8506.11                   360
3414          GI. OC                            49970.71                384.46                   360
3415          GI. OC                            43578.59                335.28                   360
3416          GI. OC                             1448850               9357.16                   360
3417          GII. SS                             304800               1936.75                   360
3418          GI. OC                              331712               2211.41                   360
3419          GI. OC                              126966                648.06                   360
3420          GI. OC                           399744.93               3005.07                   360
3421          GI. OC                              264000                  1815                   360
3422          GI. OC                              483000               3270.31                   360
3423          GI. OC                              356250               2449.22                   360
3424          GI. OC                           101430.14                735.95                   360
3425          GI. OC                              122500                791.15                   360
3426          GI. OC                              122500                791.15                   360
3427          GI. OC                            71116.89                547.16                   360
3428          GI. OC                             1000000               7083.33                   360
3429          GI. OC                              260000               1841.67                   360
3430          GI. OC                           475711.64               3660.03                   360
3431          GI. OC                               90000                590.63                   360
3432          GI. OC                               75920                537.77                   360
3433          GII. SS                             441600                  2760                   360
3434          GI. OC                              457500               3145.31                   360
3435          GI. OC                             1425000               9351.56                   360
3436          GI. OC                              138792                939.74                   360
3437          GI. OC                              486500               3344.69                   360
3438          GI. OC                              824106                5408.2                   360
3439          GI. OC                              168000                1137.5                   360
3440          GI. OC                              846400               5995.33                   360
3441          GI. OC                              156000               1199.51                   360
3442          GI. OC                            98584.44                717.82                   360
3443          GI. OC                              280852               1989.37                   360
3444          GI. OC                           123442.77                940.02                   360
3445          GI. OC                              247050               1595.53                   360
3446          GI. OC                              112195                736.28                   360
3447          GI. OC                              174900               1147.78                   360
3448          GI. OC                              134400                   882                   360
3449          GI. OC                            134679.1                883.83                   360
3450          GI. OC                              225700               1504.67                   360
3451          GI. OC                              195920               1346.95                   360
3452          GI. OC                              273752               1767.99                   360
3453          GI. OC                              148000               1002.08                   360
3454          GI. OC                              131250                847.66                   360
3455          GI. OC                              140720                908.82                   360
3456          GI. OC                              123750                876.56                   360
3457          GI. OC                              176800                1215.5                   360
3458          GI. OC                              124000                 920.7                   360
3459          GI. OC                              107120                702.98                   360
3460          GI. OC                              880000               5866.67                   360
3461          GI. OC                               59136                 454.7                   360
3462          GII. SS                             266800                1667.5                   360
3463          GI. OC                              334000               2191.88                   360
3464          GI. OC                              107093                804.55                   360
3465          GI. OC                              352425               2276.08                   360
3466          GI. OC                              119852                774.04                   360
3467          GI. OC                              569500               4033.96                   360
3468          GI. OC                              184000               1303.33                   360
3469          GI. OC                              113300                871.18                   360
3470          GI. OC                           119045.96                 905.4                   360
3471          GI. OC                           366871.82               2790.23                   360
3472          GI. OC                              285040               1959.65                   360
3473          GI. OC                              194432               1392.93                   360
3474          GI. OC                              210000               1465.62                   360
3475          GI. OC                              123600                849.75                   360
3476          GI. OC                              791907                5114.4                   360
3477          GI. OC                              187988               1331.58                   360
3478          GI. OC                              144000                   990                   360
3479          GI. OC                           173880.26               1261.62                   360
3480          GI. OC                              232300               1500.27                   360
3481          GI. OC                             1106250               7259.77                   360
3482          GI. OC                              161920                1062.6                   360
3483          GI. OC                               97850                 693.1                   360
3484          GI. OC                              155151               1166.34                   360
3485          GI. OC                              189150                  1261                   360
3486          GI. OC                               78750                   525                   360
3487          GI. OC                            55166.56                424.44                   360
3488          GI. OC                              138750                982.81                   360
3489          GI. OC                            62956.65                456.79                   360
3490          GI. OC                              140000                 962.5                   360
3491          GI. OC                              333000               2358.75                   360
3492          GI. OC                           149909.13               1153.37                   360
3493          GI. OC                             1000000               7083.33                   360
3494          GI. OC                              173311               1227.62                   360
3495          GI. OC                           234080.83               1718.76                   360
3496          GI. OC                              560000                  3850                   360
3497          GI. OC                              224000               1563.33                   360
3498          GI. OC                               61950                400.09                   360
3499          GI. OC                              158800               1058.67                   360
3500          GI. OC                              155200               1034.67                   360
3501          GI. OC                           399757.68               3075.65                   360
3502          GI. OC                            71455.56                543.45                   360
3503          GI. OC                              120320                 827.2                   360
3504          GI. OC                            191999.7                  1240                   360
3505          GI. OC                              145600                  1001                   360
3506          GI. OC                               60000                   425                   360
3507          GI. OC                              116081                785.97                   360
3508          GI. OC                              150400                971.33                   360
3509          GI. OC                              496000               3513.33                   360
3510          GI. OC                           229840.81               1667.66                   360
3511          GI. OC                              172800                  1206                   360
3512          GI. OC                            96940.24                745.84                   360
3513          GI. OC                              120000                 837.5                   360
3514          GI. OC                              128000                906.67                   360
3515          GI. OC                            71156.86                547.47                   360
3516          GI. OC                              279300               1978.37                   360
3517          GI. OC                              120000                   850                   360
3518          GI. OC                              181284               1170.79                   360
3519          GI. OC                           150219.13                  1103                   360
3520          GI. OC                           119521.97                704.37                   360
3521          GI. OC                           460791.69               3023.95                   360
3522          GI. OC                           243078.17               1878.39                   360
3523          GI. OC                            89949.99                599.67                   360
3524          GI. OC                            82446.03                612.56                   360
3525          GI. OC                              492000                3177.5                   360
3526          GII. SS                             114000                748.13                   360
3527          GI. OC                           319806.15               2460.52                   360
3528          GI. OC                              135920                948.61                   360
3529          GI. OC                            38076.91                292.96                   360
3530          GI. OC                              175920               1191.13                   360
3531          GI. OC                              175920               1191.12                   360
3532          GI. OC                              167200               1132.08                   360
3533          GI. OC                              175920               1191.12                   360
3534          GI. OC                              324000               2126.25                   360
3535          GII. SS                             181300               1208.67                   360
3536          GI. OC                              239043               1543.82                   360
3537          GI. OC                              272000                  1870                   360
3538          GI. OC                             1000000               6458.33                   360
3539          GI. OC                           243919.31               1605.69                   360
3540          GI. OC                              184000               1303.33                   360
3541          GI. OC                              484000               3226.67                   360
3542          GI. OC                              204000               1423.75                   360
3543          GI. OC                               64080                447.22                   360
3544          GI. OC                              189000               1220.62                   360
3545          GI. OC                              945000               6103.12                   360
3546          GI. OC                              380000               2691.67                   360
3547          GI. OC                              341600               2241.75                   360
3548          GI. OC                              154400                1061.5                   360
3549          GI. OC                              106400                742.58                   360
3550          GI. OC                               96000                   680                   360
3551          GI. OC                             1000000               7083.33                   360
3552          GI. OC                              180254               1258.02                   360
3553          GI. OC                              184000               1303.33                   360
3554          GI. OC                              149730                1013.8                   360
3555          GI. OC                              120000                   850                   360
3556          GI. OC                              396000                  2805                   360
3557          GI. OC                              534400               3451.33                   360
3558          GI. OC                            101132.1                742.57                   360
3559          GI. OC                           191871.17               1408.83                   360
3560          GI. OC                              372000                  2635                   360
3561          GI. OC                              148000                955.83                   360
3562          GI. OC                              244000               1728.33                   360
3563          GI. OC                               76000                530.42                   360
3564          GI. OC                              268000               1898.33                   360
3565          GI. OC                              198000               1361.25                   360
3566          GI. OC                              253600               1532.17                   360
3567          GI. OC                              160900               1089.43                   360
3568          GI. OC                              604500               4648.08                   360
3569          GI. OC                             1000000               5833.33                   360
3570          GI. OC                               84000                   560                   360
3571          GI. OC                              221520               1499.87                   360
3572          GI. OC                              304000               2153.33                   360
3573          GI. OC                              300000                1937.5                   360
3574          GI. OC                            71954.09                540.91                   360
3575          GI. OC                           149553.95               1012.22                   360
3576          GI. OC                              322800                2286.5                   360
3577          GI. OC                              159512               1030.18                   360
3578          GI. OC                              302150               2045.81                   360
3579          GI. OC                              226400               1603.67                   360
3580          GI. OC                              209600               1484.67                   360
3581          GII. SS                             105512                670.44                   360
3582          GI. OC                              117912                 773.8                   360
3583          GI. OC                            161896.7               1217.05                   360
3584          GI. OC                              119512                 784.3                   360
3585          GI. OC                              128000                893.33                   360
3586          GI. OC                              204000               1338.75                   360
3587          GI. OC                           386122.26                2541.8                   360
3588          GI. OC                              307900               1988.52                   360
3589          GI. OC                              156000                  1105                   360
3590          GI. OC                              216300               1532.12                   360
3591          GI. OC                           133437.01               1014.85                   360
3592          GI. OC                              127992                826.62                   360
3593          GI. OC                              460000               3066.67                   360
3594          GI. OC                              167200                1149.5                   360
3595          GI. OC                              277600                1908.5                   360
3596          GI. OC                             1162500               7628.91                   360
3597          GI. OC                              188000               1272.92                   360
3598          GI. OC                           119837.48                 869.5                   360
3599          GI. OC                              155200               1002.33                   360
3600          GI. OC                              351200               2304.75                   360
3601          GI. OC                               64800                 445.5                   360
3602          GI. OC                              344000                2257.5                   360
3603          GI. OC                              387750               2746.56                   360
3604          GI. OC                              213750               1469.53                   360
3605          GI. OC                               75000                531.25                   360
3606          GI. OC                           238625.36               1835.93                   360
3607          GI. OC                              116000                809.58                   360
3608          GI. OC                              151600                994.88                   360
3609          GI. OC                             1425000               9361.24                   360
3610          GI. OC                              301600               1853.58                   360
3611          GI. OC                              215200               1524.33                   360
3612          GI. OC                              202500               1328.91                   360
3613          GI. OC                             1212750               7958.67                   360
3614          GI. OC                               86000                661.27                   360
3615          GI. OC                              161250               1041.41                   360
3616          GI. OC                              119200                 819.5                   360
3617          GI. OC                              172900               1134.66                   360
3618          GI. OC                              440000               3116.67                   360
3619          GI. OC                               60200                388.79                   360
3620          GII. SS                             163760                921.15                   360
3621          GI. OC                               88500                634.02                   360
3622          GI. OC                              350800               2302.13                   360
3623          GI. OC                              153600                  1072                   360
3624          GI. OC                              194115               1011.02                   360
3625          GI. OC                           176137.61               1324.11                   360
3626          GI. OC                               91700                592.23                   360
3627          GI. OC                            87942.43                 653.4                   360
3628          GI. OC                              162400               1065.75                   360
3629          GI. OC                              262764               1724.39                   360
3630          GI. OC                              348500               2287.03                   360
3631          GI. OC                              263200               1864.33                   360
3632          GI. OC                              412500               2921.87                   360
3633          GI. OC                              115500                   770                   360
3634          GI. OC                              230400                  1488                   360
3635          GI. OC                           259842.49               1999.18                   360
3636          GI. OC                               56437                399.76                   360
3637          GI. OC                              228000               1753.12                   360
3638          GI. OC                              142400                949.33                   360
3639          GI. OC                              190462               1349.11                   360
3640          GI. OC                              393820               2543.42                   360
3641          GI. OC                              528000                  3410                   360
3642          GI. OC                              540000               4056.84                   360
3643          GI. OC                              244100               1729.04                   360
3644          GI. OC                              559920               3849.45                   360
3645          GI. OC                              474392               3162.61                   360
3646          GI. OC                              499992               3333.28                   360
3647          GI. OC                              487192               3247.95                   360
3648          GI. OC                           103933.68                781.32                   360
3649          GI. OC                              450000               2953.13                   360
3650          GI. OC                              280500               1811.56                   360
3651          GI. OC                              222000               1433.75                   360
3652          GI. OC                              160000                  1050                   360
3653          GI. OC                              179200               1250.67                   360
3654          GI. OC                           185274.46               1426.33                   360
3655          GI. OC                              276000                1782.5                   360
3656          GI. OC                           118328.28                910.39                   360
3657          GI. OC                              123644                798.53                   360
3658          GI. OC                              238400               1663.83                   360
3659          GI. OC                            91939.82                 683.1                   360
3660          GI. OC                           156305.25               1202.58                   360
3661          GI. OC                           145511.79               1119.54                   360
3662          GI. OC                              262500                  1750                   360
3663          GII. SS                             500000               3326.51                   360
3664          GI. OC                              106280                686.39                   360
3665          GI. OC                              120000                870.08                   360
3666          GI. OC                              372000               2441.25                   360
3667          GI. OC                           156756.76               1263.39                   360
3668          GI. OC                              105455                681.06                   360
3669          GI. OC                              340000               2408.33                   360
3670          GI. OC                              153500               1055.31                   360
3671          GI. OC                              247436               1675.35                   360
3672          GI. OC                              236000               1524.17                   360
3673          GI. OC                              531100               3651.32                   360
3674          GI. OC                              179492               1159.22                   360
3675          GI. OC                              141768                915.59                   360
3676          GI. OC                              519950               3358.01                   360
3677          GI. OC                              101500                655.52                   360
3678          GI. OC                              148125               1049.22                   360
3679          GII. SS                           63882.27                497.16                   360
3680          GI. OC                           147895.54               1060.29                   360
3681          GI. OC                              600000                4507.6                   360
3682          GI. OC                              145600               1031.33                   360
3683          GI. OC                              328000                  2255                   360
3684          GI. OC                              200720               1317.23                   360
3685          GI. OC                              373647               2413.14                   360
3686          GI. OC                              193080               1327.43                   360
3687          GI. OC                            79399.34                596.88                   360
3688          GI. OC                              170250                  1135                   360
3689          GI. OC                              298400               2113.67                   360
3690          GI. OC                            92772.44                636.56                   360
3691          GI. OC                               56000                396.67                   360
3692          GI. OC                              231920               1521.98                   360
3693          GI. OC                              160392               1136.11                   360
3694          GI. OC                               92250                605.39                   360
3695          GI. OC                              256800               1833.91                   360
3696          GI. OC                           356022.83               2676.39                   360
3697          GI. OC                              184444                1191.2                   360
3698          GI. OC                               87992                577.45                   360
3699          GI. OC                           156345.03               1147.97                   360
3700          GI. OC                              184000                  1265                   360
3701          GI. OC                              135000                928.13                   360
3702          GI. OC                              100500                711.87                   360
3703          GI. OC                            97930.84                702.08                   360
3704          GI. OC                              131250                861.33                   360
3705          GI. OC                              122500                854.95                   360
3706          GI. OC                              520160               3684.47                   360
3707          GI. OC                              148000               1032.92                   360
3708          GI. OC                           238255.58               1833.09                   360
3709          GI. OC                              198650                1407.1                   360
3710          GI. OC                              100800                   546                   360
3711          GI. OC                              331200                1828.5                   360
3712          GI. OC                              171507               1143.38                   360
3713          GI. OC                               57600                   408                   360
3714          GI. OC                               88900                592.67                   360
3715          GI. OC                           123828.76                899.09                   360
3716          GI. OC                               70000                473.96                   360
3717          GI. OC                           153949.07               1013.43                   360
3718          GI. OC                              116000                749.17                   360
3719          GI. OC                               93750                 654.3                   360
3720          GI. OC                            67452.36                483.58                   360
3721          GI. OC                               68000                439.17                   360
3722          GI. OC                              352000               2493.33                   360
3723          GI. OC                           154991.03                1138.8                   360
3724          GI. OC                              220000               1466.67                   360
3725          GI. OC                           207873.99               1599.34                   360
3726          GII. SS                             140000                831.25                   360
3727          GI. OC                              179350               1195.67                   360
3728          GI. OC                              300000                  2125                   360
3729          GI. OC                              289800               1901.81                   360
3730          GI. OC                              360000               2768.09                   360
3731          GI. OC                              287200               1884.75                   360
3732          GII. SS                             141319                750.76                   360
3733          GI. OC                              379760               2492.18                   360
3734          GI. OC                              264000                1732.5                   360
3735          GI. OC                              295200                  2091                   360
3736          GI. OC                            95868.46                679.07                   360
3737          GI. OC                           279632.44               2078.99                   360
3738          GI. OC                              360000                  2550                   360
3739          GI. OC                              253160               1371.28                   360
3740          GI. OC                              255200               1781.08                   360
3741          GI. OC                              199500               1309.22                   360
3742          GI. OC                              300000                  2125                   360
3743          GI. OC                              320000               2133.33                   360
3744          GI. OC                            97431.18                698.51                   360
3745          GI. OC                               68000                522.86                   360
3746          GI. OC                              132300                   882                   360
3747          GI. OC                              232000               1498.33                   360
3748          GI. OC                               81600                   578                   360
3749          GI. OC                              244000                1677.5                   360
3750          GI. OC                              236000               1573.33                   360
3751          GI. OC                              860000               5643.75                   360
3752          GI. OC                              940000               6658.33                   360
3753          GI. OC                              231300               1517.91                   360
3754          GI. OC                              318391               2391.97                   360
3755          GI. OC                           959418.43               7381.57                   360
3756          GI. OC                              109360                717.68                   360
3757          GI. OC                              465500               3200.31                   360
3758          GI. OC                              144000                  1020                   360
3759          GI. OC                              223500                  1490                   360
3760          GI. OC                              375000               2539.06                   360
3761          GI. OC                              199200                  1328                   360
3762          GI. OC                           109126.99                727.51                   360
3763          GI. OC                               91200                   646                   360
3764          GI. OC                              138750                982.81                   360
3765          GI. OC                              990750               6398.59                   360
3766          GI. OC                              256000                  1680                   360
3767          GI. OC                              198975               1285.05                   360
3768          GI. OC                              191200               1254.75                   360
3769          GI. OC                              128000                984.21                   360
3770          GI. OC                              285000               1840.62                   360
3771          GI. OC                             1387499               9539.06                   360
3772          GI. OC                               88500                571.56                   360
3773          GI. OC                               90000                581.25                   360
3774          GI. OC                              169600                  1113                   360
3775          GI. OC                            41973.22                315.53                   360
3776          GI. OC                               72800                513.03                   360
3777          GI. OC                              107200                725.83                   360
3778          GI. OC                              216000                  1530                   360
3779          GI. OC                           195918.92               1182.57                   360
3780          GI. OC                              298400               2113.67                   360
3781          GI. OC                              101500                666.09                   360
3782          GI. OC                           259716.56               1861.96                   360
3783          GI. OC                           118328.27                 910.4                   360
3784          GI. OC                              256740               1818.57                   360
3785          GI. OC                              184800                1270.5                   360
3786          GI. OC                           619624.41               4767.26                   360
3787          GI. OC                               78400                555.33                   360
3788          GI. OC                              150000               1031.25                   360
3789          GI. OC                              288000               2214.47                   360
3790          GI. OC                              112500                796.87                   360
3791          GI. OC                              419200               2969.33                   360
3792          GI. OC                              327200               2317.67                   360
3793          GI. OC                              316800                  2244                   360
3794          GI. OC                            52466.53                394.41                   360
3795          GI. OC                              147600                1045.5                   360
3796          GI. OC                              116250                750.78                   360
3797          GI. OC                              252000               1653.75                   360
3798          GI. OC                              265600               1881.33                   360
3799          GI. OC                              417000               2736.56                   360
3800          GI. OC                              673270               4418.33                   360
3801          GI. OC                              258352               1829.99                   360
3802          GI. OC                            76947.01                 558.3                   360
3803          GI. OC                              132000                   935                   360
3804          GI. OC                              412270               2705.52                   360
3805          GI. OC                              596000               4221.67                   360
3806          GI. OC                              410662                2652.2                   360
3807          GI. OC                              290640               1998.15                   360
3808          GI. OC                              285040               1959.65                   360
3809          GI. OC                              285040               1959.65                   360
3810          GI. OC                              337950               2393.81                   360
3811          GI. OC                              300750               2130.31                   360
3812          GI. OC                              196000               1306.67                   360
3813          GI. OC                              440000               3116.67                   360
3814          GI. OC                              264000                  1870                   360
3815          GI. OC                              192000                  1320                   360
3816          GI. OC                              411510                  2872                   360
3817          GI. OC                              175000               1148.44                   360
3818          GI. OC                              100000                656.25                   360
3819          GI. OC                            54303.62                403.73                   360
3820          GI. OC                           142997.21                1025.9                   360
3821          GI. OC                              183000               1258.13                   360
3822          GI. OC                              149600               1044.08                   360
3823          GI. OC                            67729.23                487.16                   360
3824          GI. OC                              110000                767.71                   360
3825          GI. OC                            150197.5               1103.58                   360
3826          GI. OC                              600000                  4000                   360
3827          GI. OC                           273417.15                2104.9                   360
3828          GI. OC                              152000               1076.67                   360
3829          GI. OC                              135000                871.87                   360
3830          GI. OC                               90000                628.12                   360
3831          GI. OC                              207920               1451.11                   360
3832          GI. OC                              199500               1413.12                   360
3833          GI. OC                              232500               1646.87                   360
3834          GI. OC                              161000               1039.79                   360
3835          GI. OC                              112800                740.25                   360
3836          GI. OC                              116000                761.25                   360
3837          GI. OC                              116000                761.25                   360
3838          GI. OC                              280000               1808.33                   360
3839          GI. OC                              219200               1415.67                   360
3840          GI. OC                              417000               3040.62                   360
3841          GI. OC                               81700                561.69                   360
3842          GII. SS                          317346.02               2139.73                   360
3843          GI. OC                              239920               1599.47                   360
3844          GI. OC                              198000                  1320                   360
3845          GI. OC                           239846.96               1803.04                   360
3846          GI. OC                              313600               2090.67                   360
3847          GI. OC                              183200               1240.42                   360
3848          GI. OC                           168176.94               1162.49                   360
3849          GI. OC                              155032               1001.25                   360
3850          GI. OC                              140000                933.33                   360
3851          GI. OC                              152000               1076.67                   360
3852          GI. OC                              181635               1173.06                   360
3853          GI. OC                              870000                6162.5                   360
3854          GI. OC                           412236.97               3098.97                   360
3855          GI. OC                              145600                 955.5                   360
3856          GI. OC                              202400               1433.67                   360
3857          GI. OC                              340000                2337.5                   360
3858          GI. OC                              258445               1830.65                   360
3859          GI. OC                              102750                 674.3                   360
3860          GI. OC                              338400                2185.5                   360
3861          GI. OC                            77572.92                569.58                   360
3862          GI. OC                              163000               1069.69                   360
3863          GI. OC                              127488                889.76                   360
3864          GI. OC                              399200               2079.17                   360
3865          GI. OC                              378000                  2520                   360
3866          GII. SS                             320000               1933.33                   360
3867          GI. OC                              270846               1918.49                   360
3868          GI. OC                            39975.76                307.57                   360
3869          GI. OC                              728400                5159.5                   360
3870          GI. OC                              131200                929.33                   360
3871          GI. OC                              293520               2109.68                   360
3872          GI. OC                               73840                507.65                   360
3873          GI. OC                              198250               1321.67                   360
3874          GI. OC                              476000                3272.5                   360
3875          GI. OC                              475300                3317.2                   360
3876          GI. OC                              232000               1619.17                   360
3877          GI. OC                              236523               1552.18                   360
3878          GI. OC                              256280               1361.49                   360
3879          GI. OC                              170800               1156.46                   360
3880          GI. OC                              386250               2494.53                   360
3881          GI. OC                              160000               1133.33                   360
3882          GI. OC                              340000               2302.08                   360
3883          GI. OC                              524000               3384.17                   360
3884          GI. OC                              198336                1342.9                   360
3885          GI. OC                              326250               2310.94                   360
3886          GI. OC                              177750               1147.97                   360
3887          GI. OC                              228750               1596.48                   360
3888          GI. OC                               96750                634.93                   360
3889          GI. OC                              201880               1429.98                   360
3890          GI. OC                           127696.58                971.19                   360
3891          GI. OC                           230112.58               1751.21                   360
3892          GI. OC                            92737.74                680.93                   360
3893          GI. OC                              232000               1619.17                   360
3894          GI. OC                              233600               1557.33                   360
3895          GI. OC                              374300               1988.47                   360
3896          GI. OC                              151900                981.02                   360
3897          GI. OC                              312000                  2015                   360
3898          GI. OC                              510101               3347.54                   360
3899          GI. OC                               97600                681.17                   360
3900          GI. OC                              209600               1574.66                   360
3901          GI. OC                              213600               1401.75                   360
3902          GI. OC                              640000               4133.33                   360
3903          GI. OC                              176800               1252.33                   360
3904          GI. OC                              605000               3907.29                   360
3905          GI. OC                              104000                   715                   360
3906          GI. OC                              364587               2392.61                   360
3907          GI. OC                              208964               1371.33                   360
3908          GI. OC                              150400               1065.33                   360
3909          GI. OC                              155136               1001.92                   360
3910          GI. OC                              158760               1041.86                   360
3911          GI. OC                              520000               3466.67                   360
3912          GI. OC                              302400                  2079                   360
3913          GI. OC                              379920               2611.95                   360
3914          GI. OC                           351786.75               2706.58                   360
3915          GI. OC                              199940               1312.11                   360
3916          GI. OC                              115360                745.03                   360
3917          GI. OC                              172000               1146.67                   360
3918          GI. OC                              217600               1473.33                   360
3919          GI. OC                            168965.2               1179.24                   360
3920          GI. OC                              222628                  1461                   360
3921          GI. OC                              200000                1312.5                   360
3922          GI. OC                               67200                   476                   360
3923          GI. OC                              231000               1636.25                   360
3924          GI. OC                              296100               1912.31                   360
3925          GI. OC                               45350                297.61                   360
3926          GI. OC                              492000               3331.25                   360
3927          GI. OC                              571950               3872.58                   360
3928          GI. OC                            76753.47                590.53                   360
3929          GI. OC                              204000                1402.5                   360
3930          GI. OC                              445600               3202.75                   360
3931          GI. OC                              133500                945.63                   360
3932          GI. OC                              286400               1939.17                   360
3933          GI. OC                              284453               1807.46                   360
3934          GI. OC                              143200                999.42                   360
3935          GI. OC                              108000                686.25                   360
3936          GI. OC                              100000                656.25                   360
3937          GI. OC                              215920               1394.48                   360
3938          GI. OC                           127914.11                939.22                   360
3939          GI. OC                              157520               1017.32                   360
3940          GI. OC                              216000                  1530                   360
3941          GI. OC                              719200               4719.75                   360
3942          GI. OC                              312000                  1625                   360
3943          GI. OC                              109000                760.73                   360
3944          GI. OC                              102399                682.66                   360
3945          GI. OC                              132400                937.83                   360
3946          GI. OC                              300000                  2125                   360
3947          GI. OC                            80742.97                578.86                   360
3948          GI. OC                              242400                  1717                   360
3949          GI. OC                              175000               1111.98                   360
3950          GI. OC                              262500               1804.69                   360
3951          GI. OC                              102500                743.19                   360
3952          GI. OC                              744550               4886.11                   360
3953          GI. OC                              239250               1694.69                   360
3954          GI. OC                              127500                903.13                   360
3955          GI. OC                              388000               2748.33                   360
3956          GI. OC                              200000               1291.67                   360
3957          GI. OC                           322499.33               2284.37                   360
3958          GI. OC                              116900                 742.8                   360
3959          GI. OC                              138750                910.55                   360
3960          GI. OC                               71600                492.25                   360
3961          GI. OC                              201600                  1281                   360
3962          GI. OC                              128000                893.33                   360
3963          GI. OC                               80000                508.33                   360
3964          GI. OC                              385600               2610.83                   360
3965          GI. OC                             1237500                  8250                   360
3966          GI. OC                              172800                  1134                   360
3967          GI. OC                              148000                986.67                   360
3968          GI. OC                              137600                974.67                   360
3969          GI. OC                              322350               2081.84                   360
3970          GI. OC                              259200                  1755                   360
3971          GII. SS                             457600               2955.33                   360
3972          GI. OC                               94500                620.16                   360
3973          GI. OC                              192000                  1320                   360
3974          GI. OC                            70653.75                524.95                   360
3975          GI. OC                               80535                528.51                   360
3976          GI. OC                               69095                460.63                   360
3977          GI. OC                               76014                506.76                   360
3978          GI. OC                              188000               1214.17                   360
3979          GI. OC                              376000               2428.33                   360
3980          GI. OC                               72800                508.08                   360
3981          GI. OC                              199920               1395.27                   360
3982          GI. OC                           115926.03                871.47                   360
3983          GI. OC                              257270               1473.95                   360
3984          GI. OC                              141750               1004.06                   360
3985          GI. OC                              201675               1386.52                   360
3986          GI. OC                            97141.12                747.38                   360
3987          GI. OC                              336640               2174.13                   360
3988          GI. OC                              320000               2266.67                   360
3989          GI. OC                              192000                  1300                   360
3990          GI. OC                              138400                893.83                   360
3991          GI. OC                           154301.54               1159.96                   360
3992          GI. OC                              249872               1665.81                   360
3993          GI. OC                              156000               1023.75                   360
3994          GI. OC                              136500                881.56                   360
3995          GI. OC                              136000                 892.5                   360
3996          GI. OC                            63993.33                453.29                   360
3997          GI. OC                              144000                   930                   360
3998          GI. OC                              469750               3131.67                   360
3999          GI. OC                            247123.5               1672.61                   360
4000          GI. OC                              232500               1574.22                   360
4001          GI. OC                              326400                  2108                   360
4002          GII. SS                          103924.72                736.11                   360
4003          GI. OC                              612000               4271.25                   360
4004          GI. OC                              639200               4128.17                   360
4005          GI. OC                              165000               1151.56                   360
4006          GI. OC                              467200               3309.33                   360
4007          GI. OC                              464000               3286.67                   360
4008          GI. OC                              135900                877.69                   360
4009          GI. OC                           327768.49               2349.84                   360
4010          GI. OC                              327357               2284.68                   360
4011          GI. OC                              344000               2329.17                   360
4012          GI. OC                              106400                720.42                   360
4013          GI. OC                              163632               1056.79                   360
4014          GI. OC                              207702               1384.68                   360
4015          GI. OC                              114730                812.67                   360
4016          GI. OC                           119915.31                859.69                   360
4017          GI. OC                           117599.26                 759.5                   360
4018          GI. OC                              139040                738.65                   360
4019          GI. OC                              299950               1937.18                   360
4020          GI. OC                           449627.45               3459.34                   360
4021          GI. OC                              413350               2798.72                   360
4022          GII. SS                             552500               3050.26                   360
4023          GII. SS                          452162.21               2166.66                   360
4024          GII. SS                             561600                  3393                   360
4025          GII. SS                             481200               2756.88                   360
4026          GII. SS                             500706               2868.63                   360
4027          GII. SS                             480217               2701.22                   360
4028          GII. SS                             877500               5118.75                   360
4029          GII. SS                             576000                  3480                   360
4030          GII. SS                             688000               3941.67                   360
4031          GII. SS                             696000                  4495                   360
4032          GII. SS                          899674.95               4687.45                   360
4033          GII. SS                             296000               1603.33                   360
4034          GII. SS                          504149.05               3317.49                   360
4035          GII. SS                             630000               3609.38                   360
4036          GII. SS                             650000               3723.96                   360
4037          GII. SS                             333000               2081.25                   360
4038          GII. SS                          207650.15               1300.21                   360
4039          GII. SS                            1254000                6792.5                   360
4040          GII. SS                             424000                  2385                   360
4041          GII. SS                             469000               2540.42                   360
4042          GII. SS                             825000               4468.75                   360
4043          GII. SS                             910000                5687.5                   360
4044          GII. SS                         1117019.16               7171.48                   360
4045          GII. SS                             430400                  2421                   360
4046          GII. SS                             507500               2854.69                   360
4047          GII. SS                             480106                2700.6                   360
4048          GII. SS                             479200               2645.58                   360
4049          GII. SS                             650000               3520.83                   360
4050          GII. SS                          455621.34               2610.33                   360
4051          GII. SS                             825000               4640.63                   360
4052          GII. SS                             520000               2816.67                   360
4053          GII. SS                             480000                  2700                   360
4054          GII. SS                          884778.13               4976.88                   360
4055          GII. SS                             488000               2694.17                   360
4056          GII. SS                             640000                  3800                   360
4057          GII. SS                             584640                  3654                   360
4058          GII. SS                             491200               2558.33                   360
4059          GII. SS                             832000                  4680                   360
4060          GII. SS                             565000               3648.96                   360
4061          GII. SS                             605000               3529.17                   360
4062          GII. SS                             472000               2704.17                   360
4063          GII. SS                             435000               2265.63                   360
4064          GII. SS                             188000                998.75                   360
4065          GII. SS                          451863.72               2597.63                   360
4066          GII. SS                             984000                5227.5                   360
4067          GII. SS                             532000                2992.5                   360
4068          GII. SS                             717900               3739.06                   360
4069          GII. SS                            1000000                5312.5                   360
4070          GII. SS                             840000                  4900                   360
4071          GII. SS                             435000               2809.38                   360
4072          GII. SS                             494000               2521.46                   360
4073          GII. SS                             510000                  2550                   360
4074          GII. SS                             151760                853.65                   360
4075          GII. SS                          178986.29               1122.97                   360
4076          GII. SS                             620250               3230.47                   360
4077          GII. SS                          918761.29               6750.63                   360
4078          GII. SS                             567921                3135.4                   360
4079          GII. SS                             428000               2318.33                   360
4080          GII. SS                            1500000               8593.75                   360
4081          GII. SS                            1300000               6770.83                   360
4082          GII. SS                            2100000              11156.25                   360
4083          GII. SS                             732000               4193.75                   360
4084          GII. SS                          249817.01               1223.06                   360
4085          GI. OC                              180050               1162.82                   360
4086          GI. OC                           223249.42               1663.13                   360
4087          GI. OC                           254665.25               1893.37                   360
4088          GI. OC                              327081               1737.62                   360
4089          GI. OC                          1747517.32               5096.93                   300
4090          GI. OC                              353500               1657.03                   300
4091          GI. OC                              530000               2870.83                   300
4092          GI. OC                           154285.42               1079.58                   360
4093          GI. OC                              271120               1895.71                   360
4094          GI. OC                              516000               3330.89                   360
4095          GI. OC                           239022.48               1672.52                   360
4096          GI. OC                              376000               2389.17                   360
4097          GI. OC                           103926.61                745.06                   360
4098          GI. OC                              520000               3466.67                   360
4099          GI. OC                           335750.64               2349.36                   360
4100          GI. OC                              265600                  1660                   360
4101          GI. OC                             1481250               10029.3                   360
4102          GI. OC                              139200                997.24                   360
4103          GI. OC                              136400                866.71                   360
4104          GI. OC                              324800               2063.83                   360
4105          GI. OC                              204000               1296.25                   360
4106          GI. OC                           348152.36               2290.97                   360
4107          GI. OC                               99200                   651                   360
4108          GI. OC                               86250                476.17                   360
4109          GI. OC                           103211.47                679.66                   360
4110          GI. OC                              127462                889.58                   360
4111          GII. SS                              56500                359.01                   360
4112          GI. OC                              204000               1381.25                   360
4113          GI. OC                              238528                1540.5                   360
4114          GI. OC                               86450                558.33                   360
4115          GI. OC                              412000               2789.59                   360
4116          GI. OC                              115920                850.58                   360
4117          GI. OC                              128000                 914.1                   360
4118          GI. OC                              168000               1203.58                   360
4119          GI. OC                              238400               1833.09                   360
4120          GI. OC                              120720                 804.8                   360
4121          GI. OC                              268000               1870.42                   360
4122          GI. OC                              368000                  2415                   360
4123          GI. OC                              156000                  1040                   360
4124          GI. OC                              218000               1407.92                   360
4125          GI. OC                              198740               1407.75                   360
4126          GI. OC                              368800               2642.13                   360
4127          GI. OC                              231920               1497.82                   360
4128          GI. OC                              124000                899.09                   360
4129          GI. OC                              141400                986.86                   360
4130          GI. OC                              559200                  3961                   360
4131          GI. OC                              448000               2893.34                   360
4132          GI. OC                              280000                  1925                   360
4133          GI. OC                              254625               1644.46                   360
4134          GI. OC                              443064               3092.22                   360
4135          GI. OC                              100800                   588                   360
4136          GI. OC                              179632               1178.84                   360
4137          GI. OC                              372000                2402.5                   360
4138          GI. OC                              292000               2098.75                   360
4139          GI. OC                              186400               1378.59                   360
4140          GI. OC                              292000               2068.34                   360
4141          GI. OC                              167950               1154.66                   360
4142          GII. SS                             452000               3356.09                   360
4143          GI. OC                              200000               1354.17                   360
4144          GI. OC                           155068.49               1152.14                   360
4145          GI. OC                              223436               1489.58                   360
4146          GI. OC                              404800                2656.5                   360
4147          GI. OC                               92760                 618.4                   360
4148          GI. OC                              240000                  1575                   360
4149          GI. OC                           228878.35               1640.87                   360
4150          GI. OC                           191883.69               1476.31                   360
4151          GI. OC                              122500                727.34                   360
4152          GI. OC                              133400                847.65                   360
4153          GI. OC                              344800               2262.75                   360
4154          GI. OC                           127827.65                939.22                   360
4155          GI. OC                            88861.83                660.23                   360
4156          GI. OC                              118792                742.45                   360
4157          GI. OC                              157400               1032.94                   360
4158          GII. SS                             308000                  1925                   360
4159          GI. OC                           111924.85                821.82                   360
4160          GI. OC                              108200                755.15                   360
4161          GI. OC                               89600                625.33                   360
4162          GI. OC                              198000                  1320                   360
4163          GI. OC                              272064               1870.44                   360
4164          GI. OC                              467148               3065.66                   360
4165          GI. OC                              159100               1093.81                   360
4166          GI. OC                              288000                  1890                   360
4167          GI. OC                               99600                   664                   360
4168          GI. OC                            72899.81                560.88                   360
4169          GI. OC                              115980                 773.2                   360
4170          GI. OC                              262500               1859.37                   360
4171          GI. OC                              148000                940.42                   360
4172          GI. OC                               68400                 484.5                   360
4173          GI. OC                              173908               1231.85                   360
4174          GI. OC                              143500                941.72                   360
4175          GI. OC                              114400                810.33                   360
4176          GI. OC                           239854.61               1845.39                   360
4177          GI. OC                           219840.77               1557.15                   360
4178          GI. OC                              110392                747.45                   360
4179          GI. OC                              195200               1240.33                   360
4180          GI. OC                              270000               1715.63                   360
4181          GI. OC                              149600                966.17                   360
4182          GI. OC                              262400               1749.33                   360
4183          GI. OC                              148000               1124.91                   360
4184          GI. OC                              306400               2042.67                   360
4185          GI. OC                              287000               2062.81                   360
4186          GI. OC                              208500               1368.28                   360
4187          GI. OC                              181600               1153.92                   360
4188          GI. OC                              231600               1616.37                   360
4189          GI. OC                              160320                1068.8                   360
4190          GI. OC                              224000               1586.67                   360
4191          GI. OC                              168750               1195.31                   360
4192          GI. OC                              249600                  1638                   360
4193          GI. OC                              360000                2437.5                   360
4194          GI. OC                              413025               2925.59                   360
4195          GI. OC                               52000                368.33                   360
4196          GI. OC                              249600                  1638                   360
4197          GI. OC                             61559.7                457.38                   360
4198          GI. OC                               55000                360.94                   360
4199          GI. OC                              349112               2291.05                   360
4200          GI. OC                              117950                810.91                   360
4201          GI. OC                              131200                847.33                   360
4202          GI. OC                              254900               1699.33                   360
4203          GI. OC                              135000                956.25                   360
4204          GI. OC                              325600               2136.75                   360
4205          GI. OC                              180000                  1200                   360
4206          GI. OC                           107028.14                785.86                   360
4207          GI. OC                              448800                  3179                   360
4208          GI. OC                            92596.09                646.24                   360
4209          GI. OC                              185300               1312.54                   360
4210          GI. OC                              170050               1115.95                   360
4211          GI. OC                              162600               1067.06                   360
4212          GI. OC                              183140               1144.63                   360
4213          GI. OC                              868000               4972.92                   360
4214          GI. OC                              103600                658.29                   360
4215          GI. OC                           391736.97               2876.36                   360
4216          GI. OC                              184800               1212.75                   360
4217          GI. OC                              100000                 687.5                   360
4218          GI. OC                            78615.86                570.41                   360
4219          GI. OC                              213675               1446.76                   360
4220          GI. OC                              262500               1859.37                   360
4221          GI. OC                              281100               1991.12                   360
4222          GI. OC                               88000                   605                   360
4223          GI. OC                              142400                875.17                   360
4224          GI. OC                           187000.67               1405.78                   360
4225          GI. OC                              210000                  1400                   360
4226          GI. OC                              252000                  1785                   360
4227          GI. OC                               97500                629.69                   360
4228          GI. OC                              434286               2985.72                   360
4229          GI. OC                           263616.63               1868.58                   360
4230          GI. OC                              300000                2062.5                   360
4231          GI. OC                              196000                1347.5                   360
4232          GI. OC                              293950               1959.67                   360
4233          GI. OC                             79298.1                589.17                   360
4234          GI. OC                              213685               1402.31                   360
4235          GI. OC                              966440               6845.62                   360
4236          GI. OC                              324800               2300.67                   360
4237          GI. OC                              234200               1488.15                   360
4238          GI. OC                              150375                1002.5                   360
4239          GI. OC                              204000               1514.69                   360
4240          GI. OC                              512000               3626.67                   360
4241          GI. OC                              105000                743.75                   360
4242          GI. OC                               90400                593.25                   360
4243          GI. OC                              143250               1014.69                   360
4244          GI. OC                           215912.26               1461.91                   360
4245          GI. OC                              295900               2065.14                   360
4246          GI. OC                              183992               1226.61                   360
4247          GI. OC                              475700               3319.99                   360
4248          GI. OC                              101250                717.19                   360
4249          GI. OC                              206500               1312.14                   360
4250          GI. OC                              362000               2783.47                   360
4251          GI. OC                              138750               1066.87                   360
4252          GI. OC                              183304               1202.93                   360
4253          GI. OC                              177600                 943.5                   360
4254          GI. OC                              190542               1349.68                   360
4255          GI. OC                              160000               1016.67                   360
4256          GI. OC                              101452                718.62                   360
4257          GI. OC                              128150                894.39                   360
4258          GI. OC                              960000                  6800                   360
4259          GI. OC                              105600                   693                   360
4260          GI. OC                              227200               1514.67                   360
4261          GI. OC                              204640               1364.27                   360
4262          GI. OC                              279920               1807.82                   360
4263          GI. OC                              160000                  1050                   360
4264          GI. OC                              180000               1143.75                   360
4265          GI. OC                              320000               2033.34                   360
4266          GI. OC                              240000                  1675                   360
4267          GI. OC                              160000               1066.67                   360
4268          GI. OC                              343000               1893.65                   360
4269          GI. OC                              144000                   990                   360
4270          GI. OC                              168800                1160.5                   360
4271          GII. SS                             325000                1997.4                   360
4272          GI. OC                               66500                487.96                   360
4273          GI. OC                               66500                487.96                   360
4274          GI. OC                              208500                  1390                   360
4275          GI. OC                           507692.25               3906.08                   360
4276          GI. OC                             1275000               8367.19                   360
4277          GI. OC                              247120                1791.8                   360
4278          GI. OC                              127200                834.75                   360
4279          GI. OC                              516000               3708.75                   360
4280          GI. OC                              148000                1017.5                   360
4281          GII. SS                            1000000               6041.67                   360
4282          GI. OC                              512000               3306.67                   360
4283          GI. OC                              197600               1399.67                   360
4284          GI. OC                              270400               1913.88                   360
4285          GI. OC                              291040               1879.64                   360
4286          GI. OC                              127200                   848                   360
4287          GI. OC                              660000                  4675                   360
4288          GI. OC                            99934.58                 742.5                   360
4289          GI. OC                             1500000               9843.75                   360
4290          GI. OC                              301200               2039.37                   360
4291          GI. OC                               70000                459.38                   360
4292          GI. OC                              120176                851.25                   360
4293          GI. OC                              288000                  1920                   360
4294          GI. OC                              345000               2371.88                   360
4295          GI. OC                           207841.46               1472.16                   360
4296          GI. OC                              192000                  1220                   360
4297          GI. OC                              962500               6115.89                   360
4298          GI. OC                              284000               1893.33                   360
4299          GI. OC                              312800               2052.75                   360
4300          GI. OC                              301091               2007.28                   360
4301          GI. OC                           183866.82               1302.35                   360
4302          GI. OC                              152000                 997.5                   360
4303          GI. OC                               76410                541.24                   360
4304          GI. OC                              237600                  1584                   360
4305          GI. OC                              205600                1413.5                   360
4306          GI. OC                              338400                  2397                   360
4307          GI. OC                           107932.87                820.88                   360
4308          GI. OC                              184000                1207.5                   360
4309          GI. OC                              195920               1265.32                   360
4310          GI. OC                              566450               3717.33                   360
4311          GI. OC                              272000                2067.4                   360
4312          GI. OC                              176000               1246.67                   360
4313          GI. OC                              140800                572.01                   360
4314          GI. OC                              308000               1957.09                   360
4315          GI. OC                              132000                838.75                   360
4316          GI. OC                              691200               5071.79                   360
4317          GI. OC                              287920               1889.48                   360
4318          GI. OC                              144432               1023.06                   360
4319          GI. OC                              141000                998.75                   360
4320          GI. OC                              388000               2505.83                   360
4321          GI. OC                               68000                439.17                   360
4322          GI. OC                             2000000              13541.67                   360
4323          GI. OC                           171893.09               1307.33                   360
4324          GI. OC                           926877.66               6805.67                   360
4325          GI. OC                              297600                  1984                   360
4326          GI. OC                              300000                  2125                   360
4327          GI. OC                           101538.45                781.22                   360
4328          GI. OC                              189000               1220.62                   360
4329          GI. OC                              215920               1416.98                   360
4330          GI. OC                              281000               1873.34                   360
4331          GI. OC                              109040                887.19                   360
4332          GI. OC                              108000                   720                   360
4333          GI. OC                              255440               1649.72                   360
4334          GI. OC                              223200               1418.25                   360
4335          GI. OC                              256000               1813.33                   360
4336          GI. OC                              372000                  2635                   360
4337          GI. OC                           167946.29               1067.16                   360
4338          GI. OC                              109600                776.33                   360
4339          GI. OC                              198000                1402.5                   360
4340          GI. OC                              410868               2739.12                   360
4341          GI. OC                              512000               3253.33                   360
4342          GI. OC                              158000                822.92                   360
4343          GI. OC                            230721.1               1674.05                   360
4344          GI. OC                              377600               2399.33                   360
4345          GII. SS                             675000               3867.19                   360
4346          GI. OC                              188800               1278.34                   360
4347          GI. OC                              158400                1006.5                   360
4348          GI. OC                              122400                   867                   360
4349          GI. OC                           205854.61               1475.81                   360
4350          GI. OC                              197760                1421.4                   360
4351          GI. OC                               95316                635.44                   360
4352          GI. OC                              598324                3926.5                   360
4353          GI. OC                              209063               1393.75                   360
4354          GI. OC                              937500               6152.34                   360
4355          GI. OC                              900000                  6375                   360
4356          GI. OC                              247920               1626.98                   360
4357          GI. OC                              202320               1390.95                   360
4358          GI. OC                              180000               1218.75                   360
4359          GI. OC                           106731.89                802.36                   360
4360          GI. OC                           151900.57                1128.6                   360
4361          GI. OC                              188000               1331.67                   360
4362          GI. OC                            93119.55                659.58                   360
4363          GI. OC                              368000               2338.33                   360
4364          GI. OC                              312000                  2080                   360
4365          GI. OC                              320000               2166.67                   360
4366          GI. OC                              229600               1458.92                   360
4367          GI. OC                              651300               4206.32                   360
4368          GI. OC                              156800               1110.67                   360
4369          GI. OC                              576000                  3900                   360
4370          GI. OC                           159410.21               1156.64                   360
4371          GI. OC                           210399.09               1468.41                   360
4372          GI. OC                              164000               1110.42                   360
4373          GI. OC                              180000               1218.75                   360
4374          GI. OC                              152800               1018.67                   360
4375          GI. OC                            118216.5                847.52                   360
4376          GI. OC                              707600               4496.21                   360
4377          GI. OC                              148720                975.98                   360
4378          GI. OC                            79951.54                615.13                   360
4379          GI. OC                              367300               2410.41                   360
4380          GI. OC                              376000               2428.33                   360
4381          GI. OC                              177132               1199.33                   360
4382          GII. SS                             340000               2160.42                   360
4383          GI. OC                              157520               1017.32                   360
4384          GI. OC                              176672               1251.43                   360
4385          GII. SS                             122400                675.75                   360
4386          GI. OC                              205760               1491.91                   360
4387          GI. OC                           157491.54               1142.71                   360
4388          GII. SS                          535380.25               4200.06                   360
4389          GI. OC                              348000               2501.25                   360
4390          GI. OC                              559920               4024.43                   360
4391          GI. OC                              160000                  1050                   360
4392          GI. OC                           134047.81               1043.23                   360
4393          GI. OC                              292800                1982.5                   360
4394          GI. OC                               90080                609.92                   360
4395          GI. OC                            77552.99                596.68                   360
4396          GI. OC                              115500                794.06                   360
4397          GI. OC                              186400               1242.67                   360
4398          GI. OC                           423391.18                3222.1                   360
4399          GI. OC                              376000                2467.5                   360
4400          GI. OC                              111200                706.59                   360
4401          GI. OC                               79100                502.62                   360
4402          GI. OC                           758923.74               5444.73                   360
4403          GI. OC                              102000                658.75                   360
4404          GII. SS                             215600                1347.5                   360
4405          GI. OC                              503200               3197.42                   360
4406          GI. OC                              457600               2955.33                   360
4407          GI. OC                              164000               1144.58                   360
4408          GI. OC                              157200               1015.25                   360
4409          GI. OC                              261592                1825.7                   360
4410          GI. OC                              142400                 934.5                   360
4411          GI. OC                              335500               2341.51                   360
4412          GII. SS                          174033.85                960.81                   360
4413          GI. OC                              197438               1377.95                   360
4414          GI. OC                              240800               1630.42                   360
4415          GI. OC                              260000               1999.18                   360
4416          GI. OC                              227200                  1491                   360
4417          GI. OC                              630000               4003.12                   360
4418          GI. OC                           303565.98               2335.58                   360
4419          GI. OC                              232000               1619.17                   360
4420          GI. OC                              334972               2198.25                   360
4421          GI. OC                              113320                779.08                   360
4422          GI. OC                              261600               1825.75                   360
4423          GI. OC                              412000               2918.33                   360
4424          GI. OC                              417000               2736.56                   360
4425          GI. OC                              148480               1051.73                   360
4426          GI. OC                              255200               1807.67                   360
4427          GI. OC                              161900               1062.47                   360
4428          GI. OC                              160000               1133.33                   360
4429          GI. OC                              312000                  2015                   360
4430          GI. OC                               72100                510.71                   360
4431          GI. OC                              220000                1512.5                   360
4432          GI. OC                              160000               1133.33                   360
4433          GI. OC                             1312500                  8750                   360
4434          GII. SS                             417000               2258.75                   360
4435          GII. SS                          937499.99               5371.09                   360
4436          GI. OC                           234061.47               1589.98                   360
4437          GI. OC                              288791               1955.36                   360
4438          GII. SS                             500000               2708.33                   360
4439          GI. OC                              204000                  1445                   360
                                           1413087377.55               3528.04                   360



                    STATED_REM_TERM       CURRENT_NET_COUPON              LPMI                 MSERV
_________________________________________________________________________________________________________
1                               359                7.375                     0                     0
2                               359                7.625                     0                     0
3                               356                  7.5                     0                     0
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1717                            359                7.625                     0                     0
1718                            227                7.125                     0                     0
1719                            307                 6.75                     0                     0
1720                            315                5.165                     0                     0
1721                            187                    6                     0                     0
1722                            308                6.125                     0                     0
1723                            311                6.125                     0                     0
1724                            357                7.625                     0                     0
1725                            360                7.375                     0                     0
1726                            320                5.415                     0                     0
1727                            360                  7.5                     0                     0
1728                            358                7.875                     0                     0
1729                            360                 7.75                     0                     0
1730                            359                 7.75                     0                     0
1731                            359                8.125                     0                     0
1732                            359                8.125                     0                     0
1733                            359                  7.5                     0                     0
1734                            359                  7.5                     0                     0
1735                            359                7.375                     0                     0
1736                            359                7.875                     0                     0
1737                            359                 7.25                     0                     0
1738                            359                 7.25                     0                     0
1739                            359                 7.25                     0                     0
1740                            359                 7.25                     0                     0
1741                            359                 7.25                     0                     0
1742                            359                6.625                     0                     0
1743                            359                7.375                     0                     0
1744                            359                 7.25                     0                     0
1745                            359                  7.5                     0                     0
1746                            359                8.125                     0                     0
1747                            359                8.125                     0                     0
1748                            359                 7.25                     0                     0
1749                            360                7.625                     0                     0
1750                            360                    8                     0                     0
1751                            359                  7.5                     0                     0
1752                            359                8.125                     0                     0
1753                            359                7.625                     0                     0
1754                            360                6.625                     0                     0
1755                            359                7.375                     0                     0
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1757                            359                7.875                     0                     0
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1760                            359                7.625                     0                     0
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1763                            359                8.125                     0                     0
1764                            359                8.125                     0                     0
1765                            357                  6.5                     0                     0
1766                            360                    8                     0                     0
1767                            359                7.625                     0                     0
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1769                            359                  7.5                     0                     0
1770                            360                8.125                     0                     0
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1795                            359                8.125                     0                     0
1796                            303                  6.5                     0                     0
1797                            359                8.125                     0                     0
1798                            359                7.625                     0                     0
1799                            359                7.875                     0                     0
1800                            359                7.625                     0                     0
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1803                            359                    8                     0                     0
1804                            359                  7.5                     0                     0
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1807                            359                 7.75                     0                     0
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1812                            360                7.375                     0                     0
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1814                            359                8.125                     0                     0
1815                            359                7.375                     0                     0
1816                            359                8.125                     0                     0
1817                            359                8.125                     0                     0
1818                            351                 6.25                     0                     0
1819                            359                8.125                     0                     0
1820                            359                7.875                     0                     0
1821                            360                7.375                     0                     0
1822                            359                7.625                     0                     0
1823                            359                8.125                     0                     0
1824                            359                 7.75                     0                     0
1825                            359                    8                     0                     0
1826                            359                7.625                     0                     0
1827                            359                8.125                     0                     0
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1831                            359                7.625                     0                     0
1832                            359                7.875                     0                     0
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1835                            359                7.375                     0                     0
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1840                            359                7.875                     0                     0
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1890                            359                5.875                     0                     0
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1900                            359                7.875                     0                     0
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1905                            359                8.125                     0                     0
1906                            359                8.125                     0                     0
1907                            359                8.125                     0                     0
1908                            359                8.125                     0                     0
1909                            359                8.125                     0                     0
1910                            359                8.125                     0                     0
1911                            359                7.625                     0                     0
1912                            359                8.125                     0                     0
1913                            359                    8                     0                     0
1914                            359                 7.75                     0                     0
1915                            359                8.125                     0                     0
1916                            359                  7.5                     0                     0
1917                            359                7.625                     0                     0
1918                            359                7.625                     0                     0
1919                            359                7.375                     0                     0
1920                            359                8.125                     0                     0
1921                            359                8.125                     0                     0
1922                            359                  7.5                     0                     0
1923                            359                  7.5                     0                     0
1924                            359                  7.5                     0                     0
1925                            359                 7.75                     0                     0
1926                            359                  7.5                     0                     0
1927                            359                 7.75                     0                     0
1928                            359                 7.75                     0                     0
1929                            359                 7.75                     0                     0
1930                            359                8.125                     0                     0
1931                            359                8.125                     0                     0
1932                            359                8.125                     0                     0
1933                            359                 7.75                     0                     0
1934                            360                 7.75                     0                     0
1935                            358                7.625                     0                     0
1936                            359                7.375                     0                     0
1937                            359                7.625                     0                     0
1938                            359                7.375                     0                     0
1939                            359                8.125                     0                     0
1940                            359                8.125                     0                     0
1941                            359                7.375                     0                     0
1942                            359                7.275                     0                     0
1943                            358                7.375                     0                     0
1944                            359                7.375                     0                     0
1945                            358                7.375                     0                     0
1946                            359                6.125                     0                     0
1947                            359                  7.5                     0                     0
1948                            359                 7.75                     0                     0
1949                            359                8.125                     0                     0
1950                            359                7.625                     0                     0
1951                            358                  7.5                     0                     0
1952                            358                 5.75                     0                     0
1953                            358                7.625                     0                     0
1954                            358                 7.75                     0                     0
1955                            358                7.625                     0                     0
1956                            359                  7.5                     0                     0
1957                            359                  7.5                     0                     0
1958                            359                8.125                     0                     0
1959                            359                8.125                     0                     0
1960                            359                 7.25                     0                     0
1961                            359                  7.5                     0                     0
1962                            357                7.375                     0                     0
1963                            359                8.125                     0                     0
1964                            359                  7.5                     0                     0
1965                            359                8.125                     0                     0
1966                            359                8.125                     0                     0
1967                            359                8.125                     0                     0
1968                            359                 8.25                     0                     0
1969                            359                6.875                     0                     0
1970                            295                5.875                     0                     0
1971                            298                  7.5                     0                     0
1972                            358                  6.5                     0                     0
1973                            358                  6.5                     0                     0
1974                            358                7.375                     0                     0
1975                            358                  6.5                     0                     0
1976                            358                    7                     0                     0
1977                            358                  7.5                     0                     0
1978                            358                7.375                     0                     0
1979                            358                 7.25                     0                     0
1980                            358                 7.25                     0                     0
1981                            358                 7.25                     0                     0
1982                            358                8.125                     0                     0
1983                            358                7.375                     0                     0
1984                            358                5.875                     0                     0
1985                            358                    6                     0                     0
1986                            358                  6.5                     0                     0
1987                            358                6.375                     0                     0
1988                            358                 7.25                     0                     0
1989                            358                 6.75                     0                     0
1990                            358                6.625                     0                     0
1991                            358                6.375                     0                     0
1992                            358                6.875                     0                     0
1993                            358                 7.75                     0                     0
1994                            358                 6.25                     0                     0
1995                            358                 7.25                     0                     0
1996                            358                    6                     0                     0
1997                            354                5.125                     0                     0
1998                            358                8.125                     0                     0
1999                            358                 5.75                     0                     0
2000                            358                6.375                     0                     0
2001                            358                  5.5                     0                     0
2002                            358                    6                     0                     0
2003                            358                5.875                     0                     0
2004                            358                  6.5                     0                     0
2005                            358                7.375                     0                     0
2006                            358                 7.25                     0                     0
2007                            358                 6.25                     0                     0
2008                            358                  3.5                     0                     0
2009                            358                  6.5                     0                     0
2010                            358                  6.5                     0                     0
2011                            358                    7                     0                     0
2012                            357                    6                     0                     0
2013                            358                6.375                     0                     0
2014                            358                 6.25                     0                     0
2015                            358                 6.25                     0                     0
2016                            358                 6.75                     0                     0
2017                            358                5.375                     0                     0
2018                            358                  6.5                     0                     0
2019                            356                5.625                     0                     0
2020                            358                6.125                     0                     0
2021                            358                6.125                     0                     0
2022                            358                6.375                     0                     0
2023                            358                    6                     0                     0
2024                            358                    6                     0                     0
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2026                            358                6.375                     0                     0
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2029                            357                5.875                     0                     0
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2031                            357                  6.5                     0                     0
2032                            352                7.375                     0                     0
2033                            354                  7.5                     0                     0
2034                            354                  7.5                     0                     0
2035                            354                  7.5                     0                     0
2036                            354                  7.5                     0                     0
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2065                            360                  7.5                     0                     0
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2099                            360                    8                     0                     0
2100                            360                    8                     0                     0
2101                            360                  7.5                     0                     0
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2110                            360                  7.5                     0                     0
2111                            360                  7.5                     0                     0
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2120                            360                  7.5                     0                     0
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2151                            360                    6                     0                     0
2152                            359                  7.5                     0                     0
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2161                            360                7.875                     0                     0
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2166                            360                7.875                     0                     0
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2202                            359                6.375                     0                     0
2203                            359                8.125                     0                     0
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2205                            359                7.625                     0                     0
2206                            360                7.625                     0                     0
2207                            360                8.125                     0                     0
2208                            359                8.125                     0                     0
2209                            360                7.625                     0                     0
2210                            360                7.875                     0                     0
2211                            360                 8.25                     0                     0
2212                            360                  7.5                     0                     0
2213                            360                8.125                     0                     0
2214                            360                7.375                     0                     0
2215                            360                8.125                     0                     0
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2217                            357                  6.5                     0                     0
2218                            360                7.625                     0                     0
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2220                            360                8.375                     0                     0
2221                            359                7.625                     0                     0
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2224                            360                8.125                     0                     0
2225                            360                 7.75                     0                     0
2226                            360                  7.5                     0                     0
2227                            360                7.875                     0                     0
2228                            360                    8                     0                     0
2229                            360                    8                     0                     0
2230                            360                  7.5                     0                     0
2231                            360                7.875                     0                     0
2232                            360                7.875                     0                     0
2233                            360                7.875                     0                     0
2234                            360                    8                     0                     0
2235                            360                  7.5                     0                     0
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2237                            360                8.125                     0                     0
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2239                            360                7.375                     0                     0
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2241                            359                 7.25                     0                     0
2242                            360                7.625                     0                     0
2243                            360                 7.75                     0                     0
2244                            359                  7.5                     0                     0
2245                            360                8.125                     0                     0
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2247                            360                  7.5                     0                     0
2248                            360                    8                     0                     0
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2250                            359                 7.25                     0                     0
2251                            359                  7.5                     0                     0
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2253                            360                8.125                     0                     0
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2259                            360                7.375                     0                     0
2260                            360                8.125                     0                     0
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2262                            360                    8                     0                     0
2263                            359                 7.25                     0                     0
2264                            359                  7.5                     0                     0
2265                            359                    8                     0                     0
2266                            360                7.625                     0                     0
2267                            359                8.125                     0                     0
2268                            359                7.375                     0                     0
2269                            359                  7.5                     0                     0
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3918                            359                 7.75                     0                     0
3919                            356                    8                     0                     0
3920                            359                  7.5                     0                     0
3921                            359                  7.5                     0                     0
3922                            359                8.125                     0                     0
3923                            359                8.125                     0                     0
3924                            360                7.375                     0                     0
3925                            360                  7.5                     0                     0
3926                            359                 7.75                     0                     0
3927                            359                 7.75                     0                     0
3928                            359                8.125                     0                     0
3929                            360                7.875                     0                     0
3930                            360                 8.25                     0                     0
3931                            360                8.125                     0                     0
3932                            360                 7.75                     0                     0
3933                            360                 7.25                     0                     0
3934                            360                    8                     0                     0
3935                            360                 7.25                     0                     0
3936                            360                  7.5                     0                     0
3937                            360                7.375                     0                     0
3938                            359                7.625                     0                     0
3939                            360                7.375                     0                     0
3940                            360                8.125                     0                     0
3941                            360                  7.5                     0                     0
3942                            360                5.875                     0                     0
3943                            360                    8                     0                     0
3944                            359                7.625                     0                     0
3945                            359                8.125                     0                     0
3946                            360                8.125                     0                     0
3947                            359                7.375                     0                     0
3948                            360                8.125                     0                     0
3949                            359                 7.25                     0                     0
3950                            360                7.875                     0                     0
3951                            360                  7.5                     0                     0
3952                            360                  7.5                     0                     0
3953                            360                8.125                     0                     0
3954                            360                8.125                     0                     0
3955                            360                8.125                     0                     0
3956                            359                7.375                     0                     0
3957                            359                8.125                     0                     0
3958                            359                 7.25                     0                     0
3959                            359                  7.5                     0                     0
3960                            359                7.875                     0                     0
3961                            360                 7.25                     0                     0
3962                            359                    8                     0                     0
3963                            359                 7.25                     0                     0
3964                            359                 7.75                     0                     0
3965                            359                7.625                     0                     0
3966                            359                  7.5                     0                     0
3967                            359                7.625                     0                     0
3968                            359                8.125                     0                     0
3969                            360                7.375                     0                     0
3970                            359                 7.75                     0                     0
3971                            359                7.375                     0                     0
3972                            358                  7.5                     0                     0
3973                            359                7.875                     0                     0
3974                            359                 7.75                     0                     0
3975                            359                  7.5                     0                     0
3976                            359                7.625                     0                     0
3977                            359                7.625                     0                     0
3978                            359                7.375                     0                     0
3979                            359                7.375                     0                     0
3980                            359                    8                     0                     0
3981                            359                    8                     0                     0
3982                            359                7.875                     0                     0
3983                            360                  6.5                     0                     0
3984                            359                8.125                     0                     0
3985                            359                7.875                     0                     0
3986                            359                8.125                     0                     0
3987                            359                7.375                     0                     0
3988                            359                8.125                     0                     0
3989                            359                 7.75                     0                     0
3990                            359                7.375                     0                     0
3991                            359                7.875                     0                     0
3992                            359                7.625                     0                     0
3993                            359                  7.5                     0                     0
3994                            358                7.375                     0                     0
3995                            359                  7.5                     0                     0
3996                            359                8.125                     0                     0
3997                            358                7.375                     0                     0
3998                            359                7.625                     0                     0
3999                            359                7.375                     0                     0
4000                            360                 7.75                     0                     0
4001                            359                7.375                     0                     0
4002                            359                 7.25                     0                     0
4003                            359                    8                     0                     0
4004                            360                7.375                     0                     0
4005                            360                    8                     0                     0
4006                            360                8.125                     0                     0
4007                            360                8.125                     0                     0
4008                            359                7.375                     0                     0
4009                            359                7.375                     0                     0
4010                            359                    8                     0                     0
4011                            359                 7.75                     0                     0
4012                            359                 7.75                     0                     0
4013                            358                7.375                     0                     0
4014                            358                7.625                     0                     0
4015                            359                8.125                     0                     0
4016                            359                7.375                     0                     0
4017                            358                7.375                     0                     0
4018                            358                    6                     0                     0
4019                            360                7.375                     0                     0
4020                            359                8.125                     0                     0
4021                            353                 7.75                     0                     0
4022                            358                6.375                     0                     0
4023                            357                  5.5                     0                     0
4024                            356                    7                     0                     0
4025                            358                6.625                     0                     0
4026                            356                6.625                     0                     0
4027                            357                  6.5                     0                     0
4028                            356                 6.75                     0                     0
4029                            358                    7                     0                     0
4030                            358                6.625                     0                     0
4031                            357                  7.5                     0                     0
4032                            357                    6                     0                     0
4033                            356                 6.25                     0                     0
4034                            358                6.625                     0                     0
4035                            358                6.625                     0                     0
4036                            357                6.625                     0                     0
4037                            354                 7.25                     0                     0
4038                            348                  5.5                     0                     0
4039                            357                 6.25                     0                     0
4040                            357                  6.5                     0                     0
4041                            358                 6.25                     0                     0
4042                            358                 6.25                     0                     0
4043                            358                 7.25                     0                     0
4044                            357                6.375                     0                     0
4045                            358                  6.5                     0                     0
4046                            357                  6.5                     0                     0
4047                            357                  6.5                     0                     0
4048                            358                6.375                     0                     0
4049                            358                 6.25                     0                     0
4050                            357                6.625                     0                     0
4051                            358                  6.5                     0                     0
4052                            358                 6.25                     0                     0
4053                            358                  6.5                     0                     0
4054                            358                  6.5                     0                     0
4055                            357                6.375                     0                     0
4056                            358                6.875                     0                     0
4057                            357                 7.25                     0                     0
4058                            353                    6                     0                     0
4059                            358                  6.5                     0                     0
4060                            358                  7.5                     0                     0
4061                            357                 6.75                     0                     0
4062                            358                6.625                     0                     0
4063                            354                    6                     0                     0
4064                            353                6.125                     0                     0
4065                            349                 5.25                     0                     0
4066                            358                6.125                     0                     0
4067                            357                  6.5                     0                     0
4068                            358                    6                     0                     0
4069                            358                6.125                     0                     0
4070                            358                 6.75                     0                     0
4071                            357                  7.5                     0                     0
4072                            354                5.875                     0                     0
4073                            356                 5.75                     0                     0
4074                            356                  6.5                     0                     0
4075                            354                6.125                     0                     0
4076                            351                    6                     0                     0
4077                            358                 7.75                     0                     0
4078                            358                6.375                     0                     0
4079                            357                 6.25                     0                     0
4080                            358                6.625                     0                     0
4081                            358                    6                     0                     0
4082                            358                6.125                     0                     0
4083                            358                6.625                     0                     0
4084                            353                5.625                     0                     0
4085                            358                7.375                     0                     0
4086                            355                 7.75                     0                     0
4087                            358                 7.75                     0                     0
4088                            358                    6                     0                     0
4089                            260                3.125                     0                     0
4090                            293                 5.25                     0                     0
4091                            295                6.125                     0                     0
4092                            359                 7.25                     0                     0
4093                            360                 7.25                     0                     0
4094                            359                  7.5                     0                     0
4095                            359                 7.25                     0                     0
4096                            360                7.375                     0                     0
4097                            359                  7.5                     0                     0
4098                            359                 7.75                     0                     0
4099                            359                 7.25                     0                     0
4100                            359                 7.25                     0                     0
4101                            359                7.875                     0                     0
4102                            360                  7.5                     0                     0
4103                            360                7.375                     0                     0
4104                            360                7.375                     0                     0
4105                            360                7.375                     0                     0
4106                            358                  6.5                     0                     0
4107                            359                  7.5                     0                     0
4108                            357                 6.25                     0                     0
4109                            358                7.125                     0                     0
4110                            357                    8                     0                     0
4111                            357                 7.25                     0                     0
4112                            355                 7.75                     0                     0
4113                            360                7.375                     0                     0
4114                            360                7.375                     0                     0
4115                            360                 7.75                     0                     0
4116                            360                7.625                     0                     0
4117                            360                7.875                     0                     0
4118                            360                7.375                     0                     0
4119                            360                8.125                     0                     0
4120                            360                7.625                     0                     0
4121                            360                    8                     0                     0
4122                            360                  7.5                     0                     0
4123                            360                7.625                     0                     0
4124                            360                7.375                     0                     0
4125                            360                8.125                     0                     0
4126                            360                7.375                     0                     0
4127                            360                7.375                     0                     0
4128                            360                  7.5                     0                     0
4129                            360                    8                     0                     0
4130                            360                8.125                     0                     0
4131                            360                7.375                     0                     0
4132                            360                7.875                     0                     0
4133                            360                7.375                     0                     0
4134                            360                    8                     0                     0
4135                            360                6.625                     0                     0
4136                            360                  7.5                     0                     0
4137                            360                7.375                     0                     0
4138                            360                 8.25                     0                     0
4139                            360                  8.5                     0                     0
4140                            360                8.125                     0                     0
4141                            360                7.875                     0                     0
4142                            360                 7.75                     0                     0
4143                            360                 7.75                     0                     0
4144                            359                 7.75                     0                     0
4145                            360                7.625                     0                     0
4146                            360                  7.5                     0                     0
4147                            360                7.625                     0                     0
4148                            359                  7.5                     0                     0
4149                            359                7.375                     0                     0
4150                            359                8.125                     0                     0
4151                            359                 6.75                     0                     0
4152                            360                 7.25                     0                     0
4153                            359                  7.5                     0                     0
4154                            358                7.625                     0                     0
4155                            359                 7.75                     0                     0
4156                            358                7.125                     0                     0
4157                            358                  7.5                     0                     0
4158                            358                7.125                     0                     0
4159                            359                7.625                     0                     0
4160                            359                    8                     0                     0
4161                            359                    8                     0                     0
4162                            359                7.625                     0                     0
4163                            359                7.875                     0                     0
4164                            359                  7.5                     0                     0
4165                            359                7.875                     0                     0
4166                            359                  7.5                     0                     0
4167                            358                7.625                     0                     0
4168                            359                8.125                     0                     0
4169                            359                7.625                     0                     0
4170                            359                8.125                     0                     0
4171                            359                 7.25                     0                     0
4172                            360                8.125                     0                     0
4173                            360                8.125                     0                     0
4174                            359                  7.5                     0                     0
4175                            359                8.125                     0                     0
4176                            359                8.125                     0                     0
4177                            359                 7.25                     0                     0
4178                            358                 7.75                     0                     0
4179                            359                 7.25                     0                     0
4180                            359                 7.25                     0                     0
4181                            359                7.375                     0                     0
4182                            359                7.625                     0                     0
4183                            360                    8                     0                     0
4184                            359                7.625                     0                     0
4185                            359                 8.25                     0                     0
4186                            359                  7.5                     0                     0
4187                            359                 7.25                     0                     0
4188                            359                    8                     0                     0
4189                            359                7.625                     0                     0
4190                            359                8.125                     0                     0
4191                            359                8.125                     0                     0
4192                            359                  7.5                     0                     0
4193                            359                 7.75                     0                     0
4194                            360                8.125                     0                     0
4195                            359                8.125                     0                     0
4196                            359                  7.5                     0                     0
4197                            359                 7.75                     0                     0
4198                            360                  7.5                     0                     0
4199                            360                  7.5                     0                     0
4200                            359                7.875                     0                     0
4201                            359                7.375                     0                     0
4202                            359                7.625                     0                     0
4203                            359                8.125                     0                     0
4204                            359                  7.5                     0                     0
4205                            359                7.625                     0                     0
4206                            359                7.625                     0                     0
4207                            359                8.125                     0                     0
4208                            359                    8                     0                     0
4209                            359                8.125                     0                     0
4210                            358                  7.5                     0                     0
4211                            358                  7.5                     0                     0
4212                            359                7.125                     0                     0
4213                            360                  6.5                     0                     0
4214                            359                 7.25                     0                     0
4215                            359                7.625                     0                     0
4216                            359                  7.5                     0                     0
4217                            359                7.875                     0                     0
4218                            359                  7.5                     0                     0
4219                            359                 7.75                     0                     0
4220                            359                8.125                     0                     0
4221                            359                8.125                     0                     0
4222                            359                7.875                     0                     0
4223                            359                    7                     0                     0
4224                            359                7.875                     0                     0
4225                            359                7.625                     0                     0
4226                            359                8.125                     0                     0
4227                            359                7.375                     0                     0
4228                            359                7.875                     0                     0
4229                            358                 7.25                     0                     0
4230                            359                7.875                     0                     0
4231                            359                7.875                     0                     0
4232                            359                7.625                     0                     0
4233                            359                 7.75                     0                     0
4234                            359                  7.5                     0                     0
4235                            359                8.125                     0                     0
4236                            359                8.125                     0                     0
4237                            359                 7.25                     0                     0
4238                            359                7.625                     0                     0
4239                            360                 7.75                     0                     0
4240                            359                8.125                     0                     0
4241                            360                8.125                     0                     0
4242                            359                  7.5                     0                     0
4243                            359                8.125                     0                     0
4244                            359                 7.75                     0                     0
4245                            359                    8                     0                     0
4246                            359                7.625                     0                     0
4247                            359                    8                     0                     0
4248                            359                8.125                     0                     0
4249                            359                 7.25                     0                     0
4250                            360                8.125                     0                     0
4251                            360                8.125                     0                     0
4252                            358                  7.5                     0                     0
4253                            358                    6                     0                     0
4254                            359                8.125                     0                     0
4255                            359                 7.25                     0                     0
4256                            360                8.125                     0                     0
4257                            359                    8                     0                     0
4258                            360                8.125                     0                     0
4259                            359                  7.5                     0                     0
4260                            359                7.625                     0                     0
4261                            359                7.625                     0                     0
4262                            360                7.375                     0                     0
4263                            360                  7.5                     0                     0
4264                            359                 7.25                     0                     0
4265                            360                 7.25                     0                     0
4266                            360                    8                     0                     0
4267                            360                7.625                     0                     0
4268                            360                 6.25                     0                     0
4269                            360                7.875                     0                     0
4270                            360                7.875                     0                     0
4271                            360                    7                     0                     0
4272                            360                7.625                     0                     0
4273                            360                7.625                     0                     0
4274                            359                7.625                     0                     0
4275                            359                8.125                     0                     0
4276                            360                  7.5                     0                     0
4277                            360                  7.5                     0                     0
4278                            360                  7.5                     0                     0
4279                            360                 8.25                     0                     0
4280                            360                7.875                     0                     0
4281                            360                6.875                     0                     0
4282                            360                7.375                     0                     0
4283                            359                8.125                     0                     0
4284                            360                 7.25                     0                     0
4285                            360                7.375                     0                     0
4286                            359                7.625                     0                     0
4287                            360                8.125                     0                     0
4288                            359                 7.75                     0                     0
4289                            359                  7.5                     0                     0
4290                            359                 7.75                     0                     0
4291                            359                  7.5                     0                     0
4292                            359                8.125                     0                     0
4293                            359                7.625                     0                     0
4294                            359                7.875                     0                     0
4295                            359                 7.25                     0                     0
4296                            359                 7.25                     0                     0
4297                            359                 7.25                     0                     0
4298                            359                7.625                     0                     0
4299                            360                  7.5                     0                     0
4300                            359                7.625                     0                     0
4301                            359                 7.25                     0                     0
4302                            360                  7.5                     0                     0
4303                            360                8.125                     0                     0
4304                            359                7.625                     0                     0
4305                            359                7.875                     0                     0
4306                            359                8.125                     0                     0
4307                            359                    8                     0                     0
4308                            359                  7.5                     0                     0
4309                            360                7.375                     0                     0
4310                            360                  7.5                     0                     0
4311                            360                    8                     0                     0
4312                            360                8.125                     0                     0
4313                            360                  7.5                     0                     0
4314                            360                 7.25                     0                     0
4315                            359                 7.25                     0                     0
4316                            360                7.625                     0                     0
4317                            360                  7.5                     0                     0
4318                            359                8.125                     0                     0
4319                            359                8.125                     0                     0
4320                            359                7.375                     0                     0
4321                            360                7.375                     0                     0
4322                            359                 7.75                     0                     0
4323                            359                    8                     0                     0
4324                            360                7.625                     0                     0
4325                            359                7.625                     0                     0
4326                            359                8.125                     0                     0
4327                            359                8.125                     0                     0
4328                            359                7.375                     0                     0
4329                            360                  7.5                     0                     0
4330                            360                7.625                     0                     0
4331                            360                 8.75                     0                     0
4332                            359                7.625                     0                     0
4333                            359                7.375                     0                     0
4334                            359                 7.25                     0                     0
4335                            359                8.125                     0                     0
4336                            359                8.125                     0                     0
4337                            359                 7.25                     0                     0
4338                            360                8.125                     0                     0
4339                            359                8.125                     0                     0
4340                            359                7.625                     0                     0
4341                            359                 7.25                     0                     0
4342                            359                5.875                     0                     0
4343                            359                  7.5                     0                     0
4344                            359                 7.25                     0                     0
4345                            359                  6.5                     0                     0
4346                            359                 7.75                     0                     0
4347                            359                 7.25                     0                     0
4348                            359                8.125                     0                     0
4349                            359                7.375                     0                     0
4350                            359                 8.25                     0                     0
4351                            359                7.625                     0                     0
4352                            359                  7.5                     0                     0
4353                            359                7.625                     0                     0
4354                            359                  7.5                     0                     0
4355                            359                8.125                     0                     0
4356                            359                  7.5                     0                     0
4357                            359                7.875                     0                     0
4358                            359                 7.75                     0                     0
4359                            359                7.875                     0                     0
4360                            359                 7.75                     0                     0
4361                            359                8.125                     0                     0
4362                            359                 7.25                     0                     0
4363                            359                 7.25                     0                     0
4364                            359                7.625                     0                     0
4365                            359                 7.75                     0                     0
4366                            359                 7.25                     0                     0
4367                            359                7.375                     0                     0
4368                            359                8.125                     0                     0
4369                            359                 7.75                     0                     0
4370                            359                  7.5                     0                     0
4371                            359                    8                     0                     0
4372                            359                 7.75                     0                     0
4373                            359                 7.75                     0                     0
4374                            359                7.625                     0                     0
4375                            359                7.375                     0                     0
4376                            359                 7.25                     0                     0
4377                            359                  7.5                     0                     0
4378                            359                8.125                     0                     0
4379                            359                  7.5                     0                     0
4380                            359                7.375                     0                     0
4381                            359                 7.75                     0                     0
4382                            360                 7.25                     0                     0
4383                            360                7.375                     0                     0
4384                            359                8.125                     0                     0
4385                            359                 6.25                     0                     0
4386                            360                  7.5                     0                     0
4387                            359                  7.5                     0                     0
4388                            359                 8.25                     0                     0
4389                            359                 8.25                     0                     0
4390                            360                 8.25                     0                     0
4391                            360                  7.5                     0                     0
4392                            359                 8.25                     0                     0
4393                            359                 7.75                     0                     0
4394                            359                 7.75                     0                     0
4395                            359                8.125                     0                     0
4396                            359                7.875                     0                     0
4397                            359                7.625                     0                     0
4398                            358                    8                     0                     0
4399                            358                  7.5                     0                     0
4400                            359                 7.25                     0                     0
4401                            359                 7.25                     0                     0
4402                            359                7.375                     0                     0
4403                            359                7.375                     0                     0
4404                            359                7.125                     0                     0
4405                            359                 7.25                     0                     0
4406                            359                7.375                     0                     0
4407                            359                    8                     0                     0
4408                            359                7.375                     0                     0
4409                            359                    8                     0                     0
4410                            359                  7.5                     0                     0
4411                            359                    8                     0                     0
4412                            359                 6.25                     0                     0
4413                            359                    8                     0                     0
4414                            359                 7.75                     0                     0
4415                            360                8.125                     0                     0
4416                            359                  7.5                     0                     0
4417                            359                 7.25                     0                     0
4418                            359                8.125                     0                     0
4419                            359                    8                     0                     0
4420                            359                  7.5                     0                     0
4421                            359                7.875                     0                     0
4422                            359                    8                     0                     0
4423                            359                8.125                     0                     0
4424                            359                  7.5                     0                     0
4425                            359                8.125                     0                     0
4426                            359                8.125                     0                     0
4427                            359                  7.5                     0                     0
4428                            359                8.125                     0                     0
4429                            359                7.375                     0                     0
4430                            359                8.125                     0                     0
4431                            359                7.875                     0                     0
4432                            359                8.125                     0                     0
4433                            359                7.625                     0                     0
4434                            358                 6.25                     0                     0
4435                            358                6.625                     0                     0
4436                            350                 6.75                     0                     0
4437                            360                 7.75                     0                     0
4438                            358                 6.25                     0                     0
4439                            359                8.125                     0                     0
                                358                7.247                 0.000                 0.000



                           SERV_FEE    CURRENT_GROSS  CITY1                      STATE
                                                 COUPON

____________________________________________________________________________________________
1                             0.375                 7.75 Atlanta                       GA
2                             0.375                    8 Prescott                      AZ
3                             0.375                7.875 DESERT HOT SPRINGS            CA
4                             0.375                 7.75 PORT SAINT LUCIE              FL
5                             0.375                    8 FREDERICK                     CO
6                             0.375                7.875 APOLLO BEACH                  FL
7                             0.375                7.875 BONITA SPRINGS                FL
8                             0.375                7.875 JACKSON                       MS
9                             0.375                 6.75 PATERSON                      NJ
10                            0.375                 6.75 LIVINGSTON                    NJ
11                            0.375                6.625 Fort Myers                    FL
12                            0.375                  7.5 Phoenix                       AZ
13                            0.375                 7.75 Arizona City                  AZ
14                            0.375                8.375 Glendale                      CA
15                             0.25                 7.75 Corona                        CA
16                            0.375                  6.5 Bothell                       WA
17                            0.375                    7 Granada Hills                 CA
18                            0.375                 6.75 Fullerton                     CA
19                            0.375                6.625 Sunrise Beach                 MO
20                            0.375                6.125 Brick                         NJ
21                             0.25                 8.25 Bothell                       WA
22                             0.25                6.375 Burbank                       CA
23                            0.375                6.375 New City                      NY
24                             0.25                  7.5 San Jose                      CA
25                             0.25                7.625 Wentzville                    MO
26                             0.25                 7.75 Chicago                       IL
27                            0.375                    8 Alexandria                    VA
28                            0.375                7.625 Houston                       TX
29                            0.375                7.625 Somerset                      NJ
30                             0.25                 6.75 CHARLOTTE                     NC
31                            0.375                8.375 Saint Louis                   MO
32                            0.375                7.625 DUCK CREEK VILLAGE            UT
33                            0.375                  6.5 Uniontown                     OH
34                            0.375                    8 Rancho Cordova                CA
35                            0.375                 7.75 TAMPA                         FL
36                            0.375                    7 TAMPA                         FL
37                            0.375                6.625 Washington                    DC
38                            0.375                  8.5 Union                         NJ
39                            0.375                8.125 Cranston                      RI
40                            0.375                7.625 Porterville                   CA
41                            0.375                  8.5 BOSTON                        MA
42                            0.375                6.625 Madera                        CA
43                            0.375                 8.25 Oakland                       CA
44                            0.375                 8.25 N LAS VEGAS                   NV
45                            0.375                7.125 CAMARILLO                     CA
46                            0.375                7.625 SAN CLEMENTE                  CA
47                            0.375                6.125 BURBANK                       CA
48                            0.375                6.125 LA HABRA                      CA
49                            0.375                    6 BERMUDA DUNES                 CA
50                            0.375                7.625 Hiram                         GA
51                            0.375                    8 Hyattsville                   MD
52                            0.375                7.875 STOCKTON                      CA
53                            0.375                8.125 FAIRFAX                       VA
54                            0.375                 8.25 Manassas                      VA
55                            0.375                 7.75 Annandale                     VA
56                            0.375                8.125 FORT WORTH                    TX
57                            0.375                7.875 LOUISVILLE                    KY
58                            0.375                  8.5 Eagle River                   WI
59                            0.375                 8.25 PHOENIX                       AZ
60                            0.375                 6.75 Huber Heights                 OH
61                             0.25                7.625 WILDWOOD                      NJ
62                             0.25                  7.5 CORONA                        CA
63                             0.25                  7.5 LOS ANGELES                   CA
64                             0.25                 8.25 NEWPORT BEACH                 CA
65                             0.25                 7.75 DENVER                        CO
66                             0.25                7.625 LOS ALTOS                     CA
67                             0.25                    8 CASTLE ROCK                   CO
68                             0.25                 7.75 LOS ANGELES                   CA
69                             0.25                    8 LONG BEACH                    NY
70                             0.25                 7.75 BEVERLY HILLS                 CA
71                             0.25                7.625 NEW YORK                      NY
72                             0.25                  7.5 CAMARILLO                     CA
73                             0.25                 7.75 SAN JOSE                      CA
74                            0.375                6.625 DIAMONDHEAD                   MS
75                            0.375                 7.25 WHEATON                       IL
76                            0.375                 7.25 DIMONDALE                     MI
77                            0.375                 7.25 HAMMONTON                     NJ
78                            0.375                 7.25 SACRAMENTO                    CA
79                            0.375                 3.99 LAFAYETTE                     NJ
80                            0.375                 3.99 HARDYSTON                     NJ
81                            0.375                 3.99 MANSFIELD                     NJ
82                            0.375                 3.99 LAKE WALES                    FL
83                            0.375                 3.99 DAVIDSONVILLE                 MD
84                            0.375                 3.99 PHOENIX                       AZ
85                            0.375                 3.99 BIRMINGHAM                    AL
86                             0.25                 7.25 OAK ISLAND                    NC
87                             0.25                6.625 IRVINE                        CA
88                             0.25                6.375 BEDFORD                       NY
89                             0.25                 7.25 LAKEWOOD                      CA
90                             0.25                5.875 NEWPORT BEACH                 CA
91                            0.375                  7.5 Minneapolis                   MN
92                            0.375                7.875 CHICAGO                       IL
93                            0.375                  8.5 CROWN POINT                   IN
94                            0.375                  8.5 San Luis                      AZ
95                            0.375                  8.5 Tucson                        AZ
96                            0.375                7.875 Suwanee                       GA
97                            0.375                7.875 Chesapeake                    VA
98                            0.375                  8.5 TACOMA                        WA
99                            0.375                6.625 Centennial                    CO
100                           0.375                 8.25 San Antonio                   TX
101                           0.375                8.375 Riverdale                     GA
102                           0.375                  8.5 Brooklyn                      MD
103                           0.375                 7.75 AUGUSTA                       GA
104                           0.375                7.875 Chantilly                     VA
105                            0.25                 6.75 Fernley                       NV
106                           0.375                6.875 Beaumont                      CA
107                           0.375                6.875 Beaumont                      CA
108                           0.375                6.625 East Longmeadow               MA
109                           0.375                  7.5 RANCHO CUCAMONGA              CA
110                            0.25                  6.5 LAKEWOOD                      IL
111                            0.25                    6 HENDERSON                     NV
112                            0.25                 6.25 SANTA BARBARA                 CA
113                            0.25                 6.75 LADERA RANCH                  CA
114                            0.25                6.375 MIAMI                         FL
115                            0.25                 6.75 ELK GROVE                     CA
116                            0.25                6.875 WEST NEW YORK                 NJ
117                            0.25                    6 CHULA VISTA                   CA
118                            0.25                5.375 EDWARDS                       CO
119                            0.25                 6.25 SAN RAMON                     CA
120                            0.25                6.625 HAYWARD                       CA
121                            0.25                6.625 ESCONDIDO                     CA
122                            0.25                 6.75 SAN JOSE                      CA
123                            0.25                6.875 OAKLAND                       CA
124                            0.25                5.875 COSTA MESA                    CA
125                            0.25                 6.25 SAN JOSE                      CA
126                            0.25                7.125 ANAHEIM                       CA
127                            0.25                6.875 WINDERMERE                    FL
128                            0.25                    7 HOLMDEL                       NJ
129                            0.25                    6 LAKESIDE                      CA
130                            0.25                7.125 GLENDALE                      CA
131                            0.25                 6.75 CANYON COUNTRY                CA
132                            0.25                 6.75 TEMECULA                      CA
133                            0.25                6.375 NEW SMYRNA BEACH              FL
134                            0.25                7.125 PLYMOUTH                      MN
135                            0.25                  6.5 MORGAN HILL                   CA
136                            0.25                    7 BURBANK                       CA
137                            0.25                  6.5 LA CANADA                     CA
138                            0.25                6.625 CAMARILLO                     CA
139                            0.25                    6 NEWPORT COAST                 CA
140                            0.25                  7.5 LAS VEGAS                     NV
141                            0.25                    7 OCEANSIDE                     CA
142                            0.25                6.875 THOUSAND OAKS                 CA
143                           0.375                 7.75 Phoenixville                  PA
144                           0.375                 6.75 Manteca                       CA
145                           0.375                    8 Oakley                        CA
146                           0.375                8.375 SAINT LOUIS                   MO
147                           0.375                7.875 Seattle                       WA
148                           0.375                 8.25 Kingman                       AZ
149                           0.375                  8.5 San Antonio                   TX
150                           0.375                  8.5 Topeka                        KS
151                           0.375                 8.25 Atlanta                       GA
152                           0.375                 8.25 GOODYEAR                      AZ
153                           0.375                8.875 SPRING                        TX
154                           0.375                 8.25 SAVOY                         IL
155                           0.375                8.375 Fair Oaks                     CA
156                           0.375                  8.5 Vero Beach                    FL
157                           0.375                  8.5 UNION                         KY
158                           0.375                7.375 LAKE ELSINORE                 CA
159                           0.375                7.875 FLORENCE                      AZ
160                           0.375                 7.75 Ellenwood                     GA
161                           0.375                7.875 Luzerne                       PA
162                           0.375                    8 NO PORT                       FL
163                           0.375                  8.5 OAKLAND                       CA
164                           0.375                  8.5 FOUNTAIN                      CO
165                           0.375                  8.5 LORTON                        VA
166                           0.375                 7.75 Queen Creek                   AZ
167                           0.375                8.125 Hudson                        FL
168                           0.375                 8.25 Lawrenceville                 GA
169                           0.375                 7.75 MINNEAPOLIS                   MN
170                           0.375                    8 SAN DIEGO                     CA
171                           0.375                8.375 Grand Junction                CO
172                           0.375                7.625 Las Vegas                     NV
173                           0.375                8.625 BIRMINGHAM                    AL
174                           0.375                  8.5 PLANO                         TX
175                           0.375                7.625 Hastings                      MI
176                           0.375                 8.25 ALEXANDRIA                    VA
177                           0.375                 6.75 Bella Vista                   CA
178                           0.375                 8.75 Trinity                       FL
179                           0.375                    8 Decatur                       GA
180                           0.375                  8.5 COATESVILLE                   PA
181                           0.375                  8.5 Edinburg                      TX
182                           0.375                7.875 Tampa                         FL
183                           0.375                 8.25 Round Rock                    TX
184                           0.375                8.375 Leander                       TX
185                           0.375                7.875 Aurora                        IL
186                           0.375                    8 Dallas                        TX
187                           0.375                 8.25 Valdosta                      GA
188                           0.375                 8.25 Los Angeles                   CA
189                           0.375                8.625 Goodlettsville                TN
190                           0.375                  8.5 Charlotte                     NC
191                           0.375                 6.25 GILBERT                       AZ
192                           0.375                7.875 Bayville                      NJ
193                           0.375                7.875 Acworth                       GA
194                           0.375                  8.5 New Orleans                   LA
195                           0.375                 7.75 Coeur D Alene                 ID
196                           0.375                7.625 OGDEN                         UT
197                           0.375                7.625 RIVERSIDE                     CA
198                           0.375                    6 OREGON                        OH
199                           0.375                7.125 ATLANTA                       GA
200                           0.375                7.875 FORT WORTH                    TX
201                           0.375                7.875 LAS VEGAS                     NV
202                           0.375                7.875 RIVERDALE                     GA
203                           0.375                7.875 SPRINGFIELD                   VA
204                           0.375                7.875 ATLANTA                       GA
205                           0.375                 6.75 SURPRISE                      AZ
206                           0.375                 6.25 ELK GROVE                     CA
207                           0.375                8.375 FRUIT HEIGHTS                 UT
208                           0.375                    7 STAFFORD                      VA
209                           0.375                 6.75 PERRIS                        CA
210                           0.375                 7.75 TUCSON                        AZ
211                           0.375                 7.75 LEESBURG                      VA
212                           0.375                6.875 QUEEN CREEK                   AZ
213                           0.375                  6.5 BRISTOW                       VA
214                           0.375                    6 HENDERSON                     NV
215                           0.375                8.375 SURPRISE                      AZ
216                           0.375                7.875 CASTLE ROCK                   CO
217                           0.375                3.875 NAPERVILLE                    IL
218                           0.375                6.625 ELK GROVE                     CA
219                           0.375                    7 STOCKTON                      CA
220                           0.375                3.875 LAVEEN                        AZ
221                           0.375                3.875 TOLLESON                      AZ
222                            0.25                    6 ANAHEIM                       CA
223                            0.25                6.875 LAKESIDE                      CA
224                            0.25                6.875 LAKEWOOD                      CA
225                            0.25                7.375 LOS ANGELES                   CA
226                            0.25                 7.25 OXNARD                        CA
227                            0.25                6.375 LIVERMORE                     CA
228                            0.25                  7.5 LOS ANGELES                   CA
229                            0.25                 7.75 WOODLAND HILLS AREA           CA
230                            0.25                7.375 LOS ANGELES                   CA
231                            0.25                    6 SANTA CLARITA VALENCIA AR     CA
232                            0.25                6.375 CARMEL                        CA
233                            0.25                6.875 GREENWICH                     CT
234                            0.25                6.125 EMERYVILLE                    CA
235                            0.25                6.875 SUNLAND                       CA
236                           0.375                7.625 Santa Ana                     CA
237                           0.375                7.625 Santa Ana                     CA
238                           0.375                8.125 Asbury Park                   NJ
239                           0.375                7.625 Winchester                    VA
240                           0.375                  8.5 Atlanta                       GA
241                           0.375                 7.75 Washington                    DC
242                           0.375                8.375 DENVER                        CO
243                           0.375                    8 GLENDALE                      AZ
244                           0.375                    8 Carpentersville               IL
245                           0.375                  8.5 BLOOMINGTON                   MN
246                           0.375                8.375 ATWATER                       CA
247                           0.375                7.875 Annandale                     VA
248                           0.375                7.875 Las Vegas                     NV
249                           0.375                  8.5 Houston                       TX
250                           0.375                  8.5 SIMPSONVILLE                  SC
251                           0.375                8.375 Scottsdale                    AZ
252                           0.375                  8.5 WILLIAMSTON                   SC
253                           0.375                  8.5 SIMPSONVILLE                  SC
254                           0.375                  8.5 SANIBEL                       FL
255                           0.375                  8.5 Belleville                    MI
256                           0.375                  8.5 PHOENIX                       AZ
257                           0.375                 8.25 Tucson                        AZ
258                           0.375                8.625 SEATTLE                       WA
259                           0.375                 7.75 GOODYEAR                      AZ
260                           0.375                 8.25 RIO RANCHO                    GA
261                           0.375                  8.5 Opa Locka                     FL
262                           0.375                7.875 BALTIMORE                     MD
263                           0.375                  8.5 Del Valle                     TX
264                           0.375                8.125 Laveen                        AZ
265                           0.375                8.375 Jupiter                       FL
266                           0.375                 8.25 QUEEN CREEK                   AZ
267                           0.375                7.875 Rockville                     MD
268                           0.375                 7.75 Brashear                      TX
269                           0.375                7.875 LUCKETTS                      VA
270                           0.375                  8.5 FORT WORTH                    TX
271                           0.375                  8.5 FORT WORTH                    TX
272                           0.375                  8.5 FORT WORTH                    TX
273                           0.375                  8.5 FORT WORTH                    TX
274                           0.375                  8.5 FORT WORTH                    TX
275                           0.375                6.625 DOWNEY                        CA
276                           0.375                  8.5 MINNEAPOLIS                   MN
277                           0.375                  8.5 FORT WORTH                    TX
278                           0.375                  8.5 FORT WORTH                    TX
279                           0.375                    8 GLENDALE                      AZ
280                           0.375                8.375 SHREWSBURY                    PA
281                           0.375                  8.5 GUTHRIE                       OK
282                           0.375                  6.5 Boca Raton                    FL
283                           0.375                 8.25 Henderson                     NV
284                           0.375                 7.75 Excelsior Springs             MO
285                           0.375                 6.75 MESA                          AZ
286                           0.375                8.125 Perris                        CA
287                           0.375                    8 ELMONTE                       CA
288                           0.375                 8.25 Milwaukee                     WI
289                           0.375                 7.75 WOODBRIDGE                    VA
290                           0.375                7.875 SEABROOK                      TX
291                           0.375                  8.5 Houston                       TX
292                           0.375                8.125 BALTIMORE                     MD
293                           0.375                  8.5 STONE MOUNTAIN                GA
294                           0.375                7.875 ACWORTH                       GA
295                           0.375                7.875 LOUISVILLE                    KY
296                           0.375                8.125 DENTON                        TX
297                           0.375                 7.75 LITHONIA                      GA
298                           0.375                8.375 Woodstock                     GA
299                           0.375                8.375 Peoria                        AZ
300                           0.375                    8 DALLAS                        TX
301                           0.375                  8.5 FORT MYERS                    FL
302                           0.375                  8.5 PLAINFIELD                    IN
303                           0.375                    8 JACKSONVILLE                  FL
304                           0.375                 8.25 CAPITOL HGTS                  MD
305                           0.375                    8 BROOKEVILLE                   MD
306                           0.375                 7.75 HAVERSTRAW                    NY
307                           0.375                8.375 Billings                      MT
308                           0.375                7.875 SAINT SIMONS ISLAND           GA
309                           0.375                8.375 Oxon Hill                     MD
310                           0.375                8.125 Scottsdale                    AZ
311                           0.375                  8.5 Kissimmee                     FL
312                           0.375                  8.5 Philadelphia                  PA
313                           0.375                    8 COLORADO SPRINGS              CO
314                           0.375                  8.5 BALTIMORE                     MD
315                           0.375                    8 HACKENSACK                    MN
316                           0.375                  8.5 BALTIMORE                     MD
317                           0.375                  6.5 Manassas                      VA
318                           0.375                    8 HACKENSACK                    MN
319                           0.375                7.875 WOODS CROSS                   UT
320                           0.375                 8.25 FORT ATKINSON                 WI
321                           0.375                8.375 HOLLISTON                     MA
322                           0.375                  8.5 Mesquite                      TX
323                           0.375                    8 Las Vegas                     NV
324                           0.375                 7.75 Boulder                       CO
325                           0.375                  8.5 LUBBOCK                       TX
326                           0.375                  8.5 LUBBOCK                       TX
327                           0.375                  8.5 IDABEL                        OK
328                           0.375                  8.5 BESHOAR JCT                   CO
329                           0.375                  8.5 MARICOPA                      AZ
330                           0.375                7.875 Mobile                        AL
331                           0.375                6.375 Vallejo                       CA
332                           0.375                  8.5 Menlo Park                    CA
333                           0.375                8.125 TEMPLE HILLS                  MD
334                           0.375                7.875 WASHINGTON                    DC
335                           0.375                 8.25 Tampa                         FL
336                           0.375                 8.25 SUNRISE                       FL
337                           0.375                7.875 Brooklyn                      NY
338                           0.375                7.875 Valrico                       FL
339                           0.375                    8 Chicago                       IL
340                           0.375                    8 PHILA                         PA
341                           0.375                8.125 Stockton                      CA
342                           0.375                 7.75 Manassas                      VA
343                           0.375                7.875 Fairfield                     CA
344                           0.375                  8.5 OLIVE BRANCH                  MS
345                           0.375                 8.25 LEHIGH ACRES                  FL
346                           0.375                 7.75 Homestead                     FL
347                           0.375                 8.25 CULPEPER                      VA
348                           0.375                8.375 DENVER                        CO
349                           0.375                8.125 ORLANDO                       FL
350                           0.375                 8.25 Champions Gate                FL
351                           0.375                 7.74 Weidman                       MI
352                           0.375                  8.5 SHADY SHORES                  TX
353                           0.375                  8.5 Las Vegas                     NV
354                           0.375                8.375 BURKE                         VA
355                           0.375                 7.75 BELTSVILLE                    MD
356                           0.375                 7.75 Salinas                       CA
357                           0.375                8.125 LAS VEGAS                     NV
358                           0.375                    8 Brea                          CA
359                           0.375                  8.5 DENVER                        CO
360                           0.375                  8.5 CALUMET CITY                  IL
361                           0.375                7.875 Thornton                      CO
362                           0.375                  8.5 Charlotte                     NC
363                           0.375                7.875 Oakland                       CA
364                           0.375                7.875 Chicago                       IL
365                           0.375                 8.25 Dallas                        TX
366                           0.375                7.825 Queen Creek                   AZ
367                           0.375                  8.5 Cordova                       TN
368                           0.375                 8.25 AURORA                        CO
369                           0.375                  8.5 Newark                        NJ
370                           0.375                  8.5 GLEN BURNIE                   MD
371                           0.375                7.875 Kirby                         TX
372                           0.375                  8.5 West Allis                    WI
373                           0.375                 7.75 GILBERT                       AZ
374                           0.375                  8.5 HUTCHINSON                    MN
375                           0.375                8.375 Hephzibah                     GA
376                           0.375                    8 Monroe                        GA
377                           0.375                    8 Dundee                        FL
378                           0.375                7.875 CHICAGO                       IL
379                           0.375                 8.25 BROCKTON                      MA
380                           0.375                7.875 Phoenix                       AZ
381                           0.375                7.875 MORENO VALLEY                 CA
382                           0.375                    8 HACKENSACK                    MN
383                           0.375                7.875 RICHMOND                      VA
384                           0.375                7.875 Higley                        AZ
385                           0.375                7.875 Waynesville                   NC
386                           0.375                    8 AUSTIN                        TX
387                           0.375                8.125 Flowery Branch                GA
388                           0.375                8.375 ADAMSTOWN                     MD
389                           0.375                  8.5 CHICAGO                       IL
390                           0.375                  8.5 MISSOURI CITY                 TX
391                           0.375                  8.5 NORTH PORT                    FL
392                           0.375                  8.5 NORTH PORT                    FL
393                           0.375                 8.25 Salt Lake City                UT
394                           0.375                8.375 APPLETON                      WI
395                           0.375                  8.5 North Port                    FL
396                           0.375                7.875 Covington                     GA
397                           0.375                8.375 ENGLEWOOD                     CO
398                           0.375                  8.5 TAMPA                         FL
399                           0.375                7.875 Murrieta                      CA
400                           0.375                    8 STUDIO CITY                   CA
401                           0.375                 9.25 Miramar                       FL
402                           0.375                  8.5 Delray Beach                  FL
403                           0.375                 7.75 Madera                        CA
404                           0.375                7.875 Gilbert                       AZ
405                           0.375                7.875 Barstow                       CA
406                           0.375                7.875 Barstow                       CA
407                           0.375                7.875 CHARLOTTE                     NC
408                           0.375                7.875 ORLANDO                       FL
409                           0.375                  8.5 Lynnfield                     MA
410                           0.375                    8 Las Vegas                     NV
411                           0.375                 8.25 DECATUR                       GA
412                           0.375                  8.5 Marietta                      GA
413                           0.375                7.625 Tampa                         FL
414                           0.375                 8.25 TUCSON                        AZ
415                           0.375                  8.5 Gilbert                       AZ
416                           0.375                  8.5 CALEDONIA                     MI
417                           0.375                  5.5 Madera                        CA
418                           0.375                5.875 BRUNSWICK                     MD
419                           0.375                  8.5 TAMPA                         FL
420                           0.375                  8.5 HOUSTON                       TX
421                           0.375                7.875 CHICAGO HEIGHTS               IL
422                           0.375                  8.5 VANCOUVER                     WA
423                           0.375                  8.5 HYATTSVILLE                   MD
424                           0.375                  8.5 BALTIMORE                     MD
425                           0.375                  8.5 Marysville                    WA
426                           0.375                  8.5 Mascotte                      FL
427                           0.375                7.875 Gilbert                       AZ
428                           0.375                7.875 Beaufort                      SC
429                           0.375                 7.75 Chandler                      AZ
430                           0.375                 7.75 BUCKEYE                       AZ
431                           0.375                7.875 FORT WASHINGTON               MD
432                           0.375                7.875 Tucson                        AZ
433                           0.375                 7.75 JACKSONVILLE                  FL
434                           0.375                 7.75 Glendale                      AZ
435                           0.375                 8.25 LAS VEGAS                     NV
436                           0.375                  8.5 Lehigh Acres                  FL
437                           0.375                  8.5 LOS ANGELES                   CA
438                           0.375                    8 RICHMOND HILL                 GA
439                           0.375                7.875 Charleston                    SC
440                           0.375                  8.5 AUBREY                        TX
441                           0.375                 7.75 LYNN                          MA
442                           0.375                 7.75 ELK GROVE                     CA
443                           0.375                 7.75 ALEXANDRIA                    VA
444                           0.375                7.125 Sacramento                    CA
445                           0.375                 7.75 HANOVER                       MD
446                           0.375                 8.25 Portland                      OR
447                           0.375                 7.75 Lakeland                      FL
448                           0.375                8.125 WESLEY CHAPEL                 FL
449                           0.375                    8 Palm Coast                    FL
450                           0.375                 8.25 Pueblo                        CO
451                           0.375                    8 LEESBURG                      VA
452                           0.375                7.875 Union City                    GA
453                           0.375                 7.75 Tampa                         FL
454                           0.375                  8.5 PALM COAST                    FL
455                           0.375                 7.75 FONTANA                       CA
456                           0.375                  8.5 Sandy                         UT
457                           0.375                    8 Brunswick                     MD
458                           0.375                  8.5 MINNEAPOLIS                   MN
459                           0.375                7.625 Alexandria                    VA
460                           0.375                 8.25 SANFORD                       FL
461                           0.375                7.625 LENEXA                        KS
462                           0.375                    7 PORT SAINT LUCIE              FL
463                           0.375                  8.5 ABINGDON                      MD
464                           0.375                7.625 ROXBURY                       MA
465                           0.375                  8.5 GILBERT                       AZ
466                           0.375                8.375 Aurora                        IL
467                           0.375                7.875 Baltimore                     MD
468                           0.375                7.625 CHANDLER                      AZ
469                           0.375                8.375 Salt Lake City                UT
470                           0.375                 6.75 Bowie                         MD
471                           0.375                  8.5 N Las Vegas                   NV
472                           0.375                 7.75 Hampton                       GA
473                           0.375                    8 VANCOUVER                     WA
474                           0.375                  8.5 HENDERSON                     NV
475                           0.375                  8.5 HENDERSON                     NV
476                           0.375                 8.25 Greensboro                    NC
477                           0.375                7.875 Kennesaw                      GA
478                           0.375                9.125 ROCHELLE                      IL
479                           0.375                 8.25 JACKSONVILLE                  FL
480                           0.375                8.375 Stone Mountain                GA
481                           0.375                7.625 ATLANTA                       GA
482                           0.375                 7.75 DULUTH                        GA
483                           0.375                7.625 College Park                  GA
484                           0.375                7.625 COVINGTON                     GA
485                           0.375                7.625 FAIRBURN                      GA
486                           0.375                    8 WEST FARGO                    ND
487                           0.375                7.625 DULUTH                        GA
488                           0.375                7.875 Stone Mountain                GA
489                           0.375                  8.5 HOLLYWOOD                     FL
490                           0.375                7.625 HOMESTEAD                     FL
491                           0.375                8.375 Maricopa                      AZ
492                           0.375                7.875 WOODBRIDGE                    VA
493                           0.375                 7.75 Orlando                       FL
494                           0.375                8.125 Sarasota                      FL
495                           0.375                6.875 Madera                        CA
496                           0.375                    8 Stockton                      CA
497                           0.375                  8.5 LAS VEGAS                     NV
498                           0.375                6.125 Portland                      OR
499                           0.375                7.875 CENTREVILLE                   VA
500                           0.375                  8.5 Davie                         FL
501                           0.375                7.625 MESQUITE                      TX
502                           0.375                    8 Phoenix                       AZ
503                           0.375                 8.25 BLAINE                        MN
504                           0.375                    8 MILWAUKEE                     WI
505                           0.375                    8 Atlanta                       GA
506                           0.375                7.875 Jacksonville                  FL
507                           0.375                 7.75 Garland                       TX
508                           0.375                  8.5 Salt Lake City                UT
509                           0.375                  8.5 San Antonio                   TX
510                            0.25                6.125 HAYWARD                       CA
511                            0.25                    6 SANTA ANA                     CA
512                            0.25                 6.25 LAKEWOOD                      CA
513                            0.25                6.875 NORTH HOLLYWOOD               CA
514                            0.25                  6.5 RANCHO SANTA FE               CA
515                            0.25                 6.75 KEY WEST                      FL
516                           0.375                 6.75 ANTIOCH                       CA
517                            0.25                  6.5 LOS ANGELES                   CA
518                            0.25                 8.25 LAS VEGAS                     NV
519                            0.25                6.375 LAUREL                        MD
520                           0.375                6.875 SAN DIEGO                     CA
521                            0.25                    8 REDONDO BEACH                 CA
522                           0.375                5.625 POMONA                        CA
523                           0.375                    7 MIRA LOMA                     CA
524                           0.375                7.375 WESTON                        MA
525                            0.25                 6.25 RANCHO CUCAMONGA              CA
526                            0.25                 6.25 DUBLIN                        CA
527                            0.25                 6.25 ORLANDO                       FL
528                            0.25                    8 ELIOT                         ME
529                            0.25                 6.75 PALMDALE                      CA
530                           0.375                8.375 PAGOSA SPRINGS                CO
531                           0.375                7.875 Crestview                     FL
532                           0.375                  8.5 Norfolk                       VA
533                           0.375                  8.5 Roy                           UT
534                           0.375                  8.5 SPRING HILL                   FL
535                           0.375                7.875 Phoenix                       AZ
536                           0.375                  8.5 Magna                         UT
537                           0.375                  8.5 Hot Springs National Park     AR
538                           0.375                 8.25 GLENDALE                      AZ
539                           0.375                7.875 Tyrone                        NM
540                           0.375                  8.5 SAINT LOUIS                   MO
541                           0.375                  8.5 SAINT LOUIS                   MO
542                           0.375                  8.5 AUSTIN                        TX
543                           0.375                  8.5 Galloway                      OH
544                           0.375                8.125 Valdosta                      GA
545                           0.375                    8 LANHAM                        MD
546                           0.375                 8.25 Philadelphia                  PA
547                           0.375                 8.25 CHAMPIONS GATE                FL
548                           0.375                 8.25 OCALA                         FL
549                           0.375                7.875 Seminole                      FL
550                           0.375                 7.75 FORT WORTH                    TX
551                           0.375                  8.5 CO SPGS                       CO
552                           0.375                 7.75 HOLLYWOOD                     FL
553                           0.375                7.875 Las Vegas                     NV
554                            0.25                5.875 REEDSBURG                     WI
555                           0.375                6.625 PACIFIC GROVE                 CA
556                            0.25                 6.75 YORBA LINDA                   CA
557                            0.25                 7.25 SAN JOSE                      CA
558                           0.375                7.625 Alexandria                    VA
559                           0.375                7.875 Carmichael                    CA
560                           0.375                 8.25 Bakersfield                   CA
561                           0.375                  8.5 DETROIT                       MI
562                           0.375                 8.25 Las Vegas                     NV
563                           0.375                    8 Salt Lake Cty                 UT
564                           0.375                  8.5 Memphis                       TN
565                           0.375                8.125 Albany                        OR
566                           0.375                  8.5 Memphis                       TN
567                           0.375                7.875 Las Vegas                     NV
568                           0.375                8.375 Independence                  MO
569                           0.375                7.875 SAN ANTONIO                   TX
570                           0.375                  8.5 ATLANTA                       GA
571                           0.375                  8.5 LUNENBURG                     MA
572                           0.375                7.875 Desert Hot Springs            CA
573                           0.375                7.875 HUMBLE                        TX
574                           0.375                8.375 POWDER SPRINGS                GA
575                           0.375                8.375 LITHONIA                      GA
576                           0.375                  8.5 DOUGLASVILLE                  GA
577                           0.375                 8.25 Tucson                        AZ
578                           0.375                7.625 Hesperia                      CA
579                           0.375                    8 PHOENIX                       AZ
580                           0.375                  8.5 YUMA                          AZ
581                           0.375                8.375 Aurora                        IL
582                           0.375                6.625 REDMOND                       OR
583                           0.375                  8.5 Green Bay                     WI
584                           0.375                  8.5 ROSEDALE                      MD
585                           0.375                7.875 Katy                          TX
586                           0.375                  8.5 CARROLLTON                    GA
587                           0.375                8.375 LAWRENCEVILLE                 GA
588                           0.375                    8 SAN ANTONIO                   TX
589                           0.375                7.875 SAN ANTONIO                   TX
590                            0.25                  6.5 SIMI VALLEY                   CA
591                            0.25                7.125 LANCASTER                     CA
592                            0.25                6.625 SAUGUS                        CA
593                           0.375                  6.5 CHATSWORTH                    CA
594                           0.375                  6.5 NORTH FORT MYERS              FL
595                            0.25                 6.75 LAS VEGAS                     NV
596                            0.25                    7 CAMARILLO                     CA
597                            0.25                  6.5 YORBA LINDA                   CA
598                            0.25                6.875 LOS ANGELES                   CA
599                            0.25                6.875 SANTA ANA                     CA
600                           0.375                7.875 LOS ANGELES                   CA
601                           0.375                  6.5 IRVINE                        CA
602                            0.25                    7 ROHNERT PARK                  CA
603                           0.375                 6.75 LA QUINTA                     CA
604                           0.375                5.375 CENTREVILLE                   VA
605                           0.375                 7.75 San Ramon                     CA
606                           0.375                7.875 PATERSON                      NJ
607                           0.375                  8.5 JACKSONVILLE                  FL
608                           0.375                    8 TWENTYNINE PALMS              CA
609                           0.375                7.875 AURORA                        CO
610                           0.375                  8.5 RICHARDSON                    TX
611                           0.375                  8.5 CRYSTAL LAKE                  IL
612                           0.375                 8.25 Wilkes Barre                  PA
613                           0.375                7.875 Tucson                        AZ
614                           0.375                6.625 Canton                        GA
615                           0.375                  8.5 ELGIN                         IL
616                           0.375                 6.25 Buford                        GA
617                           0.375                6.375 Marietta                      GA
618                           0.375                  8.5 GONZALES                      LA
619                           0.375                 7.75 Frisco                        TX
620                           0.375                    8 INDIANAPOLIS                  IN
621                           0.375                6.125 Ijamsville                    MD
622                           0.375                7.875 Herndon                       VA
623                           0.375                 8.25 Maryville                     TN
624                           0.375                7.875 holladay                      UT
625                           0.375                 6.25 BELTSVILLE                    MD
626                           0.375                  8.5 ATL                           GA
627                           0.375                 8.25 Fresno                        CA
628                           0.375                  8.5 Paradise Valley               AZ
629                           0.375                  8.5 Fort Worth                    TX
630                           0.375                7.875 WESLEY CHAPEL                 FL
631                           0.375                8.375 MIAMI                         FL
632                           0.375                    9 PLYMOUTH                      MN
633                           0.375                    8 MIAMI                         FL
634                           0.375                    8 MIAMI                         FL
635                           0.375                7.875 KENSINGTON                    MD
636                           0.375                8.125 West Palm Beach               FL
637                           0.375                8.625 FORT WORTH                    TX
638                           0.375                8.375 MCDONOUGH                     GA
639                           0.375                8.375 Pasadena                      CA
640                           0.375                7.125 WEATHERFORD                   TX
641                           0.375                8.375 Hot Springs                   AR
642                           0.375                 7.75 AMERICUS                      GA
643                           0.375                7.875 DARTMOUTH                     MA
644                           0.375                 7.25 BALTIMORE                     MD
645                           0.375                  8.5 OCALA                         FL
646                           0.375                  8.5 Castle Rock                   CO
647                           0.375                7.875 North Las Vegas               NV
648                           0.375                 7.75 PALMDALE                      CA
649                           0.375                  7.5 WELLINGTON                    FL
650                           0.375                8.625 DAVENPORT                     IA
651                           0.375                  8.5 Santa Ana                     CA
652                           0.375                  8.5 Santa Ana                     CA
653                           0.375                8.375 MYRTLE BEACH                  SC
654                           0.375                  8.5 INDEPENDENCE                  MO
655                           0.375                7.875 Pineville                     LA
656                           0.375                    8 Pineville                     LA
657                           0.375                 7.75 Macungie                      PA
658                           0.375                7.625 FRAMINGHAM                    MA
659                           0.375                    8 Las Vegas                     NV
660                           0.375                7.875 Tucson                        AZ
661                           0.375                 7.75 Aurora                        IL
662                           0.375                  8.5 LOUISVILLE                    KY
663                           0.375                7.125 CHULA VISTA                   CA
664                           0.375                 6.25 Brooklyn                      NY
665                           0.375                8.375 Cascade                       ID
666                           0.375                 7.75 BIRMINGHAM                    AL
667                           0.375                    8 Bernardsville                 NJ
668                           0.375                    8 Los Angeles                   CA
669                           0.375                 7.75 SAINT ANN                     MO
670                           0.375                 6.25 Oxnard                        CA
671                           0.375                  8.5 Saint Ann                     MO
672                           0.375                7.875 Selma                         CA
673                           0.375                    8 STOCKTON                      CA
674                           0.375                 8.75 Fort Worth                    TX
675                           0.375                  8.5 DESERT HOT SPRINGS            CA
676                           0.375                 8.25 DAVENPORT                     FL
677                           0.375                7.625 DENTON                        MD
678                           0.375                  8.5 BURTON                        IL
679                           0.375                 7.75 DENVER                        CO
680                           0.375                  8.5 Colorado Springs              CO
681                           0.375                  8.5 Morgan Hill                   CA
682                           0.375                 7.75 Oakland                       CA
683                           0.375                  8.5 Lytle                         TX
684                           0.375                  8.5 FORT WASHINGTON               MD
685                           0.375                7.625 LOS ANGELES (RESEDA AREA)     CA
686                           0.375                8.375 TAMPA                         FL
687                           0.375                 8.25 San Antonio                   TX
688                           0.375                7.625 New Canaan                    CT
689                           0.375                7.875 HERNDON                       VA
690                           0.375                    6 Downers Grove                 IL
691                           0.375                7.875 WATERFORD                     WI
692                           0.375                    8 Denton                        TX
693                           0.375                 8.25 Denton                        TX
694                           0.375                7.875 NORTH LAS VEGAS               NV
695                           0.375                 7.75 Stone Mountain                GA
696                           0.375                  8.5 CORONA                        CA
697                           0.375                  8.5 SAN ANTONIO                   TX
698                           0.375                8.125 PEORIA                        AZ
699                           0.375                7.125 Woodstock                     GA
700                           0.375                7.625 Miami                         FL
701                           0.375                  8.5 STONE RIDGE                   VA
702                           0.375                    8 CONVERSE                      TX
703                           0.375                 7.75 North Las Vegas               NV
704                           0.375                  8.5 Fredericksburg                VA
705                           0.375                7.625 MARICOPA                      AZ
706                           0.375                 6.75 King City                     CA
707                           0.375                  7.5 Porterville                   CA
708                           0.375                7.625 Denver                        CO
709                           0.375                 7.75 QUINCY                        MA
710                           0.375                 7.75 San Martin                    CA
711                           0.375                7.875 HENDERSON                     NV
712                           0.375                7.625 PHOENIX                       AZ
713                           0.375                 8.25 Vero Beach                    FL
714                           0.375                7.125 Las Vegas                     NV
715                           0.375                7.625 Aurora                        IL
716                           0.375                 7.75 PLANO                         TX
717                           0.375                6.375 CASTLE ROCK                   CO
718                           0.375                  8.5 CAPE CORAL                    FL
719                           0.375                7.875 GILFORD                       NH
720                           0.375                    8 BRISTOL                       RI
721                           0.375                8.125 Suwanee                       GA
722                           0.375                 6.75 RANCHO CUCAMONGA              CA
723                           0.375                    8 BALTIMORE                     MD
724                           0.375                7.625 Vail                          AZ
725                           0.375                    8 Goose Creek                   SC
726                           0.375                 6.75 El Paso                       TX
727                           0.375                7.375 Twentynine Palms              CA
728                           0.375                8.375 Fredericksburg                VA
729                           0.375                7.625 PHOENIX                       AZ
730                           0.375                 8.25 MOUNTAIN HOUSE                CA
731                           0.375                  6.5 CHARLESTON                    SC
732                           0.375                  8.5 Murrieta                      CA
733                           0.375                8.125 Idaho Falls                   ID
734                           0.375                8.125 Anthem                        AZ
735                           0.375                    8 Aurora                        CO
736                           0.375                7.625 POUGHKEEPSIE                  NY
737                           0.375                7.875 LAS VEGAS                     NV
738                           0.375                 8.25 MODESTO                       CA
739                           0.375                7.875 NORTH LAS VEGAS               NV
740                           0.375                 8.25 OKLAHOMA CITY                 OK
741                           0.375                8.125 CALDWELL                      ID
742                           0.375                8.125 BIRMINGHAM                    AL
743                           0.375                8.125 CENTENNIAL                    CO
744                           0.375                8.125 NASHVILLE                     TN
745                           0.375                7.625 THORNTON                      CO
746                           0.375                8.125 ALTAMONTE SPRINGS             FL
747                           0.375                7.625 WOODBRIDGE                    VA
748                           0.375                8.375 FIRESTONE                     CO
749                           0.375                7.625 NAMPA                         ID
750                           0.375                8.125 ALBUQUERQUE                   NM
751                           0.375                8.125 DECATUR                       GA
752                           0.375                 7.75 ST. LOUIS                     MO
753                           0.375                7.875 OAKDALE                       MN
754                           0.375                 8.25 WICHITA                       KS
755                           0.375                 8.25 ROSWELL                       GA
756                           0.375                 8.25 MERIDIAN                      ID
757                           0.375                7.875 PHOENIX                       AZ
758                           0.375                 8.25 FALL RIVER                    MA
759                           0.375                    8 BALTIMORE                     MD
760                           0.375                 7.75 FORT MOHAVE                   AZ
761                           0.375                8.375 ORLANDO                       FL
762                           0.375                8.375 PARK CITY                     UT
763                           0.375                  8.5 NAMPA                         ID
764                           0.375                 5.75 LEE                           IL
765                           0.375                5.375 PENNGROVE                     CA
766                           0.375                 6.25 EL CAJON                      CA
767                           0.375                  6.5 FONTANA                       CA
768                           0.375                6.375 CORNWALL                      NY
769                           0.375                 4.75 MC CORDSVILLE                 IN
770                           0.375                 6.25 SAN DIEGO                     CA
771                           0.375                  6.5 HUNTINGTON STATION            NY
772                           0.375                 6.75 NORTH PALM SPRINGS            CA
773                           0.375                  5.5 NATIONAL CITY                 CA
774                           0.375                 5.75 HEBER                         CA
775                           0.375                  6.5 RANCHO SANTA MARGARITA        CA
776                           0.375                 6.25 LOUISVILLE                    KY
777                           0.375                6.875 MISSION                       TX
778                           0.375                    6 EL CENTRO                     CA
779                           0.375                6.375 BROUSSARD                     LA
780                           0.375                6.375 LOS ANGELES                   CA
781                           0.375                    6 OROVILLE                      CA
782                           0.375                5.375 GLENVIEW                      IL
783                           0.375                5.625 CAREFREE                      AZ
784                           0.375                7.375 VISALIA                       CA
785                           0.375                 6.75 SCOTTSDALE                    AZ
786                           0.375                  5.5 SCOTTSDALE                    AZ
787                           0.375                 6.75 MENLO PARK                    CA
788                           0.375                4.875 AUBURN                        CA
789                           0.375                 6.25 SAN MATEO                     CA
790                           0.375                    7 SOUND BEACH                   NY
791                           0.375                 7.25 BIG COPPITT KEY               FL
792                           0.375                 6.75 MONTGOMERY                    IL
793                           0.375                 5.75 SPOTSYLVANIA                  VA
794                           0.375                 6.75 JAMAICA                       NY
795                           0.375                 5.75 ELMHURST                      IL
796                           0.375                  6.5 CRANSTON                      RI
797                           0.375                  6.5 BOCA RATON                    FL
798                           0.375                 4.25 DANBURY                       CT
799                           0.375                7.375 ARLINGTON                     TX
800                           0.375                    7 CHARLOTTE HALL                MD
801                           0.375                6.875 CORONA DEL MAR                CA
802                           0.375                6.375 MODESTO                       CA
803                           0.375                 6.25 LOS ANGELES                   CA
804                           0.375                6.875 OAKLAND                       CA
805                           0.375                7.375 GARDEN GROVE                  CA
806                           0.375                    7 LAKE ZURICH                   IL
807                           0.375                    7 LONG BEACH                    CA
808                           0.375                  5.5 DALY CITY                     CA
809                           0.375                 5.75 PACIFICA                      CA
810                           0.375                  6.5 VISTA                         CA
811                           0.375                  7.5 SEVERN                        MD
812                           0.375                7.375 LEBANON                       NH
813                           0.375                 6.25 AVENTURA                      FL
814                           0.375                7.375 FREMONT                       CA
815                           0.375                7.125 TEMECULA                      CA
816                           0.375                6.625 LOS ANGELES                   CA
817                           0.375                    7 SUMMERVILLE                   SC
818                           0.375                 6.75 BEAUFORT                      SC
819                           0.375                 5.25 PHOENIX                       AZ
820                           0.375                 7.75 HUNTINGTON BEACH              CA
821                           0.375                7.375 ENCINITAS                     CA
822                           0.375                6.125 OAKLAND                       CA
823                           0.375                5.875 WHITE PLAINS                  MD
824                           0.375                6.875 BALTIMORE                     MD
825                           0.375                 7.25 LAKEWOOD                      CA
826                           0.375                    6 HENDERSON                     NV
827                           0.375                  7.5 LAWRENCEVILLE                 GA
828                           0.375                  6.5 TIVERTON                      RI
829                           0.375                9.375 VACAVILLE                     CA
830                           0.375                 7.25 SAN CLEMENTE                  CA
831                           0.375                 6.75 OJAI                          CA
832                           0.375                    7 HENDERSON                     NV
833                           0.375                6.875 RANDOLPH                      NJ
834                           0.375                  6.5 LEESBURG                      VA
835                           0.375                 5.75 FORT MYERS                    FL
836                           0.375                6.125 PALM COAST                    FL
837                           0.375                    6 LEHIGH ACRES                  FL
838                           0.375                6.125 FORT MYERS                    FL
839                           0.375                 5.99 ST SIMONS ISLAND              GA
840                           0.375                5.365 ATLANTA                       GA
841                           0.375                6.625 LAKELAND                      FL
842                           0.375                8.625 INDIANAPOLIS                  IN
843                           0.375                 7.75 SPRINGFIELD                   VA
844                           0.375                  7.5 BRENTWOOD                     NY
845                           0.375                 7.25 CLEARWATER                    FL
846                           0.375                7.875 FALLS CHURCH                  VA
847                           0.375                7.875 WEST YARMOUTH                 MA
848                           0.375                4.375 PENSACOLA                     FL
849                           0.375                  6.5 BRANDENTON                    FL
850                           0.375                5.625 DAVENPORT                     FL
851                           0.375                    6 PHOENIX                       AZ
852                           0.375                4.125 PALM SPRINGS                  CA
853                           0.375                5.125 ENGLEWOOD                     CO
854                           0.375                6.875 Newport Coast                 CA
855                           0.375                 6.75 Hypoluxo                      FL
856                           0.375                  8.5 BERLIN                        NH
857                           0.375                  8.5 POTOMAC                       MD
858                           0.375                  8.5 Cleveland                     OH
859                           0.375                7.875 COACHELLA                     CA
860                           0.375                7.625 Duluth                        GA
861                           0.375                 8.25 los angeles                   CA
862                           0.375                6.625 Scarborough                   ME
863                           0.375                7.875 Honolulu                      HI
864                           0.375                  8.5 CLEVELAND                     OH
865                           0.375                    8 SNOHOMISH                     WA
866                           0.375                8.375 Woodbridge                    VA
867                           0.375                  6.5 Little Rock                   AR
868                           0.375                  8.5 Andover                       MN
869                           0.375                 8.25 Hugo                          MN
870                           0.375                7.625 ANTHEM                        AZ
871                           0.375                7.875 Pahrump                       NV
872                           0.375                7.625 MOUNT AIRY                    MD
873                           0.375                  8.5 Atlanta                       GA
874                           0.375                 8.25 Mc Donough                    GA
875                           0.375                7.125 TUCSON                        AZ
876                           0.375                    8 Cleveland                     OH
877                           0.375                  8.5 Tucson                        AZ
878                           0.375                 6.25 SCOTTSDALE                    AZ
879                           0.375                    8 ORLANDO                       FL
880                           0.375                  8.5 Indio                         CA
881                           0.375                8.375 AVONDALE                      AZ
882                           0.375                  8.5 Suisun City                   CA
883                           0.375                6.875 Mansfield                     TX
884                           0.375                 5.75 LAS VEGAS                     NV
885                           0.375                 7.75 North Las Vegas               NV
886                           0.375                7.625 EAST LAYTON                   UT
887                           0.375                7.625 Oceanside                     CA
888                           0.375                8.375 HENDERSON                     NV
889                           0.375                  8.5 HENDERSON                     NV
890                           0.375                  6.5 Naperville                    IL
891                           0.375                    8 TAMPA                         FL
892                           0.375                    8 TUCSON                        AZ
893                           0.375                7.875 PALM BAY                      FL
894                           0.375                  8.5 VIENNA                        VA
895                           0.375                  8.5 Catharpin                     VA
896                           0.375                 7.75 Covington                     GA
897                           0.375                8.125 CLINTON                       MD
898                           0.375                 8.25 Clifton                       VA
899                           0.375                7.875 HAMPTON                       CT
900                           0.375                 7.75 EVERETT                       MA
901                           0.375                  6.5 Madera                        CA
902                           0.375                7.375 SAN PEDRO                     CA
903                           0.375                6.125 ATLANTA                       GA
904                           0.375                7.875 Plainfield                    NJ
905                           0.375                  7.5 Riverbank                     CA
906                           0.375                 8.25 Tampa                         FL
907                           0.375                7.625 Thatcher                      AZ
908                           0.375                 7.75 Delmar                        MD
909                           0.375                  8.5 North Bergen                  NJ
910                           0.375                    8 Elmwood Park                  IL
911                           0.375                  8.5 Brooklyn                      NY
912                           0.375                8.375 Tolleson                      AZ
913                           0.375                 7.75 Carrabelle                    FL
914                           0.375                7.125 Corona                        CA
915                           0.375                  7.5 Red Bank                      NJ
916                           0.375                7.625 Suwanee                       GA
917                           0.375                 7.75 Ladera Ranch                  CA
918                           0.375                 8.25 Colorado Springs              CO
919                           0.375                7.875 Hollywood                     FL
920                           0.375                    8 Tampa                         FL
921                           0.375                 7.75 Palm Bay                      FL
922                           0.375                7.875 Lehigh Acres                  FL
923                           0.375                7.875 Tucson                        AZ
924                           0.375                  6.5 Phoenix                       AZ
925                           0.375                7.875 Chicago                       IL
926                           0.375                    6 Henderson                     NV
927                           0.375                6.375 Brighton                      CO
928                           0.375                  7.5 Altadena                      CA
929                           0.375                6.625 Jupiter                       FL
930                           0.375                  7.5 North Bay Village             FL
931                            0.25                  6.5 BURKE                         VA
932                            0.25                7.625 SCOTTSDALE                    AZ
933                            0.25                 6.75 NORWALK                       CA
934                            0.25                 6.25 MONTCLAIR                     CA
935                            0.25                6.625 LOS ANGELES                   CA
936                           0.375                5.875 Baltimore                     MD
937                            0.25                6.875 FALLBROOK                     CA
938                            0.25                  7.5 CARLSBAD                      CA
939                            0.25                 6.75 LONG BEACH                    CA
940                            0.25                 6.75 BETHEL                        CT
941                            0.25                    8 SUN CITY WEST                 AZ
942                            0.25                7.875 Encino                        CA
943                            0.25                  7.5 Sanford                       FL
944                            0.25                7.625 Kent                          WA
945                            0.25                7.625 Loves Park                    IL
946                            0.25                7.625 San Francisco                 CA
947                            0.25                 7.75 Joliet                        IL
948                           0.375                 7.25 Troy                          MO
949                           0.375                    7 Huntington                    NY
950                           0.375                6.625 Tempe                         AZ
951                           0.375                    7 HEMPSTEAD                     NY
952                           0.375                 6.25 Glendale                      CA
953                           0.375                 5.75 Hollywood                     FL
954                           0.375                 6.25 Brooklyn                      NY
955                           0.375                  7.5 Corona                        NY
956                           0.375                6.875 Branford                      CT
957                            0.25                7.625 Gaithersburg                  MD
958                            0.25                7.625 West Palm Beach               FL
959                            0.25                7.625 Rensselaer                    NY
960                           0.375                6.375 Portland                      OR
961                           0.375                6.125 Murphys                       CA
962                           0.375                 6.25 Brooklyn                      NY
963                           0.375                 7.25 Las Vegas                     NV
964                           0.375                6.875 Las Vegas                     NV
965                           0.375                 6.25 Snoqualmie                    WA
966                           0.375                6.624 Dunlap                        TN
967                            0.25                6.875 VALLEJO                       CA
968                            0.25                7.125 EL CAJON                      CA
969                            0.25                7.125 ORINDA                        CA
970                            0.25                6.375 ALISO VIEJO                   CA
971                            0.25                7.375 FONTANA                       CA
972                           0.375                6.875 Suitland                      MD
973                           0.375                    8 Simi Valley                   CA
974                            0.25                6.875 DOWNEY                        CA
975                            0.25                6.125 DESTIN                        FL
976                            0.25                6.875 OAKLEY                        CA
977                            0.25                6.875 MISSION VIEJO                 CA
978                            0.25                6.375 PENSACOLA                     FL
979                           0.375                  6.5 Las Vegas                     NV
980                           0.375                7.625 Bowie                         MD
981                            0.25                8.375 Fort Lauderdale               FL
982                           0.375                6.875 Aurora                        CO
983                           0.375                6.375 Davenport                     FL
984                            0.25                7.875 Darien                        IL
985                            0.25                7.625 Monrovia                      CA
986                           0.375                 6.25 Arleta                        CA
987                            0.25                 7.75 Lake Worth                    FL
988                            0.25                6.625 West Sacramento               CA
989                            0.25                    8 Bonita Springs                FL
990                            0.25                6.125 HOLLISTER                     CA
991                            0.25                6.125 LAS VEGAS                     NV
992                            0.25                6.375 RED BANK                      NJ
993                            0.25                  6.5 STOCKTON                      CA
994                            0.25                    7 PALO ALTO                     CA
995                            0.25                 6.75 WEST COVINA                   CA
996                            0.25                8.125 INDIAN HARBOR BEACH           FL
997                            0.25                6.625 UPLAND                        CA
998                            0.25                7.625 OAKDALE                       CA
999                            0.25                  7.5 WHITTIER                      CA
1000                           0.25                6.625 SAN DIEGO                     CA
1001                           0.25                    8 PLAYA DEL REY                 CA
1002                           0.25                  6.5 LOS ANGELES                   CA
1003                           0.25                 6.75 NORTHBROOK                    IL
1004                           0.25                 6.75 SAN DIEGO                     CA
1005                           0.25                  6.5 LOS ANGELES                   CA
1006                           0.25                6.625 IRVINE                        CA
1007                           0.25                 6.75 MISSION VIEJO                 CA
1008                           0.25                    8 LONG BEACH                    CA
1009                           0.25                    8 LOS ANGELES                   CA
1010                          0.375                 5.75 Madera                        CA
1011                           0.25                7.875 ROSELLE                       IL
1012                           0.25                 6.75 LAS VEGAS                     NV
1013                           0.25                 6.75 SAN FRANCISCO                 CA
1014                           0.25                7.125 NORTH LAS VEGAS               NV
1015                           0.25                7.125 SURPRISE                      AZ
1016                           0.25                6.375 PANAMA CITY BEACH             FL
1017                           0.25                 7.75 ESTERO                        FL
1018                           0.25                7.375 MIAMI                         FL
1019                           0.25                6.375 BEVERLY                       MA
1020                           0.25                6.875 WOODLAND HILLS                CA
1021                           0.25                7.375 LAS VEGAS                     NV
1022                           0.25                 6.75 LA MESA                       CA
1023                           0.25                7.375 BOWIE                         MD
1024                           0.25                  7.5 MOUNTAIN HOUSE                CA
1025                           0.25                5.625 ORMOND BEACH                  FL
1026                           0.25                6.625 RAMONA                        CA
1027                           0.25                  6.5 GREENSBORO                    NC
1028                           0.25                 6.75 HUNTINGTON BEACH              CA
1029                           0.25                6.875 KILL DEVIL HILLS              NC
1030                           0.25                  7.5 OAKLAND                       CA
1031                           0.25                 7.75 BEAVER CREEK                  CO
1032                           0.25                5.875 ST CHARLES                    MO
1033                           0.25                6.125 VERNON HILLS                  IL
1034                           0.25                 5.75 NORTHFIELD                    IL
1035                           0.25                5.875 HOLMDEL                       NJ
1036                           0.25                5.875 EVANSTON                      IL
1037                           0.25                6.625 BIRMINGHAM                    MI
1038                           0.25                6.125 FRASER                        CO
1039                           0.25                5.625 NAPLES                        FL
1040                           0.25                6.875 REDDING                       CA
1041                           0.25                5.875 WESTMINSTER                   CO
1042                           0.25                  6.5 PLACENTIA                     CA
1043                           0.25                6.625 COEUR D ALENE                 ID
1044                           0.25                5.875 FAIRFIELD                     CA
1045                           0.25                6.125 MINNEAPOLIS                   MN
1046                           0.25                5.875 HICKORY CORNERS               MI
1047                           0.25                    6 TROY                          MI
1048                           0.25                 6.25 HENDERSON                     NV
1049                           0.25                    6 UPLAND                        CA
1050                           0.25                5.875 PEORIA                        AZ
1051                          0.375                 7.75 Conway                        SC
1052                          0.375                4.375 KNOXVILLE                     TN
1053                          0.375                6.875 Canton                        GA
1054                          0.375                6.625 Hempstead                     NY
1055                          0.375                8.375 Saint Louis                   MO
1056                          0.375                6.625 CATHEDRAL CITY                CA
1057                          0.375                6.375 LADERA RANCH                  CA
1058                          0.375                7.375 SACRAMENTO                    CA
1059                          0.375                7.125 ORINDA                        CA
1060                          0.375                6.625 DUBLIN                        CA
1061                          0.375                6.375 MILL VALLEY                   CA
1062                          0.375                6.625 YORBA LINDA                   CA
1063                          0.375                  6.5 FRESNO                        CA
1064                          0.375                 7.25 SUISUN CITY                   CA
1065                          0.375                5.875 PACIFICA                      CA
1066                          0.375                  6.5 Apple Valley                  CA
1067                          0.375                 6.25 Sacramento                    CA
1068                          0.375                 6.25 Yucaipa                       CA
1069                          0.375                 6.75 Santa Monica                  CA
1070                          0.375                 6.25 Brentwood                     CA
1071                          0.375                6.125 Oceanside                     CA
1072                          0.375                 6.75 Huntington Beach              CA
1073                          0.375                6.125 Concord                       CA
1074                          0.375                 6.75 Crows Landing                 CA
1075                          0.375                6.375 Los Gatos                     CA
1076                          0.375                6.375 Antioch                       CA
1077                          0.375                    6 Scotts Valley                 CA
1078                           0.25                 6.25 ROCKVILLE                     MD
1079                           0.25                6.375 LOS ANGELES                   CA
1080                           0.25                 5.75 OAKLAND                       CA
1081                           0.25                  6.5 CARPINTERIA                   CA
1082                           0.25                6.625 PORT ANGELES                  WA
1083                           0.25                6.375 LOS GATOS                     CA
1084                           0.25                 6.75 SAN DIEGO                     CA
1085                           0.25                  6.5 STUDIO CITY AREA              CA
1086                           0.25                6.875 SAN DIEGO                     CA
1087                           0.25                  6.5 LOS ANGELES VAN NUYS AREA     CA
1088                           0.25                  7.5 BEL AIR                       CA
1089                           0.25                6.875 SCOTTSDALE                    AZ
1090                           0.25                6.125 FEDERAL WAY                   WA
1091                           0.25                7.125 GREENLAND                     NH
1092                           0.25                  6.5 FULLERTON                     CA
1093                           0.25                 6.75 CASTLE ROCK                   CO
1094                           0.25                6.625 SAN DIEGO                     CA
1095                           0.25                    6 LOS ANGELES                   CA
1096                           0.25                6.375 SAN FRANCISCO                 CA
1097                           0.25                 6.25 WASHINGTON                    DC
1098                           0.25                6.625 WHITTIER AREA                 CA
1099                           0.25                  6.5 AREA OF CANYON COUNTRY        CA
1100                           0.25                7.625 RAMONA                        CA
1101                           0.25                6.875 COLONIA                       NJ
1102                           0.25                6.625 SANTA BARBARA                 CA
1103                           0.25                  6.5 MARTINEZ                      CA
1104                           0.25                 6.75 RIVERWOODS                    IL
1105                           0.25                 7.25 VENTURA                       CA
1106                           0.25                6.375 REDLANDS                      CA
1107                           0.25                6.125 FONTANA                       CA
1108                           0.25                    7 OXNARD                        CA
1109                           0.25                5.625 LAS VEGAS                     NV
1110                           0.25                  7.5 SCOTTSDALE                    AZ
1111                           0.25                7.625 CHEVIOT HILLS                 CA
1112                           0.25                  6.5 WEST COVINA                   CA
1113                           0.25                6.375 DALLAS                        TX
1114                           0.25                7.625 CAVE CREEK                    AZ
1115                           0.25                7.125 PERRIS                        CA
1116                           0.25                7.875 BURR RIDGE                    IL
1117                           0.25                6.875 LYNWOOD                       CA
1118                           0.25                    7 LAS VEGAS                     NV
1119                           0.25                  7.5 SARASOTA                      FL
1120                           0.25                  6.5 COTO DE CAZA                  CA
1121                           0.25                7.875 EAGLE                         ID
1122                           0.25                7.875 CORONA                        CA
1123                           0.25                6.625 YORBA LINDA                   CA
1124                           0.25                 7.75 JACKSON                       WY
1125                           0.25                7.625 SARASOTA                      FL
1126                           0.25                 7.75 YUCAIPA                       CA
1127                           0.25                    7 LAS VEGAS                     NV
1128                           0.25                 7.25 PITTSBURG                     CA
1129                           0.25                7.375 OLGA                          WA
1130                           0.25                 7.25 HILTON HEAD ISLAND            SC
1131                           0.25                 7.75 LOS ANGELES                   CA
1132                           0.25                 7.25 BAY SHORE                     NY
1133                           0.25                 8.25 NORTHBROOK                    IL
1134                           0.25                6.625 NORTHRIDGE                    CA
1135                           0.25                 7.25 MIDWAY CITY AREA              CA
1136                           0.25                    8 LOS GATOS                     CA
1137                           0.25                 7.25 SOUTH ORANGE                  NJ
1138                           0.25                7.375 ISSAQUAH                      WA
1139                           0.25                 7.25 SAN CLEMENTE                  CA
1140                           0.25                 6.75 LOS ANGELES                   CA
1141                           0.25                7.125 IJAMSVILLE                    MD
1142                           0.25                7.375 YORBA LINDA                   CA
1143                           0.25                6.875 NAMPA                         ID
1144                           0.25                  7.5 CASTAIC AREA                  CA
1145                           0.25                    7 CORONA                        CA
1146                           0.25                  6.5 EAST GREENWICH                RI
1147                           0.25                    7 LOS ANGELES                   CA
1148                           0.25                6.875 EASTHAM                       MA
1149                           0.25                6.125 SAN DIEGO                     CA
1150                           0.25                  6.5 FULLERTON                     CA
1151                           0.25                7.625 OLD BRIDGE                    NJ
1152                           0.25                 7.25 OXNARD                        CA
1153                           0.25                    7 WEST HOLLYWOOD                CA
1154                           0.25                7.625 SAINT CHARLES                 IL
1155                           0.25                  6.5 BROOKLYN                      NY
1156                           0.25                6.875 DESTIN                        FL
1157                           0.25                 7.25 TORRANCE                      CA
1158                           0.25                6.875 SAN BERNARDINO                CA
1159                           0.25                6.625 LINCOLN                       CA
1160                           0.25                 5.75 OCEANSIDE                     CA
1161                           0.25                 6.75 OXNARD                        CA
1162                           0.25                  6.5 WEST COVINA                   CA
1163                           0.25                7.625 TORRANCE AREA                 CA
1164                           0.25                 8.25 BOULDER                       CO
1165                           0.25                7.625 OCEAN CITY                    NJ
1166                           0.25                6.875 ELK GROVE                     CA
1167                          0.375                8.375 Westbrook                     ME
1168                          0.375                7.625 Raleigh                       NC
1169                          0.375                  6.5 Columbia                      SC
1170                          0.375                    8 Brentwood                     CA
1171                          0.375                  8.5 Woodburn                      OR
1172                          0.375                  8.5 Beaumont                      TX
1173                          0.375                    8 San Jose                      CA
1174                          0.375                7.875 NAPLES                        FL
1175                          0.375                 8.25 Glendale                      AZ
1176                          0.375                 7.75 Farmers Branch                TX
1177                          0.375                 8.25 Burleson                      TX
1178                          0.375                  8.5 North Port                    FL
1179                          0.375                 6.75 NAPLES                        FL
1180                          0.375                8.375 ENGLEWOOD                     CO
1181                          0.375                  8.5 Las Vegas                     NV
1182                          0.375                8.375 Tolleson                      AZ
1183                          0.375                 7.75 Lithonia                      GA
1184                          0.375                  8.5 Atlanta                       GA
1185                          0.375                7.875 Henderson                     NV
1186                          0.375                  8.5 Oceanside                     NY
1187                          0.375                  8.5 Santa Rosa                    CA
1188                          0.375                7.875 LOUISVILLE                    KY
1189                          0.375                 8.25 HOLLY RIDGE                   NC
1190                          0.375                7.375 LAS VEGAS                     NV
1191                          0.375                7.875 Tolleson                      AZ
1192                          0.375                 8.25 PHOENIX                       AZ
1193                          0.375                 6.25 Santa Maria                   CA
1194                          0.375                7.125 Indianapolis                  IN
1195                          0.375                6.875 Indianapolis                  IN
1196                          0.375                  8.5 Richmond                      VA
1197                          0.375                6.875 Indianapolis                  IN
1198                          0.375                  6.5 Avon                          IN
1199                          0.375                 7.25 Beaumont                      CA
1200                          0.375                  8.5 DUNCAN                        SC
1201                          0.375                8.375 Marana                        AZ
1202                          0.375                  8.5 ATLANTA                       GA
1203                          0.375                  8.5 Baltimore                     MD
1204                          0.375                7.125 MANSFIELD                     GA
1205                          0.375                    8 San Antonio                   TX
1206                          0.375                6.875 Washington                    DC
1207                          0.375                6.875 Beaumont                      CA
1208                          0.375                6.125 Avon                          IN
1209                          0.375                6.875 Beaumont                      CA
1210                          0.375                6.875 Beaumont                      CA
1211                          0.375                6.375 Palmdale                      CA
1212                          0.375                7.875 Queen Creek                   AZ
1213                          0.375                 8.25 LEESBURG                      VA
1214                          0.375                 7.75 Corolla                       NC
1215                          0.375                8.125 SAN ANTONIO                   TX
1216                          0.375                7.875 Hendersonville                TN
1217                          0.375                6.875 Beaumont                      CA
1218                          0.375                7.875 JACKSONVILLE                  FL
1219                          0.375                6.875 Dallas                        TX
1220                          0.375                    8 LAS VEGAS                     NV
1221                          0.375                  8.5 Dinuba                        CA
1222                          0.375                 8.75 Miami                         FL
1223                          0.375                    8 Phoenix                       AZ
1224                          0.375                  8.5 VAN BUREN                     AR
1225                          0.375                 7.75 Ocala                         FL
1226                          0.375                 7.25 Baltimore                     MD
1227                          0.375                 7.75 Voorhees                      NJ
1228                            0.5                  7.5 FORT LAUDERDALE               FL
1229                          0.375                  7.5 Saint George                  UT
1230                          0.375                7.875 HILTON HEAD                   SC
1231                          0.375                  6.5 FALMOUTH                      VA
1232                          0.375                7.875 Woodbridge                    NJ
1233                          0.375                 8.25 Baltimore                     MD
1234                          0.375                6.375 Port Saint Lucie              FL
1235                          0.375                 6.25 Kahului                       HI
1236                          0.375                7.875 MADISON                       CT
1237                          0.375                 8.25 Phoenix                       AZ
1238                          0.375                 7.75 Auburn                        GA
1239                          0.375                  8.5 Levittown                     PA
1240                          0.375                 8.25 ANTHEM                        AZ
1241                          0.375                 7.75 RIO VISTA                     CA
1242                          0.375                 8.25 Schenectady                   NY
1243                          0.375                 8.25 Schenectady                   NY
1244                          0.375                  7.5 Roseburg                      OR
1245                          0.375                7.875 Tucson                        AZ
1246                          0.375                  8.5 ATLANTA                       GA
1247                          0.375                    8 Las Vegas                     NV
1248                          0.375                7.875 Belvidere                     IL
1249                          0.375                7.875 Woodbridge                    VA
1250                          0.375                6.875 Asheville                     NC
1251                          0.375                  8.5 CHICAGO                       IL
1252                          0.375                    7 NEW CUMBERLAND                PA
1253                          0.375                 7.75 Mesa                          AZ
1254                          0.375                 7.25 Beaumont                      CA
1255                          0.375                6.375 Beaumont                      CA
1256                          0.375                  7.5 LAS VEGAS                     NV
1257                          0.375                7.875 DORCHESTER                    MA
1258                          0.375                    8 Clearfield                    UT
1259                          0.375                 8.75 INDIANAPOLIS                  IN
1260                          0.375                8.125 ORLANDO                       FL
1261                          0.375                6.125 Perris                        CA
1262                          0.375                 7.75 Land O Lakes                  FL
1263                          0.375                 7.75 Woodbridge                    VA
1264                          0.375                8.375 Vacaville                     CA
1265                          0.375                  7.5 DOUGLAS                       MI
1266                          0.375                7.125 Boise                         ID
1267                          0.375                    8 Modesto                       CA
1268                          0.375                 8.25 Lakewood                      NJ
1269                          0.375                 7.75 Denham Springs                LA
1270                          0.375                5.875 JARRETTSVILLE                 MD
1271                          0.375                7.875 WINDHAM                       NH
1272                          0.375                8.125 Las Vegas                     NV
1273                          0.375                8.375 Huntsville                    AL
1274                          0.375                 7.75 BALCH SPRINGS                 TX
1275                          0.375                7.875 HIALEAH                       FL
1276                          0.375                8.125 ROSEVILLE                     MI
1277                          0.375                8.125 BROOKSVILLE                   FL
1278                           0.25                 7.25 KIRKLAND                      WA
1279                           0.25                    7 FORT MYERS                    FL
1280                           0.25                6.625 ANAHEIM                       CA
1281                           0.25                 7.25 INGLEWOOD                     CA
1282                           0.25                5.875 LAS VEGAS                     NV
1283                           0.25                7.875 STONY POINT                   NY
1284                           0.25                  6.5 SANTA MONICA                  CA
1285                           0.25                  6.5 DOWNEY                        CA
1286                           0.25                6.625 LOS ANGELES                   CA
1287                           0.25                 6.75 ALISO VIEJO                   CA
1288                           0.25                6.625 DOWNEY                        CA
1289                           0.25                  7.5 PLAINFIELD                    NJ
1290                           0.25                 6.75 SPRING VALLEY                 CA
1291                           0.25                6.875 KENILWORTH                    IL
1292                           0.25                    8 MIAMI                         FL
1293                           0.25                 6.75 SANTA BARBARA                 CA
1294                           0.25                7.625 LONG BEACH                    CA
1295                           0.25                 7.75 TUSTIN                        CA
1296                           0.25                  6.5 BURLINGAME                    CA
1297                           0.25                  7.5 FOSTER CITY                   CA
1298                           0.25                6.625 CARLSBAD                      CA
1299                           0.25                 7.75 LOS ANGELES                   CA
1300                           0.25                7.625 CORONA                        CA
1301                           0.25                 6.75 SAN DIEGO                     CA
1302                           0.25                6.875 TEMECULA                      CA
1303                           0.25                 6.25 SAN JOSE                      CA
1304                           0.25                 7.25 BURBANK                       CA
1305                           0.25                6.375 OXNARD                        CA
1306                           0.25                6.625 HIGHLAND                      MD
1307                           0.25                 7.75 SOLVANG                       CA
1308                           0.25                6.625 CHATSWORTH                    CA
1309                           0.25                 7.25 ANAHEIM                       CA
1310                           0.25                6.375 ORLANDO                       FL
1311                           0.25                 6.75 ANAHEIM                       CA
1312                           0.25                6.875 PARRISH                       FL
1313                           0.25                    7 CARLSBAD                      CA
1314                           0.25                 7.75 Homestead                     FL
1315                           0.25                  6.5 OXNARD                        CA
1316                           0.25                    7 GLENDALE                      CA
1317                           0.25                 6.25 BEND                          OR
1318                           0.25                6.125 GOLETA                        CA
1319                           0.25                6.875 MONTEREY PARK                 CA
1320                           0.25                 7.25 CAREFREE                      AZ
1321                           0.25                6.875 PICO RIVERA                   CA
1322                           0.25                 6.75 ALEXANDRIA                    VA
1323                           0.25                7.125 BELLEVUE                      WA
1324                           0.25                7.875 CORONA                        CA
1325                           0.25                6.625 LOS ANGELES                   CA
1326                           0.25                 7.25 KOLOA                         HI
1327                           0.25                5.875 SAN JOSE                      CA
1328                           0.25                 6.75 MANALAPAN                     NJ
1329                           0.25                  6.5 OXNARD                        CA
1330                           0.25                7.125 OXNARD                        CA
1331                           0.25                  6.5 LA QUINTA                     CA
1332                           0.25                 8.25 HALLANDALE                    FL
1333                           0.25                 6.75 TUSTIN                        CA
1334                           0.25                6.625 REDONDO BEACH                 CA
1335                           0.25                 6.25 WASHINGTON                    DC
1336                           0.25                 6.25 STONE RIDGE                   VA
1337                           0.25                6.875 ENCINITAS                     CA
1338                           0.25                    7 OXNARD                        CA
1339                           0.25                    7 SAN JUAN CAPISTRANO           CA
1340                           0.25                6.625 TUSTIN                        CA
1341                           0.25                6.625 REDWOOD CITY                  CA
1342                           0.25                6.625 WANTAGH                       NY
1343                           0.25                7.375 TUSTIN                        CA
1344                           0.25                7.375 COSTA MESA                    CA
1345                           0.25                 6.75 CAPE CORAL                    FL
1346                           0.25                6.875 SAN JACINTO                   CA
1347                           0.25                7.125 ANTIOCH                       CA
1348                           0.25                  7.5 BAY SHORE                     NY
1349                           0.25                6.875 LEANDER                       TX
1350                           0.25                 6.25 SANTA MONICA                  CA
1351                           0.25                  6.5 CAPE SAN BLAS                 FL
1352                           0.25                  6.5 SANTA BARBARA                 CA
1353                           0.25                6.375 GAITHERSBURG                  MD
1354                           0.25                6.875 CORONA                        CA
1355                           0.25                 7.25 GROVELAND                     CA
1356                           0.25                 7.75 SAN FRANCISCO                 CA
1357                           0.25                6.875 WINNETKA                      CA
1358                           0.25                6.875 LOS ANGELES                   CA
1359                           0.25                7.375 YORBA LINDA                   CA
1360                           0.25                6.875 OXNARD                        CA
1361                           0.25                6.125 CORONA                        CA
1362                           0.25                 6.75 CARLSBAD                      CA
1363                           0.25                 6.25 ANAHEIM HILLS                 CA
1364                           0.25                6.375 GREENFIELD                    CA
1365                           0.25                6.875 DANVERS                       MA
1366                           0.25                 6.25 IRVINE                        CA
1367                           0.25                6.625 REDWOOD CITY                  CA
1368                           0.25                 7.25 ANAHEIM                       CA
1369                           0.25                 6.75 SAN FERNANDO                  CA
1370                          0.375                8.375 Atlanta                       GA
1371                          0.375                7.875 Lakewood                      CO
1372                          0.375                 8.25 Washington                    DC
1373                          0.375                 8.25 Washington                    DC
1374                          0.375                8.375 BONITA SPRINGS                FL
1375                           0.25                  7.5 Huntington Beach              CA
1376                           0.25                 6.75 SILVER LAKE                   PA
1377                          0.375                6.625 Jacksonville                  FL
1378                           0.25                7.875 Tarzana                       CA
1379                           0.25                6.375 PORTLAND                      OR
1380                           0.25                6.375 CHULA VISTA                   CA
1381                           0.25                6.625 WEST PALM BEACH               FL
1382                           0.25                  7.5 SHERMAN OAKS                  CA
1383                           0.25                 7.25 SANTA ANA                     CA
1384                           0.25                 6.75 VENICE                        CA
1385                           0.25                7.625 SANTA ANA                     CA
1386                           0.25                 6.75 WOODBURY                      NY
1387                           0.25                  6.5 LAS VEGAS                     NV
1388                           0.25                 8.25 SAN RAMON                     CA
1389                           0.25                6.875 CELEBRATION                   FL
1390                           0.25                    7 TORRANCE                      CA
1391                           0.25                  7.5 HENDERSON                     NV
1392                           0.25                7.625 CAMARILLO                     CA
1393                           0.25                6.375 NEWARK                        CA
1394                           0.25                6.875 SIGNAL HILL                   CA
1395                           0.25                6.875 EL DORADO HILLS               CA
1396                           0.25                6.875 ST AUGUSTINE                  FL
1397                           0.25                6.625 MISSION VIEJO                 CA
1398                           0.25                6.875 ALPINE                        CA
1399                           0.25                  7.5 SANTA ANA                     CA
1400                           0.25                    7 DANA POINT                    CA
1401                           0.25                  6.5 DUBLIN                        OH
1402                           0.25                    6 VENTURA                       CA
1403                           0.25                 8.25 Shirley                       NY
1404                           0.25                 7.75 Pembroke Pines                FL
1405                           0.25                7.625 West Sacramento               CA
1406                           0.25                7.625 Houston                       TX
1407                          0.375                5.875 Hesperia                      CA
1408                          0.375                 8.25 Westport                      CA
1409                          0.375                    8 NORTHVILLE                    MI
1410                          0.375                 6.25 Indianapolis                  IN
1411                           0.25                  6.5 Miami                         FL
1412                           0.25                7.875 San Gabriel                   CA
1413                           0.25                8.125 Glen Ellyn                    IL
1414                           0.25                7.375 Tujunga                       CA
1415                           0.25                    6 FREMONT                       CA
1416                           0.25                6.875 LA PALMA                      CA
1417                           0.25                6.875 IRVINE                        CA
1418                           0.25                6.625 NORTH HAMPTON                 NH
1419                           0.25                7.375 BRENTWOOD                     CA
1420                           0.25                 6.75 ESCONDIDO                     CA
1421                           0.25                7.875 KISSIMMEE                     FL
1422                           0.25                 6.75 GILBERT                       AZ
1423                           0.25                6.625 VACAVILLE                     CA
1424                           0.25                6.875 SAN DIEGO                     CA
1425                           0.25                6.625 SAN DIEGO                     CA
1426                           0.25                 6.25 LAS VEGAS                     NV
1427                           0.25                 7.75 BELVIDERE                     NJ
1428                           0.25                  6.5 SEA BRIGHT                    NJ
1429                           0.25                5.875 NEW CASTLE                    PA
1430                           0.25                6.375 PUYALLUP                      WA
1431                           0.25                    6 SAN PEDRO                     CA
1432                           0.25                  6.5 CARLSBAD                      CA
1433                           0.25                7.875 HUNTINGTON BEACH              CA
1434                           0.25                6.875 SCARSDALE                     NY
1435                           0.25                    7 MANTECA                       CA
1436                           0.25                    8 VALLEY CENTER                 CA
1437                           0.25                  6.5 ELIZABETH                     CO
1438                           0.25                7.375 LOMBARD                       IL
1439                           0.25                7.375 HENDERSON                     NV
1440                           0.25                6.125 GREENWICH                     CT
1441                           0.25                  6.5 MIDDLETON                     MA
1442                           0.25                    7 RIVERSIDE                     CA
1443                           0.25                    7 HARBOR CITY AREA              CA
1444                          0.375                6.625 VISTA                         CA
1445                          0.375                8.125 CO SPGS                       CO
1446                          0.375                 7.75 Mcdonough                     GA
1447                          0.375                    8 Orlando                       FL
1448                          0.375                8.375 PERRY HALL                    MD
1449                          0.375                8.625 Waycross                      GA
1450                          0.375                 8.25 HOUSTON                       TX
1451                          0.375                    6 Sacramento                    CA
1452                          0.375                8.375 Lansing                       IL
1453                          0.375                  8.5 PARADISE VALLEY               AZ
1454                          0.375                  8.5 Houston                       TX
1455                          0.375                8.375 ANTONITO                      CO
1456                          0.375                  8.5 BALTIMORE                     MD
1457                          0.375                    8 San Jose                      CA
1458                          0.375                  8.5 MARICOPA                      AZ
1459                          0.375                    8 GLENDALE                      AZ
1460                          0.375                  8.5 BLOOMINGTON                   MN
1461                          0.375                7.875 St Petersburg                 FL
1462                          0.375                7.875 Woodland Hills                CA
1463                          0.375                  8.5 Alexandria                    VA
1464                          0.375                 7.25 Hialeah                       FL
1465                          0.375                 7.75 Safety Harbor                 FL
1466                          0.375                 8.25 Denver                        CO
1467                          0.375                 7.75 Newark                        NJ
1468                          0.375                8.125 CHARLESTON                    SC
1469                          0.375                8.125 LEHIGH                        FL
1470                          0.375                7.875 Ocala                         FL
1471                          0.375                  8.5 COLUMBUS                      OH
1472                          0.375                7.625 Powder Springs                GA
1473                          0.375                  8.5 Rio Rancho                    NM
1474                          0.375                 8.25 San Diego                     CA
1475                          0.375                    8 SAINT PAUL                    MN
1476                          0.375                    8 BAKERSFIELD                   CA
1477                          0.375                7.875 STOCKTON                      CA
1478                          0.375                  8.5 LILBURN                       GA
1479                          0.375                7.875 ATLANTA                       GA
1480                          0.375                    8 ALEXANDRIA                    VA
1481                          0.375                6.375 Bishop                        GA
1482                          0.375                 7.75 San Antonio                   TX
1483                          0.375                 8.25 AURORA                        CO
1484                          0.375                  8.5 White Lake                    MI
1485                          0.375                  8.5 West Palm Beach               FL
1486                          0.375                8.125 CONCORD                       NC
1487                          0.375                 8.25 Kingman                       AZ
1488                          0.375                    8 CO SPGS                       CO
1489                          0.375                  8.5 LEHIGH                        FL
1490                          0.375                  8.5 HOLLYWOOD                     FL
1491                          0.375                  8.5 West Bloomfield               MI
1492                          0.375                 8.25 Spring Hill                   FL
1493                          0.375                7.625 Scottsdale                    AZ
1494                          0.375                8.875 Spring                        TX
1495                          0.375                7.875 STAFFORD                      VA
1496                          0.375                 8.25 Vero Beach                    FL
1497                          0.375                 8.25 BIRMINGHAM                    AL
1498                          0.375                 7.75 Boca Raton                    FL
1499                          0.375                  8.5 Phoenix                       AZ
1500                          0.375                  8.5 Memphis                       TN
1501                          0.375                7.875 SAN CLEMENTE                  CA
1502                          0.375                  8.5 Buckeye                       AZ
1503                          0.375                    7 Huntington Beach              CA
1504                          0.375                 8.25 Bakersfield                   CA
1505                          0.375                 8.25 Victorville                   CA
1506                          0.375                6.875 Berthoud                      CO
1507                          0.375                 8.25 Phoenix                       AZ
1508                          0.375                 7.75 Antioch                       CA
1509                          0.375                    8 BALTIMORE                     MD
1510                          0.375                  8.5 Mcdonough                     GA
1511                          0.375                  8.5 Mcdonough                     GA
1512                          0.375                7.875 PHOENIX                       AZ
1513                          0.375                8.375 Memphis                       TN
1514                          0.375                 7.75 ROCKY MOUNT                   NC
1515                          0.375                 8.25 Tampa                         FL
1516                          0.375                7.875 ELLENWOOD                     GA
1517                          0.375                  8.5 HAMPTON                       VA
1518                          0.375                    8 Lithonia                      GA
1519                          0.375                7.875 Edmonds                       WA
1520                          0.375                8.375 PRESCOTT VALLEY               AZ
1521                          0.375                 6.75 NEWHALL                       CA
1522                          0.375                 8.25 ATLANTA                       GA
1523                          0.375                7.625 ORLANDO                       FL
1524                          0.375                7.875 HOUSTON                       TX
1525                          0.375                7.875 STONE MOUNTAIN                GA
1526                          0.375                7.875 Grand Prairie                 TX
1527                          0.375                7.875 FARMVILLE                     VA
1528                          0.375                8.375 JACKSONVILLE                  FL
1529                          0.375                 7.75 ROCKWALL                      TX
1530                          0.375                 7.75 EAST BOSTON                   MA
1531                          0.375                6.625 CHARLOTTESVILLE               VA
1532                          0.375                8.375 BOCA RATON                    FL
1533                          0.375                 7.75 Savannah                      GA
1534                          0.375                    8 Chicago                       IL
1535                          0.375                 8.25 Santa Clarita                 CA
1536                          0.375                  8.5 Jacksonville                  FL
1537                          0.375                 8.25 Royal Palm Beach              FL
1538                          0.375                8.625 Baltimore                     MD
1539                           0.25                 6.75 ALVORD                        TX
1540                          0.375                    6 NORTH PORT                    FL
1541                          0.375                7.625 INDIANAPOLIS                  IN
1542                          0.375                 7.75 ELMONT                        NY
1543                          0.375                    6 HAVERHILL                     MA
1544                          0.375                6.625 SUFFERN                       NY
1545                          0.375                6.875 WOODBRIDGE                    VA
1546                          0.375                6.125 NUTLEY                        NJ
1547                          0.375                 8.75 QUEENS VILLAGE                NY
1548                          0.375                6.875 BAYSIDE                       NY
1549                          0.375                8.625 KISSIMMEE                     FL
1550                          0.375                 8.75 NEW YORK                      NY
1551                          0.375                    7 CAPE CORAL                    FL
1552                          0.375                8.625 PLANTATION                    FL
1553                          0.375                    8 MIAMI                         FL
1554                          0.375                 6.75 ALEXANDRIA                    VA
1555                          0.375                  9.5 SUNNY ISLES BEACH             FL
1556                          0.375                7.375 RIVERSIDE                     CA
1557                          0.375                8.375 MIAMI BEACH                   FL
1558                          0.375                 8.75 MIAMI                         FL
1559                          0.375                 7.25 WESTON                        FL
1560                          0.375                  7.5 DELMAR                        MD
1561                          0.375                6.375 MONTGOMERY                    AL
1562                          0.375                7.125 PINEHURST                     NC
1563                          0.375                    9 CAPE CORAL                    FL
1564                          0.375                8.875 NORTH MIAMI                   FL
1565                          0.375                9.375 HIALEAH                       FL
1566                          0.375                8.625 AVENTURA                      FL
1567                          0.375                  7.5 ORLANDO                       FL
1568                          0.375                8.625 LAS VEGAS                     NV
1569                          0.375                 9.75 HOLLYWOOD                     FL
1570                          0.375                7.125 LOS ANGELES                   CA
1571                          0.375                7.875 LOS ANGELES                   CA
1572                          0.375                8.875 ORLANDO                       FL
1573                          0.375                9.625 MIAMI                         FL
1574                          0.375                8.875 SUNNY ISLES BEACH             FL
1575                          0.375                 7.75 FORT MYERS                    FL
1576                          0.375                6.875 SOUTH RIDING                  VA
1577                          0.375                8.875 SUNNY ISLES BEACH             FL
1578                          0.375                  8.5 SALT LAKE CITY                UT
1579                          0.375                8.125 PEORIA                        AZ
1580                          0.375                8.375 LAS VEGAS                     NV
1581                          0.375                 9.75 SUNNY ISLES BEACH             FL
1582                          0.375                 7.75 MIAMI                         FL
1583                          0.375                 7.75 ARLINGTON                     VA
1584                          0.375                9.875 MIAMI                         FL
1585                           0.25                7.625 CAMBRIDGE                     MA
1586                           0.25                6.375 FREMONT                       CA
1587                           0.25                 6.25 SEVERNA PARK                  MD
1588                           0.25                  7.5 RIDGEWOOD                     NJ
1589                          0.375                  6.5 DECATUR                       GA
1590                           0.25                 2.75 FRISCO                        TX
1591                           0.25                7.625 Palmdale                      CA
1592                          0.375                    8 TACOMA                        WA
1593                          0.375                8.125 ADAMSTOWN                     MD
1594                          0.375                 8.25 Visalia                       CA
1595                          0.375                  8.5 Charlotte                     NC
1596                          0.375                    8 Burlington                    NC
1597                          0.375                7.625 Colorado Springs              CO
1598                          0.375                7.875 LANHAM                        MD
1599                          0.375                 8.25 DENVER                        CO
1600                          0.375                  8.5 Las Vegas                     NV
1601                          0.375                 5.75 CHARLOTTESVILLE               VA
1602                          0.375                8.125 PALM COAST                    FL
1603                          0.375                 7.75 Virginia Beach                VA
1604                          0.375                7.625 CANTON                        GA
1605                          0.375                7.875 AURORA                        CO
1606                          0.375                8.625 WOODLAND HILLS                CA
1607                          0.375                  8.5 Shelter Island                NY
1608                          0.375                7.625 FORT MILL                     SC
1609                          0.375                8.625 College Park                  MD
1610                          0.375                7.625 INDIANAPOLIS                  IN
1611                          0.375                  8.5 Taylor                        MI
1612                          0.375                8.125 Grand Jct                     CO
1613                          0.375                 8.25 OCALA                         FL
1614                          0.375                7.875 GROVELAND                     MA
1615                          0.375                8.375 AUSTIN                        TX
1616                          0.375                7.875 Manassas                      VA
1617                          0.375                  8.5 Henderson                     NV
1618                          0.375                6.375 GERMANTOWN                    MD
1619                          0.375                  8.5 KISSIMMEE                     FL
1620                          0.375                6.375 LOMPOC                        CA
1621                          0.375                 8.25 NEW PORT RICHEY               FL
1622                          0.375                    6 MC KINNEY                     TX
1623                          0.375                9.125 ROWLETT                       TX
1624                          0.375                7.625 Wake Forest                   NC
1625                          0.375                    7 Silver Spring                 MD
1626                          0.375                7.875 RANCHO MIRAGE                 CA
1627                          0.375                6.875 Madera                        CA
1628                          0.375                 5.59 PLYMOUTH                      MA
1629                          0.375                  8.5 San Marcos                    CA
1630                          0.375                 8.25 San Antonio                   TX
1631                          0.375                7.875 Austin                        TX
1632                          0.375                6.625 Ann Arbor                     MI
1633                          0.375                9.625 Ooltewah                      TN
1634                          0.375                 7.75 BRANDON                       FL
1635                          0.375                    6 Salinas                       CA
1636                          0.375                  8.5 MARANA                        AZ
1637                          0.375                 8.75 ATLANTA                       GA
1638                          0.375                 7.75 MAGNOLIA                      DE
1639                          0.375                 7.75 CHICAGO HEIGHTS               IL
1640                          0.375                 8.25 AUBURN                        CA
1641                          0.375                8.125 PEORIA                        AZ
1642                          0.375                    7 HAGERSTOWN                    MD
1643                          0.375                 7.25 LONG BEACH                    NY
1644                          0.375                6.625 NORTH BERGEN                  NJ
1645                          0.375                 4.75 TRINITY                       NC
1646                          0.375                  6.5 OAKLAND                       CA
1647                          0.375                 6.25 BOYNTON BEACH                 FL
1648                          0.375                  6.5 BIRMINGHAM                    MI
1649                          0.375                7.125 WINTER GARDEN                 FL
1650                          0.375                 6.75 STOCKTON                      CA
1651                          0.375                 7.25 HIALEAH                       FL
1652                          0.375                4.875 SCOTTSDALE                    AZ
1653                          0.375                6.625 BRENTWOOD                     CA
1654                          0.375                6.625 HELOTES                       TX
1655                          0.375                7.125 DALY CITY                     CA
1656                          0.375                6.375 UNION CITY                    CA
1657                          0.375                6.875 CHARLESTON                    SC
1658                          0.375                6.875 LONG BEACH                    NY
1659                          0.375                 6.25 LAFAYETTE                     IN
1660                          0.375                5.875 BALL GROUND                   GA
1661                          0.375                 8.25 MODESTO                       CA
1662                           0.25                 6.75 SCOTTSDALE                    AZ
1663                          0.375                  5.5 WAIPAHU                       HI
1664                          0.375                7.875 NORTH BERGEN                  NJ
1665                          0.375                 6.75 CLIFTON                       NJ
1666                          0.375                8.125 ARLINGTON                     VA
1667                          0.375                 8.25 WOODBRIDGE                    VA
1668                          0.375                 6.75 PATERSON                      NJ
1669                          0.375                7.875 WILLINGBORO                   NJ
1670                          0.375                    9 FALLS CHURCH                  VA
1671                          0.375                 7.75 PARSIPPANY                    NJ
1672                          0.375                 6.75 EAST STROUDSBURG              PA
1673                          0.375                7.875 CRESTWOOD                     KY
1674                           0.25                6.625 LOS ANGELES                   CA
1675                           0.25                 5.75 BRENTWOOD                     CA
1676                           0.25                 6.75 NORTH LAS VEGAS               NV
1677                           0.25                 6.25 SACRAMENTO                    CA
1678                           0.25                 6.75 OAKLAND                       CA
1679                           0.25                7.625 Victorville                   CA
1680                           0.25                 7.75 Rowland Heights               CA
1681                          0.375                7.625 Amityville                    NY
1682                          0.375                7.625 FRANKLINVILLE                 NJ
1683                          0.375                8.125 LITTLE NECK                   NY
1684                          0.375                9.375 LOS ANGELES                   CA
1685                          0.375                9.625 HOLLYWOOD                     FL
1686                          0.375                6.375 LADERA RANCH                  CA
1687                          0.375                8.625 BRIDGEPORT                    CT
1688                          0.375                8.875 MIAMI                         FL
1689                           0.25                7.625 Ruskin                        FL
1690                          0.375                 4.75 LAKE ELSINORE                 CA
1691                           0.25                6.625 Sacramento                    CA
1692                          0.375                6.875 O Fallon                      MO
1693                           0.25                7.625 BURBANK                       IL
1694                           0.25                7.625 CHICAGO                       IL
1695                           0.25                 8.25 DARIEN                        IL
1696                           0.25                 7.75 WHEELING                      IL
1697                           0.25                  8.5 WHEELING                      IL
1698                           0.25                7.875 CHICAGO                       IL
1699                           0.25                7.625 WEST CHICAGO                  IL
1700                           0.25                7.875 CHICAGO                       IL
1701                           0.25                7.625 CHICAGO                       IL
1702                           0.25                7.625 CHICAGO                       IL
1703                           0.25                 7.75 BURR RIDGE                    IL
1704                           0.25                 8.25 ELMWOOD PARK                  IL
1705                           0.25                7.625 GRANITE CITY                  IL
1706                           0.25                7.625 MIDLOTHIAN                    IL
1707                           0.25                 7.75 DES PLAINES                   IL
1708                           0.25                7.625 CHICAGO                       IL
1709                           0.25                7.625 FRANKLIN PARK                 IL
1710                           0.25                7.625 GLENDALE HEIGHTS              IL
1711                           0.25                8.625 CHICAGO                       IL
1712                           0.25                7.625 BRIDGEVIEW                    IL
1713                           0.25                7.875 CICERO                        IL
1714                           0.25                 7.75 CHICAGO                       IL
1715                           0.25                 6.75 OAK LAWN                      IL
1716                           0.25                 7.75 GRAFTON                       WI
1717                           0.25                7.875 LISLE                         IL
1718                          0.375                  7.5 WISCONSIN R                   WI
1719                          0.375                7.125 FRIENDSHIP                    WI
1720                          0.375                 5.54 LONGMEADOW                    MA
1721                          0.375                6.375 EAST BERNST                   KY
1722                          0.375                  6.5 PLYMOUTH                      MN
1723                            0.5                6.625 NATICK                        MA
1724                           0.25                7.875 NORTH BERGEN                  NJ
1725                          0.375                 7.75 Avondale                      AZ
1726                          0.335                 5.75 TACOMA                        WA
1727                          0.375                7.875 Woodbridge                    NJ
1728                          0.375                 8.25 Tucson                        AZ
1729                          0.375                8.125 POTTSTOWN                     PA
1730                          0.375                8.125 Griffin                       GA
1731                          0.375                  8.5 Lithonia                      GA
1732                          0.375                  8.5 Lithonia                      GA
1733                          0.375                7.875 Temple                        GA
1734                          0.375                7.875 Temple                        GA
1735                          0.375                 7.75 Atlanta                       GA
1736                          0.375                 8.25 CORONADO                      AZ
1737                          0.375                7.625 SCOTTSDALE                    AZ
1738                          0.375                7.625 SCOTTSDALE                    AZ
1739                          0.375                7.625 SCOTTSDALE                    AZ
1740                          0.375                7.625 SCOTTSDALE                    AZ
1741                          0.375                7.625 SCOTTSDALE                    AZ
1742                          0.375                    7 CARSON                        CA
1743                          0.375                 7.75 Phoenix                       AZ
1744                          0.375                7.625 ATLANTA                       GA
1745                          0.375                7.875 LITHONIA                      GA
1746                          0.375                  8.5 SPRINGHILL                    FL
1747                          0.375                  8.5 Atlanta                       GA
1748                          0.375                7.625 Marietta                      GA
1749                          0.375                    8 Columbus                      IN
1750                          0.375                8.375 Kingman                       AZ
1751                          0.375                7.875 Jersey City                   NJ
1752                          0.375                  8.5 BRADDOCK HEIGHTS              MD
1753                          0.375                    8 SPRINGFIELD                   VA
1754                          0.375                    7 Las Vegas                     NV
1755                          0.375                 7.75 Nampa                         ID
1756                          0.375                  8.5 MILWAUKEE                     WI
1757                          0.375                 8.25 HIALEAH                       FL
1758                          0.375                 8.25 FERGUS FALLS                  MN
1759                          0.375                 6.75 CARTERSVILLE                  GA
1760                          0.375                    8 Boise                         ID
1761                          0.375                  8.5 SILVER SPRING                 MD
1762                          0.375                7.875 Fredericksburg                VA
1763                          0.375                  8.5 LIGHTHOUSE POINT              FL
1764                          0.375                  8.5 MINNEAPOLIS                   MN
1765                          0.375                6.875 LAVEEN                        AZ
1766                          0.375                8.375 Daytona Beach                 FL
1767                          0.375                    8 OWINGS MILLS                  MD
1768                          0.375                7.875 Las Vegas                     NV
1769                          0.375                7.875 Las Vegas                     NV
1770                          0.375                  8.5 LEHIGH                        FL
1771                          0.375                 7.75 STOCKBRIDGE                   GA
1772                          0.375                 7.75 Grand Island                  FL
1773                          0.375                8.125 LAWRENCEVILLE                 GA
1774                          0.375                7.875 RESTON                        VA
1775                          0.375                    7 Denver                        CO
1776                          0.375                  8.5 ORLANDO                       FL
1777                          0.375                 7.75 SAINT CHARLES                 MD
1778                          0.375                  8.5 DAYTONA BEACH                 FL
1779                          0.375                 9.75 Hamilton                      OH
1780                          0.375                  8.5 Paterson                      NJ
1781                          0.375                7.875 Huntersville                  NC
1782                          0.375                 7.75 WEST PALM BEACH               FL
1783                          0.375                 8.25 Avon                          IN
1784                          0.375                7.875 Ocean Pines                   MD
1785                          0.375                 8.25 CASA GRANDE                   AZ
1786                          0.375                 8.25 CASA GRANDE                   AZ
1787                          0.375                 8.25 CASA GRANDE                   AZ
1788                          0.375                    8 Sunrise                       FL
1789                          0.375                7.875 Fort Washington               MD
1790                          0.375                8.125 Fayetteville                  GA
1791                          0.375                 7.75 WATERFORD                     CA
1792                          0.375                7.875 SURPRISE                      AZ
1793                          0.375                7.875 COLORADO SPRINGS              CO
1794                          0.375                 8.25 FRANKLIN                      OH
1795                          0.375                  8.5 COATESVILLE                   PA
1796                          0.375                6.875 ELK RIVER                     MN
1797                          0.375                  8.5 Moncks Corner                 SC
1798                          0.375                    8 WOODBRIDGE                    VA
1799                          0.375                 8.25 SAINT GEORGE                  UT
1800                          0.375                    8 Paterson                      NJ
1801                          0.375                  8.5 Los Angeles                   CA
1802                          0.375                 7.75 Elizabeth                     NJ
1803                          0.375                8.375 Arlington                     TX
1804                          0.375                7.875 San Bernardino                CA
1805                          0.375                  8.5 Miami GARDENS                 FL
1806                          0.375                  8.5 DENVER                        CO
1807                          0.375                8.125 Tamarac                       FL
1808                          0.375                 7.75 GRAND JCT                     CO
1809                          0.375                7.875 PHOENIX                       AZ
1810                          0.375                 7.75 PERRY HALL                    MD
1811                          0.375                  8.5 UPLAND                        CA
1812                          0.375                 7.75 FREDERICK                     MD
1813                          0.375                8.375 Spokane                       WA
1814                          0.375                  8.5 GLEN BURNIE                   MD
1815                          0.375                 7.75 WASHINGTON                    DC
1816                          0.375                  8.5 SILVER SPRING                 MD
1817                          0.375                  8.5 CATONSVILLE                   MD
1818                          0.375                6.625 Davenport                     FL
1819                          0.375                  8.5 DACULA                        GA
1820                          0.375                 8.25 DESOTO                        TX
1821                          0.375                 7.75 PALMETTO                      FL
1822                          0.375                    8 CHICAGO                       IL
1823                          0.375                  8.5 Palatka                       FL
1824                          0.375                8.125 ROCKY MOUNT                   NC
1825                          0.375                8.375 North Andover                 MA
1826                          0.375                    8 GLENN DALE                    MD
1827                          0.375                  8.5 MARICOPA                      AZ
1828                          0.375                 8.25 Englewood                     NJ
1829                          0.375                 7.75 SUITLAND                      MD
1830                          0.375                7.875 CAPITOL HGTS                  MD
1831                          0.375                    8 HOUSTON                       TX
1832                          0.375                 8.25 QUAKERTOWN                    PA
1833                          0.375                  8.5 Charlotte                     NC
1834                          0.375                  8.5 Parker                        CO
1835                          0.375                 7.75 ROSEDALE                      MD
1836                          0.375                 7.75 HYATTSVILLE                   MD
1837                          0.375                  8.5 Stafford                      VA
1838                          0.375                    8 HOLLY HILL                    FL
1839                          0.375                 7.75 Miami                         FL
1840                          0.375                 8.25 PLEASANTON                    TX
1841                          0.375                  8.5 Fort Lauderdale               FL
1842                          0.375                7.875 LAKE OSWEGO                   OR
1843                          0.375                  8.5 PERRY HALL                    MD
1844                          0.375                  8.5 TALLAHASSEE                   FL
1845                          0.375                8.875 Saratoga                      CA
1846                          0.375                  8.5 Gibraltar                     MI
1847                          0.375                8.375 New Bedford                   MA
1848                          0.375                7.875 SUN CITY                      AZ
1849                          0.375                    7 YORKTOWN HEIGHTS              NY
1850                          0.375                  8.5 BRISTOW                       VA
1851                          0.375                9.125 TAMPA                         FL
1852                          0.375                8.125 DISTRICT HEIGHTS              MD
1853                          0.375                 7.75 CHESTERFIELD                  VA
1854                          0.375                7.875 FLORENCE                      AZ
1855                          0.375                 8.25 MAPLE GROVE                   MN
1856                          0.375                7.875 Norfolk                       VA
1857                          0.375                 7.75 Naples                        FL
1858                          0.375                  8.5 Rochester                     MN
1859                          0.375                 8.25 SAINT PAUL                    MN
1860                          0.375                  8.5 HOUSTON                       TX
1861                          0.375                 8.25 FREDERICK                     MD
1862                          0.375                8.125 Denver                        CO
1863                          0.375                 7.75 WOODBRIDGE                    VA
1864                          0.375                  8.5 CHARLOTTE                     NC
1865                          0.375                8.875 Dearborn                      MI
1866                          0.375                 7.75 PRINCETON                     MN
1867                          0.375                 8.25 Phoenix                       AZ
1868                          0.375                6.625 SAN JOSE                      CA
1869                          0.375                    8 Glen Allen                    VA
1870                          0.375                  8.5 Tampa                         FL
1871                          0.375                 8.25 POST FALLS                    ID
1872                          0.375                7.875 THORNTON                      CO
1873                          0.375                8.375 COLUMBIAVILLE                 MI
1874                          0.375                  8.5 SILVER SPRING                 MD
1875                          0.375                7.875 Phoenix                       AZ
1876                          0.375                  8.5 REYNOLDSBURG                  OH
1877                          0.375                  8.5 MARICOPA                      AZ
1878                          0.375                 7.75 Winter Garden                 FL
1879                          0.375                7.875 FT WASHINGTON                 MD
1880                          0.375                  8.5 Spring Valley                 CA
1881                          0.375                8.125 GAINESVILLE                   VA
1882                          0.375                8.375 Braselton                     GA
1883                          0.375                7.875 SPOKANEVALLEY                 WA
1884                          0.375                7.875 GILBERT                       AZ
1885                          0.375                    8 West Valley                   UT
1886                          0.375                7.875 Sunrise                       FL
1887                          0.375                 7.75 LAWRENCEVILLE                 GA
1888                          0.375                  8.5 MILWAUKEE                     WI
1889                          0.375                8.375 Richmond                      VA
1890                          0.375                 6.25 San Jacinto                   CA
1891                          0.375                  8.5 Radiant                       VA
1892                          0.375                7.875 Manassas                      VA
1893                          0.375                 7.75 Clarksville                   TN
1894                          0.375                 7.75 Clarksville                   TN
1895                          0.375                 8.25 BUCKEYE                       AZ
1896                          0.375                8.125 DOWNEY                        CA
1897                          0.375                  8.5 BOTHELL                       WA
1898                          0.375                 7.75 Parsippany-Troy Hills         NJ
1899                          0.375                  8.5 Odessa                        FL
1900                          0.375                 8.25 CHICAGO                       IL
1901                          0.375                  8.5 Wilmington                    DE
1902                          0.375                7.875 Steamboat Springs             CO
1903                          0.375                 7.75 Manitou Springs               CO
1904                          0.375                 7.75 Manitou Springs               CO
1905                          0.375                  8.5 Centennial                    CO
1906                          0.375                  8.5 Richmond                      CA
1907                          0.375                  8.5 PANAMA CITY                   FL
1908                          0.375                  8.5 Panama City Beach             FL
1909                          0.375                  8.5 SEVERN                        MD
1910                          0.375                  8.5 BALTIMORE                     MD
1911                          0.375                    8 NAPLES                        FL
1912                          0.375                  8.5 Sunrise                       FL
1913                          0.375                8.375 Tamarac                       FL
1914                          0.375                8.125 Baltimore                     MD
1915                          0.375                  8.5 Lincoln                       CA
1916                          0.375                7.875 Denver                        CO
1917                          0.375                    8 DENVER                        CO
1918                          0.375                    8 Phoenix                       AZ
1919                          0.375                 7.75 LAS VEGAS                     NV
1920                          0.375                  8.5 POTOSI                        WI
1921                          0.375                  8.5 Tempe                         AZ
1922                          0.375                7.875 SALT LAKE CITY                UT
1923                          0.375                7.875 Winston Salem                 NC
1924                          0.375                7.875 LAS VEGAS                     NV
1925                          0.375                8.125 Cherry Hills Village          CO
1926                          0.375                7.875 Marana                        AZ
1927                          0.375                8.125 Denver                        CO
1928                          0.375                8.125 Peoria                        AZ
1929                          0.375                8.125 BROKLYN PARK                  MN
1930                          0.375                  8.5 ORLANDO                       FL
1931                          0.375                  8.5 NORTH PORT                    FL
1932                          0.375                  8.5 LARGO                         FL
1933                          0.375                8.125 COLORADO SPRINGS              CO
1934                          0.375                8.125 PHARR                         TX
1935                          0.375                    8 Riverton                      UT
1936                          0.375                 7.75 FOUNTAIN                      CO
1937                          0.375                    8 LEHIGH                        FL
1938                          0.375                 7.75 Rowlett                       TX
1939                          0.375                  8.5 MADISON                       AL
1940                          0.375                  8.5 CARROLLTON                    GA
1941                          0.375                 7.75 FORNEY                        TX
1942                          0.375                 7.65 MINNEAPOLIS                   MN
1943                          0.375                 7.75 WEST HOLLYWOOD                CA
1944                          0.375                 7.75 ANAHEIM                       CA
1945                          0.375                 7.75 Hephzibah                     GA
1946                          0.375                  6.5 STAFFORD                      VA
1947                          0.375                7.875 CLERMONT                      FL
1948                          0.375                8.125 Moncks Corner                 SC
1949                          0.375                  8.5 La Pine                       OR
1950                          0.375                    8 Brandon                       FL
1951                          0.375                7.875 Snellville                    GA
1952                          0.375                6.125 ELLENWOOD                     GA
1953                          0.375                    8 Locust Grove                  GA
1954                          0.375                8.125 Snellville                    GA
1955                          0.375                    8 Griffin                       GA
1956                          0.375                7.875 North Las Vegas               NV
1957                          0.375                7.875 Pensacola                     FL
1958                          0.375                  8.5 RADCLIFF                      KY
1959                          0.375                  8.5 OCALA                         FL
1960                          0.375                7.625 Salt Lake Cty                 UT
1961                          0.375                7.875 MESA                          AZ
1962                          0.375                 7.75 Helotes                       TX
1963                          0.375                  8.5 Imperial                      CA
1964                          0.375                7.875 TUCSON                        AZ
1965                          0.375                  8.5 Phoenix                       AZ
1966                          0.375                  8.5 Phoenix                       AZ
1967                          0.375                  8.5 Santa Clara                   CA
1968                           0.25                  8.5 Round Lake                    IL
1969                           0.25                7.125 Fillmore                      CA
1970                          0.375                 6.25 WINDERMERE                    FL
1971                          0.375                7.875 BOCA RATON                    FL
1972                          0.375                6.875 LOS ANGELES                   CA
1973                          0.375                6.875 GILROY                        CA
1974                          0.375                 7.75 QUEEN CREEK                   AZ
1975                          0.375                6.875 BRENTWOOD                     CA
1976                          0.375                7.375 FRESNO                        CA
1977                          0.375                7.875 AURORA                        CO
1978                          0.375                 7.75 TOLLESON                      AZ
1979                          0.375                7.625 QUEEN CREEK                   AZ
1980                          0.375                7.625 QUEEN CREEK                   AZ
1981                          0.375                7.625 QUEEN CREEK                   AZ
1982                          0.375                  8.5 AURORA                        CO
1983                          0.375                 7.75 SAINT AUGUSTINE               FL
1984                          0.375                 6.25 AURORA                        CO
1985                          0.375                6.375 NORTH LAS VEGAS               NV
1986                          0.375                6.875 LAS VEGAS                     NV
1987                          0.375                 6.75 COLORADO SPRING               CO
1988                          0.375                7.625 LEESBURG                      VA
1989                          0.375                7.125 LAS VEGAS                     NV
1990                          0.375                    7 JACKSONVILLE                  FL
1991                          0.375                 6.75 ORANGE PARK                   FL
1992                          0.375                 7.25 LAVEEN                        AZ
1993                          0.375                8.125 SURPRISE                      AZ
1994                          0.375                6.625 AURORA                        CO
1995                          0.375                7.625 QUEEN CREEK                   AZ
1996                          0.375                6.375 ST. AUGUSTINE                 FL
1997                          0.375                  5.5 QUEEN CREEK                   AZ
1998                          0.375                  8.5 GOODYEAR                      AZ
1999                          0.375                6.125 SURPRISE                      AZ
2000                          0.375                 6.75 ELK GROVE                     CA
2001                          0.375                5.875 LEESBURG                      VA
2002                          0.375                6.375 CHANTILLY                     VA
2003                          0.375                 6.25 BRISTOW                       VA
2004                          0.375                6.875 BRISTOW                       VA
2005                          0.375                 7.75 GOODYEAR                      AZ
2006                          0.375                7.625 LAS VEGAS                     NV
2007                          0.375                6.625 SURPRISE                      AZ
2008                          0.375                3.875 LAS VEGAS                     NV
2009                          0.375                6.875 SURPRISE                      AZ
2010                          0.375                6.875 GILBERT                       AZ
2011                          0.375                7.375 LEESBURG                      VA
2012                          0.375                6.375 TUCSON                        AZ
2013                          0.375                 6.75 TUCSON                        AZ
2014                          0.375                6.625 LAS VEGAS                     NV
2015                          0.375                6.625 ORANGE PARK                   FL
2016                          0.375                7.125 QUEEN CREEK                   AZ
2017                          0.375                 5.75 WEST JORDAN                   UT
2018                          0.375                6.875 TUCSON                        AZ
2019                          0.375                    6 TUCSON                        AZ
2020                          0.375                  6.5 LAS VEGAS                     NV
2021                          0.375                  6.5 CASTLE ROCK                   CO
2022                          0.375                 6.75 LAS VEGAS                     NV
2023                          0.375                6.375 BRISTOW                       VA
2024                          0.375                6.375 SURPRISE                      AZ
2025                          0.375                6.375 BRISTOW                       VA
2026                          0.375                 6.75 PARKER                        CO
2027                          0.375                7.625 LAVEEN                        AZ
2028                          0.375                7.625 PHOENIX                       AZ
2029                          0.375                 6.25 VILLAGE OF PALMETTO BAY       FL
2030                          0.375                7.125 HIALEAH                       FL
2031                          0.375                6.875 LORTON                        VA
2032                          0.375                 7.75 CHERRY VALLEY                 CA
2033                          0.375                7.875 EDINBURG                      TX
2034                          0.375                7.875 QUINCY                        FL
2035                          0.375                7.875 FORT WORTH                    TX
2036                          0.375                7.875 LAS VEGAS                     NV
2037                          0.375                7.875 LAS VEGAS                     NV
2038                          0.375                 7.75 CHESTERFIELD                  MI
2039                          0.375                    8 LAS VEGAS                     NV
2040                          0.375                 7.75 MAGNOLIA                      DE
2041                          0.375                 7.75 BRONX                         NY
2042                          0.375                7.875 WEST PALM BEACH               FL
2043                          0.375                 7.75 CHANDLER                      AZ
2044                          0.375                 7.75 CAPE CORAL                    FL
2045                          0.375                 7.75 COCOA                         FL
2046                          0.375                 7.75 JACKSONVILLE                  FL
2047                          0.375                 8.25 MURRIETA                      CA
2048                          0.375                    8 ANCHORAGE                     KY
2049                          0.375                8.625 NAMPA                         ID
2050                          0.375                 8.25 Spring Hill                   FL
2051                          0.375                7.875 PUEBLO                        CO
2052                          0.375                8.625 Queen Creek                   AZ
2053                          0.375                  8.5 Gaithersburg                  MD
2054                          0.375                7.875 Hialeah                       FL
2055                          0.375                  8.5 Harlem                        GA
2056                          0.375                  8.5 New Orleans                   LA
2057                          0.375                7.625 Citrus Heights                CA
2058                          0.375                  8.5 TEMECULA                      CA
2059                          0.375                 8.25 WAKE FOREST                   NC
2060                          0.375                  8.5 ATL                           GA
2061                          0.375                8.125 Sunrise                       FL
2062                          0.375                7.625 CASA GRANDE                   AZ
2063                          0.375                7.625 Gaithersburg                  MD
2064                          0.375                  8.5 Edison                        NJ
2065                          0.375                7.875 NAMPA                         ID
2066                          0.375                  8.5 LAVEEN                        AZ
2067                          0.375                7.625 QUEEN CREEK                   AZ
2068                          0.375                7.875 BUCKEYE                       AZ
2069                          0.375                7.875 PHOENIX                       AZ
2070                          0.375                8.125 PHOENIX                       AZ
2071                          0.375                 7.75 TORRANCE                      CA
2072                          0.375                8.375 Show Low                      AZ
2073                          0.375                7.875 Englewood                     NJ
2074                          0.375                 8.25 Deltona                       FL
2075                          0.375                  8.5 North Myrtle Beach            SC
2076                          0.375                    8 Baltimore                     MD
2077                          0.375                  8.5 Phoenix                       AZ
2078                          0.375                  6.5 COLORADO SPRINGS              CO
2079                          0.375                  8.5 LAS VEGAS                     NV
2080                          0.375                7.875 South Jordan                  UT
2081                          0.375                 7.75 Dallas                        TX
2082                          0.375                 7.25 PERRIS                        CA
2083                          0.375                    8 Monroe                        GA
2084                          0.375                 8.75 Sunrise                       FL
2085                          0.375                 8.25 North Lauderdale              FL
2086                          0.375                 8.75 Sunrise                       FL
2087                          0.375                7.625 Lincoln                       CA
2088                          0.375                 7.75 HAWTHORNE                     CA
2089                          0.375                 8.75 Waterbury                     CT
2090                          0.375                7.875 Port Saint Lucie              FL
2091                          0.375                 7.75 Sunrise                       FL
2092                          0.375                8.375 Washington                    NJ
2093                          0.375                    8 Plainfield                    NJ
2094                          0.375                    8 Hinesville                    GA
2095                          0.375                8.125 Morrow                        GA
2096                          0.375                7.625 Tamarac                       FL
2097                          0.375                 8.25 West New York                 NJ
2098                          0.375                8.375 El Paso                       TX
2099                          0.375                8.375 Temple                        GA
2100                          0.375                8.375 Columbus                      OH
2101                          0.375                7.875 Mesa                          AZ
2102                          0.375                 7.75 Gilbert                       AZ
2103                          0.375                7.875 RESTON                        VA
2104                          0.375                  8.5 Saint Paul                    MN
2105                          0.375                8.875 ATLANTA                       GA
2106                          0.375                 7.75 North Lauderdale              FL
2107                          0.375                 7.75 Jackson                       MI
2108                          0.375                7.875 PHOENIX                       AZ
2109                          0.375                 7.75 North Myrtle Beach            SC
2110                          0.375                7.875 LAS VEGAS                     NV
2111                          0.375                7.875 Homestead                     FL
2112                          0.375                7.625 Silver Spring                 MD
2113                          0.375                7.625 Buford                        GA
2114                          0.375                7.625 Miami                         FL
2115                          0.375                 8.25 Golden Valley                 MN
2116                          0.375                  8.5 Miami                         FL
2117                          0.375                 7.75 Boise                         ID
2118                          0.375                 8.75 COLUMBUS                      OH
2119                          0.375                 7.75 Nampa                         ID
2120                          0.375                7.875 McDonough                     GA
2121                          0.375                7.625 Snellville                    GA
2122                          0.375                7.625 Atlanta                       GA
2123                          0.375                  8.5 Passaic                       NJ
2124                          0.375                8.625 Queen Creek                   AZ
2125                          0.375                7.875 LAS VEGAS                     NV
2126                          0.375                    8 Del Valle                     TX
2127                          0.375                7.875 LAS VEGAS                     NV
2128                          0.375                7.875 LAS VEGAS                     NV
2129                          0.375                    8 Las Vegas                     NV
2130                          0.375                6.875 Alpharetta                    GA
2131                          0.375                    8 GLENDALE                      AZ
2132                          0.375                7.875 Baton Rouge                   LA
2133                          0.375                    8 WOODBRIDGE                    VA
2134                          0.375                 8.25 LAS VEGAS                     NV
2135                          0.375                 8.25 LITTLETON                     CO
2136                          0.375                6.875 ALPHARETTA                    GA
2137                          0.375                 8.75 Jacksonville                  FL
2138                          0.375                7.625 SEA TAC                       WA
2139                          0.375                 7.75 CENTREVILLE                   VA
2140                          0.375                 8.25 Palm Springs                  CA
2141                          0.375                7.875 Passaic                       NJ
2142                          0.375                    8 Sandy                         UT
2143                          0.375                7.875 PEORIA                        AZ
2144                          0.375                7.625 Scottsdale                    AZ
2145                          0.375                8.125 Orlando                       FL
2146                          0.375                 7.75 Henderson                     NV
2147                          0.375                  8.5 Kissimmee                     FL
2148                          0.375                    8 Kissimmee                     FL
2149                          0.375                7.625 Sunrise                       FL
2150                          0.375                    8 AVONDALE                      AZ
2151                          0.375                6.375 Oceanside                     CA
2152                          0.375                7.875 HAMPTON                       GA
2153                          0.375                8.125 ATLANTA                       GA
2154                          0.375                 8.75 ALPHARETTA                    GA
2155                          0.375                 7.75 NEWNAN                        GA
2156                          0.375                  8.5 Arlington                     TX
2157                          0.375                8.625 Atlanta                       GA
2158                          0.375                 7.75 Olympia                       WA
2159                          0.375                 8.75 PETERSBURG                    VA
2160                          0.375                 7.75 Trussville                    AL
2161                          0.375                 8.25 Aurora                        CO
2162                          0.375                7.875 Lincoln                       CA
2163                          0.375                8.625 Post Falls                    ID
2164                          0.375                7.125 ATLANTA                       GA
2165                          0.375                8.375 BLIGHTON                      CO
2166                          0.375                 8.25 Arvada                        CO
2167                          0.375                  8.5 Orlando                       FL
2168                          0.375                  8.5 Orlando                       FL
2169                          0.375                  8.5 NORCROSS                      GA
2170                          0.375                    7 Joshua Tree                   CA
2171                          0.375                    8 DENVER                        CO
2172                          0.375                  8.5 HOUSTON                       TX
2173                          0.375                7.875 FREDERICK                     MD
2174                          0.375                8.125 Saint George                  UT
2175                          0.375                8.125 FORT MYERS                    FL
2176                          0.375                7.625 Snellville                    GA
2177                          0.375                7.625 Snellville                    GA
2178                          0.375                7.875 Goodyear                      AZ
2179                          0.375                    8 CULPEPER                      VA
2180                          0.375                 7.75 BEALETON                      VA
2181                          0.375                  8.5 Cave Creek                    AZ
2182                          0.375                8.375 Canal Winchester              OH
2183                          0.375                 7.75 TUCSON                        AZ
2184                          0.375                 7.75 AVONDALE                      AZ
2185                          0.375                6.625 Los Angeles                   CA
2186                          0.375                 7.75 SINKING SPRING                PA
2187                          0.375                 7.75 GLENDALE                      AZ
2188                          0.375                 8.75 VANCOUVER                     WA
2189                          0.375                 7.75 BUCKEYE                       AZ
2190                          0.375                  8.5 Tigard                        OR
2191                          0.375                    8 PEORIA                        AZ
2192                          0.375                    8 ARIZONA CITY                  AZ
2193                          0.375                8.125 GLENDALE                      AZ
2194                          0.375                 8.25 AVONDALE                      AZ
2195                          0.375                7.625 SPRING HILL                   FL
2196                          0.375                7.875 ATLANTA                       GA
2197                          0.375                7.875 MARYLAND HEIGHTS              MO
2198                          0.375                 7.75 SAVANNAH                      GA
2199                          0.375                7.625 PLAINFIELD                    IL
2200                          0.375                 7.25 OCALA                         FL
2201                          0.375                  6.5 ACWORTH                       GA
2202                          0.375                 6.75 TAMPA                         FL
2203                          0.375                  8.5 tucson                        AZ
2204                          0.375                7.875 SALT LAKE CITY                UT
2205                          0.375                    8 PHOENIX                       AZ
2206                          0.375                    8 QUEEN CREEK                   AZ
2207                          0.375                  8.5 TOLLESON                      AZ
2208                          0.375                  8.5 PHOENIX                       AZ
2209                          0.375                    8 West New York                 NJ
2210                          0.375                 8.25 GILBERT                       AZ
2211                          0.375                8.625 Wall Township                 NJ
2212                          0.375                7.875 SPRINGFIELD                   VA
2213                          0.375                  8.5 PHOENIX                       AZ
2214                          0.375                 7.75 Orlando                       FL
2215                          0.375                  8.5 PHOENIX                       AZ
2216                          0.375                8.625 CAVE CREEK                    AZ
2217                          0.375                6.875 Reseda                        CA
2218                          0.375                    8 Scottsdale                    AZ
2219                          0.375                8.125 Waddell                       AZ
2220                          0.375                 8.75 PORT ST LUCIE                 FL
2221                          0.375                    8 Surprise                      AZ
2222                          0.375                  8.5 Phoenix                       AZ
2223                          0.375                8.125 Cape Coral                    FL
2224                          0.375                  8.5 Tualatin                      OR
2225                          0.375                8.125 Villa Rica                    GA
2226                          0.375                7.875 Ashburn                       VA
2227                          0.375                 8.25 LAKELAND                      TN
2228                          0.375                8.375 EAST POINT                    GA
2229                          0.375                8.375 ATLANTA                       GA
2230                          0.375                7.875 CALHOUN                       GA
2231                          0.375                 8.25 EAST POINT                    GA
2232                          0.375                 8.25 ACWORTH                       GA
2233                          0.375                 8.25 DECATUR                       GA
2234                          0.375                8.375 DECATUR                       GA
2235                          0.375                7.875 RIVERDALE                     GA
2236                          0.375                7.625 Lehigh Acres                  FL
2237                          0.375                  8.5 APOLLO BEACH                  FL
2238                          0.375                7.875 ACWORTH                       GA
2239                          0.375                 7.75 SILVER  SPRING                MD
2240                          0.375                 7.75 Edinburg                      TX
2241                          0.375                7.625 Tucson                        AZ
2242                          0.375                    8 Gwynn Oak                     MD
2243                          0.375                8.125 ANNAPOLIS                     MD
2244                          0.375                7.875 Haines City                   FL
2245                          0.375                  8.5 AVONDALE                      AZ
2246                          0.375                  8.5 HOUSTON                       TX
2247                          0.375                7.875 GREEN BAY                     WI
2248                          0.375                8.375 AURORA                        CO
2249                          0.375                8.375 ERIE                          CO
2250                          0.375                7.625 North Las Vegas               NV
2251                          0.375                7.875 Stuart                        FL
2252                          0.375                8.125 CRYSTAL                       MN
2253                          0.375                  8.5 Orlando                       FL
2254                          0.375                8.375 CRYSTAL                       MN
2255                          0.375                8.125 Reseda                        CA
2256                          0.375                  8.5 Plainfield                    NJ
2257                          0.375                  8.5 Kissimmee                     FL
2258                          0.375                  8.5 Las Vegas                     NV
2259                          0.375                 7.75 Miami                         FL
2260                          0.375                  8.5 Linden                        NJ
2261                          0.375                7.625 Paterson                      NJ
2262                          0.375                8.375 CARROLLTON                    TX
2263                          0.375                7.625 Robertsville                  MO
2264                          0.375                7.875 Hampton                       GA
2265                          0.375                8.375 Lawrenceville                 GA
2266                          0.375                    8 WHITEHALL                     OH
2267                          0.375                  8.5 Royal Palm Beach              FL
2268                          0.375                 7.75 Madison                       VA
2269                          0.375                7.875 Big Bear Lake                 CA
2270                          0.375                 8.25 Covington                     GA
2271                          0.375                7.875 PHOENIX                       AZ
2272                          0.375                8.625 HEWLETT NECK                  NY
2273                          0.375                 7.75 Buford                        GA
2274                          0.375                7.875 Temple                        GA
2275                          0.375                7.875 Temple                        GA
2276                          0.375                  8.5 WHITESBORO                    TX
2277                          0.375                 8.25 Fairburn                      GA
2278                          0.375                8.375 Jonesboro                     GA
2279                          0.375                 7.75 Forest Park                   GA
2280                          0.375                    8 Stone Mountain                GA
2281                          0.375                    8 RIVERDALE                     GA
2282                          0.375                    8 RIVERDALE                     GA
2283                          0.375                7.875 ELGIN                         IL
2284                          0.375                 8.25 RIVERDALE                     GA
2285                          0.375                7.875 LEHIGH ACRES                  FL
2286                          0.375                8.125 ATLANTA                       GA
2287                          0.375                 7.75 ATLANTA                       GA
2288                          0.375                 7.75 LAWRENCEVILLE                 GA
2289                          0.375                8.375 DALLAS                        GA
2290                          0.375                7.875 ATLANTA                       GA
2291                          0.375                  8.5 ATLANTA                       GA
2292                          0.375                    8 Denver                        CO
2293                          0.375                7.875 Winona                        MN
2294                          0.375                7.875 Elizabeth                     NJ
2295                          0.375                8.625 HUNTINGTON BEACH              CA
2296                          0.375                7.875 WINTER GARDEN                 FL
2297                          0.375                  8.5 CAPE CORAL                    FL
2298                          0.375                    8 Denver                        CO
2299                          0.375                 7.75 Fort Myers                    FL
2300                          0.375                7.875 Buford                        GA
2301                          0.375                  8.5 Surfside Beach                SC
2302                          0.375                  8.5 La Quinta                     CA
2303                          0.375                    8 Myrtle Beach                  SC
2304                          0.375                  8.5 MCKINNEY                      TX
2305                          0.375                    8 Lake Geneva                   WI
2306                          0.375                  8.5 Higley                        AZ
2307                          0.375                8.875 Midway                        UT
2308                          0.375                7.625 Highlands Ranch               CO
2309                          0.375                6.875 Linthicum Heights             MO
2310                          0.375                8.125 Midlothian                    VA
2311                          0.375                    8 Coraopolis                    PA
2312                          0.375                    8 West Columbia                 SC
2313                          0.375                8.125 West Palm Beach               FL
2314                          0.375                8.375 HOUSTON                       TX
2315                          0.375                 8.25 Jeffersonville                IN
2316                          0.375                 8.25 Carpentersville               IL
2317                          0.375                8.625 HUGO                          MN
2318                          0.375                  8.5 KENT                          WA
2319                          0.375                 7.75 ATLANTA                       GA
2320                          0.375                7.875 ELLENWOOD                     GA
2321                          0.375                7.875 COMMMERCE                     GA
2322                          0.375                8.375 CONLEY                        GA
2323                          0.375                8.625 Greenacres                    FL
2324                          0.375                8.125 Indianapolis                  IN
2325                          0.375                8.125 MANASSAS                      VA
2326                          0.375                 8.75 Atlanta                       GA
2327                          0.375                 8.25 LOS ANGELES                   CA
2328                          0.375                 7.75 Bothell                       WA
2329                          0.375                 8.25 Fort Collins                  CO
2330                          0.375                  8.5 Houston                       TX
2331                          0.375                7.875 MANASSAS                      VA
2332                          0.375                  8.5 LEHIGH ACRES                  FL
2333                          0.375                7.875 Phoenix                       AZ
2334                          0.375                7.625 Riverside                     CA
2335                          0.375                7.625 Duluth                        GA
2336                          0.375                8.125 Homosassa                     FL
2337                          0.375                 7.75 WATERTOWN                     MA
2338                          0.375                  8.5 Delano                        CA
2339                          0.375                  8.5 TOLLESON                      AZ
2340                          0.375                  8.5 Palm Beach                    FL
2341                          0.375                 7.75 FOUNTAIN                      CO
2342                          0.375                  8.5 Newark                        NJ
2343                          0.375                7.875 CO SPGS                       CO
2344                          0.375                7.625 McDonough                     GA
2345                          0.375                7.875 HAMPTON                       GA
2346                          0.375                8.375 FAIRBURN                      GA
2347                          0.375                 6.75 Burien                        WA
2348                          0.375                7.625 Buford                        GA
2349                          0.375                6.875 SUWANEE                       GA
2350                          0.375                 7.75 Mesa                          AZ
2351                          0.375                  7.5 LAS VEGAS                     NV
2352                          0.375                 8.25 Douglasville                  GA
2353                          0.375                    8 Homestead                     FL
2354                          0.375                7.875 Portland                      OR
2355                          0.375                 8.25 Bartonsville                  PA
2356                          0.375                7.625 AMO                           CO
2357                          0.375                 7.75 Aurora                        CO
2358                          0.375                7.875 San Bernardino                CA
2359                          0.375                 8.25 ATL                           GA
2360                          0.375                7.875 FREDERICKSBURG                VA
2361                          0.375                 7.75 Las Vegas                     NV
2362                          0.375                 8.25 El Paso                       TX
2363                          0.375                  8.5 Denver                        CO
2364                          0.375                  8.5 Tampa                         FL
2365                          0.375                  8.5 Kissimmee                     FL
2366                          0.375                  8.5 LAS VEGAS                     NV
2367                          0.375                  8.5 WATERBURY                     CT
2368                          0.375                 8.25 Pilot Rock                    OR
2369                          0.375                  8.5 Broadway                      VA
2370                          0.375                7.875 Paterson                      NJ
2371                          0.375                  8.5 Orlando                       FL
2372                          0.375                8.375 Stafford                      TX
2373                          0.375                8.375 Stafford                      TX
2374                          0.375                  8.5 Atlanta                       GA
2375                          0.375                7.625 Jacksonville                  FL
2376                          0.375                  8.5 Homestead                     FL
2377                          0.375                8.125 LEHIGH                        FL
2378                          0.375                8.375 Glendale                      AZ
2379                          0.375                  8.5 Lakeland                      FL
2380                          0.375                7.625 Hahira                        GA
2381                          0.375                 7.75 Glen Ellyn                    IL
2382                          0.375                    8 Las Vegas                     NV
2383                          0.375                    8 Norcross                      GA
2384                          0.375                7.875 MIDVALE                       UT
2385                          0.375                8.125 RICHMOND                      CA
2386                          0.375                    8 San Antonio                   TX
2387                          0.375                  8.5 JACKSONVILLE                  FL
2388                          0.375                    8 Phoenix                       AZ
2389                          0.375                 8.25 Valdosta                      GA
2390                          0.375                  8.5 Palm Springs                  CA
2391                          0.375                7.875 ORLANDO                       FL
2392                          0.375                  8.5 Eagle River                   WI
2393                          0.375                  8.5 Lawrenceville                 GA
2394                          0.375                 7.75 Tucson                        AZ
2395                          0.375                  8.5 HOUSTON                       TX
2396                          0.375                    8 Savannah                      TX
2397                          0.375                7.625 Huachuca City                 AZ
2398                          0.375                7.875 Jonesboro                     GA
2399                          0.375                7.875 Maricopa                      AZ
2400                          0.375                 7.75 Riverview                     FL
2401                          0.375                 7.75 Long Beach                    CA
2402                          0.375                  8.5 Mitchell                      IN
2403                          0.375                7.875 Covington                     GA
2404                          0.375                 8.25 Stone Mountain                GA
2405                          0.375                8.375 Hollywood                     FL
2406                          0.375                  8.5 Kennesaw                      GA
2407                          0.375                7.875 Troutdale                     OR
2408                          0.375                    8 Decatur                       GA
2409                          0.375                 8.25 Tigard                        OR
2410                          0.375                 6.75 Vallejo                       CA
2411                          0.375                 7.75 Cape Coral                    FL
2412                          0.375                 7.75 Tucson                        AZ
2413                          0.375                8.375 LOS ANGELES                   CA
2414                          0.375                7.875 Phoenix                       AZ
2415                          0.375                  8.5 HENDERSON                     NV
2416                          0.375                8.125 Chesterfield                  VA
2417                          0.375                7.875 Saint Petersburg              FL
2418                          0.375                 7.75 POWELL                        OH
2419                          0.375                 8.25 Portland                      OR
2420                          0.375                7.875 CHICAGO                       IL
2421                          0.375                8.125 HERNDON                       VA
2422                          0.375                7.625 Olivehurst                    CA
2423                          0.375                8.375 ARLINGTON                     VA
2424                          0.375                    8 CLERMONT                      FL
2425                          0.375                 8.25 LAS VEGAS                     NV
2426                          0.375                7.875 NAMPA                         ID
2427                          0.375                7.875 ELKRIDGE                      MD
2428                          0.375                 8.25 Denver                        CO
2429                          0.375                    8 Pompano Beach                 FL
2430                          0.375                8.125 FORESTVILLE                   CA
2431                          0.375                7.125 PEORIA                        AZ
2432                          0.375                 7.75 BAKERSFIELD                   CA
2433                          0.375                8.625 BIRMINGHAM                    AL
2434                          0.375                    8 SAINT CLOUD                   MN
2435                          0.375                7.875 BRIGHTON                      MI
2436                          0.375                7.875 Buford                        GA
2437                          0.375                8.125 BOWIE                         MD
2438                          0.375                  8.5 SUFFOLK                       VA
2439                          0.375                 7.75 CAPE CORAL                    FL
2440                          0.375                 7.75 Port Richey                   FL
2441                          0.375                 7.75 MARICOPA                      AZ
2442                          0.375                 7.75 BOLINGBROOK                   IL
2443                          0.375                8.125 Levittown                     PA
2444                          0.375                7.875 Land O Lakes                  FL
2445                          0.375                 7.75 CLINTON                       WI
2446                          0.375                  8.5 GREENFIELD                    OH
2447                          0.375                  7.4 Fort Worth                    TX
2448                          0.375                 7.25 Yuma                          AZ
2449                          0.375                7.875 SAVAGE                        MN
2450                          0.375                7.875 Hawthorne                     NJ
2451                          0.375                    8 Union City                    NJ
2452                          0.375                  8.5 INDIANAPOLIS                  IN
2453                          0.375                 8.25 Sunrise                       FL
2454                          0.375                7.875 MC KINNEY                     TX
2455                          0.375                7.875 Pompano Beach                 FL
2456                          0.375                 8.25 Phoenix                       AZ
2457                          0.375                 7.75 Tucson                        AZ
2458                          0.375                 8.25 Salt Lake City                UT
2459                          0.375                 6.75 Santa Maria                   CA
2460                          0.375                7.625 Lakeway                       TX
2461                          0.375                 7.75 Gilbert                       AZ
2462                          0.375                7.875 ARLINGTON                     TX
2463                          0.375                9.375 Naples                        FL
2464                          0.375                7.875 Houston                       TX
2465                          0.375                7.875 Denver                        CO
2466                          0.375                  8.5 Ocoee                         FL
2467                          0.375                  8.5 GILBERT                       AZ
2468                          0.375                7.625 MESA                          AZ
2469                          0.375                 7.75 DENVER                        CO
2470                          0.375                 8.25 DANA POINT                    CA
2471                          0.375                 8.25 Denver                        CO
2472                          0.375                  8.5 PORTLAND                      OR
2473                          0.375                8.375 BUCKEYE                       AZ
2474                          0.375                7.875 VANCOUVER                     WA
2475                          0.375                9.375 DENVER                        CO
2476                          0.375                7.875 Atlanta                       GA
2477                          0.375                    8 College Park                  GA
2478                          0.375                  8.5 Philadelphia                  PA
2479                          0.375                6.375 LAS VEGAS                     NV
2480                          0.375                    8 Lathrop                       CA
2481                          0.375                 7.75 Aurora                        CO
2482                          0.375                 8.25 Miami                         FL
2483                          0.375                7.625 HILLIARD                      OH
2484                          0.375                7.875 Covington                     GA
2485                          0.375                 7.75 DETROIT                       MI
2486                          0.375                7.875 WATERTOWN                     MN
2487                          0.375                    8 WEST VALLEY CITY              UT
2488                          0.375                8.625 Detroit                       MI
2489                          0.375                7.875 HYATTSVILLE                   MD
2490                          0.375                 7.75 LAS VEGAS                     NV
2491                          0.375                8.125 Orlando                       FL
2492                          0.375                7.875 Port Saint Lucie              FL
2493                          0.375                7.625 BLACKLICK                     OH
2494                          0.375                7.875 Aurora                        CO
2495                          0.375                7.875 Baldwin                       NY
2496                          0.375                7.875 Aurora                        CO
2497                          0.375                 7.75 Marysville                    WA
2498                          0.375                7.875 Dallas                        TX
2499                          0.375                7.625 NORTH OGDEN                   UT
2500                          0.375                 7.75 Tampa                         FL
2501                          0.375                8.375 Coconut Grove                 FL
2502                          0.375                7.875 South Jordan                  UT
2503                          0.375                8.625 WESTFIELD                     IN
2504                          0.375                8.125 LAND O LAKES                  FL
2505                          0.375                8.125 BROOKLYN CENTER               MN
2506                          0.375                8.375 HYDE PARK                     MA
2507                          0.375                  8.5 OGDEN                         UT
2508                          0.375                    8 San Luis Obispo               CA
2509                          0.375                7.625 Coconut Creek                 FL
2510                          0.375                7.625 LAS VEGAS                     NV
2511                          0.375                 6.75 Saint Cloud                   FL
2512                          0.375                 7.75 Las Vegas                     NV
2513                          0.375                 7.75 PENSACOLA                     FL
2514                          0.375                7.625 SALT LAKE CITY                UT
2515                          0.375                7.875 Delray Beach                  FL
2516                          0.375                  8.5 Weston                        FL
2517                          0.375                  8.5 N LAS VEGAS                   NV
2518                          0.375                    8 Hyattsville                   MD
2519                          0.375                7.875 SEATTLE                       WA
2520                          0.375                7.625 Stafford                      VA
2521                          0.375                    8 Newark                        NJ
2522                          0.375                  8.5 spring hill                   FL
2523                          0.375                    8 Las Vegas                     NV
2524                          0.375                  8.5 STOCKBRIDGE                   WI
2525                          0.375                7.875 Las Vegas                     NV
2526                          0.375                8.625 RIALTO                        CA
2527                          0.375                8.625 TUCSON                        AZ
2528                          0.375                  8.5 LAS VEGAS                     NV
2529                          0.375                  8.5 Houston                       TX
2530                          0.375                  8.5 Pleasantville                 NJ
2531                          0.375                7.875 Atlanta                       GA
2532                          0.375                  8.5 Immokalee                     FL
2533                          0.375                7.875 OCEAN PINES                   MD
2534                          0.375                    8 Stone Mountain                GA
2535                          0.375                  8.5 Parkland                      FL
2536                          0.375                 7.75 GALLOWAY TOWNSHIP             NJ
2537                          0.375                  8.5 Suitland                      MD
2538                          0.375                 7.75 Port Saint Lucie              FL
2539                          0.375                 7.75 Cottage Grove                 MN
2540                          0.375                7.625 Las Vegas                     NV
2541                          0.375                    8 ORLANDO                       FL
2542                          0.375                    8 ORLANDO                       FL
2543                          0.375                 8.25 Peoria                        AZ
2544                          0.375                7.875 ORLANDO                       FL
2545                          0.375                7.625 Imperial                      CA
2546                          0.375                7.875 SALT LAKE CITY                UT
2547                          0.375                 7.75 CHELSEA                       MA
2548                          0.375                  8.5 Phoenix                       AZ
2549                          0.375                7.625 CONCORD                       CA
2550                          0.375                 7.75 RANCHO CORDOVA                CA
2551                          0.375                 8.25 Tehachapi                     CA
2552                          0.375                7.875 Salt Lake City                UT
2553                          0.375                  8.5 FERN CREEK                    KY
2554                          0.375                  8.5 SAINT PAUL                    MN
2555                          0.375                7.875 HOUSTON                       TX
2556                          0.375                8.125 Fort Lauderdale               FL
2557                          0.375                  8.5 ASHBURN                       VA
2558                          0.375                  8.5 Westlake Village              CA
2559                          0.375                  8.5 Linden                        AZ
2560                          0.375                  8.5 SALT LAKE CITY                UT
2561                          0.375                7.875 HENDERSON                     NV
2562                          0.375                  8.5 ORLANDO                       FL
2563                          0.375                 7.75 Port Saint Lucie              FL
2564                          0.375                7.875 Queen Creek                   AZ
2565                          0.375                7.875 Naples                        FL
2566                          0.375                8.125 Atlanta                       GA
2567                          0.375                 7.75 LAS VEGAS                     NV
2568                          0.375                 6.75 CHICAGO                       IL
2569                          0.375                 7.75 PORT SAINT LUCIE              FL
2570                          0.375                    8 Hollywood                     FL
2571                          0.375                 7.75 VERO BEACH                    FL
2572                          0.375                 7.75 VERO BEACH                    FL
2573                          0.375                 7.75 MESA                          AZ
2574                          0.375                8.375 WESTPALM BEACH                FL
2575                          0.375                 7.75 VERO BEACH                    FL
2576                          0.375                 7.75 VERO BEACH                    FL
2577                          0.375                 7.75 Port Saint Lucie              FL
2578                          0.375                7.875 CORNVILLE                     AZ
2579                          0.375                 7.75 Port Saint Lucie              FL
2580                          0.375                8.125 Henderson                     NV
2581                          0.375                 7.75 VERO BEACH                    FL
2582                          0.375                  8.5 HOUSTON                       TX
2583                          0.375                 7.75 Denver                        CO
2584                          0.375                7.875 PHOENIX                       AZ
2585                          0.375                 7.75 VERO BEACH                    FL
2586                          0.375                8.125 CHANDLER                      AZ
2587                          0.375                  8.5 GILBERT                       AZ
2588                          0.375                  8.5 Saginaw                       MI
2589                          0.375                8.125 FORT WORTH                    TX
2590                          0.375                 7.75 S SALT LAKE                   UT
2591                          0.375                 8.25 GEORGETOWN                    IN
2592                          0.375                 7.75 Orlando                       FL
2593                          0.375                  8.5 SAINT LOUIS                   MO
2594                          0.375                7.875 Richmond                      VA
2595                          0.375                7.875 Manassas                      VA
2596                          0.375                8.375 CHARLOTTE                     NC
2597                          0.375                 7.75 Durham                        NC
2598                          0.375                7.375 WHITTIER                      CA
2599                          0.375                5.875 Birmingham                    AL
2600                          0.375                  8.5 CHANDLER                      AZ
2601                          0.375                8.375 Richmond                      VA
2602                          0.375                7.875 WANAMINGO                     MN
2603                          0.375                9.125 West Palm Beach               FL
2604                          0.375                8.375 Mcdonough                     GA
2605                          0.375                7.875 Silver Spring                 MD
2606                          0.375                8.375 Euless                        TX
2607                          0.375                7.875 OLNEY                         MD
2608                          0.375                7.875 Elizabeth                     NJ
2609                          0.375                 8.25 Milwaukee                     WI
2610                          0.375                8.375 HIGHLANDS RANCH               CO
2611                          0.375                 7.75 Palm Bay                      FL
2612                          0.375                    8 MORROW                        OH
2613                          0.375                  8.5 CHESTERFIELD                  VA
2614                          0.375                  8.5 Houston                       TX
2615                          0.375                8.375 MIDLOTHIAN                    VA
2616                          0.375                 8.25 Charleston                    SC
2617                          0.375                  8.5 Atlanta                       GA
2618                          0.375                6.875 Gold Beach                    OR
2619                          0.375                  8.5 Bridgeport                    MI
2620                          0.375                 7.75 Frederick                     MD
2621                          0.375                  8.5 Saginaw                       MI
2622                          0.375                 7.75 Jersey City                   NJ
2623                          0.375                  8.5 Saginaw                       MI
2624                          0.375                  8.5 F M                           FL
2625                          0.375                7.875 Myrtle Beach                  SC
2626                          0.375                  8.5 FORT WORTH                    TX
2627                          0.375                7.875 ELLICOTT CITY                 MD
2628                          0.375                    8 Rio Rancho                    NM
2629                          0.375                7.875 FREMONT                       CA
2630                          0.375                  8.5 PHOENIX                       AZ
2631                          0.375                  8.5 CHULA VISTA                   CA
2632                          0.375                 7.75 VICTORVILLE                   CA
2633                          0.375                  8.5 Peoria                        AZ
2634                          0.375                  8.5 DEARBORN                      MI
2635                          0.375                 7.75 SAINT PAUL                    MN
2636                          0.375                8.375 MIAMI                         FL
2637                          0.375                    8 BOWIE                         MD
2638                          0.375                8.375 Acworth                       GA
2639                          0.375                 7.75 COVINGTON                     GA
2640                          0.375                8.125 MANASSAS                      VA
2641                          0.375                  8.5 Phoenix                       AZ
2642                          0.375                8.375 INDIANAPOLIS                  IN
2643                          0.375                  8.5 ATLANTA                       GA
2644                          0.375                 7.75 JACKSONVILLE                  FL
2645                          0.375                 7.75 SAN ANTONIO                   TX
2646                          0.375                7.875 Tacoma                        WA
2647                          0.375                7.875 CHICAGO                       IL
2648                          0.375                 7.75 MESQUITE                      TX
2649                          0.375                7.875 Phoenix                       AZ
2650                          0.375                 7.75 NAPLES                        FL
2651                          0.375                  8.5 SACRAMENTO                    CA
2652                          0.375                7.875 CARROLLTON                    GA
2653                          0.375                 7.75 ATL                           GA
2654                          0.375                  8.5 ELLENWOOD                     GA
2655                          0.375                 7.75 AURORA                        CO
2656                          0.375                 8.25 Las Vegas                     NV
2657                          0.375                 8.25 Rosamond                      CA
2658                          0.375                 7.75 ATLANTA                       GA
2659                          0.375                 7.75 ATLANTA                       GA
2660                          0.375                  8.5 ALPHARETTA                    GA
2661                          0.375                  8.5 DENVER                        CO
2662                          0.375                 8.25 MARINA DEL REY                CA
2663                          0.375                7.875 Tempe                         AZ
2664                          0.375                7.875 MIDDLE RIVER                  MD
2665                          0.375                 8.25 Knoxville                     TN
2666                          0.375                  8.5 Little Rock                   AR
2667                          0.375                7.875 Saint Peter                   MN
2668                          0.375                7.875 Phoenix                       AZ
2669                          0.375                 8.25 GILBERT                       AZ
2670                          0.375                8.375 Fort Myers Beach              FL
2671                          0.375                7.875 North Port                    FL
2672                          0.375                6.625 Brick                         NJ
2673                          0.375                    8 JONESBORO                     GA
2674                          0.375                7.875 ELLIJAY                       GA
2675                          0.375                 8.25 STONE MOUNTAIN                GA
2676                          0.375                    8 Stockton                      CA
2677                          0.375                7.875 UPPER MARLBORO                MD
2678                          0.375                  8.5 FOUNTAIN INN                  SC
2679                          0.375                7.875 POTTSTOWN                     PA
2680                          0.375                 7.75 Springfield                   MO
2681                          0.375                  8.5 WORCESTER                     MA
2682                          0.375                  8.5 TAMPA                         FL
2683                          0.375                    8 SALT LAKE CITY                UT
2684                          0.375                 7.75 COLLEGE PARK                  MD
2685                          0.375                    8 ENON                          VA
2686                          0.375                 7.75 LA VERKIN                     UT
2687                          0.375                8.375 BRANDON                       FL
2688                          0.375                 7.75 CHESTERTOWN                   MD
2689                          0.375                7.875 WOODBRIDGE                    VA
2690                          0.375                8.375 Maywood                       IL
2691                          0.375                6.375 PHOENIX                       AZ
2692                          0.375                  8.5 PROVIDENCE                    RI
2693                          0.375                  8.5 BALTIMORE                     MD
2694                          0.375                7.875 Phoenix                       AZ
2695                          0.375                7.875 Antioch                       TN
2696                          0.375                    8 Saint Peter                   MN
2697                          0.375                7.875 ALDIE                         VA
2698                          0.375                 7.75 Joliet                        IL
2699                          0.375                  8.5 Houston                       TX
2700                          0.375                 7.75 Miami                         FL
2701                          0.375                 8.25 Oviedo                        FL
2702                          0.375                  8.5 MIDDLE RIVER                  MD
2703                          0.375                 7.75 KELLER                        TX
2704                          0.375                 7.75 Nampa                         ID
2705                          0.375                8.125 SAN BERNARDINO                CA
2706                          0.375                7.875 HERNDON                       VA
2707                          0.375                 8.25 QUEEN CREEK                   AZ
2708                          0.375                 7.75 El Mirage                     AZ
2709                          0.375                  8.5 Atlanta                       GA
2710                          0.375                 7.75 Baltimore                     MD
2711                          0.375                 8.25 MURRIETA                      CA
2712                          0.375                    8 RICHMOND                      VA
2713                          0.375                    8 Lawrenceville                 GA
2714                          0.375                  8.5 HOLLYWOOD                     FL
2715                          0.375                7.875 DETROIT                       MI
2716                          0.375                  8.5 Kissimmee                     FL
2717                          0.375                 8.25 JACKSONVILLE                  FL
2718                          0.375                  8.5 TEMPE                         AZ
2719                          0.375                    8 St Augustine                  FL
2720                          0.375                    8 Franklin Square               NY
2721                          0.375                    8 CLARKSVILLE                   TN
2722                          0.375                  8.5 SANDY                         OR
2723                          0.375                    8 Clifton                       NJ
2724                          0.375                 7.75 LOS ANGELES                   CA
2725                          0.375                8.125 Riverside                     NJ
2726                          0.375                7.875 FAIRBURN                      GA
2727                          0.375                8.375 HAMPTON                       GA
2728                          0.375                 7.75 McDonough                     GA
2729                          0.375                    8 DENVER                        CO
2730                          0.375                 7.75 Palm Bay                      FL
2731                          0.375                7.875 PHOENIX                       AZ
2732                          0.375                    8 SAN ANTONIO                   TX
2733                          0.375                 7.25 Trophy Club                   TX
2734                          0.375                 8.25 Sunrise                       FL
2735                          0.375                 8.25 Sunrise                       FL
2736                          0.375                8.375 Redford                       MI
2737                          0.375                  8.5 Lake Placid                   FL
2738                          0.375                  8.5 AVONDALE                      OH
2739                          0.375                 8.25 NEWARK                        DE
2740                          0.375                 7.75 SPRINGFIELD                   MA
2741                          0.375                 8.25 LUDLOW                        KY
2742                          0.375                  8.5 Inver Grove                   MN
2743                          0.375                 8.25 Fort Pierce                   FL
2744                          0.375                  8.5 Highland Village              TX
2745                          0.375                7.875 CANTON                        GA
2746                          0.375                 8.25 ALEXANDRIA                    VA
2747                          0.375                 8.25 BLUFFTON                      SC
2748                          0.375                8.125 Joliet                        IL
2749                          0.375                  8.5 LITHONIA                      GA
2750                          0.375                 7.75 INDIANAPOLIS                  IN
2751                          0.375                7.875 RICHMOND                      VA
2752                          0.375                8.375 SAN ANTONIO                   TX
2753                          0.375                8.375 Pembroke Pines                FL
2754                          0.375                    8 LAKEWOOD                      CO
2755                          0.375                8.125 Lacey                         WA
2756                          0.375                 8.25 Lakeland                      FL
2757                          0.375                 7.75 TURLOCK                       CA
2758                          0.375                  8.5 LITHONIA                      GA
2759                          0.375                7.875 WILMINGTON                    NC
2760                          0.375                7.875 ALPHARETTA                    GA
2761                          0.375                8.375 LOGANVILLE                    GA
2762                          0.375                8.375 LITHONIA                      GA
2763                          0.375                7.875 WINDER                        GA
2764                          0.375                  8.5 MACON                         GA
2765                          0.375                8.125 FLOWERY BRANCH                GA
2766                          0.375                7.875 DALLAS                        GA
2767                          0.375                 7.75 FAIRBURN                      GA
2768                          0.375                  8.5 WINDER                        GA
2769                          0.375                8.375 ALABASTER                     AL
2770                          0.375                8.375 ALABASTER                     AL
2771                          0.375                  8.5 TITUSVILLE                    FL
2772                          0.375                  8.5 EAST POINT                    GA
2773                          0.375                7.875 Joliet                        IL
2774                          0.375                 8.25 Saint Louis                   MO
2775                          0.375                 8.25 Saint Louis                   MO
2776                          0.375                 7.75 SANDY                         UT
2777                          0.375                 7.75 Saint Petersburg              FL
2778                          0.375                    8 Clovis                        NM
2779                          0.375                  8.5 OLNEY                         MD
2780                          0.375                8.375 Frisco                        TX
2781                          0.375                 8.25 ROUND ROCK                    TX
2782                          0.375                  8.5 Phoenix                       AZ
2783                          0.375                8.375 N MYRTLE BEACH                SC
2784                          0.375                 7.25 PETERSBURG                    VA
2785                          0.375                8.375 COLUMBIA                      MO
2786                          0.375                  8.5 LEHIGH ACRES                  FL
2787                          0.375                  7.5 CHARLOTTE                     NC
2788                          0.375                 8.25 Peoria                        AZ
2789                          0.375                8.625 Charlotte                     NC
2790                          0.375                 8.25 CINCINNATI                    OH
2791                          0.375                    8 LAS VEGAS                     NV
2792                          0.375                    8 Boynton Beach                 FL
2793                          0.375                    8 JACKSONVILLE                  FL
2794                          0.375                    8 LAS VEGAS                     NV
2795                          0.375                 8.25 Saint Louis                   MO
2796                          0.375                    8 Fort Collins                  CO
2797                          0.375                  8.5 HOUSTON                       TX
2798                          0.375                7.875 Lauderdale Lakes              FL
2799                          0.375                  8.5 Meigs                         GA
2800                          0.375                8.125 EAST PROVIDENCE               RI
2801                          0.375                  8.5 PORTER                        TX
2802                          0.375                  8.5 HOMER GLEN                    IL
2803                          0.375                7.875 Valley Center                 CA
2804                          0.375                8.125 Surprise                      AZ
2805                          0.375                 7.75 DENVER                        CO
2806                          0.375                  8.5 Dearborn Heights              MI
2807                          0.375                 7.75 HOUSTON                       TX
2808                          0.375                7.875 Venice                        FL
2809                          0.375                7.875 BOERNE                        TX
2810                          0.375                8.375 Coconut Creek                 FL
2811                          0.375                 8.25 Denver                        CO
2812                          0.375                  8.5 Spring                        TX
2813                          0.375                 8.25 Aurora                        CO
2814                          0.375                 8.25 Denver                        CO
2815                          0.375                  8.5 Lawrenceville                 GA
2816                          0.375                  8.5 Ashburn                       VA
2817                          0.375                  8.5 El Cajon                      CA
2818                          0.375                    8 PERRIS                        CA
2819                          0.375                8.625 HENDERSONVILLE                TN
2820                          0.375                  8.5 Austin                        TX
2821                          0.375                 8.25 SCOTTSDALE                    AZ
2822                          0.375                7.875 Aurora                        CO
2823                          0.375                8.375 West Palm Beach               FL
2824                          0.375                8.125 Fairburn                      GA
2825                          0.375                8.375 Belton                        MO
2826                          0.375                 7.75 LAS VEGAS                     NV
2827                          0.375                7.875 QUEEN CREEK                   AZ
2828                          0.375                  8.5 SAN DIEGO                     CA
2829                          0.375                 7.75 Cumming                       GA
2830                          0.375                  8.5 SAHUARITA                     AZ
2831                          0.375                 8.25 Portland                      OR
2832                          0.375                  8.5 Miami                         FL
2833                          0.375                8.125 Port Saint Lucie              FL
2834                          0.375                  8.5 CLEVELAND                     OH
2835                          0.375                8.375 DESOTO                        TX
2836                          0.375                  8.5 MISSOURI CITY                 TX
2837                          0.375                  8.5 LAS VEGAS                     NV
2838                          0.375                  8.5 FAIRVIEW                      TX
2839                          0.375                7.875 San Bernardino                CA
2840                          0.375                    8 VICTORVILLE                   CA
2841                          0.375                7.625 Las Vegas                     NV
2842                          0.375                 7.75 CHAMPIONS GATE                FL
2843                          0.375                6.625 Scottsdale                    AZ
2844                          0.375                7.875 Homestead                     FL
2845                          0.375                  8.5 Germantown                    MD
2846                          0.375                    8 CEDAR HILL                    TX
2847                          0.375                7.875 LAS VEGAS                     NV
2848                          0.375                 8.25 Saylorsburg                   PA
2849                          0.375                    8 Anthem                        AZ
2850                          0.375                 8.25 ORLANDO                       FL
2851                          0.375                    8 GARY                          IN
2852                          0.375                7.875 Jacksonville                  FL
2853                          0.375                 8.75 Rutherford                    NJ
2854                          0.375                 8.25 Aurora                        CO
2855                          0.375                 7.75 Las Vegas                     NV
2856                          0.375                8.125 WOODSTOCK                     GA
2857                          0.375                 6.75 AVONDALE                      AZ
2858                          0.375                  8.5 BLUE SPRINGS                  MO
2859                          0.375                  8.5 Port Saint Lucie              FL
2860                          0.375                 7.75 Decatur                       GA
2861                          0.375                    8 Hemet                         CA
2862                          0.375                  8.5 WINTER PARK                   FL
2863                          0.375                  8.5 SAINT PETERSBURG              FL
2864                          0.375                7.875 New Haven                     CT
2865                          0.375                8.125 CEDAR HILL                    TX
2866                          0.375                    8 Sunrise                       FL
2867                          0.375                 7.75 Greenfield                    CA
2868                          0.375                7.875 Yermo                         CA
2869                          0.375                 8.25 GILBERT                       AZ
2870                          0.375                    8 RANCHO MIRAGE                 CA
2871                          0.375                 8.25 Sunrise                       FL
2872                          0.375                7.875 Austin                        AR
2873                          0.375                7.875 Franklin                      NJ
2874                          0.375                  8.5 Sunrise                       FL
2875                          0.375                  8.5 EDINA                         MN
2876                          0.375                 8.25 Aurora                        CO
2877                          0.375                7.875 North Lauderdale              FL
2878                          0.375                7.875 Vancouver                     WA
2879                          0.375                 8.25 Sunnyvale                     CA
2880                          0.375                7.875 Tucson                        AZ
2881                          0.375                  8.5 Oakdale                       CA
2882                          0.375                 8.25 ORLANDO                       FL
2883                          0.375                 8.25 JACKSONVILLE                  FL
2884                          0.375                 8.25 Las Vegas                     NV
2885                          0.375                8.375 Wesley Chapel                 FL
2886                          0.375                 8.25 San Clemente                  CA
2887                          0.375                    8 Decatur                       GA
2888                          0.375                 7.75 FRESNO                        TX
2889                          0.375                  8.5 AURORA                        CO
2890                          0.375                7.875 Vancouver                     WA
2891                          0.375                7.875 Douglasville                  GA
2892                          0.375                  8.5 Raleigh                       NC
2893                          0.375                  8.5 GREELEY                       CO
2894                          0.375                8.375 Cedar Hill                    TX
2895                          0.375                  8.5 EAST CHICAGO                  IN
2896                          0.375                  8.5 Panorama City                 CA
2897                          0.375                  8.5 Meriden                       CT
2898                          0.375                 7.75 PHOENIX                       AZ
2899                          0.375                7.875 CHANDLER                      AZ
2900                          0.375                    8 Tucson                        AZ
2901                          0.375                 7.75 Sacramento                    CA
2902                          0.375                  8.5 Berryville                    VA
2903                          0.375                 7.75 NEWPORT NEWS                  VA
2904                          0.375                 7.25 Fort Washington               MD
2905                          0.375                  8.5 BROWN DEER                    WI
2906                          0.375                 8.25 ARNOLD                        MO
2907                          0.375                  8.5 Decatur                       GA
2908                          0.375                  8.5 PORT SAINT LUCIE              FL
2909                          0.375                    8 Woodbridge                    VA
2910                          0.375                8.125 Fort Myers                    FL
2911                          0.375                7.875 Surprise                      AZ
2912                          0.375                7.875 Germantown                    MD
2913                          0.375                  8.5 Berlin                        MD
2914                          0.375                8.125 LEBANON                       OH
2915                          0.375                8.125 OWENSBORO                     KY
2916                          0.375                 7.75 Winona                        MN
2917                          0.375                  8.5 CLEVELAND                     OH
2918                          0.375                 7.75 Vancouver                     WA
2919                          0.375                  8.5 ABERDEEN                      WA
2920                          0.375                  8.5 Deltona                       FL
2921                          0.375                  8.5 PAWLEYS IS                    SC
2922                          0.375                 7.75 Placerville                   CA
2923                          0.375                7.875 TOLLESON                      AZ
2924                          0.375                  8.5 Las Vegas                     NV
2925                          0.375                 8.25 SHELBY TOWNSHIP               MI
2926                          0.375                    8 Oakland                       MD
2927                          0.375                 6.75 PHOENIX                       AZ
2928                          0.375                  8.5 Independence                  MO
2929                          0.375                 8.25 Avon                          IN
2930                          0.375                    8 sunmerville                   SC
2931                          0.375                    8 Beaufort                      SC
2932                          0.375                    8 UPPER MARLBORO                MD
2933                          0.375                 7.75 RENTON                        WA
2934                          0.375                  8.5 ASHLAND                       OH
2935                          0.375                 7.75 East Palo Alto                CA
2936                          0.375                8.375 Valparaiso                    IN
2937                          0.375                8.125 NAPLES                        FL
2938                          0.375                8.375 Rancho Cucamonga              CA
2939                          0.375                    8 SARASOTA                      FL
2940                          0.375                  8.5 CAPE CORAL                    FL
2941                          0.375                7.875 Orlando                       FL
2942                          0.375                7.875 ORLANDO                       FL
2943                          0.375                 8.25 Royal Oak                     MI
2944                          0.375                 7.75 Denver                        CO
2945                          0.375                 8.25 Austin                        TX
2946                          0.375                7.875 WILMINGTON                    CA
2947                          0.375                  8.5 Draper                        UT
2948                          0.375                8.125 Windsor Mill                  MD
2949                          0.375                8.375 Tucson                        AZ
2950                          0.375                7.875 LYNDHURST                     NJ
2951                          0.375                 7.75 Phoenix                       AZ
2952                          0.375                 7.75 RICHMOND                      VA
2953                          0.375                    8 Modesto                       CA
2954                          0.375                8.125 HOUSTON                       TX
2955                          0.375                  8.5 SAINT LOUIS                   MO
2956                          0.375                  8.5 GENEVA                        IL
2957                          0.375                 8.25 Las Vegas                     NV
2958                          0.375                  8.5 FOUNTAIN VALLEY               CA
2959                          0.375                 6.25 Haines City                   FL
2960                          0.375                8.125 DORCHESTER                    MA
2961                          0.375                8.375 Coconut Creek                 FL
2962                          0.375                8.375 MESA                          AZ
2963                          0.375                8.125 Myrtle Beach                  SC
2964                          0.375                  8.5 Dallas                        TX
2965                          0.375                  8.5 Dallas                        TX
2966                          0.375                  8.5 Lynnwood                      WA
2967                          0.375                8.125 FORT WORTH                    TX
2968                          0.375                    8 Desoto                        TX
2969                          0.375                  8.5 Bremerton                     WA
2970                          0.375                 7.75 SANDY                         UT
2971                          0.375                    8 SALT LAKE CITY                UT
2972                          0.375                 7.75 WINTER GARDEN                 FL
2973                          0.375                 7.75 HIGHLAND                      UT
2974                          0.375                 7.75 MAPLETON                      UT
2975                          0.375                7.875 SALT LAKE CITY                UT
2976                          0.375                7.875 New Port Richey               FL
2977                          0.375                    8 LAS VEGAS                     NV
2978                          0.375                 8.25 Mckinney                      TX
2979                          0.375                  8.5 Queen Creek                   AZ
2980                          0.375                6.625 MONTCLAIR                     CA
2981                          0.375                7.875 CHICAGO                       IL
2982                          0.375                  8.5 Salton City                   CA
2983                          0.375                7.875 DENVER                        CO
2984                          0.375                 7.75 Athens                        GA
2985                          0.375                    8 Commerce City                 CO
2986                          0.375                    8 Commerce City                 CO
2987                          0.375                  8.5 WASHINGTON                    DC
2988                          0.375                8.375 Coconut Creek                 FL
2989                          0.375                7.875 SANTA ROSA BEACH              FL
2990                          0.375                  8.5 LILBURN                       GA
2991                          0.375                    8 DALLAS                        GA
2992                          0.375                 7.75 Albuquerque                   NM
2993                          0.375                    8 PORTSMOUTH                    VA
2994                          0.375                8.125 LAS VEGAS                     NV
2995                          0.375                8.125 WEST VALLEY CITY              UT
2996                          0.375                 6.75 PARKER                        CO
2997                          0.375                7.875 Sun City West                 AZ
2998                          0.375                  6.5 RICHMOND                      CA
2999                          0.375                6.875 MASHPEE                       MA
3000                          0.375                  8.5 Mesa                          AZ
3001                          0.375                7.875 Denver                        CO
3002                          0.375                7.875 LEHI                          UT
3003                          0.375                  8.5 Oxford                        GA
3004                          0.375                8.125 Nokomis                       FL
3005                          0.375                  8.5 Moreno Valley                 CA
3006                          0.375                9.625 COLUMBUS                      OH
3007                          0.375                7.875 Sagamore Hills                OH
3008                          0.375                  8.5 PHOENIXVILLE                  PA
3009                          0.375                    8 Lake Worth                    FL
3010                          0.375                7.875 Forest Lake                   MN
3011                          0.375                  8.5 De Soto                       TX
3012                          0.375                    8 Decatur                       GA
3013                          0.375                8.375 Coeur D Alene                 ID
3014                          0.375                    8 GAINESVILLE                   FL
3015                          0.375                7.875 Sacramento                    CA
3016                          0.375                  8.5 Sunrise                       FL
3017                          0.375                8.125 Bound Brook                   NJ
3018                          0.375                 8.25 ATLANTA                       GA
3019                          0.375                  6.5 Healdsburg                    CA
3020                          0.375                  8.5 RICHMOND                      VA
3021                          0.375                7.625 Henderson                     NV
3022                          0.375                 7.75 ALEXANDRIA                    VA
3023                          0.375                8.125 LAYTON                        UT
3024                          0.375                 7.75 Key Biscayne                  FL
3025                          0.375                7.375 EWA BEACH                     HI
3026                          0.375                7.875 MIAMI                         FL
3027                          0.375                8.125 HENDERSON                     NV
3028                          0.375                7.875 Las Vegas                     NV
3029                          0.375                7.875 FOWLERVILLE                   MI
3030                          0.375                 7.75 Albuquerque                   NM
3031                          0.375                 7.75 Orlando                       FL
3032                          0.375                7.875 Apopka                        FL
3033                          0.375                 8.25 ORLANDO                       FL
3034                          0.375                 8.25 Florissant                    MO
3035                          0.375                7.875 PEYTON                        CO
3036                          0.375                8.125 Tampa                         FL
3037                          0.375                  8.5 DALLAS                        TX
3038                          0.375                8.125 STAFFORD                      VA
3039                          0.375                7.875 LEESBURG                      VA
3040                          0.375                    8 GRANITE FALLS                 NC
3041                          0.375                  8.5 Phoenix                       AZ
3042                          0.375                 7.75 DELAFIELD                     WI
3043                          0.375                7.875 Colorado Springs              CO
3044                          0.375                8.375 COLLEGE PARK                  GA
3045                          0.375                 8.25 PHOENIX                       AZ
3046                          0.375                 7.75 TEMPE                         AZ
3047                           0.25                 7.25 UPPER MARLBORO                MD
3048                           0.25                    7 LATHROP                       CA
3049                           0.25                6.875 TEMECULA                      CA
3050                           0.25                6.625 FALLSTON                      MD
3051                           0.25                 8.25 GLENDALE                      CA
3052                           0.25                 7.75 ISLE OF PALMS                 SC
3053                           0.25                  6.5 SAN DIEGO                     CA
3054                           0.25                 7.75 SAN LORENZO                   CA
3055                           0.25                6.875 NAPA                          CA
3056                           0.25                 6.75 LAS VEGAS                     NV
3057                           0.25                6.875 LANCASTER                     CA
3058                           0.25                    7 DUBLIN                        CA
3059                           0.25                    7 NORCO                         CA
3060                           0.25                    8 BURBANK                       CA
3061                           0.25                    8 LIBERTYVILLE                  IL
3062                           0.25                6.375 HOLLISTER                     CA
3063                           0.25                6.875 CORONADO                      CA
3064                           0.25                7.375 SAN FRANCISCO                 CA
3065                           0.25                6.875 SAN DIEGO                     CA
3066                           0.25                7.875 MIAMI                         FL
3067                           0.25                6.875 CAMARILLO                     CA
3068                           0.25                8.375 PLACENTIA                     CA
3069                           0.25                7.875 MIAMI                         FL
3070                           0.25                    7 COLLEGE POINT                 NY
3071                           0.25                7.625 FORT LAUDERDALE               FL
3072                           0.25                    7 DOWNEY                        CA
3073                           0.25                  6.5 SAN DIEGO                     CA
3074                           0.25                6.375 KAMUELA                       HI
3075                           0.25                    7 STUDIO CITY                   CA
3076                           0.25                6.875 HENDERSON                     NV
3077                           0.25                  7.5 LAS VEGAS                     NV
3078                           0.25                 7.75 OAKLAND                       CA
3079                           0.25                7.625 LOS ANGELES                   CA
3080                           0.25                6.875 BOSTON                        MA
3081                           0.25                8.125 WEST HILLS                    CA
3082                           0.25                6.875 BOSTON                        MA
3083                           0.25                 8.25 OLD LYME                      CT
3084                           0.25                  7.5 JAMAICA PLAIN                 MA
3085                           0.25                  7.5 ALHAMBRA                      CA
3086                           0.25                  6.5 CHICAGO                       IL
3087                           0.25                7.375 LAKE FOREST                   CA
3088                           0.25                  6.5 EDISON                        NJ
3089                           0.25                6.875 THOUSAND OAKS                 CA
3090                           0.25                7.375 TWP OF LYNDHURST              NJ
3091                           0.25                 7.75 MYRTLE BEACH                  SC
3092                           0.25                6.875 SCOTTSDALE                    AZ
3093                           0.25                7.375 CORONA                        CA
3094                           0.25                6.875 OAKLEY                        CA
3095                           0.25                6.625 WESTMINSTER                   CA
3096                           0.25                 7.75 BAKERSFIELD                   CA
3097                           0.25                6.875 LAKE FOREST                   IL
3098                           0.25                6.875 RANCHO CUCAMONGA              CA
3099                           0.25                 6.75 MANHATTAN BEACH               CA
3100                           0.25                  6.5 BROOKLYN                      NY
3101                           0.25                  7.5 TEHACHAPI                     CA
3102                           0.25                6.875 PORTLAND                      OR
3103                           0.25                 6.75 CHICAGO                       IL
3104                           0.25                 6.75 SANTA CLARA                   CA
3105                           0.25                 6.75 HOLLISTER                     CA
3106                           0.25                  7.5 NEW YORK                      NY
3107                           0.25                7.625 SURFSIDE                      FL
3108                           0.25                  6.5 DEL MAR                       CA
3109                           0.25                7.125 NEW YORK                      NY
3110                           0.25                 6.75 STOCKTON                      CA
3111                           0.25                5.875 CHULA VISTA                   CA
3112                           0.25                6.875 OXNARD                        CA
3113                           0.25                7.125 SAN FRANCISCO                 CA
3114                           0.25                6.875 FREDERICKSBURG                VA
3115                           0.25                7.625 BULLHEAD CITY                 AZ
3116                           0.25                7.375 CHICAGO                       IL
3117                           0.25                  7.5 BETHESDA                      MD
3118                           0.25                    7 CARSON                        CA
3119                           0.25                 7.25 CORONA DEL MAR                CA
3120                           0.25                6.875 TRUMBULL                      CT
3121                           0.25                 6.75 OAKLAND                       CA
3122                           0.25                    7 KULA                          HI
3123                           0.25                 7.75 SAN FRANCISCO                 CA
3124                           0.25                 6.75 JACKSON HEIGHTS               NY
3125                           0.25                 6.75 BELLEROSE                     NY
3126                           0.25                6.875 SANFORD                       FL
3127                           0.25                 6.75 LAKE MARY                     FL
3128                           0.25                7.625 DAVIS                         CA
3129                           0.25                6.875 RICHMOND HILL                 NY
3130                           0.25                 7.75 MEDFORD                       MA
3131                           0.25                 7.75 BEVERLY HILLS                 CA
3132                           0.25                    7 OLALLA                        WA
3133                           0.25                 6.75 SAN LEANDRO                   CA
3134                           0.25                6.375 DALY CITY                     CA
3135                           0.25                 7.25 CAVE CREEK                    AZ
3136                           0.25                    8 IRVINE                        CA
3137                           0.25                6.625 MURRIETA                      CA
3138                           0.25                6.625 CANAL WINCHESTER              OH
3139                           0.25                 6.75 ANNANDALE                     VA
3140                           0.25                6.375 HALF MOON BAY                 CA
3141                           0.25                    7 OXNARD                        CA
3142                           0.25                6.875 NEW YORK                      NY
3143                           0.25                7.375 BURBANK                       CA
3144                           0.25                  6.5 BROOKLYN PARK                 MN
3145                           0.25                 7.25 ELK GROVE                     CA
3146                           0.25                 7.75 CORONA                        CA
3147                           0.25                7.125 LIVERMORE                     CO
3148                           0.25                6.625 RIVERSIDE                     CA
3149                           0.25                 6.75 CALHOUN                       GA
3150                           0.25                7.625 ORLANDO                       FL
3151                           0.25                7.125 FAIRFAX                       VA
3152                           0.25                7.375 LIBERTYVILLE                  IL
3153                           0.25                    8 NAPERVILLE                    IL
3154                           0.25                7.125 WINDSOR                       CA
3155                           0.25                    8 TUCSON                        AZ
3156                           0.25                 7.25 STAMFORD                      CT
3157                           0.25                 6.75 LA MESA                       CA
3158                           0.25                  6.5 MOORPARK                      CA
3159                           0.25                    8 YUCAIPA                       CA
3160                           0.25                 7.75 SAN DIEGO                     CA
3161                           0.25                6.625 ANDOVER                       MA
3162                           0.25                7.625 RICHMOND                      CA
3163                           0.25                    7 SAN MARINO                    CA
3164                           0.25                7.375 WESTMINSTER                   CA
3165                           0.25                 7.75 MIRAMAR BEACH                 FL
3166                           0.25                    7 AREA OF RANCHO SANTA MARG     CA
3167                           0.25                 7.75 CLIFTON                       NJ
3168                           0.25                 7.75 WOODBRIDGE                    VA
3169                           0.25                 6.75 HENDERSON                     NV
3170                           0.25                    8 PERRIS                        CA
3171                           0.25                7.625 LAS VEGAS                     NV
3172                           0.25                7.125 SAN MARCOS                    CA
3173                           0.25                 7.75 PITTSBURG                     CA
3174                           0.25                  6.5 SAUGUS                        CA
3175                           0.25                6.875 ANAHEIM                       CA
3176                           0.25                  6.5 RANCHO CUCAMONGA              CA
3177                           0.25                 6.75 PLACERVILLE                   CA
3178                           0.25                 8.25 WEST HILLS                    CA
3179                           0.25                    7 NEW CANAAN                    CT
3180                           0.25                  6.5 COTO DE CAZA                  CA
3181                           0.25                 8.25 FRANKLIN                      TN
3182                           0.25                    7 BREA                          CA
3183                           0.25                7.625 PEORIA                        AZ
3184                           0.25                  6.5 GLENDALE                      CA
3185                           0.25                7.125 LAS VEGAS                     NV
3186                           0.25                  6.5 COVINA                        CA
3187                           0.25                7.625 ANKENY                        IA
3188                          0.375                8.375 Denver                        CO
3189                          0.375                  8.5 SCOTTSDALE                    AZ
3190                          0.375                    8 Paulding                      OH
3191                          0.375                6.875 Miami                         FL
3192                          0.375                8.375 KEARNS                        UT
3193                          0.375                7.875 MARICOPA                      AZ
3194                          0.375                6.125 CHANDLER                      AZ
3195                          0.375                  8.5 Passaic                       NJ
3196                          0.375                  8.5 Melvindale                    MI
3197                          0.375                 8.25 Hialeah Gardens               FL
3198                          0.375                  8.5 Lehigh Acres                  FL
3199                          0.375                  8.5 Dallas                        TX
3200                           0.25                 7.75 North Castle                  NY
3201                           0.25                 7.75 Diamond Bar                   CA
3202                          0.375                 7.75 MAPLEWOOD                     MN
3203                          0.375                 8.75 Cranberry Twp                 PA
3204                          0.375                 7.25 Royal Palm Beach              FL
3205                           0.25                7.875 Encino                        CA
3206                          0.375                7.125 West Yarmouth                 MA
3207                          0.375                7.875 North Las Vegas               NV
3208                          0.375                 8.25 Norman                        OK
3209                          0.375                 7.75 Vancouver                     WA
3210                          0.375                7.875 Phoenix                       AZ
3211                          0.375                8.375 Winchester                    VA
3212                          0.375                  8.5 Santa Rosa                    CA
3213                          0.375                 8.25 CHARLOTTE                     NC
3214                          0.375                  8.5 Denver                        CO
3215                          0.375                    8 Columbus                      IN
3216                          0.375                8.375 Huachuca City                 AZ
3217                          0.375                8.625 Phoenix                       AZ
3218                          0.375                8.125 Las Vegas                     NV
3219                          0.375                7.625 ALPINE                        UT
3220                          0.375                8.625 Queen Creek                   AZ
3221                          0.375                  8.5 Denver                        CO
3222                          0.375                  8.5 Nampa                         ID
3223                          0.375                 7.75 SUITLAND                      MD
3224                          0.375                7.875 HONOLULU                      HI
3225                          0.375                7.875 FT WASHINGTON                 MD
3226                          0.375                 8.25 San Ysidro                    CA
3227                          0.375                  8.5 Scottsdale                    AZ
3228                          0.375                 7.75 FAIRFAX                       VA
3229                          0.375                    8 YORK                          PA
3230                          0.375                 8.25 REX                           GA
3231                          0.375                8.125 STONE MOUNTAIN                GA
3232                          0.375                7.875 WOODSTOCK                     GA
3233                          0.375                    8 Las Vegas                     NV
3234                          0.375                 8.25 MANASSAS                      VA
3235                          0.375                7.875 ATLANTA                       GA
3236                          0.375                8.375 STERLING                      VA
3237                          0.375                  8.5 SYCAMORE                      IL
3238                          0.375                8.375 BELLEVUE                      WA
3239                          0.375                8.625 LAS VEGAS                     NV
3240                          0.375                 8.75 FORT WORTH                    TX
3241                          0.375                  8.5 PALM SPRINGS                  CA
3242                          0.375                    8 Wichita                       KS
3243                          0.375                    8 Wichita                       KS
3244                          0.375                8.625 Buckner                       MO
3245                          0.375                8.375 Roseville                     CA
3246                          0.375                7.875 San Antonio                   TX
3247                          0.375                  8.5 EL MIRAGE                     AZ
3248                          0.375                 7.75 MESA                          AZ
3249                          0.375                8.375 PHOENIX                       AZ
3250                          0.375                7.875 PHOENIX                       AZ
3251                          0.375                  8.5 SCOTTSDALE                    AZ
3252                          0.375                 7.75 BUCKEYE                       AZ
3253                          0.375                8.125 SCOTTSDALE                    AZ
3254                          0.375                  8.5 KIHEI                         HI
3255                          0.375                7.875 SAN ANTONIO                   TX
3256                          0.375                7.875 SAN ANTONIO                   TX
3257                          0.375                    8 Chattanooga                   TN
3258                          0.375                    8 Chattanooga                   TN
3259                          0.375                  8.5 FOUNTAIN HILLS                AZ
3260                          0.375                 8.25 SAN ANTONIO                   TX
3261                          0.375                  8.5 DENVER                        CO
3262                          0.375                 8.25 CHAMPIONS GATE                FL
3263                          0.375                 8.25 DAVENPORT                     FL
3264                          0.375                  8.5 REDDING                       CA
3265                          0.375                7.875 North Las Vegas               NV
3266                          0.375                 8.75 Centennial                    CO
3267                          0.375                  8.5 BALTIMORE                     MD
3268                          0.375                7.875 Royal Plm Beach               FL
3269                          0.375                7.875 Jacksonville                  FL
3270                          0.375                 7.75 GRANITE CITY                  IL
3271                          0.375                    8 Jacksonville                  FL
3272                          0.375                 7.75 Tallahassee                   FL
3273                          0.375                  8.5 CAPE CORAL                    FL
3274                          0.375                  8.5 WINDSOR MILL                  MD
3275                          0.375                  8.5 MIAMI                         FL
3276                          0.375                7.875 COLLEGE PARK                  GA
3277                          0.375                8.375 Parkland                      FL
3278                          0.375                7.875 POOLER                        GA
3279                          0.375                7.875 FAYETTEVILLE                  GA
3280                          0.375                7.875 RIVERDALE                     GA
3281                          0.375                 8.25 CARTERSVILLE                  GA
3282                          0.375                8.375 HARPERSVILLE                  AL
3283                          0.375                 8.25 Bluffdale                     UT
3284                          0.375                 7.75 Richmond                      VA
3285                          0.375                  8.5 Frisco                        TX
3286                          0.375                7.875 CORONA                        CA
3287                          0.375                    8 College Park                  GA
3288                          0.375                7.875 SAN ANTONIO                   TX
3289                          0.375                  8.5 SAN ANTONIO                   TX
3290                          0.375                  8.5 Cary                          IL
3291                          0.375                7.875 SAN ANTONIO                   TX
3292                          0.375                 8.25 Peoria                        AZ
3293                          0.375                    8 EATON                         IN
3294                          0.375                    8 Redwood City                  CA
3295                          0.375                8.375 Lynn                          MA
3296                          0.375                    8 PHOENIX                       AZ
3297                          0.375                7.875 SAINT LOUIS                   MO
3298                          0.375                    8 LAS VEGAS                     NV
3299                          0.375                 7.75 Richmond                      CA
3300                          0.375                 7.75 Kissimmee                     FL
3301                          0.375                 8.25 MOUND                         MN
3302                          0.375                  8.5 Frisco                        TX
3303                          0.375                 7.75 Denver                        CO
3304                          0.375                  8.5 San Antonio                   TX
3305                          0.375                  8.5 AURORA                        CO
3306                          0.375                8.125 COLUMBUS                      OH
3307                          0.375                8.125 STERLING                      VA
3308                          0.375                7.875 Tampa                         FL
3309                          0.375                  8.5 San Jose                      CA
3310                          0.375                 8.25 West Columbia                 SC
3311                          0.375                7.875 SAINT LOUIS                   MO
3312                          0.375                7.375 Englewood                     CO
3313                          0.375                7.875 HOUSTON                       TX
3314                          0.375                7.875 HOUSTON                       TX
3315                          0.375                    8 DRAPER                        UT
3316                          0.375                    8 LAKE ELSINORE                 CA
3317                          0.375                  8.5 Charlotte                     NC
3318                          0.375                 8.75 Coolidge                      AZ
3319                          0.375                7.625 Tucson                        AZ
3320                          0.375                    8 OCALA                         FL
3321                          0.375                7.625 JACKSONVILLE                  FL
3322                          0.375                7.875 Miramar                       FL
3323                          0.375                7.875 Cottage Grove                 MN
3324                          0.375                8.125 Linden                        NJ
3325                          0.375                8.125 Surprise                      AZ
3326                          0.375                 8.25 Atlanta                       GA
3327                          0.375                    8 Scottsdale                    AZ
3328                          0.375                8.625 Cave Creek                    AZ
3329                          0.375                8.125 Altamonte Springs             FL
3330                          0.375                7.875 Dallas                        TX
3331                          0.375                7.625 Winter Garden                 FL
3332                          0.375                    8 Minneapolis                   MN
3333                          0.375                  8.5 Raleigh                       NC
3334                          0.375                  8.5 Baltimore                     MD
3335                          0.375                 8.25 Mcallen                       TX
3336                          0.375                3.875 AURORA                        CO
3337                          0.375                6.875 SPARKS                        NV
3338                          0.375                 7.75 Lakeside                      CA
3339                          0.375                8.125 Valencia                      CA
3340                          0.375                7.875 Camp Verde                    AZ
3341                          0.375                8.625 Flanders                      NY
3342                          0.375                7.875 Irvine                        CA
3343                          0.375                  8.5 Mesa                          AZ
3344                          0.375                 6.25 Rockville                     MD
3345                          0.375                  8.5 Las Vegas                     NV
3346                          0.375                 7.75 Concord                       NH
3347                          0.375                 8.25 Everett                       WA
3348                          0.375                 7.75 Murrieta                      CA
3349                          0.375                 7.75 Altamonte Springs             FL
3350                          0.375                  8.5 Key Biscayne                  FL
3351                          0.375                  8.5 Lansdale                      PA
3352                          0.375                 7.75 Raleigh                       NC
3353                          0.375                8.125 Phoenix                       AZ
3354                          0.375                    8 Surprise                      AZ
3355                          0.375                    8 East Orange                   NJ
3356                          0.375                8.125 LOS ANGELES                   CA
3357                          0.375                8.125 TOPEKA                        KS
3358                          0.375                    7 RANCHO PALOS VE               CA
3359                          0.375                  8.5 Carrollton                    TX
3360                          0.375                  8.5 Surprise                      AZ
3361                          0.375                    8 Ft Lauderdale                 FL
3362                          0.375                8.625 FILER                         ID
3363                          0.375                8.625 Winder                        GA
3364                          0.375                  8.5 Katy                          TX
3365                          0.375                7.875 OSTERVILLE                    MA
3366                          0.375                 7.75 FRANKLIN                      TN
3367                          0.375                7.875 TROY                          VA
3368                          0.375                    8 Detroit                       MI
3369                          0.375                    8 Detroit                       MI
3370                          0.375                7.625 ATLANTA                       GA
3371                          0.375                  8.5 NEW BERN                      NC
3372                          0.375                8.125 TAMPA                         FL
3373                          0.375                8.125 ATLANTA                       GA
3374                          0.375                 7.75 ATLANTA                       GA
3375                          0.375                 8.25 SPRINGERVILLE                 AZ
3376                          0.375                  8.5 COVINGTON                     GA
3377                          0.375                    8 BROKEN ARROW                  OK
3378                          0.375                    8 Danville                      CA
3379                          0.375                8.375 LANCASTER                     CA
3380                          0.375                 7.75 CAPITOL HEIGHTS               MD
3381                          0.375                8.125 WACO                          TX
3382                          0.375                  8.5 Pleasantville                 NJ
3383                          0.375                 7.75 Sunrise                       FL
3384                          0.375                  8.5 Prosper                       TX
3385                          0.375                8.375 FALLS CHURCH                  VA
3386                          0.375                 7.75 Forest Park                   GA
3387                          0.375                8.125 WACO                          TX
3388                          0.375                  8.5 WINDERMERE                    FL
3389                          0.375                  8.5 North Miami                   FL
3390                          0.375                 8.25 Marietta                      GA
3391                          0.375                7.875 Atlanta                       GA
3392                          0.375                7.875 Westbury                      NY
3393                          0.375                7.875 Draper                        UT
3394                          0.375                8.125 SAN MARCOS                    TX
3395                          0.375                7.625 SAN FRANCISCO                 CA
3396                          0.375                 8.25 Killeen                       TX
3397                          0.375                 8.25 Little Elm                    TX
3398                          0.375                 7.75 THOMASVILLE                   GA
3399                          0.375                8.625 Ormond Beach                  FL
3400                          0.375                7.625 AURORA                        CO
3401                          0.375                8.625 Palm Coast                    FL
3402                          0.375                7.875 Miramar                       FL
3403                          0.375                 7.75 SANTA MONICA                  CA
3404                          0.375                8.375 Coconut Creek                 FL
3405                          0.375                  6.5 RIVERSIDE                     CA
3406                          0.375                7.875 Barstow                       CA
3407                          0.375                7.125 PALM SPRINGS                  CA
3408                          0.375                7.875 KISSIMMEE                     FL
3409                          0.375                 7.75 GLENN DALE                    MD
3410                          0.375                  6.5 BEAVERDAM                     VA
3411                          0.375                8.375 LAUREL                        MD
3412                          0.375                7.875 SCOTTSDALE                    AZ
3413                          0.375                  8.5 CHICAGO                       IL
3414                          0.375                  8.5 CANTON                        IL
3415                          0.375                  8.5 Columbia                      SC
3416                          0.375                 7.75 Knoxville                     TN
3417                          0.375                7.625 Pennington                    NJ
3418                          0.375                    8 GAITHERSBURG                  MD
3419                          0.375                6.125 NOVI                          MI
3420                          0.375                 8.25 Pahrump                       NV
3421                          0.375                 8.25 Sacramento                    CA
3422                          0.375                8.125 Las Vegas                     NV
3423                          0.375                 8.25 Las Vegas                     NV
3424                          0.375                7.875 DETROIT                       MI
3425                          0.375                 7.75 SALT LAKE CITY                UT
3426                          0.375                 7.75 SALT LAKE CITY                UT
3427                          0.375                  8.5 Columbus                      OH
3428                          0.375                  8.5 Marco Island                  FL
3429                          0.375                  8.5 Newark                        NJ
3430                          0.375                  8.5 MURRIETA                      CA
3431                          0.375                7.875 Saint Louis                   MO
3432                          0.375                  8.5 CHICAGO HEIGHTS               IL
3433                          0.375                  7.5 Livermore                     CA
3434                          0.375                 8.25 COTO DE CAZA                  CA
3435                          0.375                7.875 Honolulu                      HI
3436                          0.375                8.125 N Myrtle Bch                  SC
3437                          0.375                 8.25 Murrieta                      CA
3438                          0.375                7.875 Brentwood                     CA
3439                          0.375                8.125 Scottsdale                    AZ
3440                          0.375                  8.5 San Francisco                 CA
3441                          0.375                  8.5 Dallas                        TX
3442                          0.375                7.875 Maywood                       IL
3443                          0.375                  8.5 ORLANDO                       FL
3444                          0.375                8.375 Nashville                     TN
3445                          0.375                 7.75 Deltona                       FL
3446                          0.375                7.875 Foley                         AL
3447                          0.375                7.875 Plant City                    FL
3448                          0.375                7.875 Orlando                       FL
3449                          0.375                7.875 Middleburg                    FL
3450                          0.375                    8 Palm Coast                    FL
3451                          0.375                 8.25 ORLANDO                       FL
3452                          0.375                 7.75 RIO RANCHO                    NM
3453                          0.375                8.125 ORLANDO                       FL
3454                          0.375                 7.75 EAGLE MOUNTAIN                UT
3455                          0.375                 7.75 COLUMBIA                      SC
3456                          0.375                  8.5 CHICAGO                       IL
3457                          0.375                 8.25 Aurora                        CO
3458                          0.375                8.125 Crest Hill                    IL
3459                          0.375                7.875 NEWARK                        DE
3460                          0.375                    8 Las Vegas                     NV
3461                          0.375                  8.5 Philadelphia                  PA
3462                          0.375                  7.5 Fernandina Beach              FL
3463                          0.375                7.875 Lodi                          NJ
3464                          0.375                 8.25 Dallas                        TX
3465                          0.375                 7.75 OTTER ROCK                    OR
3466                          0.375                 7.75 Canal Winchester              OH
3467                          0.375                  8.5 Marina Del Rey                CA
3468                          0.375                  8.5 Fort Pierce                   FL
3469                          0.375                  8.5 Baltimore                     MD
3470                          0.375                8.375 Coconut Creek                 FL
3471                          0.375                8.375 DELANO                        MN
3472                          0.375                 8.25 BONITA SPRINGS                FL
3473                          0.375                 7.75 ORLANDO                       FL
3474                          0.375                8.375 Denver                        CO
3475                          0.375                 8.25 RENO                          NV
3476                          0.375                 7.75 LAS VEGAS                     NV
3477                          0.375                  8.5 TOLLESON                      AZ
3478                          0.375                 8.25 Tukwila                       WA
3479                          0.375                7.875 DUDLEY                        MA
3480                          0.375                 7.75 GILBERT                       AZ
3481                          0.375                7.875 Corona                        CA
3482                          0.375                7.875 Sunrise                       FL
3483                          0.375                  8.5 Richmond                      VA
3484                          0.375                 8.25 Buda                          TX
3485                          0.375                    8 Las Vegas                     NV
3486                          0.375                    8 LOVELAND                      CO
3487                          0.375                  8.5 Memphis                       TN
3488                          0.375                  8.5 West Bloomfield               MI
3489                          0.375                7.875 MARKHAM                       IL
3490                          0.375                 8.25 Phoenix                       AZ
3491                          0.375                  8.5 Dallas                        TX
3492                          0.375                  8.5 Atlanta                       GA
3493                          0.375                  8.5 ENCINO                        CA
3494                          0.375                  8.5 QUEENCREEK                    AZ
3495                          0.375                    8 QUEENCREEK                    AZ
3496                          0.375                 8.25 CAMAS                         WA
3497                          0.375                8.375 Sacramento                    CA
3498                          0.375                 7.75 Taylor                        MI
3499                          0.375                    8 Phoenix                       AZ
3500                          0.375                    8 Phoenix                       AZ
3501                          0.375                  8.5 SOUTHFIELD                    MI
3502                          0.375                8.375 Saint Louis                   MO
3503                          0.375                 8.25 PORT RICHEY                   FL
3504                          0.375                 7.75 Riverview                     FL
3505                          0.375                 8.25 Spring Hill                   FL
3506                          0.375                  8.5 Hanahan                       SC
3507                          0.375                8.125 Irving                        TX
3508                          0.375                 7.75 BOUNTIFUL                     UT
3509                          0.375                  8.5 Elk Grove                     CA
3510                          0.375                7.875 MILFORD                       MA
3511                          0.375                8.375 Springfield                   OR
3512                          0.375                  8.5 RICHMOND                      VA
3513                          0.375                8.375 TAYLOR                        TX
3514                          0.375                  8.5 Casa Grande                   AZ
3515                          0.375                  8.5 SOUTH POINT                   OH
3516                          0.375                  8.5 NEWARK                        NJ
3517                          0.375                  8.5 TAMPA                         FL
3518                          0.375                 7.75 QUEEN CREEK                   AZ
3519                          0.375                    8 Mcdonough                     GA
3520                          0.375                 5.75 PENSACOLA                     FL
3521                          0.375                7.875 SUMMERLAND KEY                FL
3522                          0.375                  8.5 MOUNT VERNON                  WA
3523                          0.375                    8 FORT WALTON BEACH             FL
3524                          0.375                8.125 Hampton                       VA
3525                          0.375                 7.75 SANDY                         UT
3526                          0.375                7.875 SAINT PAUL                    MN
3527                          0.375                  8.5 Frisco                        TX
3528                          0.375                8.375 Baker                         LA
3529                          0.375                  8.5 Dallas                        TX
3530                          0.375                8.125 MIDLOTHIAN                    TX
3531                          0.375                8.125 MIDLOTHIAN                    TX
3532                          0.375                8.125 Saint Cloud                   FL
3533                          0.375                8.125 MIDLOTHIAN                    TX
3534                          0.375                7.875 REDLANDS                      CA
3535                          0.375                    8 SAINT PAUL                    MN
3536                          0.375                 7.75 Las Vegas                     NV
3537                          0.375                 8.25 ODENTON                       MD
3538                          0.375                 7.75 Newport Beach                 CA
3539                          0.375                  7.5 PINELLAS PARK                 FL
3540                          0.375                  8.5 VISALIA                       CA
3541                          0.375                    8 GILBERT                       AZ
3542                          0.375                8.375 IMPERIAL                      CA
3543                          0.375                8.375 Eastpointe                    MI
3544                          0.375                 7.75 DENVER                        CO
3545                          0.375                 7.75 RANCHO CUCAMONGA              CA
3546                          0.375                  8.5 VAIL                          AZ
3547                          0.375                7.875 MONTCLAIR                     CA
3548                          0.375                 8.25 PALM BAY                      FL
3549                          0.375                8.375 SPRING HILL                   FL
3550                          0.375                  8.5 LITHONIA                      GA
3551                          0.375                  8.5 CLEARWATER                    FL
3552                          0.375                8.375 CUMMING                       GA
3553                          0.375                  8.5 ATLANTA                       GA
3554                          0.375                8.125 ATLANTA                       GA
3555                          0.375                  8.5 JOHNSTOWN                     CO
3556                          0.375                  8.5 SEATTLE                       WA
3557                          0.375                 7.75 Aledo                         TX
3558                          0.375                    8 TAMPA                         FL
3559                          0.375                    8 RICHMOND                      VA
3560                          0.375                  8.5 STOCKTON                      CA
3561                          0.375                 7.75 Lutz                          FL
3562                          0.375                  8.5 BLADENSBURG                   MD
3563                          0.375                8.375 DETROIT                       MI
3564                          0.375                  8.5 GERMANTOWN                    MD
3565                          0.375                 8.25 NO PORT                       FL
3566                          0.375                 7.25 BEND                          OR
3567                          0.375                8.125 MIAMI                         FL
3568                          0.375                  8.5 NORMAN                        OK
3569                          0.375                    7 Key Largo                     FL
3570                          0.375                    8 WINTER HAVEN                  FL
3571                          0.375                8.125 LANCASTER                     CA
3572                          0.375                  8.5 Chandler                      AZ
3573                          0.375                 7.75 FT WASHINGTON                 MD
3574                          0.375                 8.25 ROSWELL                       NM
3575                          0.375                 7.75 FRESNO                        CA
3576                          0.375                  8.5 Modesto                       CA
3577                          0.375                 7.75 ATLANTA                       GA
3578                          0.375                8.125 Tampa                         FL
3579                          0.375                  8.5 BALLWIN                       MO
3580                          0.375                  8.5 DALLAS                        TX
3581                          0.375                7.625 Union City                    GA
3582                          0.375                7.875 Union City                    GA
3583                          0.375                 8.25 Elk River                     MN
3584                          0.375                7.875 Union City                    GA
3585                          0.375                8.375 TUCSON                        AZ
3586                          0.375                7.875 Las Vegas                     NV
3587                          0.375                  7.5 LOS ANGELES                   CA
3588                          0.375                 7.75 Sacramento                    CA
3589                          0.375                  8.5 Phoenix                       AZ
3590                          0.375                  8.5 Adelanto                      CA
3591                          0.375                8.375 Coconut Creek                 FL
3592                          0.375                 7.75 Covington                     GA
3593                          0.375                    8 Fountain Hills                AZ
3594                          0.375                 8.25 Miami                         FL
3595                          0.375                 8.25 Elizabeth                     NJ
3596                          0.375                7.875 Park City                     UT
3597                          0.375                8.125 Plainfield                    IL
3598                          0.375                7.875 WOLFE CITY                    TX
3599                          0.375                 7.75 Bushkill                      PA
3600                          0.375                7.875 RESTON                        VA
3601                          0.375                 8.25 DENVER                        CO
3602                          0.375                7.875 Plainfield                    NJ
3603                          0.375                  8.5 CHICAGO                       IL
3604                          0.375                 8.25 Las Vegas                     NV
3605                          0.375                  8.5 TOLEDO                        OH
3606                          0.375                  8.5 SAN ANTONIO                   TX
3607                          0.375                8.375 COLUMBUS                      OH
3608                          0.375                7.875 RICHMOND                      VA
3609                          0.375                6.875 SCOTTSDALE                    AZ
3610                          0.375                7.375 San Jose                      CA
3611                          0.375                  8.5 ANOKA                         MN
3612                          0.375                7.875 North Las Vegas               NV
3613                          0.375                7.875 Park City                     UT
3614                          0.375                  8.5 SAN ANTONIO                   TX
3615                          0.375                 7.75 Lakeland                      FL
3616                          0.375                 8.25 ALBUQUERQUE                   NM
3617                          0.375                7.875 PEORIA                        AZ
3618                          0.375                  8.5 LOS ANGELES                   CA
3619                          0.375                 7.75 AKRON                         OH
3620                          0.375                 6.75 CANTON                        GA
3621                          0.375                 7.75 SPRING                        TX
3622                          0.375                7.875 Fort Myers                    FL
3623                          0.375                8.375 Portland                      OR
3624                          0.375                 6.25 LAVEEN                        AZ
3625                          0.375                 8.25 CAPITOL HGTS                  MD
3626                          0.375                 7.75 DENVER                        CO
3627                          0.375                8.125 San Antonio                   TX
3628                          0.375                7.875 CHANDLER                      AZ
3629                          0.375                7.875 Bend                          OR
3630                          0.375                7.875 TEMECULA                      CA
3631                          0.375                  8.5 Laveen                        AZ
3632                          0.375                  8.5 LOS ANGELES                   CA
3633                          0.375                    8 NORTH LAS VEGAS               NV
3634                          0.375                 7.75 CAPITOL HGTS                  MD
3635                          0.375                  8.5 Temple Hills                  MD
3636                          0.375                  8.5 SAN ANTONIO                   TX
3637                          0.375                  8.5 HOFFMAN ESTATES               IL
3638                          0.375                    8 HYATTSVILLE                   MD
3639                          0.375                  8.5 Federal Way                   WA
3640                          0.375                 7.75 WOODSBORO                     MD
3641                          0.375                 7.75 Tracy                         CA
3642                          0.375                 8.25 Delray Beach                  FL
3643                          0.375                  8.5 Commerce City                 CO
3644                          0.375                 8.25 PHOENIX                       AZ
3645                          0.375                    8 LAS VEGAS                     NV
3646                          0.375                    8 LAS VEGAS                     NV
3647                          0.375                    8 LAS VEGAS                     NV
3648                          0.375                 8.25 Orlando                       FL
3649                          0.375                7.875 HENDERSON                     NV
3650                          0.375                 7.75 CALICO RIDGE                  NV
3651                          0.375                 7.75 HENDERSON                     NV
3652                          0.375                7.875 PHOENIX                       AZ
3653                          0.375                8.375 W JORDAN                      UT
3654                          0.375                  8.5 PHOENIX                       AZ
3655                          0.375                 7.75 Gilbert                       AZ
3656                          0.375                  8.5 MONROE                        NC
3657                          0.375                 7.75 FORNEY                        TX
3658                          0.375                8.375 LAS VEGAS                     NV
3659                          0.375                8.125 SAUK VILLAGE                  IL
3660                          0.375                  8.5 SIMPSONVILLE                  SC
3661                          0.375                  8.5 SIMPSONVILLE                  SC
3662                          0.375                    8 North Las Vegas               NV
3663                          0.375                    7 Las Vegas                     NV
3664                          0.375                 7.75 Greenville                    TX
3665                          0.375                7.875 NEWPORT NEWS                  VA
3666                          0.375                7.875 BEALETON                      VA
3667                          0.375                    9 Algonquin                     IL
3668                          0.375                 7.75 Greenville                    TX
3669                          0.375                  8.5 HALLANDALE                    FL
3670                          0.375                 8.25 HENDERSON                     NV
3671                          0.375                8.125 Eugene                        OR
3672                          0.375                 7.75 Laveen                        AZ
3673                          0.375                 8.25 Mountain House                CA
3674                          0.375                 7.75 CHELSEA                       MI
3675                          0.375                 7.75 HOUSTON                       TX
3676                          0.375                 7.75 MANASSAS                      VA
3677                          0.375                 7.75 Taylor                        MI
3678                          0.375                  8.5 RICHMOND                      VA
3679                          0.375                8.625 LIVE OAK                      TX
3680                          0.375                 7.75 PORTSMOUTH                    VA
3681                          0.375                 8.25 Houston                       TX
3682                          0.375                  8.5 MADISON                       AL
3683                          0.375                 8.25 Denver                        CO
3684                          0.375                7.875 ORLANDO                       FL
3685                          0.375                 7.75 Henderson                     NV
3686                          0.375                 8.25 ORLANDO                       FL
3687                          0.375                 8.25 DALLAS                        TX
3688                          0.375                    8 Littleton                     CO
3689                          0.375                  8.5 CAPE CORAL                    FL
3690                          0.375                7.875 HOUSTON                       TX
3691                          0.375                  8.5 MIDDLEPORT                    OH
3692                          0.375                7.875 VIRGINIA BEACH                VA
3693                          0.375                  8.5 TAMPA                         FL
3694                          0.375                7.875 KANSAS CITY                   KS
3695                          0.375                 8.25 GALVESTON                     TX
3696                          0.375                 8.25 Phoenix                       AZ
3697                          0.375                 7.75 FLORENCE                      AZ
3698                          0.375                7.875 MESA                          AZ
3699                          0.375                    8 Salt Lake City                UT
3700                          0.375                 8.25 Lamont                        CA
3701                          0.375                 8.25 Las Vegas                     NV
3702                          0.375                  8.5 Jacksonville                  FL
3703                          0.375                 7.75 Tucson                        AZ
3704                          0.375                7.875 Nampa                         ID
3705                          0.375                8.375 Austin                        TX
3706                          0.375                  8.5 RIVERSIDE                     CA
3707                          0.375                8.375 AURORA                        CO
3708                          0.375                  8.5 North Las Vegas               NV
3709                          0.375                  8.5 North Port                    FL
3710                          0.375                  6.5 Richmond                      VA
3711                          0.375                6.625 Burke                         VA
3712                          0.375                    8 Orlando                       FL
3713                          0.375                  8.5 Lenoir City                   TN
3714                          0.375                    8 Tampa                         FL
3715                          0.375                7.875 Decatur                       GA
3716                          0.375                8.125 Dallas                        TX
3717                          0.375                  7.5 NORTHGLENN                    CO
3718                          0.375                 7.75 WASHINGTON                    DC
3719                          0.375                8.375 College Park                  GA
3720                          0.375                 7.75 Philadelphia                  PA
3721                          0.375                 7.75 Saint Louis                   MO
3722                          0.375                  8.5 Silver Spring                 MD
3723                          0.375                    8 Chicago                       IL
3724                          0.375                    8 Woodbridge                    VA
3725                          0.375                  8.5 LAWRENCE                      MA
3726                          0.375                7.125 Church Hill                   TN
3727                          0.375                    8 Orlando                       FL
3728                          0.375                  8.5 Palm City                     FL
3729                          0.375                7.875 Moreno Valley                 CA
3730                          0.375                  8.5 Windermere                    FL
3731                          0.375                7.875 Manassas                      VA
3732                          0.375                6.375 Lincoln                       CA
3733                          0.375                7.875 Alexandria                    VA
3734                          0.375                7.875 Gig Harbor                    WA
3735                          0.375                  8.5 Las Vegas                     NV
3736                          0.375                  8.5 Hazel Crest                   IL
3737                          0.375                8.125 Bourne                        MA
3738                          0.375                  8.5 Washington                    DC
3739                          0.375                  6.5 Everett                       WA
3740                          0.375                8.375 Chicago                       IL
3741                          0.375                7.875 North Port                    FL
3742                          0.375                  8.5 Edgewater                     MD
3743                          0.375                    8 Seattle                       WA
3744                          0.375                 7.75 Hazleton                      PA
3745                          0.375                  8.5 BAYTOWN                       TX
3746                          0.375                    8 Cypress                       TX
3747                          0.375                 7.75 Gwynn Oak                     MD
3748                          0.375                  8.5 Chicago                       IL
3749                          0.375                 8.25 MINNEAPOLIS                   MN
3750                          0.375                    8 Toms River                    NJ
3751                          0.375                7.875 Centennial                    CO
3752                          0.375                  8.5 Pensacola                     FL
3753                          0.375                7.875 Orlando                       FL
3754                          0.375                 8.25 PLAINFIELD                    IL
3755                          0.375                  8.5 Phoenix                       AZ
3756                          0.375                7.875 Tucson                        AZ
3757                          0.375                 8.25 Wildomar                      CA
3758                          0.375                  8.5 Glendale                      AZ
3759                          0.375                    8 MARICOPA                      AZ
3760                          0.375                8.125 Banning                       CA
3761                          0.375                    8 Las Vegas                     NV
3762                          0.375                    8 Covington                     GA
3763                          0.375                  8.5 Madison Heights               MI
3764                          0.375                  8.5 Phoenix                       AZ
3765                          0.375                 7.75 Danville                      CA
3766                          0.375                7.875 Littlerock                    CA
3767                          0.375                 7.75 TOLLESON                      AZ
3768                          0.375                7.875 PEORIA                        AZ
3769                          0.375                  8.5 PARSONSBURG                   MD
3770                          0.375                 7.75 Henderson                     NV
3771                          0.375                 8.25 Moorpark                      CA
3772                          0.375                 7.75 Eatontown                     NJ
3773                          0.375                 7.75 CINCINNATI                    OH
3774                          0.375                7.875 GAINESVILLE                   VA
3775                          0.375                 8.25 San Antonio                   TX
3776                          0.375                8.125 Longview                      WA
3777                          0.375                8.125 REYNOLDSBURG                  OH
3778                          0.375                  8.5 NORTH  PORT                   FL
3779                          0.375                 6.75 Las Vegas                     NV
3780                          0.375                  8.5 CAPE CORAL                    FL
3781                          0.375                7.875 Tampa                         FL
3782                          0.375                 7.75 MARLBORO                      MA
3783                          0.375                  8.5 Atlantic City                 NJ
3784                          0.375                  8.5 UPPER MACUNGIE TOWNSHIP       PA
3785                          0.375                 8.25 MC KINNEY                     TX
3786                          0.375                  8.5 North Wildwood                NJ
3787                          0.375                  8.5 Chapel Hill                   NC
3788                          0.375                 8.25 Phoenix                       AZ
3789                          0.375                  8.5 SOMERVILLE                    MA
3790                          0.375                  8.5 College Park                  GA
3791                          0.375                  8.5 Jersey City                   NJ
3792                          0.375                  8.5 WEATHERFORD                   TX
3793                          0.375                  8.5 WEATHERFORD                   TX
3794                          0.375                 8.25 Gastonia                      NC
3795                          0.375                  8.5 WOODSTOCK                     GA
3796                          0.375                 7.75 PHOENIX                       AZ
3797                          0.375                7.875 EVERETT                       MA
3798                          0.375                  8.5 Sandy                         UT
3799                          0.375                7.875 Winnetka Area                 CA
3800                          0.375                7.875 GLENN DALE                    MD
3801                          0.375                  8.5 UPPER MACUNGIE TWP            PA
3802                          0.375                7.875 Dearborn                      MI
3803                          0.375                  8.5 BALTIMORE                     MD
3804                          0.375                7.875 Buckeye                       AZ
3805                          0.375                  8.5 Phoenix                       AZ
3806                          0.375                 7.75 LINCOLN UNIVERSITY            PA
3807                          0.375                 8.25 BONITA SPRINGS                FL
3808                          0.375                 8.25 BONITA SPRINGS                FL
3809                          0.375                 8.25 BONITA SPRINGS                FL
3810                          0.375                  8.5 HOUSTON                       TX
3811                          0.375                  8.5 HENDERSON                     NV
3812                          0.375                    8 LANCASTER                     CA
3813                          0.375                  8.5 PRESCOTT                      AZ
3814                          0.375                  8.5 PHOENIX                       AZ
3815                          0.375                 8.25 TACOMA                        WA
3816                          0.375                8.375 Murrieta                      CA
3817                          0.375                7.875 KISSIMMEE                     FL
3818                          0.375                7.875 Atlanta                       GA
3819                          0.375                8.125 Harvest                       AL
3820                          0.375                 7.75 Melbourne                     FL
3821                          0.375                 8.25 Las Vegas                     NV
3822                          0.375                8.375 Orlando                       FL
3823                          0.375                 7.75 Stone Mountain                GA
3824                          0.375                8.375 College Park                  GA
3825                          0.375                    8 Miami                         FL
3826                          0.375                    8 Albany                        CA
3827                          0.375                  8.5 Boca Raton                    FL
3828                          0.375                  8.5 Upper Marlboro                MD
3829                          0.375                 7.75 Griffin                       GA
3830                          0.375                8.375 Phoenix                       AZ
3831                          0.375                8.375 Chandler                      AZ
3832                          0.375                  8.5 Palm Coast                    FL
3833                          0.375                  8.5 Flagler Beach                 FL
3834                          0.375                 7.75 Midlothian                    VA
3835                          0.375                7.875 Fort Worth                    TX
3836                          0.375                7.875 Acworth                       GA
3837                          0.375                7.875 Acworth                       GA
3838                          0.375                 7.75 Saint Charles                 IL
3839                          0.375                 7.75 Longwood                      FL
3840                          0.375                 8.75 Baltimore                     MD
3841                          0.375                 8.25 CHARLOTTE                     NC
3842                          0.375                7.125 Dallas                        TX
3843                          0.375                    8 Las Vegas                     NV
3844                          0.375                    8 North Port                    FL
3845                          0.375                 8.25 FLORISSANT                    MO
3846                          0.375                    8 Stockton                      CA
3847                          0.375                8.125 Winter Haven                  FL
3848                          0.375                7.375 CANTON                        MI
3849                          0.375                 7.75 Tucson                        AZ
3850                          0.375                    8 CO SPGS                       CO
3851                          0.375                  8.5 INVER GROVE HEIGHTS           MN
3852                          0.375                 7.75 Charlotte                     NC
3853                          0.375                  8.5 LONG BEACH                    CA
3854                          0.375                 8.25 GULF SHORES                   AL
3855                          0.375                7.875 MC KINNEY                     TX
3856                          0.375                  8.5 Orlando                       FL
3857                          0.375                 8.25 Passaic                       NJ
3858                          0.375                  8.5 UPPER MACUNGIE TOWNSHIP       PA
3859                          0.375                7.875 CINCINNATI                    OH
3860                          0.375                 7.75 N LAS VEGAS                   NV
3861                          0.375                    8 JACKSONVILLE                  FL
3862                          0.375                7.875 CHARLOTTE                     NC
3863                          0.375                8.375 Savannah                      GA
3864                          0.375                 6.25 LEXINGTON                     KY
3865                          0.375                    8 SALT LAKE                     UT
3866                          0.375                 7.25 DENVER                        CO
3867                          0.375                  8.5 BREINIGSVILLE                 PA
3868                          0.375                  8.5 Jonesville                    NC
3869                          0.375                  8.5 CLARKSBURG                    MD
3870                          0.375                  8.5 Phoenix                       AZ
3871                          0.375                8.625 Gulf Shores                   AL
3872                          0.375                 8.25 BALTIMORE                     MD
3873                          0.375                    8 Round Rock                    TX
3874                          0.375                 8.25 Murrieta                      CA
3875                          0.375                8.375 Murrieta                      CA
3876                          0.375                8.375 Gilbert                       AZ
3877                          0.375                7.875 MARICOPA                      AZ
3878                          0.375                6.375 MARICOPA                      AZ
3879                          0.375                8.125 LITTLETON                     CO
3880                          0.375                 7.75 Fort Worth                    TX
3881                          0.375                  8.5 SALISBURY                     MD
3882                          0.375                8.125 Palmdale                      CA
3883                          0.375                 7.75 Santa Ana                     CA
3884                          0.375                8.125 MARICOPA                      AZ
3885                          0.375                  8.5 PHOENIX                       AZ
3886                          0.375                 7.75 SNOWFLAKE                     AZ
3887                          0.375                8.375 MESA                          AZ
3888                          0.375                7.875 Snellville                    GA
3889                          0.375                  8.5 MICKELTON                     NJ
3890                          0.375                8.375 CONVERSE                      TX
3891                          0.375                8.375 Palm Coast                    FL
3892                          0.375                    8 VERO BEACH                    FL
3893                          0.375                8.375 MANASSAS                      VA
3894                          0.375                    8 HEMET                         CA
3895                          0.375                6.375 Moreno Valley                 CA
3896                          0.375                 7.75 Salt Lake City                UT
3897                          0.375                 7.75 Elk Grove                     CA
3898                          0.375                7.875 Glendale                      AZ
3899                          0.375                8.375 Clearfield                    UT
3900                          0.375                 8.25 PHOENIX                       AZ
3901                          0.375                7.875 PEYTON                        CO
3902                          0.375                 7.75 Fort Myers                    FL
3903                          0.375                  8.5 AURORA                        CO
3904                          0.375                 7.75 LEICESTER                     MA
3905                          0.375                 8.25 SAINT LOUIS                   MO
3906                          0.375                7.875 HENDERSON                     NV
3907                          0.375                7.875 WESLEY CHAPEL                 FL
3908                          0.375                  8.5 Dallas                        TX
3909                          0.375                 7.75 OLMSTED TOWNSHIP              OH
3910                          0.375                7.875 ORLANDO                       FL
3911                          0.375                    8 Las Vegas                     NV
3912                          0.375                 8.25 AURORA                        CO
3913                          0.375                 8.25 STERLING                      VA
3914                          0.375                  8.5 Newport Beach                 CA
3915                          0.375                7.875 FARIBAULT                     MN
3916                          0.375                 7.75 SURPRISE                      AZ
3917                          0.375                    8 Arnold                        CA
3918                          0.375                8.125 DUMFRIES                      VA
3919                          0.375                8.375 Las Vegas                     NV
3920                          0.375                7.875 FLORENCE                      AZ
3921                          0.375                7.875 FRESNO                        CA
3922                          0.375                  8.5 BALTIMORE                     MD
3923                          0.375                  8.5 LACONIA                       NH
3924                          0.375                 7.75 ANNAPOLIS                     MD
3925                          0.375                7.875 BALTIMORE                     MD
3926                          0.375                8.125 ARLINGTON                     VA
3927                          0.375                8.125 GAINESVILLE                   VA
3928                          0.375                  8.5 BELLEFONTAINE NEIGHBORS       MO
3929                          0.375                 8.25 Layton                        UT
3930                          0.375                8.625 Ashburn                       VA
3931                          0.375                  8.5 LONGVIEW                      WA
3932                          0.375                8.125 HYATTSVILLE                   MD
3933                          0.375                7.625 Henderson                     NV
3934                          0.375                8.375 Live Oak                      FL
3935                          0.375                7.625 COLORADO SPRINGS              CO
3936                          0.375                7.875 Bethlehem                     PA
3937                          0.375                 7.75 AURORA                        CO
3938                          0.375                    8 Savannah                      TX
3939                          0.375                 7.75 COLORADO SPRINGS              CO
3940                          0.375                  8.5 COLORADO SPRINGS              CO
3941                          0.375                7.875 Orangevale                    CA
3942                          0.375                 6.25 ONTARIO                       CA
3943                          0.375                8.375 FORT WORTH                    TX
3944                          0.375                    8 Jonesboro                     GA
3945                          0.375                  8.5 Chicago                       IL
3946                          0.375                  8.5 CAPE CORAL                    FL
3947                          0.375                 7.75 Conroe                        TX
3948                          0.375                  8.5 LEHIGH                        FL
3949                          0.375                7.625 Minneapolis                   MN
3950                          0.375                 8.25 Frisco                        TX
3951                          0.375                7.875 Melissa                       TX
3952                          0.375                7.875 AURORA                        CO
3953                          0.375                  8.5 Frisco                        TX
3954                          0.375                  8.5 CHANDLER                      AZ
3955                          0.375                  8.5 ENCINO                        CA
3956                          0.375                 7.75 LAS VEGAS                     NV
3957                          0.375                  8.5 Shelby Twp                    MI
3958                          0.375                7.625 Dallas                        TX
3959                          0.375                7.875 Las Vegas                     NV
3960                          0.375                 8.25 Terrell                       TX
3961                          0.375                7.625 PHOENIX                       AZ
3962                          0.375                8.375 Westminster                   CO
3963                          0.375                7.625 Conyers                       GA
3964                          0.375                8.125 Citrus Heights                CA
3965                          0.375                    8 LAS VEGAS                     NV
3966                          0.375                7.875 Maricopa                      AZ
3967                          0.375                    8 Phoenix                       AZ
3968                          0.375                  8.5 Phoenix                       AZ
3969                          0.375                 7.75 ELK GROVE                     CA
3970                          0.375                8.125 Phoenix                       AZ
3971                          0.375                 7.75 PHOENIX                       AZ
3972                          0.375                7.875 SALT LAKE CITY                UT
3973                          0.375                 8.25 Scituate                      MA
3974                          0.375                8.125 Yale                          MI
3975                          0.375                7.875 Indianapolis                  IN
3976                          0.375                    8 Indianapolis                  IN
3977                          0.375                    8 Indianapolis                  IN
3978                          0.375                 7.75 ATL                           GA
3979                          0.375                 7.75 OCEANSIDE                     CA
3980                          0.375                8.375 HAGERSTOWN                    MD
3981                          0.375                8.375 WILM                          NC
3982                          0.375                 8.25 OBERLIN                       OH
3983                          0.375                6.875 ORLANDO                       FL
3984                          0.375                  8.5 PHOENIX                       AZ
3985                          0.375                 8.25 CHAMPIONS GATE                FL
3986                          0.375                  8.5 HOUSTON                       TX
3987                          0.375                 7.75 HANOVER                       MD
3988                          0.375                  8.5 Washington                    DC
3989                          0.375                8.125 Lake Worth                    FL
3990                          0.375                 7.75 NORTHGLENN                    CO
3991                          0.375                 8.25 LAKE CHARLES                  LA
3992                          0.375                    8 GLEN ALLEN                    VA
3993                          0.375                7.875 MCDONOUGH                     GA
3994                          0.375                 7.75 Rockledge                     FL
3995                          0.375                7.875 Marietta                      GA
3996                          0.375                  8.5 CLINTON TOWNSHIP              MI
3997                          0.375                 7.75 Lakewood                      WA
3998                          0.375                    8 OWINGS MILLS                  MD
3999                          0.375                 7.75 Miami                         FL
4000                          0.375                8.125 PRESTON                       MD
4001                          0.375                 7.75 BOWIE                         MD
4002                          0.375                7.625 ACWORTH                       GA
4003                          0.375                8.375 ATLANTA                       GA
4004                          0.375                 7.75 LAS VEGAS                     NV
4005                          0.375                8.375 ALBANY                        NY
4006                          0.375                  8.5 HOUSTON                       TX
4007                          0.375                  8.5 HOUSTON                       TX
4008                          0.375                 7.75 LINCOLN                       DE
4009                          0.375                 7.75 NORWOOD                       MA
4010                          0.375                8.375 CO SPGS                       CO
4011                          0.375                8.125 CONNECTICUT                   CT
4012                          0.375                8.125 POWDER SPGS                   GA
4013                          0.375                 7.75 FAIRBURN                      GA
4014                          0.375                    8 Powder Springs                GA
4015                          0.375                  8.5 BROOKVILLE                    OH
4016                          0.375                 7.75 SAN ANTONIO                   TX
4017                          0.375                 7.75 Dallas                        GA
4018                          0.375                6.375 Douglasville                  GA
4019                          0.375                 7.75 Orange                        VA
4020                          0.375                  8.5 Portland                      OR
4021                          0.375                8.125 MIDLOTHIAN                    VA
4022                           0.25                6.625 NORWOOD                       MA
4023                           0.25                 5.75 FORT COLLINS                  CO
4024                           0.25                 7.25 ALTADENA AREA                 CA
4025                           0.25                6.875 BROOKEVILLE                   MD
4026                           0.25                6.875 HENDERSON                     NV
4027                           0.25                 6.75 TUSTIN                        CA
4028                           0.25                    7 LOS ANGELES                   CA
4029                           0.25                 7.25 S OZONE PARK                  NY
4030                           0.25                6.875 JERSEY CITY                   NJ
4031                           0.25                 7.75 LOS ANGELES                   CA
4032                           0.25                 6.25 NEW YORK                      NY
4033                           0.25                  6.5 LOS ANGELES                   CA
4034                           0.25                6.875 CHESTERFIELD                  MO
4035                           0.25                6.875 PASADENA                      CA
4036                           0.25                6.875 LA CANADA FLINTRIDGE          CA
4037                           0.25                  7.5 LAS VEGAS                     NV
4038                           0.25                 5.75 PANAMA CITY BEACH             FL
4039                           0.25                  6.5 BOCA RATON                    FL
4040                           0.25                 6.75 ATLANTA                       GA
4041                           0.25                  6.5 SUNRISE                       FL
4042                           0.25                  6.5 SANTA BARBARA                 CA
4043                           0.25                  7.5 LOS ANGELES                   CA
4044                           0.25                6.625 NEWPORT BEACH                 CA
4045                           0.25                 6.75 SYLMAR                        CA
4046                           0.25                 6.75 GULF SHORES                   AL
4047                           0.25                 6.75 VILLAGE OF PALMETTO BAY       FL
4048                           0.25                6.625 SUN VALLEY                    CA
4049                           0.25                  6.5 LANSDOWNE                     VA
4050                           0.25                6.875 (SYLMAR AREA)LOS ANGELES      CA
4051                           0.25                 6.75 ARCADIA                       CA
4052                           0.25                  6.5 ANAHEIM                       CA
4053                           0.25                 6.75 HERCULES                      CA
4054                           0.25                 6.75 FOUNTAIN VALLEY               CA
4055                           0.25                6.625 OXNARD                        CA
4056                           0.25                7.125 TRUMBULL                      CT
4057                           0.25                  7.5 HERRIMAN                      UT
4058                           0.25                 6.25 ANAHEIM                       CA
4059                           0.25                 6.75 SAN DIEGO                     CA
4060                           0.25                 7.75 DESTIN                        FL
4061                           0.25                    7 SAN GABRIEL AREA              CA
4062                           0.25                6.875 BRENTWOOD                     CA
4063                           0.25                 6.25 LAS VEGAS                     NV
4064                           0.25                6.375 FRESNO                        CA
4065                           0.25                  5.5 ANAHEIM                       CA
4066                           0.25                6.375 SANTA BARBARA                 CA
4067                           0.25                 6.75 OCONOMOWOC                    WI
4068                           0.25                 6.25 SANTA BARBARA                 CA
4069                           0.25                6.375 WALNUT CREEK                  CA
4070                           0.25                    7 LAKE HAVASU CITY              AZ
4071                           0.25                 7.75 NEW YORK                      NY
4072                           0.25                6.125 VENTURA                       CA
4073                           0.25                    6 SAN DIEGO                     CA
4074                           0.25                 6.75 PEMBROKE PINES                FL
4075                           0.25                6.375 DENVER                        CO
4076                           0.25                 6.25 BRENTWOOD                     CA
4077                           0.25                    8 JERSEY CITY                   NJ
4078                           0.25                6.625 SAN JOSE                      CA
4079                           0.25                  6.5 WEST COVINA                   CA
4080                           0.25                6.875 LAGUNA BEACH                  CA
4081                           0.25                 6.25 SAN DIEGO                     CA
4082                           0.25                6.375 AUSTIN                        TX
4083                           0.25                6.875 NEW YORK                      NY
4084                           0.25                5.875 SANTEE                        CA
4085                          0.375                 7.75 Suwanee                       GA
4086                          0.375                8.125 Indialantic                   FL
4087                          0.375                8.125 Melrose Park                  IL
4088                          0.375                6.375 Highlands Ranch               CO
4089                          0.375                  3.5 STONE MOUNTAIN                GA
4090                          0.375                5.625 VERO BEACH                    FL
4091                          0.375                  6.5 ATLANTA                       GA
4092                           0.25                  7.5 CHICAGO                       IL
4093                           0.25                  7.5 CHICAGO                       IL
4094                           0.25                 7.75 PLAINFIELD                    IL
4095                           0.25                  7.5 CICERO                        IL
4096                           0.25                7.625 LAKE FOREST                   IL
4097                           0.25                 7.75 LOMBARD                       IL
4098                           0.25                    8 WILLOWBROOK                   IL
4099                           0.25                  7.5 ALGONQUIN                     IL
4100                           0.25                  7.5 LAKE ZURICH                   IL
4101                           0.25                8.125 DOWNERS GROVE                 IL
4102                           0.25                 7.75 PLAINFIELD                    IL
4103                           0.25                7.625 PROSPECT HEIGHTS              IL
4104                           0.25                7.625 BEECHER                       IL
4105                           0.25                7.625 PALATINE                      IL
4106                          0.375                6.875 Beaumont                      CA
4107                          0.375                7.875 COLUMBUS                      OH
4108                          0.375                6.625 SOUTH LEBANON                 OH
4109                          0.375                  7.5 Denver                        CO
4110                          0.375                8.375 Pasco                         WA
4111                          0.375                7.625 HOUSTON                       TX
4112                          0.375                8.125 BOISE                         ID
4113                          0.375                 7.75 Suffolk                       VA
4114                          0.375                 7.75 Concord                       NC
4115                          0.375                8.125 Brielle                       NJ
4116                          0.375                    8 Newark                        NJ
4117                          0.375                 8.25 Philadelphia                  PA
4118                          0.375                 7.75 Lakeland                      FL
4119                          0.375                  8.5 Upper Township                NJ
4120                          0.375                    8 Douglasville                  GA
4121                          0.375                8.375 Natick                        MA
4122                          0.375                7.875 Chandler                      AZ
4123                          0.375                    8 Newport News                  VA
4124                          0.375                 7.75 Stockton                      CA
4125                          0.375                  8.5 Douglasville                  GA
4126                          0.375                 7.75 Ellenton                      FL
4127                          0.375                 7.75 Toms River                    NJ
4128                          0.375                7.875 Blue Springs                  MO
4129                          0.375                8.375 Conshohocken                  PA
4130                          0.375                  8.5 La Quinta                     CA
4131                          0.375                 7.75 Alexandria                    VA
4132                          0.375                 8.25 Silver Spring                 MD
4133                          0.375                 7.75 Colorado Springs              CO
4134                          0.375                8.375 Alexandria                    VA
4135                          0.375                    7 Lees Summit                   MO
4136                          0.375                7.875 Cape Coral                    FL
4137                          0.375                 7.75 Hyattsville                   MD
4138                          0.375                8.625 Union                         NJ
4139                          0.375                8.875 Avondale                      AZ
4140                          0.375                  8.5 Tustin                        CA
4141                          0.375                 8.25 Myrtle Beach                  SC
4142                          0.375                8.125 Cambridge                     MA
4143                          0.375                8.125 Scottsdale                    AZ
4144                          0.375                8.125 Riverton                      UT
4145                          0.375                    8 Las Vegas                     NV
4146                          0.375                7.875 Saint Joseph                  MO
4147                          0.375                    8 Petersburg                    VA
4148                          0.375                7.875 ATLANTA                       GA
4149                          0.375                 7.75 OPELIKA                       AL
4150                          0.375                  8.5 SNELLVILLE                    GA
4151                          0.375                7.125 PHOENIX                       AZ
4152                          0.375                7.625 Portland                      OR
4153                          0.375                7.875 El Sobrante                   CA
4154                          0.375                    8 Aurora                        IL
4155                          0.375                8.125 LACY LAKEVIEW                 TX
4156                          0.375                  7.5 HAMPTON                       GA
4157                          0.375                7.875 DOUGLASVILLE                  GA
4158                          0.375                  7.5 MURRIETA                      CA
4159                          0.375                    8 Schenectady                   NY
4160                          0.375                8.375 Aurora                        CO
4161                          0.375                8.375 Beaver Falls                  PA
4162                          0.375                    8 BALTIMORE                     MD
4163                          0.375                 8.25 ORLANDO                       FL
4164                          0.375                7.875 HENDERSON                     NV
4165                          0.375                 8.25 PORT CHARLOTTE                FL
4166                          0.375                7.875 GAITHERSBURG                  MD
4167                          0.375                    8 GALVESTON                     TX
4168                          0.375                  8.5 BIRMINGHAM                    AL
4169                          0.375                    8 Aloha                         OR
4170                          0.375                  8.5 Las Vegas                     NV
4171                          0.375                7.625 PINSON                        AL
4172                          0.375                  8.5 DAVENPORT                     IA
4173                          0.375                  8.5 SAN ANTONIO                   TX
4174                          0.375                7.875 GLEN BURNIE                   MD
4175                          0.375                  8.5 Little Rock                   AR
4176                          0.375                  8.5 Indio                         CA
4177                          0.375                7.625 WEST CHICAGO                  IL
4178                          0.375                8.125 Hampton                       GA
4179                          0.375                7.625 LONGVIEW                      WA
4180                          0.375                7.625 STERLING                      VA
4181                          0.375                 7.75 ARVADA                        CO
4182                          0.375                    8 North Las Vegas               NV
4183                          0.375                8.375 Glendale                      AZ
4184                          0.375                    8 Chandler                      AZ
4185                          0.375                8.625 Antelope                      CA
4186                          0.375                7.875 LAS VEGAS                     NV
4187                          0.375                7.625 Tucson                        AZ
4188                          0.375                8.375 Citrus Heights                CA
4189                          0.375                    8 TUCSON                        AZ
4190                          0.375                  8.5 SPARKS                        NV
4191                          0.375                  8.5 TUCSON                        AZ
4192                          0.375                7.875 PEORIA                        AZ
4193                          0.375                8.125 AURORA                        CO
4194                          0.375                  8.5 Temecula                      CA
4195                          0.375                  8.5 St Petersburg                 FL
4196                          0.375                7.875 NEW PORT RICHEY               FL
4197                          0.375                8.125 Thibodaux                     LA
4198                          0.375                7.875 Phoenix                       AZ
4199                          0.375                7.875 HANOVER                       MD
4200                          0.375                 8.25 Union City                    GA
4201                          0.375                 7.75 Eagle Mountain                UT
4202                          0.375                    8 West Palm Beach               FL
4203                          0.375                  8.5 Grand Junction                CO
4204                          0.375                7.875 Antioch                       CA
4205                          0.375                    8 Savannah                      GA
4206                          0.375                    8 Bryan                         TX
4207                          0.375                  8.5 MURRIETA                      CA
4208                          0.375                8.375 COLUMBUS                      OH
4209                          0.375                  8.5 AURORA                        CO
4210                          0.375                7.875 Oviedo                        FL
4211                          0.375                7.875 Jacksonville                  FL
4212                          0.375                  7.5 Tempe                         AZ
4213                          0.375                6.875 Lone Tree                     CO
4214                          0.375                7.625 Garland                       TX
4215                          0.375                    8 EDINA                         MN
4216                          0.375                7.875 LAKE PILLSBURY                CA
4217                          0.375                 8.25 Dearborn                      MI
4218                          0.375                7.875 Cedar Hill                    TX
4219                          0.375                8.125 LAUDERHILL                    FL
4220                          0.375                  8.5 Lancaster                     CA
4221                          0.375                  8.5 CAPE CORAL                    FL
4222                          0.375                 8.25 BAILEY                        CO
4223                          0.375                7.375 Katy                          TX
4224                          0.375                 8.25 Coconut Creek                 FL
4225                          0.375                    8 GRAYS LAKE                    IL
4226                          0.375                  8.5 MIAMI                         FL
4227                          0.375                 7.75 ROY                           UT
4228                          0.375                 8.25 INDIO                         CA
4229                          0.375                7.625 Fort Worth                    TX
4230                          0.375                 8.25 Las Vegas                     NV
4231                          0.375                 8.25 Mesa                          AZ
4232                          0.375                    8 HUGO                          MN
4233                          0.375                8.125 Cleveland                     TN
4234                          0.375                7.875 Chandler                      AZ
4235                          0.375                  8.5 BALTIMORE                     MD
4236                          0.375                  8.5 NOVI                          MI
4237                          0.375                7.625 Las Vegas                     NV
4238                          0.375                    8 HAPPY VALLEY                  OR
4239                          0.375                8.125 Chicago                       IL
4240                          0.375                  8.5 FRONT ROYAL                   VA
4241                          0.375                  8.5 OVERLAND PARK                 KS
4242                          0.375                7.875 ELLENWOOD                     GA
4243                          0.375                  8.5 Bonita Springs                FL
4244                          0.375                8.125 Apache Junction               AZ
4245                          0.375                8.375 Ocean Isle Beach              NC
4246                          0.375                    8 ORLANDO                       FL
4247                          0.375                8.375 WOODBRIDGE                    VA
4248                          0.375                  8.5 DENVER                        CO
4249                          0.375                7.625 Kingman                       AZ
4250                          0.375                  8.5 Portland                      ME
4251                          0.375                  8.5 Mcallen                       TX
4252                          0.375                7.875 DOUGLASVILLE                  GA
4253                          0.375                6.375 Tucker                        GA
4254                          0.375                  8.5 Tolleson                      AZ
4255                          0.375                7.625 Mesa                          AZ
4256                          0.375                  8.5 Del Valle                     TX
4257                          0.375                8.375 Marietta                      GA
4258                          0.375                  8.5 Marine On Saint Croix         MN
4259                          0.375                7.875 Lawrenceville                 GA
4260                          0.375                    8 Egg Harbor Township           NJ
4261                          0.375                    8 Casa Grande                   AZ
4262                          0.375                 7.75 Boca Raton                    FL
4263                          0.375                7.875 Tucson                        AZ
4264                          0.375                7.625 Phoenix                       AZ
4265                          0.375                7.625 Newark                        NJ
4266                          0.375                8.375 Suffolk                       VA
4267                          0.375                    8 New Gloucester                ME
4268                          0.375                6.625 Lake Havasu City              AZ
4269                          0.375                 8.25 Fort Myers                    FL
4270                          0.375                 8.25 Seaford                       DE
4271                          0.375                7.375 Ridgefield                    NJ
4272                          0.375                    8 Baltimore                     MD
4273                          0.375                    8 Baltimore                     MD
4274                          0.375                    8 Cape Coral                    FL
4275                          0.375                  8.5 Murrieta                      CA
4276                          0.375                7.875 Orange                        CA
4277                          0.375                7.875 Orlando                       FL
4278                          0.375                7.875 Cape Coral                    FL
4279                          0.375                8.625 Scotts Valley                 CA
4280                          0.375                 8.25 Fort Myers                    FL
4281                          0.375                 7.25 Mesa                          AZ
4282                          0.375                 7.75 Rancho Cucamonga              CA
4283                          0.375                  8.5 Middletown                    NY
4284                          0.375                7.625 Jersey City                   NJ
4285                          0.375                 7.75 Orange Park                   FL
4286                          0.375                    8 Chanhassen                    MN
4287                          0.375                  8.5 New York                      NY
4288                          0.375                8.125 Old Orchard Beach             ME
4289                          0.375                7.875 Santa Cruz                    CA
4290                          0.375                8.125 Maricopa                      AZ
4291                          0.375                7.875 Clarksville                   VA
4292                          0.375                  8.5 Raleigh                       NC
4293                          0.375                    8 Tarpon Springs                FL
4294                          0.375                 8.25 Ocean City                    NJ
4295                          0.375                7.625 Miami                         FL
4296                          0.375                7.625 Monmouth Beach                NJ
4297                          0.375                7.625 Mill Valley                   CA
4298                          0.375                    8 Lake Worth                    FL
4299                          0.375                7.875 Jersey City                   NJ
4300                          0.375                    8 Sun City                      AZ
4301                          0.375                7.625 MAYO                          FL
4302                          0.375                7.875 Portsmouth                    VA
4303                          0.375                  8.5 Baltimore                     MD
4304                          0.375                    8 West Palm Beach               FL
4305                          0.375                 8.25 NORTH PORT                    FL
4306                          0.375                  8.5 Scottsdale                    AZ
4307                          0.375                8.375 Canton                        GA
4308                          0.375                7.875 Richfield                     MN
4309                          0.375                 7.75 Port Saint Lucie              FL
4310                          0.375                7.875 Buckeye                       AZ
4311                          0.375                8.375 Haines City                   FL
4312                          0.375                  8.5 Toms River                    NJ
4313                          0.375                7.875 Dunnellon                     FL
4314                          0.375                7.625 Hyattsville                   MD
4315                          0.375                7.625 Phoenix                       AZ
4316                          0.375                    8 Fairfield                     CT
4317                          0.375                7.875 Riverdale                     MD
4318                          0.375                  8.5 Tolleson                      AZ
4319                          0.375                  8.5 Tolleson                      AZ
4320                          0.375                 7.75 Weston                        FL
4321                          0.375                 7.75 Detroit                       MI
4322                          0.375                8.125 MYRTLE BEACH                  SC
4323                          0.375                8.375 Orono                         ME
4324                          0.375                    8 Miami                         FL
4325                          0.375                    8 Kissimmee                     FL
4326                          0.375                  8.5 Kissimmee                     FL
4327                          0.375                  8.5 Saint Louis                   MO
4328                          0.375                 7.75 Phoenix                       AZ
4329                          0.375                7.875 Desert Hot Springs            CA
4330                          0.375                    8 Maricopa                      AZ
4331                          0.375                9.125 Marshfield                    MO
4332                          0.375                    8 Glendale                      AZ
4333                          0.375                 7.75 Matawan                       NJ
4334                          0.375                7.625 Tempe                         AZ
4335                          0.375                  8.5 Atlanta                       GA
4336                          0.375                  8.5 Dumfries                      VA
4337                          0.375                7.625 Phoenix                       AZ
4338                          0.375                  8.5 MANSFIELD                     TX
4339                          0.375                  8.5 Lehigh Acres                  FL
4340                          0.375                    8 Sanford                       FL
4341                          0.375                7.625 North Hills                   CA
4342                          0.375                 6.25 Lakeside                      CA
4343                          0.375                7.875 Las Vegas                     NV
4344                          0.375                7.625 Pico Rivera                   CA
4345                          0.375                6.875 Dunkirk                       MD
4346                          0.375                8.125 Lakewood                      NJ
4347                          0.375                7.625 Bellingham                    WA
4348                          0.375                  8.5 Ewing                         NJ
4349                          0.375                 7.75 Eighty Four                   PA
4350                          0.375                8.625 Rochester                     MN
4351                          0.375                    8 Raleigh                       NC
4352                          0.375                7.875 Vallejo                       CA
4353                          0.375                    8 Queen Creek                   AZ
4354                          0.375                7.875 Scottsdale                    AZ
4355                          0.375                  8.5 Southampton                   NY
4356                          0.375                7.875 West Palm Beach               FL
4357                          0.375                 8.25 Peoria                        AZ
4358                          0.375                8.125 Phoenix                       AZ
4359                          0.375                 8.25 Tampa                         FL
4360                          0.375                8.125 Brownsville                   TX
4361                          0.375                  8.5 Surprise                      AZ
4362                          0.375                7.625 Phoenix                       AZ
4363                          0.375                7.625 Alhambra                      CA
4364                          0.375                    8 Miami                         FL
4365                          0.375                8.125 Holden                        MA
4366                          0.375                7.625 Orlando                       FL
4367                          0.375                 7.75 Las Vegas                     NV
4368                          0.375                  8.5 Gwynn Oak                     MD
4369                          0.375                8.125 Flagstaff                     AZ
4370                          0.375                7.875 Holiday                       FL
4371                          0.375                8.375 Everett                       WA
4372                          0.375                8.125 Greenacres                    FL
4373                          0.375                8.125 Oviedo                        FL
4374                          0.375                    8 Henderson                     NV
4375                          0.375                 7.75 Tampa                         FL
4376                          0.375                7.625 Palm Desert                   CA
4377                          0.375                7.875 Baltimore                     MD
4378                          0.375                  8.5 BALTIMORE                     MD
4379                          0.375                7.875 Rancho Cucamonga              CA
4380                          0.375                 7.75 Riverside                     CA
4381                          0.375                8.125 Ballwin                       MO
4382                          0.375                7.625 Shadow Hills                  CA
4383                          0.375                 7.75 Arizona City                  AZ
4384                          0.375                  8.5 Tolleson                      AZ
4385                          0.375                6.625 Canton                        GA
4386                          0.375                7.875 Biddeford                     ME
4387                          0.375                7.875 Tucson                        AZ
4388                          0.375                8.625 San Luis Obispo               CA
4389                          0.375                8.625 Englewood                     NJ
4390                          0.375                8.625 Saint Louis                   MO
4391                          0.375                7.875 Baltimore                     MD
4392                          0.375                8.625 Mission                       TX
4393                          0.375                8.125 Paterson                      NJ
4394                          0.375                8.125 DENVER                        CO
4395                          0.375                  8.5 Renton                        WA
4396                          0.375                 8.25 Denver                        CO
4397                          0.375                    8 Longwood                      FL
4398                          0.375                8.375 Reno                          NV
4399                          0.375                7.875 Los Angeles                   CA
4400                          0.375                7.625 Hampton                       GA
4401                          0.375                7.625 Beverly Hills                 FL
4402                          0.375                 7.75 Newport Beach                 CA
4403                          0.375                 7.75 Bryan                         TX
4404                          0.375                  7.5 Phoenix                       AZ
4405                          0.375                7.625 Suwanee                       GA
4406                          0.375                 7.75 Torrance                      CA
4407                          0.375                8.375 Fitchburg                     MA
4408                          0.375                 7.75 Lithonia                      GA
4409                          0.375                8.375 Miami                         FL
4410                          0.375                7.875 Aurora                        CO
4411                          0.375                8.375 Chicago                       IL
4412                          0.375                6.625 Cooper City                   FL
4413                          0.375                8.375 Las Vegas                     NV
4414                          0.375                8.125 Queen Creek                   AZ
4415                          0.375                  8.5 Toms River                    NJ
4416                          0.375                7.875 Orlando                       FL
4417                          0.375                7.625 Surprise                      AZ
4418                          0.375                  8.5 Brownsville                   TX
4419                          0.375                8.375 Longwood                      FL
4420                          0.375                7.875 WILLIAMSBURG                  VA
4421                          0.375                 8.25 LOUISVILLE                    KY
4422                          0.375                8.375 West Bloomfield               MI
4423                          0.375                  8.5 HOLLYWOOD                     FL
4424                          0.375                7.875 MOUNT AIRY                    MD
4425                          0.375                  8.5 Buffalo                       MN
4426                          0.375                  8.5 ALVA                          FL
4427                          0.375                7.875 Big Lake                      MN
4428                          0.375                  8.5 Lakeside                      AZ
4429                          0.375                 7.75 Hollywood                     FL
4430                          0.375                  8.5 TUCSON                        AZ
4431                          0.375                 8.25 Glendale                      AZ
4432                          0.375                  8.5 Kingman                       AZ
4433                          0.375                    8 FREMONT                       CA
4434                           0.25                  6.5 Oakland                       CA
4435                           0.25                6.875 Glendale                      CA
4436                          0.375                7.125 Chicago                       IL
4437                          0.375                8.125 Missouri City                 TX
4438                           0.25                  6.5 Van Nuys                      CA
4439                          0.375                  8.5 UPPER MARLBORO                MD
                              0.338                7.585



              ZIP_CODE              PROPTYPE                  ORIGINAL_BALANCE        FIRST_PAY_DATE
______________________________________________________________________________________________________
1             30324                 Single Family                       460000              20060701
2             86305                 Single Family                       760000              20060701
3             92240                 Single Family                       234500              20060401
4             34952                 Single Family                       125300              20060501
5             80530                 PUD                                 190094              20060501
6             33572                 PUD                                 137800              20051101
7             34135                 Condominium                         388000              20051001
8             39213                 Single Family                        44000              20051001
9             7514                  2-4 Family                          368000              20060501
10            7039                  Single Family                       324350              20060501
11            33916                 Condominium                         273000              20060701
12            85028                 Single Family                       256000              20060701
13            85223                 Single Family                       129520              20060701
14            91206                 Single Family                      1012500              20060701
15            92883                 Single Family                       995000              20060701
16            98012                 Single Family                       269600              20060601
17            91344                 Single Family                       417000              20060701
18            92832                 PUD                                 287550              20060401
19            65079                 Single Family                       264000              20060601
20            8724                  Single Family                       257000              20060501
21            98011                 Condominium                         351500              20060701
22            91504                 Single Family                       700000              20060701
23            10956                 Single Family                       327000              20060801
24            95120                 PUD                                 577600              20060701
25            63385                 PUD                                 108000              20060701
26            60605                 Condominium                         234000              20060701
27            22314                 PUD                                 650000              20060701
28            77013                 Condominium                         249520              20060701
29            8873                  Single Family                       300000              20060701
30            28226                 2-4 Family                          341050              20020401
31            63104                 Single Family                       127920              20060601
32            84762                 Single Family                       204000              20060801
33            44685                 Single Family                       206346              20060701
34            95742                 Single Family                       472872              20060701
35            33626                 Single Family                      1020207              20060601
36            33647                 PUD                                 194473              20041001
37            20003                 Townhouse                           700000              20060701
38            7040                  2-4 Family                          240000              20060701
39            2920                  Single Family                       228000              20060701
40            93257                 Single Family                       182000              20060701
41            2124                  Condominium                         165600              20060701
42            93637                 Single Family                       244799              20060601
43            94608                 2-4 Family                          492000              20060501
44            89084                 PUD                                 427796              20060701
45            93012                 Single Family                       539925              20050901
46            92672                 Single Family                       825000              20051001
47            91505                 Condominium                         287400              20050301
48            90631                 Single Family                       360000              20050801
49            92203                 PUD                                 540000              20060101
50            30141                 Single Family                        65800              20060701
51            20785                 Condominium                         104000              20060701
52            95212                 Single Family                       466200              20060801
53            22031                 Condominium                         199200              20060701
54            20110                 Townhouse                           203200              20060601
55            22003                 Condominium                         220000              20060601
56            76107                 Single Family                       280000              20060701
57            40216                 Single Family                       100720              20060701
58            54521                 Condominium                         520000              20060801
59            85085                 PUD                                 412450              20060801
60            45424                 Single Family                       281200              20060501
61            8260                  2-4 Family                          580000              20060701
62            92879                 Single Family                       608000              20060701
63            91423                 Single Family                       596000              20060701
64            92661                 Single Family                      1875000              20060701
65            80220                 Single Family                       495200              20060701
66            94024                 Single Family                      1940000              20060701
67            80104                 Single Family                       712000              20060701
68            90077                 Single Family                      1500000              20060701
69            11561                 Condominium                         420000              20060601
70            90210                 Single Family                      2999500              20060601
71            10128                 Condominium                         508000              20060701
72            93010                 Single Family                       967500              20060701
73            95128                 Condominium                         522304              20060701
74            39525                 PUD                                 146300              20051001
75            60187                 Single Family                       434000              20060201
76            48821                 Single Family                     192261.6              20060201
77            8037                  Single Family                       148800              20060201
78            95831                 PUD                              165636.96              20060201
79            7848                  Single Family                       650000              20060401
80            7419                  PUD                                 272000              20060401
81            8022                  Single Family                       476000              20060301
82            33898                 Single Family                       559200              20060501
83            21035                 Single Family                       346400              20060501
84            85032                 PUD                                 241680              20060501
85            35222                 Condominium                          65000              20060501
86            28465                 Single Family                      1536000              20060501
87            92603                 Condominium                         594000              20060601
88            10506                 Single Family                      1087500              20060501
89            90715                 Single Family                       371250              20060401
90            92660                 Condominium                         600000              20060601
91            55411                 Single Family                       122500              20060601
92            60644                 Single Family                        89000              20060701
93            46307                 2-4 Family                          200000              20060701
94            85349                 Single Family                       104000              20060701
95            85706                 Single Family                       122400              20060601
96            30024                 PUD                                 175500              20060601
97            23325                 Single Family                       100000              20060701
98            98406                 Single Family                       146250              20060601
99            80112                 PUD                                 250000              20060701
100           78212                 2-4 Family                           93600              20060601
101           30274                 Single Family                       100000              20060701
102           21225                 Townhouse                            63900              20060701
103           30909                 PUD                                  82000              20060701
104           20151                 PUD                                 431200              20060701
105           89408                 Single Family                       253350              20060601
106           92223                 Single Family                       368188              20060601
107           92223                 Single Family                       332258              20060601
108           1028                  Single Family                       276000              20060701
109           91737                 Single Family                       379920              20051001
110           60014                 Single Family                       585000              20060501
111           89015                 Single Family                       750000              20060301
112           93111                 Single Family                       750000              20060301
113           92694                 Condominium                         386400              20060301
114           33131                 Condominium                         772000              20060501
115           95624                 Single Family                       580000              20060501
116           7093                  Condominium                        1124400              20060401
117           91914                 PUD                                 516000              20060501
118           81632                 Single Family                    520913.49              20060501
119           94582                 Single Family                      1000000              20060201
120           94542                 Single Family                       475000              20060501
121           92026                 Single Family                       416000              20060101
122           95138                 PUD                                1126531              20060201
123           94601                 Single Family                       376000              20060201
124           92626                 Single Family                       490000              20060201
125           95125                 PUD                                 410000              20060201
126           92805                 Single Family                       500000              20060501
127           34786                 PUD                                 554675              20060301
128           7733                  Single Family                       607200              20060601
129           92040                 Single Family                       376000              20060301
130           91207                 Single Family                       650000              20060501
131           91351                 Condominium                         420000              20060601
132           92592                 PUD                                 468892              20060501
133           32168                 Single Family                       650000              20060501
134           55446                 Single Family                       920000              20060201
135           95037                 Single Family                       482000              20060601
136           91504                 Condominium                         451200              20060601
137           91011                 Single Family                       506000              20060601
138           93010                 Single Family                       468000              20060501
139           92657                 PUD                                 645000              20060601
140           89104                 Single Family                       192000              20060301
141           92056                 PUD                                 417600              20060301
142           91360                 Single Family                       461000              20060601
143           19460                 Single Family                       572800              20060701
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145           94561                 Single Family                       383278              20060701
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147           98117                 Single Family                       307500              20060701
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149           78254                 PUD                                 113600              20060701
150           66614                 Single Family                        84000              20060601
151           30305                 Single Family                       348000              20060701
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153           77378                 PUD                                  93888              20060501
154           61874                 Townhouse                           174400              20060701
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161           18709                 Single Family                        78800              20060601
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166           85242                 Single Family                       268000              20060701
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194           70115                 2-4 Family                          120000              20060801
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198           43618                 Single Family                       249000              20060301
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201           89118                 Condominium                         179120              20051201
202           30274                 Single Family                        92000              20060101
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288           53210                 Single Family                        59500              20060701
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316           21216                 Single Family                        63200              20060801
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619           75034                 PUD                                 436000              20060701
620           46203                 Single Family                        69600              20060701
621           21754                 PUD                                 585000              20060701
622           20170                 PUD                                 369600              20060701
623           37803                 Single Family                       114800              20060601
624           84117                 Single Family                      1143750              20060701
625           20705                 Condominium                         168500              20060701
626           30319                 Single Family                       201600              20060601
627           93710                 Single Family                       212000              20060701
628           85253                 Single Family                      1000000              20060701
629           75103                 Single Family                        53250              20060701
630           33544                 PUD                                 193520              20060701
631           33169                 Single Family                       164000              20051201
632           55446                 Single Family                       890000              20051201
633           33165                 Single Family                       304000              20051201
634           33139                 Condominium                         258320              20060101
635           20895                 Single Family                       408000              20051201
636           33411                 Condominium                          89500              20060701
637           76134                 Single Family                        92028              20060601
638           30252                 Single Family                       140000              20060701
639           91104                 Condominium                         326400              20060701
640           76086                 2-4 Family                          136800              20060501
641           71913                 Single Family                        84000              20060601
642           31709                 Single Family                       109200              20060701
643           2748                  Single Family                       183200              20060701
644           21213                 Townhouse                           101250              20060701
645           34470                 Single Family                       104400              20060701
646           80108                 Single Family                       592000              20060801
647           89301                 Single Family                       208000              20060601
648           93552                 PUD                                 372360              20060701
649           33411                 PUD                                 360000              20060701
650           52806                 Single Family                        84000              20060701
651           92704                 Condominium                         228000              20060701
652           92704                 Condominium                         225760              20060701
653           29577                 Condominium                         147200              20060601
654           64054                 Single Family                       111840              20060601
655           71360                 2-4 Family                           67200              20060701
656           71360                 2-4 Family                           72100              20060701
657           18062                 Single Family                       221200              20060701
658           1702                  Single Family                       747500              20060701
659           89122                 PUD                                 245600              20060701
660           85741                 PUD                                 143500              20060701
661           60505                 Single Family                       128000              20060701
662           40214                 Single Family                       107960              20060701
663           91915                 Condominium                         315000              20060701
664           11213                 2-4 Family                          249000              20060701
665           83611                 Single Family                       157500              20060701
666           35235                 Single Family                       118400              20060601
667           7924                  Single Family                       960000              20060701
668           90027                 2-4 Family                          716800              20060401
669           63074                 Single Family                        91920              20060601
670           93030                 Condominium                         228000              20060601
671           63074                 Single Family                        59500              20060701
672           93662                 Single Family                       201880              20060701
673           95212                 Single Family                       427800              20060701
674           76108                 PUD                                  96800              20060701
675           92240                 2-4 Family                          238000              20060701
676           33837                 Single Family                       188000              20060701
677           21629                 PUD                                 215300              20060701
678           62301                 Single Family                        75200              20060701
679           80212                 Single Family                        76500              20060601
680           80910                 Condominium                         185200              20060701
681           95037                 2-4 Family                          736000              20060701
682           94621                 Single Family                       308000              20060701
683           78052                 Single Family                        42400              20060701
684           20744                 Single Family                       305600              20060601
685           91335                 Single Family                       450400              20060501
686           33607                 Single Family                       128000              20060601
687           78249                 Townhouse                            67000              20060701
688           6840                  Single Family                      1348000              20060701
689           20171                 Single Family                       465000              20060701
690           60516                 Single Family                       266000              20051101
691           53185                 Single Family                        98000              20060801
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693           76210                 PUD                                 124300              20060601
694           89084                 Condominium                         175232              20060701
695           30088                 Single Family                        71200              20060601
696           92880                 Single Family                       432300              20060701
697           78213                 2-4 Family                          155200              20060601
698           85383                 Single Family                       360000              20060801
699           30189                 PUD                                 180800              20060601
700           33169                 Condominium                         186500              20060601
701           20105                 Townhouse                           394300              20060601
702           78109                 Single Family                        55200              20060701
703           89030                 Single Family                       174400              20060701
704           22408                 Single Family                       239200              20060701
705           85239                 PUD                                 166900              20060701
706           93930                 Condominium                         232000              20060601
707           93257                 Single Family                       224000              20060701
708           80232                 Single Family                       171750              20060701
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710           95046                 Single Family                       744000              20060701
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712           85310                 PUD                                 451752              20060701
713           32962                 Single Family                       145328              20060701
714           89101                 Condominium                         300000              20060701
715           60504                 Single Family                        96200              20060701
716           75025                 PUD                                 196000              20060701
717           80109                 PUD                                 247400              20060601
718           33914                 2-4 Family                          468300              20060801
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720           2809                  Condominium                         416100              20060701
721           30024                 PUD                                 179250              20060601
722           91739                 Condominium                         347830              20060701
723           21218                 Single Family                       219600              20060801
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725           29445                 Single Family                        75650              20060701
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727           92277                 Single Family                        84000              20060701
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730           95391                 PUD                                 435920              20060701
731           29414                 Condominium                         163920              20060701
732           92563                 Single Family                       395760              20060701
733           83406                 Single Family                       135000              20060701
734           85086                 Single Family                       196000              20060701
735           80014                 Single Family                       129600              20060701
736           12601                 Single Family                        98800              20060101
737           89109                 Condominium                         621900              20060301
738           95356                 Single Family                       271200              20060301
739           89081                 PUD                                 256000              20060401
740           73003                 PUD                                 112000              20060401
741           83607                 PUD                                  99360              20060301
742           35217                 Single Family                        44000              20060401
743           80015                 Single Family                       169600              20060301
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746           32779                 Single Family                       540000              20060301
747           22193                 Single Family                       308000              20060401
748           80016                 PUD                                 245476              20060401
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833           7869                  Single Family                       232000              20051101
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847           2673                  Single Family                       240720              20060101
848           32507                 Single Family                       510000              20051101
849           34207                 Condominium                         116000              20051101
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851           85018                 Single Family                       288000              20051001
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894           22182                 Townhouse                           814350              20060801
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903           30339                 Townhouse                           320000              20060401
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909           7047                  Single Family                       325480              20060801
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1089          85254                 Single Family                       360000              20060301
1090          98023                 PUD                              545587.15              20060501
1091          3840                  Single Family                       543200              20060501
1092          92833                 Condominium                         485000              20060501
1093          80108                 PUD                                 580000              20060601
1094          92130                 PUD                                 654448              20060401
1095          90036                 2-4 Family                          757250              20050501
1096          94110                 Single Family                       651500              20060501
1097          20002                 2-4 Family                          628000              20060601
1098          90604                 Single Family                       471500              20060601
1099          91387                 Condominium                         356000              20060101
1100          92065                 PUD                                 492000              20060301
1101          7067                  Single Family                       500000              20060601
1102          93101                 Single Family                      1207500              20060501
1103          94553                 Single Family                       508000              20060601
1104          60015                 Single Family                       544000              20060101
1105          93003                 Single Family                       455200              20060601
1106          92374                 PUD                                 446900              20060501
1107          92336                 Single Family                       545500              20060601
1108          93033                 Single Family                       467200              20060601
1109          89134                 PUD                                 518000              20060101
1110          85251                 Condominium                         488000              20060601
1111          90064                 Single Family                       900000              20060801
1112          91792                 Single Family                       496000              20060801
1113          75225                 Single Family                       900000              20060801
1114          85331                 Single Family                       450000              20060701
1115          92570                 Single Family                       493071              20060801
1116          60527                 Single Family                       645600              20060801
1117          90262                 Single Family                       436000              20060801
1118          89131                 PUD                                 582768              20060801
1119          34231                 Single Family                       733460              20060801
1120          92679                 PUD                                 548000              20060801
1121          83616                 PUD                                 639920              20060801
1122          92880                 Single Family                       526400              20060801
1123          92886                 Single Family                       768319              20060801
1124          83001                 Condominium                         911250              20060801
1125          34231                 Condominium                         476250              20060801
1126          92399                 Single Family                       775400              20060801
1127          89131                 PUD                                 427205              20060801
1128          94565                 Single Family                       424000              20060801
1129          98279                 Single Family                       720000              20060801
1130          29926                 Condominium                         558400              20060701
1131          90017                 Condominium                         787500              20060801
1132          11706                 Single Family                       420000              20060801
1133          60062                 Single Family                       437500              20060801
1134          91324                 Condominium                         479920              20060801
1135          92655                 Single Family                       424000              20060801
1136          95030                 Single Family                      1057700              20060801
1137          7079                  Single Family                       650000              20060801
1138          98027                 Single Family                       439600              20060801
1139          92673                 PUD                                 999999              20060801
1140          90041                 Single Family                       535000              20060801
1141          21754                 Single Family                       480000              20060801
1142          92886                 Single Family                       996727              20060801
1143          83687                 PUD                                 600000              20060801
1144          91384                 PUD                                 604000              20060801
1145          92880                 Single Family                       428792              20060801
1146          2818                  Single Family                       650000              20060801
1147          90004                 Single Family                      2640000              20060801
1148          2651                  Single Family                       600000              20060801
1149          92103                 Condominium                         817000              20060801
1150          92833                 Single Family                       483920              20060801
1151          8857                  PUD                                 540000              20060801
1152          93033                 Single Family                       464000              20060801
1153          90069                 Condominium                         440000              20060801
1154          60175                 Single Family                       888000              20060801
1155          11217                 Condominium                         496000              20060801
1156          32541                 Single Family                      2733500              20060801
1157          90501                 Condominium                         539900              20060801
1158          92407                 Single Family                       481154              20060701
1159          95648                 PUD                                 798746              20060701
1160          92057                 PUD                                 450000              20060601
1161          93036                 Single Family                       520000              20060801
1162          91791                 Single Family                       520000              20060801
1163          90502                 Single Family                       476250              20060701
1164          80304                 Single Family                       440000              20060701
1165          8226                  Condominium                         620000              20060801
1166          95624                 Single Family                       548000              20060801
1167          4092                  2-4 Family                          176800              20060701
1168          27614                 Condominium                          91550              20060701
1169          29205                 Single Family                        75600              20060601
1170          94513                 Single Family                       639200              20060701
1171          97071                 Single Family                       204000              20060701
1172          77706                 Single Family                        96800              20060701
1173          95138                 Single Family                      1103250              20060801
1174          34120                 Single Family                       255200              20060701
1175          85305                 Single Family                       200204              20060701
1176          75234                 Single Family                       104000              20060601
1177          76028                 Single Family                        95250              20060701
1178          34288                 Single Family                       192800              20060601
1179          34114                 PUD                                 417000              20060701
1180          80110                 Single Family                       162000              20060701
1181          89131                 PUD                                 599108              20060601
1182          85353                 PUD                                 214459              20060701
1183          30058                 Condominium                         118800              20060601
1184          30363                 Condominium                         225000              20060701
1185          89015                 Single Family                       204000              20060701
1186          11572                 Single Family                       288400              20060601
1187          95404                 Single Family                       380000              20060701
1188          40222                 Single Family                       417200              20060801
1189          28445                 Single Family                       112500              20060601
1190          89178                 PUD                                 190360              20060601
1191          85353                 PUD                                 169112              20060801
1192          85310                 PUD                                 515440              20060701
1193          93454                 PUD                                 304800              20060601
1194          46239                 PUD                                  80626              20060601
1195          46217                 PUD                                  68984              20060601
1196          23233                 Single Family                       180000              20060701
1197          46239                 Single Family                        76674              20060601
1198          46123                 Single Family                        77699              20060601
1199          92223                 PUD                                 359786              20060601
1200          29334                 Single Family                        89600              20060701
1201          85653                 PUD                                 230500              20060701
1202          30310                 Single Family                       225000              20060601
1203          21212                 Single Family                        40000              20060701
1204          30055                 Single Family                       305000              20060701
1205          78259                 PUD                                 151145              20060701
1206          20016                 Single Family                      1119300              20060601
1207          92223                 Single Family                       341705              20060601
1208          46123                 Single Family                        70874              20060601
1209          92223                 Single Family                       315450              20060601
1210          92223                 PUD                                 343700              20060601
1211          93551                 PUD                                 293550              20060601
1212          85242                 PUD                                 241780              20060701
1213          20176                 Townhouse                           608000              20060701
1214          27927                 Single Family                      1744500              20060701
1215          78221                 2-4 Family                          164000              20060601
1216          37075                 PUD                                 664000              20060601
1217          92223                 Single Family                       347260              20060601
1218          32254                 Single Family                        69200              20060701
1219          75230                 Single Family                      1960000              20060601
1220          89148                 PUD                                 293936              20060701
1221          93618                 Single Family                       128000              20060701
1222          33166                 Condominium                         135120              20060401
1223          85042                 Single Family                       138460              20060701
1224          72956                 Single Family                        50800              20060701
1225          34472                 Single Family                       118450              20060801
1226          21218                 Single Family                        68400              20060601
1227          8043                  Single Family                       283920              20060701
1228          33305                 Single Family                       191750              20020401
1229          84770                 PUD                                 107600              20060601
1230          29928                 PUD                                 832000              20060601
1231          22405                 PUD                                 464000              20060601
1232          8863                  Single Family                       325440              20060701
1233          21207                 Single Family                       109600              20060601
1234          34952                 Single Family                       225000              20060701
1235          96732                 PUD                                 520000              20060501
1236          6443                  Single Family                      1121200              20060701
1237          85042                 Single Family                       160000              20060601
1238          30011                 PUD                                 163112              20060601
1239          19055                 Single Family                       136000              20060601
1240          85086                 PUD                                 498177              20060701
1241          94571                 PUD                                 185409              20060701
1242          12307                 2-4 Family                           52500              20060701
1243          12303                 2-4 Family                           52500              20060701
1244          97470                 Single Family                       240000              20060701
1245          85706                 PUD                                 156000              20060601
1246          30310                 2-4 Family                          212000              20060701
1247          89103                 Condominium                         254800              20060701
1248          61008                 Single Family                       133520              20060501
1249          22192                 Condominium                         268000              20060701
1250          28804                 Single Family                        66850              20060601
1251          60619                 Single Family                        88000              20060701
1252          17070                 2-4 Family                          119000              20060501
1253          85201                 Condominium                          89992              20060701
1254          92223                 Single Family                       324215              20060601
1255          92223                 Single Family                       405550              20060601
1256          89129                 Condominium                         157200              20060701
1257          2122                  2-4 Family                          416000              20060701
1258          84015                 Single Family                        93450              20060701
1259          46229                 Single Family                        90000              20060601
1260          32819                 PUD                                 229124              20060701
1261          92571                 Single Family                       363450              20060601
1262          34637                 PUD                                 507500              20060701
1263          22192                 PUD                                 481600              20060501
1264          95687                 Single Family                       453600              20060801
1265          49453                 Single Family                       203000              20060601
1266          83709                 Single Family                       107000              20060601
1267          95355                 Single Family                       256000              20060701
1268          8701                  Condominium                          85100              20060601
1269          70726                 Condominium                          73430              20060701
1270          21084                 Single Family                       370400              20060701
1271          3087                  Single Family                       599900              20060701
1272          89178                 PUD                                 280850              20060601
1273          35810                 Single Family                       118400              20060601
1274          75181                 PUD                                  99400              20060501
1275          33010                 Single Family                       217500              20060501
1276          48066                 Single Family                        63000              20060701
1277          34604                 Single Family                       153146              20060701
1278          98033                 Single Family                       520000              20060501
1279          33905                 Single Family                       156000              20060401
1280          92804                 Single Family                       487900              20060501
1281          90305                 Single Family                       364000              20060401
1282          89123                 Single Family                       453000              20060401
1283          10980                 Single Family                       700000              20060601
1284          90402                 Single Family                      1870000              20060601
1285          90242                 Single Family                       452000              20060601
1286          90034                 Single Family                       750000              20060601
1287          92656                 Condominium                         490000              20060601
1288          90241                 Single Family                       424000              20060601
1289          7063                  Single Family                       439000              20060601
1290          91977                 Single Family                       480000              20060601
1291          60043                 Single Family                      2200000              20060601
1292          33015                 Single Family                       460000              20060601
1293          93110                 2-4 Family                          715000              20060601
1294          90810                 Single Family                       480000              20060601
1295          92780                 Single Family                       532000              20060601
1296          94010                 Single Family                      1175000              20060601
1297          94404                 Single Family                       642800              20060501
1298          92008                 PUD                                 440000              20060501
1299          90033                 2-4 Family                          350000              20060501
1300          92883                 Single Family                       755455              20060501
1301          92129                 Condominium                         244800              20060401
1302          92591                 Single Family                       420000              20060501
1303          95125                 Single Family                       620000              20060501
1304          91504                 Single Family                       760000              20060601
1305          93033                 Single Family                       464000              20060501
1306          20777                 Single Family                       562500              20060501
1307          93463                 Single Family                       712000              20060601
1308          91311                 Single Family                      1000000              20060601
1309          92808                 Condominium                         424000              20060501
1310          32814                 PUD                                 444000              20060601
1311          92808                 Condominium                         450000              20060601
1312          34219                 PUD                                 476250              20060501
1313          92009                 PUD                                1193248              20060501
1314          33033                 PUD                                 191900              20060701
1315          93033                 Single Family                       467999              20060501
1316          91204                 Single Family                       480000              20060601
1317          97701                 Single Family                       548000              20060601
1318          93117                 Single Family                       765000              20060501
1319          91755                 Single Family                       464000              20060501
1320          85377                 Single Family                      1379645              20060601
1321          90660                 Single Family                       444000              20060601
1322          22314                 Condominium                         635360              20060501
1323          98005                 Single Family                       545600              20060501
1324          92880                 Single Family                       650000              20060601
1325          91342                 Condominium                         429600              20060601
1326          96756                 Condominium                         798000              20060501
1327          95148                 Single Family                       527000              20060501
1328          7726                  Single Family                       569600              20060601
1329          93033                 Single Family                       461000              20060601
1330          93030                 Single Family                       559200              20060601
1331          92253                 PUD                                 591081              20060501
1332          33009                 Condominium                         280500              20060401
1333          92780                 Single Family                       478000              20060501
1334          90277                 Condominium                         540000              20060501
1335          20009                 Condominium                         380000              20060501
1336          20105                 PUD                                 550000              20060501
1337          92024                 PUD                                1500000              20060501
1338          93033                 Single Family                       448000              20060501
1339          92675                 PUD                                 444000              20060401
1340          92782                 Condominium                         485410              20060501
1341          94061                 Single Family                       608000              20060601
1342          11793                 Single Family                       453000              20060501
1343          92782                 Condominium                         499910              20060501
1344          92626                 Single Family                       528000              20060601
1345          33914                 Single Family                       527920              20060601
1346          92583                 Single Family                       257000              20060401
1347          94531                 Single Family                       480000              20060601
1348          11706                 Single Family                       428000              20060601
1349          78641                 PUD                                 140000              20060501
1350          90405                 Single Family                      1000000              20060501
1351          32456                 PUD                                 464000              20060601
1352          93109                 Single Family                      1800000              20060601
1353          20877                 Single Family                       519956              20060601
1354          92883                 PUD                                 603155              20060601
1355          95321                 Single Family                       468000              20060501
1356          94122                 Single Family                       738750              20060501
1357          91306                 Single Family                       448000              20060601
1358          91324                 Single Family                       585000              20060601
1359          92887                 Single Family                      1190000              20060601
1360          93030                 Single Family                       568000              20060601
1361          92882                 Single Family                       650000              20060501
1362          92009                 Condominium                         423000              20060601
1363          92807                 PUD                                 502500              20060601
1364          93927                 Single Family                       441600              20060501
1365          1923                  Single Family                       480000              20060601
1366          92618                 PUD                                 446000              20060601
1367          94062                 Single Family                       450000              20060501
1368          92805                 Single Family                       445000              20060601
1369          91340                 Single Family                       448000              20060601
1370          30315                 Single Family                        98000              20060701
1371          80232                 Single Family                       128100              20060701
1372          20011                 Single Family                       472500              20060701
1373          20011                 Single Family                       443250              20060701
1374          34135                 Single Family                       514480              20060701
1375          92648                 2-4 Family                         1000000              20060701
1376          18812                 Single Family                        25200              20060501
1377          32258                 Single Family                       183200              20060701
1378          91356                 Single Family                       486000              20060701
1379          97206                 Single Family                       163200              20060301
1380          91913                 PUD                                 500000              20060601
1381          33401                 Condominium                         600000              20060601
1382          91403                 Single Family                       720000              20060501
1383          92706                 Single Family                       492000              20060601
1384          90291                 Single Family                       732000              20060601
1385          92705                 Single Family                       556000              20060601
1386          11797                 Single Family                      1350000              20060501
1387          89138                 PUD                                 632000              20060501
1388          94582                 PUD                                 880000              20060601
1389          34747                 PUD                                1500000              20060601
1390          90501                 Single Family                       530250              20060501
1391          89044                 PUD                                 531300              20060501
1392          93010                 Single Family                       444000              20060701
1393          94560                 Single Family                       676600              20060601
1394          90755                 Condominium                         491920              20060501
1395          95762                 Single Family                       496000              20060601
1396          32080                 Single Family                       780000              20060601
1397          92692                 PUD                                 650000              20060501
1398          91901                 Single Family                       635000              20060601
1399          92706                 Single Family                       680000              20060601
1400          92629                 Condominium                         487500              20060601
1401          43017                 Single Family                       812000              20060601
1402          93004                 Single Family                       523200              20060601
1403          11967                 Single Family                       228000              20060801
1404          33027                 Condominium                          99750              20060601
1405          95691                 Single Family                       356000              20060601
1406          77064                 PUD                                 124000              20060601
1407          92344                 Single Family                       292000              20060501
1408          95488                 Single Family                      1192500              20060701
1409          48168                 Single Family                       310000              20060701
1410          46259                 PUD                                 244873              20060801
1411          33186                 Condominium                         132800              20041101
1412          91776                 Single Family                       297600              20060701
1413          60137                 Single Family                       460000              20060701
1414          91042                 Single Family                       500000              20060601
1415          94539                 Single Family                       920000              20060501
1416          90623                 Single Family                       636000              20060601
1417          92602                 Condominium                         484000              20060601
1418          3862                  Single Family                       514500              20060601
1419          94513                 PUD                                 519210              20060601
1420          92026                 Single Family                       675000              20060501
1421          34746                 Condominium                         145600              20060201
1422          85234                 Single Family                       500000              20060601
1423          95687                 Single Family                       650250              20060601
1424          92130                 PUD                                 960000              20060601
1425          92114                 Single Family                       368000              20060201
1426          89129                 PUD                                 276000              20060201
1427          7823                  Single Family                       180000              20060301
1428          7760                  Condominium                         625600              20060201
1429          16101                 Single Family                       440000              20060501
1430          98374                 PUD                                 268000              20060501
1431          90731                 Single Family                       472500              20060501
1432          92008                 PUD                                 438750              20060501
1433          92648                 2-4 Family                          870000              20060401
1434          10583                 Single Family                       534000              20060501
1435          95337                 Single Family                       470532              20060501
1436          92082                 Single Family                       444000              20060601
1437          80107                 Single Family                       316400              20060501
1438          60148                 Single Family                       628600              20060601
1439          89012                 PUD                                1500000              20060501
1440          6830                  Condominium                         608000              20060501
1441          1949                  Single Family                      1000000              20060601
1442          92508                 PUD                                 588000              20060601
1443          90710                 Single Family                       520000              20060401
1444          92081                 PUD                                 163000              20060701
1445          80922                 Single Family                       159032              20060701
1446          30253                 Single Family                       135600              20060601
1447          32835                 Condominium                         213650              20060701
1448          21128                 Condominium                         319100              20060701
1449          31501                 Single Family                        40000              20060701
1450          77064                 PUD                                 105600              20060701
1451          95833                 PUD                                 272585              20060701
1452          60438                 Single Family                        87500              20060701
1453          85253                 Single Family                      1462500              20060701
1454          77081                 PUD                                 326400              20060701
1455          81120                 Single Family                        40000              20060701
1456          21224                 Single Family                       140000              20060701
1457          95135                 Single Family                      1200000              20060701
1458          85239                 PUD                                 272250              20060701
1459          85301                 2-4 Family                          280000              20060701
1460          55420                 Single Family                       147200              20060701
1461          33711                 Single Family                        66000              20060701
1462          91367                 Single Family                      1312500              20060701
1463          22306                 Condominium                         292900              20060701
1464          33018                 Single Family                       448000              20060401
1465          34695                 Single Family                       178500              20060701
1466          80219                 Townhouse                           115500              20060701
1467          7104                  2-4 Family                          275400              20060701
1468          29492                 PUD                                 106052              20060701
1469          33971                 Single Family                       226400              20060701
1470          34473                 Single Family                       115000              20060701
1471          43201                 2-4 Family                          104000              20060701
1472          30127                 PUD                                 209859              20060601
1473          87124                 Single Family                       204264              20060701
1474          92114                 2-4 Family                          396000              20060701
1475          55105                 Single Family                       150560              20060601
1476          93311                 Single Family                       380000              20060701
1477          95212                 Single Family                       482100              20060701
1478          30047                 Single Family                        78600              20060701
1479          30331                 PUD                                 178128              20060701
1480          22306                 Condominium                         278100              20060701
1481          30621                 PUD                                 666400              20060501
1482          78210                 Single Family                       611250              20060701
1483          80015                 PUD                                 175000              20060701
1484          48383                 Single Family                       405000              20060701
1485          33417                 Single Family                       180000              20060701
1486          28215                 Single Family                       131920              20060701
1487          86401                 Single Family                       112500              20060701
1488          80906                 Single Family                        82500              20060701
1489          33972                 Single Family                       260000              20060701
1490          33019                 Condominium                         281600              20060701
1491          48323                 Single Family                       197600              20060701
1492          34608                 Single Family                       144347              20060701
1493          85251                 Condominium                         112350              20060701
1494          77386                 PUD                                 111488              20060501
1495          22554                 PUD                                 320000              20060501
1496          32962                 Single Family                       146160              20060701
1497          35211                 Single Family                        40000              20060801
1498          33428                 PUD                                 351900              20060701
1499          85085                 PUD                                 326981              20060701
1500          38127                 Single Family                        49500              20060701
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1502          85326                 PUD                                 223992              20060701
1503          92647                 Single Family                       536000              20060701
1504          93312                 Single Family                       236800              20060701
1505          92394                 Single Family                       239200              20060701
1506          80513                 Single Family                       340000              20060501
1507          85029                 Single Family                       199500              20060701
1508          94531                 PUD                                 489200              20060701
1509          21244                 Single Family                       251300              20060701
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1511          30253                 PUD                                 104000              20060701
1512          85033                 Single Family                       148000              20060701
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1514          27803                 Single Family                        92320              20060601
1515          33647                 Single Family                       292119              20060701
1516          30294                 PUD                                 146024              20060701
1517          23666                 Single Family                        79200              20060701
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1519          98026                 Single Family                       245000              20060601
1520          86314                 PUD                                 162820              20060701
1521          91321                 2-4 Family                          175000              20060601
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1524          77009                 Single Family                       293600              20060701
1525          30087                 PUD                                 148309              20060601
1526          75052                 PUD                                  97492              20060601
1527          23901                 Single Family                        74750              20060701
1528          32221                 PUD                                 150160              20060601
1529          75032                 PUD                                 100594              20060701
1530          2128                  Condominium                         395500              20060701
1531          22901                 Condominium                         159850              20060701
1532          33432                 Condominium                         971000              20060701
1533          31401                 2-4 Family                          136500              20060701
1534          60603                 Condominium                         862500              20060701
1535          91351                 Condominium                         204000              20060701
1536          32210                 Single Family                       137600              20060701
1537          33414                 Townhouse                           223200              20060801
1538          21217                 2-4 Family                          155400              20060701
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1541          46201                 Single Family                        55500              20060301
1542          11003                 Single Family                       365500              20060201
1543          1832                  2-4 Family                          172900              20060301
1544          10901                 Single Family                       595000              20060301
1545          22193                 Single Family                       286000              20060201
1546          7110                  2-4 Family                          235000              20060301
1547          11428                 Single Family                       351000              20051001
1548          11364                 Single Family                       616000              20051001
1549          34758                 PUD                                 148000              20051001
1550          10024                 CO-OP                               520000              20051001
1551          33990                 Single Family                       163200              20051001
1552          33324                 Condominium                         192000              20051001
1553          33145                 Single Family                       312363              20051001
1554          22310                 Single Family                       334750              20051101
1555          33160                 Condominium                         466240              20051001
1556          92507                 Condominium                         239900              20051001
1557          33141                 Condominium                         168000              20051001
1558          33193                 PUD                                 220000              20051001
1559          33326                 PUD                                 324000              20051001
1560          21875                 2-4 Family                           88800              20051001
1561          36117                 Single Family                        77400              20051001
1562          28374                 Single Family                       232000              20051001
1563          33909                 Single Family                       164000              20051001
1564          33181                 Condominium                         168800              20051101
1565          33012                 Condominium                         113600              20051101
1566          33180                 Condominium                         267615              20051101
1567          32829                 PUD                                 208224              20051001
1568          89128                 PUD                                 464000              20051101
1569          33023                 Condominium                          88500              20051101
1570          90045                 Condominium                         185500              20051001
1571          90016                 2-4 Family                          440300              20051001
1572          32818                 PUD                                 152000              20051101
1573          33126                 Condominium                         128400              20051101
1574          33160                 Condominium                         321100              20051101
1575          33919                 Single Family                       157000              20051101
1576          20152                 PUD                                 575900              20051001
1577          33160                 Condominium                         376500              20051101
1578          84121                 Single Family                      1365000              20051101
1579          85383                 PUD                                 205419              20051101
1580          89149                 Single Family                       250400              20051001
1581          33160                 Condominium                         306600              20051101
1582          33175                 PUD                                 126000              20051001
1583          22203                 Single Family                       428000              20051101
1584          33015                 Condominium                         107175              20060101
1585          2138                  2-4 Family                          660000              20060601
1586          94539                 Single Family                       504000              20060501
1587          21146                 Single Family                       610000              20060601
1588          7450                  Single Family                       544000              20060601
1589          30033                 Single Family                      1261000              20060101
1590          75034                 Single Family                       492061              20031101
1591          93551                 Single Family                       650000              20060701
1592          98405                 Single Family                       124740              20060601
1593          21710                 PUD                                 528960              20060701
1594          93277                 Single Family                       264000              20060701
1595          28227                 PUD                                 280000              20060701
1596          27253                 Single Family                        96000              20060601
1597          80919                 PUD                                 135100              20060701
1598          20706                 Single Family                       344000              20060701
1599          80208                 Single Family                       417000              20060601
1600          89141                 PUD                                 303872              20060701
1601          22901                 Single Family                       134200              20060601
1602          32137                 Single Family                       167900              20060701
1603          23456                 PUD                                 417000              20060701
1604          30115                 Single Family                       261960              20060701
1605          80013                 PUD                                 176836              20060701
1606          91303                 Single Family                       417000              20060601
1607          11964                 Single Family                       745000              20060701
1608          29715                 Single Family                        84800              20060601
1609          20740                 Single Family                       460000              20060601
1610          46235                 Single Family                        77600              20060701
1611          48180                 Single Family                        52000              20060701
1612          81504                 2-4 Family                          180400              20060701
1613          34473                 Single Family                       110200              20060701
1614          1834                  Single Family                       449400              20060601
1615          78745                 Single Family                        82400              20060601
1616          20110                 PUD                                 224000              20060701
1617          89074                 PUD                                 301087              20060701
1618          20876                 Townhouse                           252250              20060601
1619          34741                 PUD                                 150720              20060701
1620          93436                 2-4 Family                          341500              20060601
1621          34655                 PUD                                 306809              20060601
1622          75070                 PUD                                 278000              20060701
1623          75089                 Single Family                        59600              20060601
1624          27587                 Single Family                       176250              20060701
1625          20906                 Single Family                       295200              20060601
1626          92270                 PUD                                 443800              20060601
1627          93637                 Single Family                       300336              20060701
1628          2360                  Single Family                       225000              20051001
1629          92078                 PUD                                 738400              20060701
1630          78212                 2-4 Family                           93600              20060601
1631          78744                 2-4 Family                          104250              20060701
1632          48105                 PUD                                 392000              20060701
1633          37363                 Single Family                        99920              20060801
1634          33510                 Single Family                       168000              20060801
1635          93901                 Single Family                       820000              20060701
1636          85653                 PUD                                 234375              20060701
1637          30314                 Single Family                       148000              20060801
1638          19962                 PUD                                 242000              20060301
1639          60411                 2-4 Family                          178750              20060401
1640          95603                 PUD                                 400000              20060401
1641          85382                 PUD                                 239600              20060401
1642          21742                 Single Family                       250900              20060401
1643          11561                 Single Family                       284000              20060401
1644          7047                  2-4 Family                          356250              20060401
1645          27370                 Single Family                        99999              20060401
1646          94601                 Single Family                       469000              20060301
1647          33437                 PUD                                 232000              20060301
1648          48009                 Condominium                         172935              20060401
1649          34778                 Condominium                         177793              20060401
1650          95206                 Single Family                       396000              20060401
1651          33012                 Condominium                         167450              20060401
1652          85262                 Single Family                       880000              20060401
1653          94513                 Single Family                       528969              20060401
1654          78023                 Single Family                       230244              20060301
1655          94015                 Single Family                       525000              20060401
1656          94587                 Single Family                       544000              20060401
1657          29414                 Single Family                       336000              20060401
1658          11561                 Single Family                       170000              20060401
1659          47904                 Single Family                       186400              20060401
1660          30107                 Single Family                       157150              20060301
1661          95355                 Single Family                       288000              20060201
1662          85251                 PUD                                 325900              20021001
1663          96797                 Condominium                         320000              20050701
1664          7047                  2-4 Family                          361600              20060501
1665          7011                  2-4 Family                          420000              20060501
1666          22204                 Single Family                       316000              20060501
1667          22191                 PUD                                 264000              20060501
1668          7501                  Condominium                          70000              20060501
1669          8046                  Single Family                       143600              20060501
1670          22044                 Single Family                       400000              20060501
1671          7034                  Single Family                       320000              20060501
1672          18301                 PUD                                 140075              20060601
1673          40014                 Single Family                       286000              20060501
1674          90068                 Single Family                       960872              20060501
1675          94513                 PUD                                 650000              20060501
1676          89084                 PUD                                 531900              20060501
1677          95837                 Single Family                       800000              20060401
1678          94601                 2-4 Family                          580000              20060401
1679          92394                 Single Family                       340000              20060701
1680          91748                 Single Family                       322500              20060501
1681          11701                 Single Family                      1200000              20060701
1682          8322                  Single Family                       152000              20060301
1683          11362                 Single Family                       520000              20051001
1684          90037                 2-4 Family                          448000              20051001
1685          33021                 Condominium                         129600              20051101
1686          92694                 Single Family                       544000              20051001
1687          6606                  Single Family                       232000              20051101
1688          33129                 Condominium                         337600              20051101
1689          33570                 PUD                                 182400              20060601
1690          92532                 PUD                                 480864              20050201
1691          95828                 Single Family                       298350              20060301
1692          63366                 PUD                                 190400              20060701
1693          60459                 Single Family                       200000              20060601
1694          60629                 Single Family                       195200              20060701
1695          60527                 Single Family                       328000              20060601
1696          60090                 Condominium                         101120              20060601
1697          60090                 Condominium                          95160              20060601
1698          60605                 Condominium                         207200              20060701
1699          60185                 Single Family                       154400              20060601
1700          60615                 Condominium                         191200              20060701
1701          60629                 Single Family                       135200              20060601
1702          60656                 Single Family                       289600              20060701
1703          60527                 Single Family                       576000              20060701
1704          60707                 2-4 Family                          484000              20060701
1705          62040                 2-4 Family                           73335              20060701
1706          60445                 Single Family                       149600              20060701
1707          60016                 Condominium                         115200              20060701
1708          60638                 Single Family                       215920              20060701
1709          60131                 Condominium                         150800              20060701
1710          60139                 Condominium                        70399.2              20060701
1711          60634                 Condominium                         183920              20060801
1712          60455                 Single Family                       256000              20060701
1713          60804                 Single Family                       156000              20060801
1714          60645                 Single Family                       639920              20060701
1715          60453                 Condominium                         110000              20060601
1716          53024                 Single Family                       474320              20060701
1717          60532                 Single Family                       336000              20060701
1718          54494                 Single Family                     83886.19              20000601
1719          53934                 Single Family                        47500              20020301
1720          1106                  Single Family                       151000              20021101
1721          40729                 Single Family                        55200              19920301
1722          55442                 Single Family                       325000              20020401
1723          1760                  Single Family                       275000              20020701
1724          7047                  2-4 Family                          519200              20060501
1725          85323                 PUD                                 226656              20060801
1726          98405                 Single Family                       104000              20030401
1727          7077                  Single Family                       243700              20060801
1728          85716                 Single Family                       100800              20060601
1729          19465                 Single Family                       200550              20060801
1730          30223                 Single Family                        71400              20060701
1731          30058                 2-4 Family                          131650              20060701
1732          30058                 2-4 Family                          131650              20060701
1733          30179                 Single Family                        63675              20060701
1734          30179                 Single Family                        63675              20060701
1735          30310                 Single Family                       142500              20060701
1736          85711                 Condominium                         167250              20060701
1737          85251                 Condominium                         112350              20060701
1738          85251                 Condominium                         112350              20060701
1739          85251                 Condominium                         112350              20060701
1740          85251                 Condominium                         112350              20060701
1741          85251                 Condominium                         112350              20060701
1742          90810                 Single Family                       327900              20060701
1743          85041                 PUD                                 165600              20060701
1744          30331                 Single Family                       188480              20060701
1745          30038                 Townhouse                           114392              20060701
1746          34609                 PUD                                 203136              20060701
1747          30311                 PUD                                 125600              20060701
1748          30064                 PUD                                 307596              20060701
1749          47201                 PUD                                  80369              20060801
1750          86409                 Single Family                       110600              20060801
1751          7305                  2-4 Family                          316000              20060701
1752          21714                 Single Family                       487400              20060701
1753          22151                 Single Family                       404000              20060701
1754          89101                 Single Family                       180800              20060801
1755          83687                 Single Family                        94500              20060701
1756          53209                 Single Family                        76000              20060701
1757          33015                 Condominium                         174400              20060701
1758          56537                 2-4 Family                           58125              20060701
1759          30120                 PUD                                 270000              20060701
1760          83713                 PUD                                 156700              20060701
1761          20906                 Condominium                         186000              20060701
1762          22407                 Single Family                       312000              20060701
1763          33064                 Single Family                       971250              20060701
1764          55415                 Single Family                       133104              20060701
1765          85339                 PUD                                 226960              20060501
1766          32118                 Condominium                         551250              20060801
1767          21117                 Condominium                         306700              20060701
1768          89129                 PUD                                 150000              20060801
1769          89129                 PUD                                 135000              20060701
1770          33971                 Single Family                       213000              20060801
1771          30281                 PUD                                 143200              20060601
1772          32735                 PUD                                 139900              20060601
1773          30044                 Single Family                        75600              20060601
1774          20191                 Townhouse                           313600              20060701
1775          80204                 Single Family                       132000              20060701
1776          32835                 Condominium                         256700              20060701
1777          20603                 PUD                                 461152              20060701
1778          32118                 Condominium                         560000              20060701
1779          45013                 2-4 Family                           68400              20060701
1780          7513                  2-4 Family                          368000              20060701
1781          28078                 Single Family                       244000              20060701
1782          33406                 2-4 Family                          436000              20060501
1783          46123                 PUD                                 115984              20060701
1784          21811                 Condominium                         703000              20060701
1785          85222                 2-4 Family                          188000              20060701
1786          85222                 2-4 Family                          188000              20060701
1787          85222                 2-4 Family                          127200              20060701
1788          33325                 Condominium                         203925              20060701
1789          20744                 Single Family                       252800              20060701
1790          30214                 PUD                                 202500              20060701
1791          95386                 2-4 Family                          360000              20060701
1792          85379                 Single Family                       190300              20060701
1793          80907                 2-4 Family                          260000              20060701
1794          45005                 Single Family                       157850              20060701
1795          19320                 Condominium                         191000              20060701
1796          55330                 Single Family                       310000              20011101
1797          29461                 Single Family                       116450              20060701
1798          22191                 PUD                                 495200              20060701
1799          84790                 Townhouse                           122150              20060701
1800          7514                  2-4 Family                          349600              20060701
1801          90016                 Single Family                       600000              20060701
1802          7206                  2-4 Family                          372000              20060701
1803          76002                 PUD                                 132000              20060701
1804          92405                 Condominium                         165600              20060701
1805          33169                 Condominium                         233600              20060701
1806          80210                 2-4 Family                          284000              20060701
1807          33319                 PUD                                 195992              20060701
1808          81501                 Single Family                       140800              20060701
1809          85024                 PUD                                 379600              20060701
1810          21128                 PUD                                 479900              20060701
1811          91786                 2-4 Family                          400000              20060701
1812          21704                 Single Family                       528950              20060801
1813          99206                 2-4 Family                          365750              20060701
1814          21061                 Single Family                       272000              20060701
1815          20019                 2-4 Family                          255000              20060701
1816          20901                 Single Family                       416000              20060701
1817          21228                 Condominium                         236700              20060701
1818          33896                 Condominium                         154492              20051101
1819          30019                 PUD                                 237536              20060701
1820          75115                 PUD                                 228000              20060701
1821          34221                 PUD                                 258400              20060801
1822          60639                 2-4 Family                          289800              20060701
1823          32177                 Single Family                       117600              20060701
1824          27801                 Single Family                        84000              20060701
1825          1845                  Condominium                         160800              20060701
1826          20769                 Single Family                       592672              20060701
1827          85239                 PUD                                 220788              20060701
1828          7631                  Townhouse                           252000              20060701
1829          20746                 PUD                                 273650              20060701
1830          20743                 Single Family                       176000              20060701
1831          77073                 PUD                                  90742              20060701
1832          18951                 Single Family                       591800              20060701
1833          28277                 Townhouse                           120800              20060701
1834          80134                 PUD                                 723810              20060701
1835          21237                 PUD                                 448000              20060701
1836          20783                 Condominium                         161600              20060701
1837          22556                 Single Family                       290400              20060701
1838          32117                 2-4 Family                          307500              20060701
1839          33126                 Condominium                         273000              20060701
1840          78064                 2-4 Family                           55600              20060701
1841          33325                 Condominium                         213520              20060701
1842          97035                 Single Family                      1050000              20060701
1843          21128                 Single Family                       691050              20060701
1844          32303                 PUD                                 129440              20060701
1845          95070                 Single Family                       680000              20060601
1846          48173                 Single Family                       262500              20060701
1847          2740                  2-4 Family                          240000              20060701
1848          85374                 PUD                                 180000              20060701
1849          10598                 Single Family                       700000              20060701
1850          20136                 Single Family                       471950              20060701
1851          33619                 Single Family                       113600              20060701
1852          20747                 Townhouse                           217600              20060701
1853          23832                 PUD                                 353550              20060701
1854          85232                 Single Family                       140849              20060701
1855          55369                 Single Family                       206000              20060701
1856          23504                 Single Family                        64000              20060601
1857          34119                 Single Family                       429171              20060601
1858          55901                 Single Family                       174000              20060701
1859          55117                 Single Family                       183525              20060701
1860          77034                 PUD                                  71680              20060701
1861          21701                 Condominium                         340000              20060701
1862          80223                 Single Family                       127500              20060701
1863          22191                 Single Family                       304000              20060701
1864          28269                 PUD                                 182750              20060701
1865          48126                 2-4 Family                           40000              20060501
1866          55371                 Single Family                       228000              20060701
1867          85018                 Single Family                       487500              20060701
1868          95123                 Condominium                         308000              20060701
1869          23060                 PUD                                 207200              20060701
1870          33619                 Single Family                        92000              20060701
1871          83854                 Single Family                       127500              20060701
1872          80229                 Single Family                       127500              20060701
1873          48421                 Single Family                       224000              20060701
1874          20906                 Condominium                         204000              20060701
1875          85087                 PUD                                 395504              20060701
1876          43068                 Single Family                        86000              20060701
1877          85239                 PUD                                 170720              20060701
1878          34787                 Single Family                       260100              20060601
1879          20744                 PUD                                 386000              20060701
1880          91977                 PUD                                 635000              20060601
1881          20155                 PUD                                 562400              20060701
1882          30517                 Single Family                       135000              20060701
1883          99212                 Single Family                        43760              20060701
1884          85296                 PUD                                 218122              20060701
1885          84128                 Single Family                       138000              20060701
1886          33325                 Condominium                         168320              20060701
1887          30043                 Condominium                         214800              20060701
1888          53223                 Single Family                       103500              20060701
1889          23234                 Single Family                       122400              20060601
1890          92583                 Single Family                       280000              20060701
1891          22732                 Single Family                       149600              20060601
1892          20109                 Single Family                       215200              20060601
1893          37042                 Single Family                        64800              20060801
1894          37042                 Single Family                        70400              20060801
1895          85326                 Single Family                       198674              20060701
1896          90240                 Single Family                       400000              20060701
1897          98012                 PUD                                 340588              20060801
1898          7054                  Single Family                       379600              20060701
1899          33556                 Single Family                      1000000              20060801
1900          60610                 Condominium                         412500              20060701
1901          19806                 2-4 Family                          161600              20060701
1902          80487                 Condominium                         143920              20060701
1903          80829                 2-4 Family                           92400              20060701
1904          80829                 2-4 Family                           92400              20060701
1905          80016                 PUD                                 668016              20060701
1906          94801                 2-4 Family                          576000              20060701
1907          32407                 PUD                                 159600              20060701
1908          32407                 Townhouse                           159600              20060701
1909          21144                 PUD                                 417000              20060701
1910          21225                 Townhouse                            52000              20060701
1911          34104                 Condominium                         277050              20060701
1912          33325                 Condominium                         164320              20060701
1913          33321                 Condominium                         138750              20060701
1914          21217                 2-4 Family                          189000              20060701
1915          95648                 PUD                                1000000              20060701
1916          80204                 Condominium                         133000              20060701
1917          80212                 Single Family                       134400              20060701
1918          85041                 PUD                                 179600              20060701
1919          89128                 PUD                                 225000              20060701
1920          53820                 Single Family                       144000              20060701
1921          85282                 Condominium                         139920              20060701
1922          84111                 Single Family                        99200              20060701
1923          27101                 Single Family                        93999              20060701
1924          89141                 PUD                                 825000              20060701
1925          80113                 Single Family                       120300              20060701
1926          85653                 Single Family                       180407              20060701
1927          80211                 Townhouse                           110250              20060701
1928          85345                 Single Family                       155750              20060701
1929          55444                 Single Family                       188800              20060701
1930          32833                 PUD                                 227500              20060701
1931          34287                 Single Family                       209600              20060701
1932          33770                 Single Family                       144000              20060701
1933          80922                 Single Family                       148000              20060701
1934          78577                 Single Family                        67425              20060801
1935          84065                 Condominium                         129270              20060601
1936          80817                 PUD                                 154750              20060701
1937          33971                 Single Family                       226400              20060701
1938          75089                 Single Family                        64050              20060701
1939          35756                 Single Family                       145600              20060701
1940          30117                 Single Family                        68000              20060701
1941          75126                 PUD                                 114552              20060701
1942          55444                 Single Family                       158000              20060701
1943          90069                 Condominium                         708000              20060601
1944          92808                 Single Family                       640000              20060701
1945          30815                 Single Family                       138320              20060601
1946          22554                 PUD                                 407600              20060701
1947          34711                 Single Family                       164000              20060701
1948          29461                 Single Family                        99050              20060701
1949          97739                 Single Family                       131760              20060701
1950          33510                 Townhouse                           144750              20060701
1951          30039                 PUD                                 135200              20060601
1952          30294                 PUD                                 212784              20060601
1953          30248                 PUD                                 156032              20060601
1954          30039                 Single Family                       225600              20060601
1955          30223                 Single Family                       127360              20060601
1956          89032                 PUD                                 222400              20060701
1957          32505                 Single Family                       135920              20060701
1958          40160                 Single Family                        74800              20060701
1959          34473                 Single Family                       164800              20060701
1960          84106                 2-4 Family                          306000              20060701
1961          85203                 Single Family                       210000              20060701
1962          78023                 PUD                                 206950              20060501
1963          92251                 Single Family                       292100              20060701
1964          85749                 Single Family                       400000              20060701
1965          85017                 PUD                                  63750              20060701
1966          85017                 PUD                                  63750              20060701
1967          95051                 PUD                                 456000              20060701
1968          60073                 Condominium                         198850              20060701
1969          93015                 Single Family                       150000              20060701
1970          34786                 Single Family                      1000000              20060301
1971          33428                 PUD                                4050000              20060601
1972          91343                 Condominium                         432000              20060601
1973          95020                 Single Family                       512000              20060601
1974          85242                 PUD                                 212560              20060601
1975          94513                 Single Family                       825000              20060601
1976          93722                 Single Family                       250033              20060601
1977          80018                 PUD                                 204304              20060601
1978          85353                 PUD                                 211200              20060601
1979          85242                 PUD                                 155990              20060601
1980          85242                 PUD                                 187964              20060601
1981          85242                 PUD                                 155490              20060601
1982          80018                 PUD                                 232000              20060601
1983          32080                 PUD                                 364640              20060601
1984          80013                 PUD                                 265600              20060601
1985          89115                 PUD                                 242986              20060601
1986          89149                 PUD                                 250128              20060601
1987          80922                 PUD                                 268554              20060601
1988          20175                 PUD                                 583179              20060601
1989          89123                 PUD                                 246392              20060601
1990          32218                 PUD                                 248000              20060601
1991          32073                 PUD                                 191608              20060601
1992          85339                 PUD                                 210308              20060601
1993          85379                 PUD                                 280015              20060601
1994          80018                 PUD                                 194000              20060601
1995          85242                 PUD                                 171478              20060601
1996          32092                 PUD                                  75000              20060601
1997          85242                 PUD                                 136927              20060201
1998          85338                 PUD                                 474764              20060601
1999          85379                 PUD                                 198000              20060601
2000          95757                 Single Family                       532088              20060601
2001          20175                 PUD                                 553472              20060601
2002          20152                 PUD                                 635000              20060601
2003          20136                 PUD                                 581436              20060601
2004          20136                 PUD                                 476619              20060601
2005          85338                 PUD                                 464532              20060601
2006          89149                 PUD                                 261470              20060601
2007          85379                 PUD                                 275100              20060601
2008          89123                 PUD                                 253600              20060601
2009          85379                 PUD                                 330309              20060601
2010          85297                 PUD                                 247741              20060601
2011          20175                 PUD                                 600309              20060601
2012          85706                 PUD                                 182090              20060501
2013          85706                 PUD                                 185380              20060601
2014          89166                 PUD                                 229723              20060601
2015          32073                 PUD                                 219726              20060601
2016          85243                 PUD                                 242900              20060601
2017          84088                 Single Family                       110000              20060601
2018          85757                 PUD                                 207327              20060601
2019          85746                 PUD                                 181222              20060401
2020          89139                 PUD                                 236871              20060601
2021          80104                 PUD                                 184592              20060601
2022          89139                 PUD                                 247448              20060601
2023          20136                 PUD                                 488370              20060601
2024          85379                 PUD                                 394250              20060601
2025          20136                 PUD                                 300000              20060601
2026          80134                 PUD                                 250512              20060601
2027          85339                 PUD                                 181100              20060601
2028          85041                 PUD                                 213150              20060601
2029          33157                 Single Family                       476000              20060501
2030          33016                 Condominium                         130000              20060501
2031          22079                 PUD                                 604000              20060501
2032          92223                 Single Family                       960000              20051201
2033          78541                 Single Family                        68000              20060201
2034          32351                 Single Family                        37500              20060201
2035          76107                 Single Family                       371250              20060201
2036          89141                 PUD                                 402500              20060201
2037          99147                 Condominium                         156150              20060501
2038          48051                 Condominium                         101976              20060501
2039          89109                 PUD                                1950000              20060501
2040          19962                 Single Family                       176000              20060201
2041          10462                 Single Family                       265728              20051201
2042          33407                 2-4 Family                          251100              20051101
2043          85249                 PUD                                 399950              20051101
2044          33909                 Single Family                       237500              20051001
2045          32922                 2-4 Family                          234000              20060201
2046          32219                 PUD                                 131215              20051101
2047          92563                 Single Family                       392400              20060801
2048          40223                 Single Family                       380000              20060801
2049          83687                 Single Family                       243200              20060801
2050          34609                 Single Family                       177600              20060801
2051          81004                 Single Family                        86000              20060801
2052          85242                 PUD                                 216000              20060801
2053          20878                 Condominium                         180000              20060801
2054          33016                 PUD                                 552500              20060801
2055          30814                 Single Family                        57600              20060801
2056          70118                 2-4 Family                          342000              20060801
2057          95621                 Single Family                       256000              20060801
2058          92592                 PUD                                 476250              20060801
2059          27587                 Single Family                       183000              20060801
2060          30318                 Single Family                       116000              20060801
2061          33325                 Condominium                         209642              20060801
2062          85222                 PUD                                 171500              20060801
2063          20879                 PUD                                 318400              20060801
2064          8817                  Single Family                       200000              20060801
2065          83651                 Single Family                        77000              20060801
2066          85339                 PUD                                 380800              20060801
2067          85242                 PUD                                 199048              20060801
2068          85326                 PUD                                 180727              20060801
2069          85051                 Single Family                       156800              20060801
2070          85085                 PUD                                 224182              20060801
2071          90504                 Single Family                       599200              20060801
2072          85901                 Single Family                       113600              20060801
2073          7631                  Single Family                       316000              20060801
2074          32725                 Single Family                       188000              20060801
2075          29582                 Condominium                         232496              20060801
2076          21230                 Single Family                        76000              20060801
2077          85042                 Condominium                          94800              20060801
2078          80922                 Single Family                       164000              20060801
2079          89149                 PUD                                 571192              20060801
2080          84095                 PUD                                 190197              20060701
2081          75209                 Single Family                       247500              20060801
2082          92571                 Single Family                       280000              20060801
2083          30655                 Single Family                       111920              20060801
2084          33325                 Condominium                         202928              20060801
2085          33068                 Single Family                       200000              20060801
2086          33325                 Condominium                         202482              20060801
2087          95648                 PUD                                 470508              20060801
2088          90250                 Single Family                       455200              20060801
2089          6710                  2-4 Family                          192000              20060801
2090          34953                 Single Family                       203920              20060801
2091          33325                 Condominium                         213920              20060801
2092          7882                  2-4 Family                          320800              20060801
2093          7060                  2-4 Family                          263200              20060801
2094          31310                 Single Family                       200000              20060801
2095          30260                 Single Family                        68000              20060801
2096          33319                 Condominium                         156800              20060801
2097          7093                  2-4 Family                          372000              20060801
2098          79930                 2-4 Family                           81600              20060801
2099          30179                 Single Family                        65925              20060801
2100          43207                 2-4 Family                          179250              20060801
2101          85201                 2-4 Family                          210400              20060801
2102          85233                 PUD                                 636000              20060801
2103          20191                 PUD                                 336000              20060701
2104          55119                 Single Family                       138675              20060801
2105          30326                 Condominium                         224700              20060701
2106          33068                 Townhouse                           178000              20060801
2107          49202                 Single Family                        34850              20060801
2108          85042                 Single Family                       122400              20060801
2109          29582                 Condominium                         143315              20060701
2110          89110                 Single Family                       164000              20060801
2111          33035                 PUD                                 148058              20060801
2112          20904                 PUD                                 440000              20060801
2113          30519                 Single Family                       123060              20060801
2114          33143                 Single Family                       540000              20060801
2115          55422                 Single Family                       116250              20060801
2116          33140                 Condominium                         221250              20060701
2117          83703                 Single Family                       130900              20060701
2118          43205                 Single Family                       136000              20060801
2119          83686                 PUD                                 113400              20060701
2120          30252                 PUD                                 162792              20060801
2121          30039                 PUD                                 166508              20060701
2122          30308                 Single Family                       295920              20060801
2123          7055                  Single Family                       212000              20060801
2124          85242                 PUD                                 185500              20060801
2125          89146                 Single Family                       337500              20060801
2126          78617                 Single Family                        78750              20060801
2127          89146                 Single Family                       337500              20060801
2128          89146                 Single Family                       337500              20060801
2129          89178                 PUD                                 213792              20060801
2130          30005                 Single Family                       235520              20060801
2131          85303                 Single Family                       136500              20060801
2132          70810                 Condominium                         119433              20060601
2133          22193                 Single Family                       300000              20060801
2134          89123                 PUD                                 307180              20060801
2135          80126                 PUD                                 196000              20060801
2136          30004                 PUD                                 118552              20060801
2137          32210                 Single Family                        84750              20060801
2138          98188                 Single Family                       182800              20060801
2139          20121                 PUD                                 308000              20060801
2140          92264                 Single Family                       816000              20060701
2141          7055                  2-4 Family                          308000              20060801
2142          84092                 PUD                                 520000              20060801
2143          85383                 Single Family                       648000              20060801
2144          85259                 Single Family                       334400              20060801
2145          32837                 PUD                                 192000              20060801
2146          89014                 PUD                                 213600              20060801
2147          34741                 Condominium                         164750              20060801
2148          34741                 Condominium                         192750              20060801
2149          33325                 Condominium                         219268              20060801
2150          85323                 PUD                                 194000              20060801
2151          92057                 PUD                                 448000              20060801
2152          30228                 PUD                                 119920              20060701
2153          30327                 Condominium                         124000              20060801
2154          30004                 Single Family                       566800              20060801
2155          30263                 Single Family                        98199              20060701
2156          76014                 Single Family                        84000              20060701
2157          30318                 2-4 Family                          241500              20060801
2158          98501                 Condominium                         123200              20060701
2159          23803                 Single Family                       101500              20060801
2160          35173                 PUD                                 247500              20060801
2161          80013                 Single Family                       135750              20060801
2162          95648                 PUD                                 356000              20060701
2163          83854                 Single Family                       146300              20060801
2164          30331                 PUD                                 219064              20060801
2165          80601                 Single Family                       300000              20060801
2166          80003                 Single Family                       169500              20060801
2167          32807                 PUD                                 121500              20060801
2168          32807                 PUD                                 121500              20060801
2169          30093                 Single Family                       116000              20060801
2170          92252                 Single Family                       229400              20060501
2171          80205                 Single Family                       123200              20060801
2172          77077                 PUD                                 616000              20060801
2173          21703                 PUD                                 230050              20060801
2174          84790                 PUD                                 920000              20060801
2175          33912                 Single Family                       496300              20060801
2176          30078                 2-4 Family                          231000              20060801
2177          30078                 2-4 Family                          224000              20060801
2178          85338                 PUD                                 352800              20060801
2179          22701                 PUD                                 307400              20060801
2180          22712                 Single Family                       364850              20060801
2181          85331                 PUD                                 468000              20060801
2182          43110                 PUD                                  99569              20060801
2183          85746                 PUD                                 129500              20060701
2184          85323                 PUD                                 189348              20060801
2185          90034                 Single Family                       620000              20060601
2186          19608                 Single Family                       381750              20060801
2187          85308                 PUD                                 232000              20060701
2188          98660                 Single Family                       225600              20060801
2189          85326                 PUD                                 138764              20060701
2190          97224                 Single Family                       284800              20060801
2191          85382                 PUD                                 272533              20060801
2192          85223                 Single Family                       140700              20060701
2193          85305                 PUD                                 282723              20060701
2194          85323                 PUD                                 259000              20060701
2195          34606                 Single Family                       177800              20060801
2196          30349                 PUD                                 168280              20060701
2197          63043                 Single Family                       132000              20060801
2198          31405                 Single Family                       189000              20060701
2199          60586                 PUD                                 179750              20060701
2200          34475                 Single Family                       141881              20060701
2201          30101                 PUD                                 124800              20060701
2202          33614                 Single Family                       140200              20060701
2203          85748                 Single Family                       496000              20060701
2204          84118                 Single Family                       136000              20060701
2205          85007                 Single Family                       187500              20060701
2206          85242                 PUD                                 192000              20060801
2207          85353                 PUD                                 186080              20060801
2208          85043                 Condominium                          85120              20060701
2209          7093                  2-4 Family                          420000              20060801
2210          85234                 2-4 Family                          253500              20060801
2211          7719                  Single Family                       280400              20060801
2212          22150                 PUD                                 335920              20060801
2213          85029                 Single Family                       208000              20060801
2214          32825                 PUD                                 143500              20060801
2215          85029                 Single Family                       190000              20060801
2216          85331                 PUD                                 468000              20060801
2217          91335                 Single Family                       484000              20060501
2218          85262                 PUD                                2000000              20060801
2219          85355                 PUD                                 212680              20060801
2220          34983                 Single Family                       171750              20060801
2221          85388                 PUD                                 354450              20060701
2222          85050                 Single Family                       280000              20060801
2223          33993                 Single Family                       231000              20060801
2224          97062                 Single Family                       168000              20060801
2225          30180                 PUD                                 125600              20060801
2226          20147                 PUD                                 295800              20060801
2227          38002                 Single Family                       135120              20060801
2228          30344                 Single Family                       128000              20060801
2229          30331                 Single Family                       106400              20060801
2230          30701                 Single Family                        80100              20060801
2231          30344                 PUD                                 113040              20060801
2232          30101                 Townhouse                           131992              20060801
2233          30032                 Condominium                         152480              20060801
2234          30034                 Single Family                        58800              20060801
2235          30274                 Single Family                        74200              20060801
2236          33971                 Single Family                       124000              20060701
2237          33572                 Condominium                         196000              20060801
2238          30102                 Single Family                       999000              20060801
2239          20904                 Single Family                       408000              20060801
2240          78539                 Single Family                       100000              20060701
2241          85711                 Single Family                       135200              20060701
2242          21207                 Single Family                        96250              20060801
2243          21403                 Single Family                       340800              20060801
2244          33844                 PUD                                 131920              20060701
2245          85323                 PUD                                 180000              20060801
2246          77009                 Single Family                       106400              20060801
2247          54313                 Townhouse                            71750              20060801
2248          80013                 PUD                                 300750              20060801
2249          80516                 PUD                                 341100              20060801
2250          89086                 PUD                                 427584              20060701
2251          34994                 Condominium                         177280              20060701
2252          55427                 Townhouse                           236640              20060801
2253          32822                 Single Family                       125250              20060801
2254          55427                 Townhouse                           236640              20060801
2255          91335                 Condominium                         269250              20060801
2256          7063                  Single Family                       210000              20060801
2257          34744                 PUD                                 172000              20060801
2258          89115                 PUD                                 105000              20060801
2259          33196                 PUD                                 206500              20060801
2260          7036                  Single Family                       252000              20060801
2261          7514                  Single Family                       218400              20060801
2262          75006                 Single Family                       124800              20060801
2263          63072                 Single Family                        88000              20060701
2264          30228                 Single Family                       116000              20060701
2265          30045                 Single Family                       140000              20060701
2266          43213                 Single Family                        70400              20060901
2267          33414                 Condominium                         223200              20060701
2268          22727                 Single Family                       226400              20060701
2269          92315                 Single Family                       380000              20060701
2270          30016                 PUD                                 120720              20060701
2271          85051                 Single Family                       178400              20060801
2272          11598                 Single Family                       840000              20060801
2273          30518                 PUD                                 140000              20060801
2274          30179                 Single Family                        63675              20060701
2275          30179                 Single Family                        63675              20060701
2276          76273                 Single Family                        44000              20060801
2277          30213                 Single Family                       126400              20060701
2278          30236                 Single Family                       197600              20060701
2279          30297                 Single Family                        73500              20060701
2280          30087                 Single Family                       152000              20060701
2281          30296                 PUD                                  96200              20060801
2282          30296                 PUD                                  93000              20060801
2283          60123                 Single Family                       182000              20060801
2284          30274                 Single Family                       102400              20060801
2285          33971                 Single Family                       187920              20060801
2286          30311                 Single Family                       208000              20060801
2287          30344                 Townhouse                           112177              20060801
2288          30043                 Single Family                       134000              20060801
2289          30157                 Single Family                        88000              20060801
2290          30310                 Single Family                       193600              20060801
2291          30318                 Single Family                        64000              20060801
2292          80221                 Single Family                       129600              20060801
2293          55987                 Single Family                        79900              20060801
2294          7206                  2-4 Family                          424360              20060801
2295          92648                 Condominium                         404000              20060801
2296          34787                 PUD                                 176000              20060801
2297          33993                 Single Family                       239200              20060801
2298          80222                 Single Family                       273750              20060801
2299          33907                 Condominium                         141500              20060801
2300          30519                 PUD                                 280000              20060701
2301          29575                 Townhouse                            90350              20060701
2302          92253                 Single Family                       519200              20060801
2303          29577                 PUD                                 121500              20060701
2304          75069                 Single Family                       404000              20060801
2305          53147                 Single Family                        67600              20060801
2306          85236                 Condominium                         203000              20060801
2307          84049                 Single Family                       596000              20060701
2308          80126                 PUD                                 187920              20060801
2309          21090                 Single Family                       172500              20060201
2310          23114                 Single Family                       417000              20060801
2311          15108                 Single Family                        67920              20060801
2312          29169                 Single Family                       135200              20060801
2313          33413                 PUD                                 648550              20060801
2314          77088                 PUD                                  72512              20060801
2315          47130                 Single Family                        86800              20060801
2316          60110                 Single Family                       260332              20060801
2317          55038                 PUD                                 174400              20060801
2318          98042                 PUD                                 302400              20060701
2319          30310                 Single Family                       129500              20060701
2320          30294                 Single Family                       141600              20060701
2321          30529                 Single Family                       111487              20060701
2322          30288                 Single Family                        75920              20060801
2323          33463                 Condominium                         146150              20060801
2324          46236                 Single Family                       324092              20060801
2325          20109                 Townhouse                           226320              20060801
2326          30349                 PUD                                 247532              20060801
2327          90063                 2-4 Family                          417000              20060801
2328          98011                 Condominium                         220000              20060701
2329          80521                 Single Family                       172000              20060801
2330          77080                 PUD                                 180600              20060801
2331          20110                 Townhouse                           187200              20060801
2332          33972                 Single Family                       233500              20060801
2333          85009                 Single Family                       104000              20060801
2334          92501                 Single Family                       360000              20060701
2335          30096                 PUD                                 305200              20060801
2336          34446                 PUD                                 176000              20060701
2337          2472                  2-4 Family                          395200              20060801
2338          93215                 Single Family                        90000              20060801
2339          85353                 PUD                                 199250              20060801
2340          33480                 Condominium                         384000              20060801
2341          80817                 PUD                                 189327              20060701
2342          7112                  2-4 Family                          247200              20060701
2343          80907                 2-4 Family                          260000              20060701
2344          30253                 Single Family                       113280              20060701
2345          30228                 PUD                                 147342              20060701
2346          30213                 PUD                                 213740              20060701
2347          98146                 Single Family                       192000              20060401
2348          30519                 PUD                                 152000              20060701
2349          30024                 PUD                                 207316              20060701
2350          85204                 Single Family                       185600              20060701
2351          89107                 Single Family                       200000              20060701
2352          30135                 PUD                                 171040              20060701
2353          33033                 Condominium                         115493              20060801
2354          97206                 2-4 Family                          207440              20060701
2355          18321                 PUD                                 216000              20060701
2356          80831                 PUD                                 317770              20060801
2357          80012                 Single Family                       156000              20060801
2358          92404                 Single Family                       261750              20060801
2359          30345                 Single Family                       643500              20060801
2360          22405                 PUD                                 186400              20060801
2361          89135                 PUD                                1000000              20060801
2362          79938                 Single Family                        83600              20060801
2363          80211                 Single Family                       318750              20060801
2364          33610                 Single Family                        45500              20060801
2365          34744                 Single Family                       193600              20060801
2366          89108                 Condominium                          91000              20060801
2367          6706                  2-4 Family                          160000              20060801
2368          97868                 Single Family                        54400              20060801
2369          22815                 Single Family                       163000              20060801
2370          7502                  Single Family                       232000              20060801
2371          32825                 Single Family                        91000              20060801
2372          77477                 2-4 Family                          169600              20060701
2373          77477                 2-4 Family                          169600              20060701
2374          30310                 Single Family                        92000              20060701
2375          32250                 Condominium                         285000              20060701
2376          33033                 Condominium                         127533              20060801
2377          33936                 Single Family                       226400              20060801
2378          85306                 Single Family                       176800              20060801
2379          33801                 Single Family                       104000              20060801
2380          31632                 Single Family                        87920              20060701
2381          60137                 Single Family                       182700              20060701
2382          89101                 Single Family                       195000              20060701
2383          30071                 Single Family                       209600              20060701
2384          84047                 Single Family                       174400              20060801
2385          94801                 2-4 Family                          549200              20060701
2386          78250                 PUD                                  85200              20060701
2387          32254                 Single Family                        68000              20060801
2388          85051                 Single Family                       192000              20060801
2389          31602                 Single Family                        61600              20060701
2390          92264                 Condominium                         188000              20060701
2391          32828                 Single Family                       205816              20060801
2392          54521                 Condominium                         520000              20060801
2393          30044                 Single Family                       150050              20060801
2394          85746                 PUD                                 133000              20060801
2395          77060                 Single Family                        86000              20060801
2396          76227                 PUD                                 128000              20060701
2397          85616                 Single Family                       207000              20060701
2398          30236                 Single Family                       186400              20060701
2399          85239                 PUD                                 214994              20060801
2400          33569                 Condominium                          93994              20060701
2401          90813                 Single Family                       330000              20060701
2402          47446                 Single Family                       286200              20060701
2403          30016                 PUD                                 122400              20060701
2404          30088                 Single Family                       199495              20060701
2405          33019                 Single Family                       975000              20060701
2406          30144                 Single Family                        95200              20060701
2407          97060                 Single Family                       134800              20060701
2408          30034                 Townhouse                           102400              20060701
2409          97224                 Single Family                       327950              20060801
2410          94590                 Single Family                       263920              20060701
2411          33914                 Single Family                       183920              20060701
2412          85747                 Single Family                       180000              20060701
2413          90019                 Single Family                      1000000              20060801
2414          85015                 Condominium                          60130              20060801
2415          89052                 PUD                                 560000              20060701
2416          23832                 Single Family                       107100              20060801
2417          33711                 Single Family                       119200              20060801
2418          43065                 Single Family                       305600              20060801
2419          97225                 Single Family                       316000              20060701
2420          60639                 Single Family                       142730              20060801
2421          20170                 PUD                                 333600              20060701
2422          95961                 2-4 Family                          260000              20060801
2423          22204                 Townhouse                           399600              20060801
2424          34711                 PUD                                 210000              20060801
2425          89117                 Condominium                         188000              20060801
2426          83651                 Single Family                        78400              20060701
2427          21075                 Condominium                         360850              20060801
2428          80219                 Single Family                        88500              20060801
2429          33064                 Condominium                         119000              20060801
2430          95436                 Single Family                       427000              20060801
2431          85383                 PUD                                 417000              20060801
2432          93309                 Single Family                       223000              20060701
2433          35206                 Single Family                        54000              20060801
2434          56301                 Single Family                       214400              20060801
2435          48116                 PUD                                 693600              20060801
2436          30519                 PUD                                 250320              20060701
2437          20715                 Single Family                       387920              20060801
2438          23434                 Single Family                       322400              20060801
2439          33914                 Single Family                       617500              20060801
2440          34668                 Single Family                       106400              20060801
2441          85239                 PUD                                 216573              20060801
2442          60440                 Single Family                       126000              20060801
2443          19056                 Single Family                       112500              20060801
2444          34639                 Townhouse                           183600              20060701
2445          53525                 Single Family                        89700              20060801
2446          45123                 Single Family                        46400              20060801
2447          76179                 PUD                                 118600              20060701
2448          85365                 Single Family                       257684              20060601
2449          55378                 Single Family                       265200              20060701
2450          7506                  Single Family                       383200              20060801
2451          7087                  2-4 Family                          388800              20060801
2452          46201                 2-4 Family                           42400              20060801
2453          33325                 Condominium                         183330              20060701
2454          75071                 Single Family                        97200              20060801
2455          33064                 Condominium                         165000              20060701
2456          85032                 Single Family                       172000              20060701
2457          85742                 PUD                                 212000              20060701
2458          84119                 Single Family                       153600              20060801
2459          93455                 Single Family                       322000              20060701
2460          78734                 2-4 Family                          164000              20060701
2461          85296                 PUD                                 384000              20060801
2462          76015                 2-4 Family                          101600              20060701
2463          34103                 Condominium                         273184              20060601
2464          77007                 Single Family                       320000              20060801
2465          80207                 Single Family                       188000              20060801
2466          34761                 PUD                                 253425              20060801
2467          85296                 Single Family                       300000              20060801
2468          85202                 Single Family                       191250              20060801
2469          80210                 2-4 Family                          219750              20060801
2470          92629                 Single Family                       800000              20060801
2471          80223                 2-4 Family                          273750              20060801
2472          97266                 Single Family                       138400              20060801
2473          85326                 Single Family                       187944              20060801
2474          98661                 PUD                                 192577              20060801
2475          80210                 2-4 Family                          296000              20060801
2476          30349                 Single Family                       145420              20060601
2477          30349                 PUD                                 151192              20060601
2478          19145                 Single Family                        54828              20060801
2479          89134                 PUD                                 281600              20060801
2480          95330                 Single Family                       475280              20060801
2481          80013                 Single Family                       142500              20060801
2482          33131                 Condominium                        1500000              20060801
2483          43026                 Single Family                       249600              20060801
2484          30016                 Single Family                       128000              20060701
2485          48235                 Single Family                        83250              20060801
2486          55388                 Single Family                       191920              20060801
2487          84128                 Single Family                       119120              20060801
2488          48217                 2-4 Family                           84000              20060801
2489          20784                 Single Family                       224000              20060801
2490          89135                 PUD                                1162500              20060801
2491          32811                 Condominium                         132650              20060801
2492          34953                 Townhouse                           145005              20060701
2493          43004                 Single Family                       152000              20060801
2494          80017                 Condominium                          88100              20060801
2495          11510                 Single Family                       443200              20060801
2496          80017                 Condominium                          81000              20060801
2497          98270                 Single Family                       322120              20060701
2498          75287                 Condominium                         118000              20060701
2499          84414                 Single Family                       174400              20060801
2500          33610                 Single Family                       115200              20060801
2501          33133                 Condominium                         243385              20060801
2502          84095                 PUD                                 209279              20060701
2503          46074                 Single Family                       400000              20060801
2504          34639                 PUD                                 240000              20060701
2505          55429                 2-4 Family                          297600              20060801
2506          2136                  2-4 Family                          452000              20060801
2507          84405                 2-4 Family                          208000              20060801
2508          93405                 PUD                                 540000              20060701
2509          33063                 Condominium                         115430              20060801
2510          89101                 Single Family                       183600              20060801
2511          34771                 Single Family                       262500              20060701
2512          89109                 Condominium                         292600              20060801
2513          32505                 2-4 Family                          215200              20060801
2514          84119                 Single Family                        87500              20060801
2515          33446                 Condominium                         204000              20060801
2516          33331                 Single Family                       343920              20060701
2517          89081                 PUD                                 356965              20060801
2518          20781                 Single Family                       319200              20060701
2519          98168                 Single Family                       226400              20060801
2520          22554                 Townhouse                           236000              20060701
2521          7105                  2-4 Family                          480000              20060801
2522          34607                 Single Family                       460000              20060701
2523          89108                 Single Family                       180000              20060801
2524          53088                 Single Family                       116800              20060801
2525          89122                 PUD                                 208158              20060801
2526          92376                 2-4 Family                          476000              20060801
2527          85746                 Single Family                       148000              20060801
2528          89129                 Single Family                       224000              20060801
2529          77006                 2-4 Family                          273750              20060801
2530          8232                  Single Family                       136000              20060701
2531          30316                 Single Family                       196000              20060801
2532          34142                 Single Family                       116000              20060701
2533          21811                 Condominium                         318000              20060801
2534          30083                 Single Family                        60000              20060601
2535          33076                 Single Family                       904391              20060801
2536          8205                  Single Family                       202300              20060801
2537          20746                 Condominium                          86250              20060801
2538          34953                 Single Family                       296000              20060801
2539          55016                 PUD                                 352972              20060801
2540          89131                 Condominium                         175078              20060801
2541          32827                 PUD                                 370720              20060801
2542          32828                 PUD                                 198216              20060801
2543          85383                 PUD                                 349612              20060801
2544          32819                 PUD                                 239008              20060801
2545          92251                 Single Family                       224800              20060801
2546          84101                 Condominium                         240000              20060801
2547          2150                  2-4 Family                          378900              20060801
2548          85032                 Single Family                       167200              20060801
2549          94521                 PUD                                1124962              20060801
2550          95670                 Single Family                       240000              20060801
2551          93561                 2-4 Family                          401250              20060801
2552          84109                 Single Family                       233100              20060801
2553          40291                 Single Family                        84000              20060801
2554          55116                 Single Family                       164250              20060801
2555          77073                 PUD                                  84742              20060801
2556          33316                 Condominium                         291100              20060801
2557          20147                 PUD                                 439920              20060801
2558          91361                 PUD                                1000000              20060801
2559          85901                 Single Family                       280000              20060801
2560          84116                 Single Family                       116250              20060801
2561          89014                 Condominium                         148000              20060701
2562          32826                 PUD                                 240000              20060701
2563          34983                 Single Family                       198220              20060801
2564          85242                 PUD                                 272000              20060701
2565          34120                 Single Family                       252400              20060801
2566          30331                 2-4 Family                          270000              20060801
2567          89123                 PUD                                 240000              20060701
2568          60640                 Single Family                       466000              20060801
2569          34952                 Single Family                       196720              20060801
2570          33024                 Single Family                       236250              20060801
2571          32967                 Single Family                       194310              20060801
2572          32967                 Single Family                       194310              20060801
2573          85210                 Single Family                       185600              20060701
2574          33415                 2-4 Family                          322500              20060701
2575          32967                 Single Family                       194310              20060801
2576          32967                 Single Family                       194310              20060801
2577          34953                 Single Family                       192140              20060801
2578          86325                 Single Family                       109600              20060701
2579          34953                 Single Family                       188920              20060801
2580          89015                 PUD                                 333500              20060801
2581          32967                 Single Family                       176760              20060801
2582          77006                 Condominium                         973500              20060701
2583          80219                 Single Family                       126240              20060701
2584          85043                 PUD                                 159128              20060701
2585          32967                 Single Family                       176760              20060801
2586          85224                 Single Family                       186400              20060701
2587          85233                 PUD                                 240000              20060701
2588          48602                 Single Family                        53250              20060801
2589          76131                 Single Family                        96000              20060801
2590          84115                 Single Family                       220000              20060801
2591          47122                 Single Family                       164960              20060701
2592          32829                 PUD                                 198750              20060701
2593          63135                 Single Family                        51120              20060701
2594          23225                 PUD                                 172900              20060801
2595          20111                 Single Family                       379200              20060701
2596          28205                 Single Family                       130000              20060801
2597          27713                 PUD                                 180000              20060701
2598          90601                 Single Family                       395500              20060701
2599          35226                 Single Family                       164800              20051201
2600          85224                 Single Family                       198750              20060801
2601          23233                 PUD                                 116250              20060701
2602          55983                 Single Family                       236000              20060801
2603          33406                 PUD                                 152000              20060501
2604          30252                 PUD                                 295900              20060501
2605          20906                 Condominium                         299200              20060701
2606          76040                 PUD                                 111225              20060801
2607          20832                 Single Family                       216300              20060801
2608          7208                  Single Family                       284000              20060701
2609          53224                 Single Family                       140800              20060801
2610          80130                 PUD                                 336508              20060501
2611          32909                 Single Family                       117705              20060701
2612          45152                 PUD                                 260850              20060801
2613          23832                 PUD                                 331450              20060801
2614          77080                 PUD                                 187300              20060801
2615          23112                 Single Family                       372800              20060801
2616          29492                 PUD                                 105670              20060801
2617          30331                 Condominium                          86900              20060801
2618          97444                 Single Family                       318450              20060701
2619          48722                 Single Family                        58500              20060801
2620          21701                 Townhouse                           188800              20060701
2621          48602                 Single Family                        53250              20060801
2622          7306                  Townhouse                           292000              20060701
2623          48602                 2-4 Family                           58500              20060801
2624          33901                 Single Family                       330000              20060801
2625          29579                 PUD                                 504000              20060701
2626          76135                 PUD                                 152000              20060801
2627          21043                 Condominium                         200000              20060801
2628          87124                 Single Family                       167136              20060801
2629          94536                 PUD                                 564440              20060801
2630          85085                 PUD                                 472000              20060801
2631          91910                 Single Family                      1275000              20060801
2632          92392                 Single Family                       273750              20060801
2633          85345                 Single Family                       179600              20060801
2634          48124                 Single Family                        84700              20060801
2635          55101                 Condominium                         636000              20060801
2636          33176                 Single Family                       862000              20060801
2637          20721                 Single Family                       650000              20060801
2638          30101                 Single Family                       138600              20060501
2639          30016                 PUD                                  94500              20060401
2640          20110                 Single Family                       340000              20060701
2641          85015                 Single Family                       225000              20060701
2642          46226                 2-4 Family                          100800              20060801
2643          30318                 2-4 Family                          180000              20060701
2644          32256                 Condominium                         183580              20060801
2645          78240                 PUD                                 146000              20060801
2646          98443                 Single Family                       209520              20060701
2647          60610                 Single Family                      1470000              20060701
2648          75150                 Single Family                        94400              20060801
2649          85015                 Condominium                          60130              20060801
2650          34116                 Single Family                       319920              20060801
2651          95828                 2-4 Family                          260000              20060701
2652          30117                 Single Family                        87400              20060701
2653          30319                 Single Family                       181300              20060601
2654          30294                 Single Family                        60200              20060601
2655          80017                 PUD                                 120000              20060801
2656          89122                 PUD                                 213750              20060701
2657          93560                 2-4 Family                          273750              20060701
2658          30331                 PUD                                 214400              20060701
2659          30310                 Single Family                       204750              20060701
2660          30022                 PUD                                 750000              20060701
2661          80212                 Single Family                       195200              20060701
2662          90292                 Condominium                         580000              20060801
2663          85281                 Single Family                       244000              20060701
2664          21220                 PUD                                 115360              20060801
2665          37917                 Single Family                        50480              20060701
2666          72205                 Single Family                        97600              20060801
2667          56082                 Single Family                       106400              20060801
2668          85041                 PUD                                 168000              20060801
2669          85233                 Single Family                       324000              20060801
2670          33931                 Condominium                         130850              20060801
2671          34286                 Single Family                       181880              20060701
2672          8723                  Single Family                       424000              20060701
2673          30238                 Single Family                        70400              20060801
2674          30540                 PUD                                 144900              20060701
2675          30088                 Single Family                       129500              20060701
2676          95210                 Single Family                       288000              20060801
2677          20774                 PUD                                 550800              20060701
2678          29644                 Single Family                       264554              20060701
2679          19465                 PUD                                 252950              20060801
2680          65810                 Single Family                       149360              20060801
2681          1604                  Single Family                       228000              20060701
2682          33605                 Single Family                       102800              20060801
2683          84108                 Single Family                       206250              20060801
2684          20740                 Condominium                         234392              20060701
2685          22401                 PUD                                 439950              20060701
2686          84745                 Single Family                       199875              20060801
2687          33510                 Single Family                       188800              20060701
2688          21620                 PUD                                 254492              20060701
2689          22191                 Single Family                       442050              20060701
2690          60153                 Single Family                       116000              20060601
2691          85024                 PUD                                 303640              20060801
2692          2907                  2-4 Family                          231000              20060801
2693          21206                 Single Family                       150138              20060801
2694          85042                 Single Family                       122500              20060801
2695          37013                 PUD                                 238400              20060801
2696          56082                 Townhouse                           127500              20060801
2697          20105                 Townhouse                           398250              20060701
2698          60431                 PUD                                 192400              20060701
2699          77006                 2-4 Family                          277500              20060801
2700          33126                 Condominium                          60000              20060701
2701          32765                 Townhouse                           194792              20060701
2702          21220                 Townhouse                           112000              20060801
2703          76248                 Single Family                        94364              20060801
2704          83686                 Single Family                       106400              20060701
2705          92408                 PUD                                 406400              20060701
2706          20171                 Single Family                       390000              20060701
2707          85243                 Single Family                       168058              20060801
2708          85335                 PUD                                 163200              20060701
2709          30331                 2-4 Family                          240000              20060701
2710          21231                 Single Family                       259850              20060801
2711          92562                 PUD                                 500000              20060701
2712          23235                 Single Family                       184000              20060701
2713          30043                 Single Family                       238000              20060801
2714          33020                 Single Family                       340000              20060801
2715          48219                 Single Family                       101500              20060701
2716          34743                 Single Family                       142500              20060801
2717          32250                 Single Family                       191250              20060701
2718          85283                 Single Family                       164000              20060801
2719          32084                 Single Family                       156000              20060801
2720          11010                 2-4 Family                          344640              20060701
2721          37043                 Single Family                       179010              20060801
2722          97055                 Single Family                       182720              20060801
2723          7011                  Single Family                       220000              20060701
2724          91436                 Single Family                      1045500              20060801
2725          8075                  Single Family                       177750              20060701
2726          30213                 PUD                                 196023              20060701
2727          30228                 PUD                                 127392              20060701
2728          30253                 Single Family                        96000              20060701
2729          80212                 Single Family                       146250              20060801
2730          32908                 Single Family                       118817              20060701
2731          85033                 Single Family                       186000              20060701
2732          78242                 Single Family                        87240              20060801
2733          76262                 PUD                                 125600              20060701
2734          33325                 Condominium                         173180              20060701
2735          33325                 Condominium                         186830              20060701
2736          48239                 Single Family                        78400              20060801
2737          33852                 Single Family                       106500              20060801
2738          45229                 Single Family                       206250              20060701
2739          19702                 PUD                                 119200              20060701
2740          1109                  2-4 Family                          136500              20060701
2741          41016                 Condominium                         244656              20060701
2742          55076                 Single Family                       526060              20060801
2743          34982                 PUD                                 159552              20060701
2744          75077                 PUD                                 408000              20060801
2745          30115                 PUD                                 191900              20060701
2746          22303                 PUD                                 512000              20060701
2747          29909                 Single Family                       146060              20060701
2748          60433                 Single Family                       143200              20060701
2749          30058                 Single Family                       104000              20060701
2750          46254                 Single Family                        71920              20060701
2751          23222                 Single Family                        77250              20060701
2752          78242                 Single Family                        77355              20060801
2753          33024                 Condominium                         183750              20060701
2754          80226                 Single Family                       158400              20060701
2755          98503                 PUD                                 171960              20060801
2756          33813                 PUD                                 326500              20060801
2757          95380                 Single Family                       288800              20060801
2758          30058                 Single Family                        73120              20060701
2759          28401                 Single Family                       106000              20060701
2760          30004                 Townhouse                           208985              20060701
2761          30052                 PUD                                 206000              20060701
2762          30058                 Single Family                       100000              20060801
2763          30680                 Single Family                       118320              20060701
2764          31216                 Single Family                       101600              20060701
2765          30542                 Single Family                       152000              20060701
2766          30157                 Single Family                       133000              20060701
2767          30213                 PUD                                  97528              20060701
2768          30680                 PUD                                 135920              20060701
2769          35007                 Single Family                       116000              20060701
2770          35007                 PUD                                 127200              20060701
2771          32780                 PUD                                 184800              20060701
2772          30344                 Single Family                       260000              20060701
2773          60432                 Single Family                       111450              20060801
2774          63118                 Single Family                       192500              20060701
2775          63118                 Single Family                       133000              20060701
2776          84094                 Single Family                       156600              20060701
2777          33701                 Single Family                       356000              20060701
2778          88101                 Single Family                       123750              20060701
2779          20832                 PUD                                 285600              20060801
2780          75034                 Single Family                       148274              20060801
2781          78664                 Single Family                        98400              20060801
2782          85015                 Single Family                       108000              20060801
2783          29582                 Condominium                         131900              20060701
2784          23803                 Single Family                        54000              20060801
2785          65201                 Single Family                        76000              20060701
2786          33971                 Single Family                       242000              20060701
2787          28216                 Single Family                       113600              20060701
2788          85383                 PUD                                 383784              20060701
2789          28277                 PUD                                 223920              20060701
2790          45251                 Single Family                        65200              20060701
2791          89149                 PUD                                 487893              20060801
2792          33435                 Single Family                       202500              20060701
2793          32216                 PUD                                 362952              20060801
2794          89149                 Single Family                       476343              20060801
2795          63118                 Single Family                       192500              20060701
2796          80525                 PUD                                 266000              20060701
2797          77066                 Condominium                         417000              20060701
2798          33311                 Single Family                       217500              20060801
2799          31765                 Single Family                        74999              20060801
2800          2914                  2-4 Family                          191200              20060701
2801          77365                 PUD                                  92800              20060801
2802          60491                 PUD                                 500000              20060801
2803          92082                 Single Family                       468000              20060801
2804          85379                 PUD                                 336048              20060701
2805          80210                 Single Family                       263680              20060801
2806          48127                 Single Family                       300000              20060701
2807          77008                 Single Family                       123200              20060801
2808          34293                 Single Family                       172500              20060701
2809          78006                 Single Family                       152904              20060801
2810          33063                 Condominium                         121520              20060701
2811          80239                 Single Family                       138750              20060701
2812          77379                 PUD                                  72000              20060701
2813          80013                 Single Family                       126000              20060701
2814          80239                 Single Family                       133500              20060701
2815          30045                 PUD                                 140000              20060701
2816          20147                 Townhouse                           439900              20060701
2817          92019                 Single Family                      1275000              20060701
2818          92571                 Single Family                       380884              20060801
2819          37075                 Single Family                       280000              20060601
2820          78704                 2-4 Family                          259200              20060801
2821          85260                 Single Family                       288750              20060801
2822          80010                 Single Family                        50500              20060701
2823          33401                 2-4 Family                          224000              20060801
2824          30213                 Single Family                       183200              20060701
2825          64012                 2-4 Family                          236040              20060801
2826          89103                 2-4 Family                          364000              20060701
2827          85242                 Single Family                       238300              20060701
2828          92104                 2-4 Family                          506300              20060801
2829          30040                 PUD                                 202584              20060701
2830          85629                 Single Family                       192664              20060801
2831          97213                 Single Family                       265600              20060801
2832          33150                 2-4 Family                          247500              20060701
2833          34953                 Single Family                       260000              20060701
2834          44111                 Single Family                        81112              20060701
2835          75115                 Single Family                       131250              20060701
2836          77459                 PUD                                 124000              20060701
2837          89117                 PUD                                 367500              20060701
2838          75069                 PUD                                 400000              20060701
2839          92411                 Single Family                       225000              20060801
2840          92336                 2-4 Family                          210000              20060801
2841          89122                 Single Family                       177901              20060701
2842          33896                 Single Family                       199520              20060801
2843          85260                 Single Family                       408362              20060701
2844          33032                 PUD                                 217992              20060701
2845          20874                 PUD                                 237200              20060701
2846          75104                 Single Family                       108000              20060701
2847          89128                 Single Family                       679200              20060801
2848          18353                 Single Family                       123750              20060701
2849          85086                 PUD                                 417000              20060701
2850          32828                 PUD                                 309608              20060701
2851          46410                 Single Family                        90320              20060701
2852          32259                 PUD                                 317568              20060501
2853          7070                  Single Family                       744000              20060801
2854          80015                 Single Family                       146250              20060701
2855          89147                 Single Family                       344000              20060701
2856          30188                 Single Family                       132000              20060801
2857          85323                 PUD                                 180000              20060701
2858          64014                 PUD                                 262500              20060701
2859          34983                 Single Family                       150350              20060801
2860          30032                 Single Family                       120000              20060701
2861          92545                 Single Family                       264000              20060701
2862          32792                 Single Family                       198750              20060701
2863          33705                 Single Family                        90800              20060801
2864          6511                  2-4 Family                          187200              20060801
2865          75104                 PUD                                 118125              20060701
2866          33325                 Condominium                         164320              20060701
2867          93927                 Single Family                       496000              20060801
2868          92398                 Single Family                        89600              20060801
2869          85297                 PUD                                 319900              20060801
2870          92270                 PUD                                 799200              20060701
2871          33325                 Condominium                         187180              20060701
2872          72007                 Single Family                        92000              20060701
2873          8873                  Single Family                       324000              20060701
2874          33325                 Condominium                         217425              20060701
2875          55435                 Condominium                         101600              20060801
2876          80015                 Single Family                       122250              20060701
2877          33068                 Single Family                       228000              20060701
2878          98661                 Single Family                       120000              20060701
2879          94089                 Single Family                       551200              20060801
2880          85712                 2-4 Family                          131250              20060801
2881          95361                 Single Family                       128000              20060801
2882          32827                 PUD                                 313440              20060801
2883          32256                 Condominium                         139472              20060801
2884          89141                 PUD                                 388000              20060701
2885          33544                 Single Family                       203182              20060701
2886          92672                 Single Family                      1000000              20060701
2887          30032                 Single Family                       108500              20060801
2888          77545                 PUD                                  83650              20060801
2889          80016                 Townhouse                           133125              20060701
2890          98682                 Single Family                       185600              20060801
2891          30135                 PUD                                 202300              20060701
2892          27610                 PUD                                 152700              20060801
2893          80631                 Single Family                        67900              20060701
2894          75104                 PUD                                 156000              20060701
2895          46312                 2-4 Family                           73160              20060701
2896          91402                 Single Family                       414400              20060701
2897          6451                  2-4 Family                          132750              20060701
2898          85043                 PUD                                 231265              20060801
2899          85225                 Single Family                       187500              20060801
2900          85746                 Single Family                       172000              20060801
2901          95838                 Single Family                       220000              20060801
2902          22611                 PUD                                 383920              20060701
2903          23608                 Single Family                       154000              20060701
2904          20744                 Single Family                       500000              20060701
2905          53209                 Single Family                        90000              20060701
2906          63010                 Single Family                       113600              20060701
2907          30032                 Single Family                       217500              20060801
2908          34953                 Single Family                       128000              20060701
2909          22192                 Condominium                         196000              20060801
2910          33905                 PUD                                 402900              20060701
2911          85379                 PUD                                 277560              20060801
2912          20876                 Single Family                       247500              20060701
2913          21811                 Condominium                         308548              20060701
2914          45036                 Single Family                        69200              20060701
2915          42301                 Single Family                       108800              20060801
2916          55987                 Single Family                        73300              20060801
2917          44109                 2-4 Family                          108750              20060801
2918          98682                 Single Family                       202000              20060801
2919          98520                 2-4 Family                           60000              20060701
2920          32738                 Single Family                       137200              20060801
2921          29585                 PUD                                 180090              20060701
2922          95667                 Single Family                       250000              20060701
2923          85353                 PUD                                 206475              20060701
2924          89149                 PUD                                 609592              20060701
2925          48315                 Single Family                       391920              20060701
2926          21550                 Single Family                       154600              20060801
2927          85053                 Single Family                       175200              20060701
2928          64050                 Single Family                        48400              20060801
2929          46123                 PUD                                 125224              20060701
2930          29485                 PUD                                 140348              20060701
2931          29902                 Single Family                       103200              20060701
2932          20774                 PUD                                 262000              20060701
2933          98058                 Single Family                       256000              20060701
2934          44805                 Single Family                        76720              20060701
2935          94303                 Single Family                       488000              20060801
2936          46385                 2-4 Family                          296250              20060801
2937          34116                 Single Family                       268000              20060701
2938          91737                 Condominium                         213750              20060801
2939          34232                 Single Family                       164800              20060701
2940          33991                 Single Family                       556000              20060701
2941          32818                 PUD                                 206150              20060701
2942          32822                 Single Family                       172800              20060801
2943          48067                 Condominium                         356000              20060701
2944          80223                 Single Family                       142500              20060801
2945          78741                 Single Family                       115850              20060801
2946          90744                 Single Family                       408000              20060701
2947          84020                 Single Family                       371200              20060701
2948          21244                 Single Family                       169200              20060801
2949          85711                 Single Family                       111200              20060701
2950          7071                  2-4 Family                          492000              20060801
2951          85037                 Single Family                       216000              20060801
2952          23225                 Single Family                       276000              20060801
2953          95356                 PUD                                 301455              20060701
2954          77082                 Single Family                        54400              20060701
2955          63113                 2-4 Family                           60000              20060701
2956          60134                 Single Family                       424455              20060801
2957          89110                 Single Family                       197600              20060801
2958          92708                 Single Family                       542400              20060801
2959          33844                 Condominium                         100000              20060701
2960          2122                  2-4 Family                          472000              20060801
2961          33063                 Condominium                         124310              20060701
2962          85210                 Single Family                       260720              20060701
2963          29579                 PUD                                 108720              20060701
2964          75237                 Single Family                        74340              20060801
2965          75227                 Single Family                        59850              20060801
2966          98036                 Single Family                       337500              20060701
2967          76107                 Single Family                       280000              20060701
2968          75115                 Single Family                        58203              20060801
2969          98310                 Single Family                       175200              20060701
2970          84094                 Single Family                       204000              20060701
2971          84106                 Single Family                       112000              20060701
2972          34787                 PUD                                 640250              20060701
2973          84003                 Single Family                       266400              20060701
2974          84664                 Single Family                       128000              20060701
2975          84111                 Single Family                       108000              20060701
2976          34653                 Condominium                          83900              20060801
2977          89104                 Single Family                       204000              20060701
2978          75070                 PUD                                 580000              20060701
2979          85242                 PUD                                 464800              20060801
2980          91763                 PUD                                 180000              20060701
2981          60623                 2-4 Family                          207000              20060701
2982          92275                 Single Family                       114320              20060801
2983          80204                 2-4 Family                          158250              20060701
2984          30601                 Single Family                       118400              20060601
2985          80022                 PUD                                 209051              20060701
2986          80022                 PUD                                 210902              20060701
2987          20001                 2-4 Family                          584000              20060401
2988          33073                 Condominium                         138400              20060701
2989          32459                 PUD                                 456000              20060701
2990          30047                 Single Family                       138400              20060701
2991          30157                 Single Family                        91700              20060701
2992          87108                 Single Family                        78000              20060701
2993          23707                 Single Family                       187500              20060801
2994          89131                 Single Family                       731250              20060801
2995          84119                 2-4 Family                          151200              20060801
2996          80134                 PUD                                 335097              20060801
2997          85375                 PUD                                 252576              20060801
2998          94801                 Single Family                       150000              20060801
2999          2649                  Single Family                       363000              20060801
3000          85201                 PUD                                 104800              20060801
3001          80239                 Single Family                       131250              20060801
3002          84043                 Condominium                         121120              20060801
3003          30054                 PUD                                 231920              20060601
3004          34275                 Single Family                       338400              20060601
3005          92557                 Single Family                       250000              20060701
3006          43252                 Single Family                        84800              20060801
3007          44067                 Single Family                       280000              20060701
3008          19460                 Single Family                       800000              20060801
3009          33462                 PUD                                 180000              20060701
3010          55025                 Single Family                       352000              20060601
3011          75115                 Single Family                       133466              20060801
3012          30032                 Single Family                        84200              20060601
3013          83815                 Single Family                       148000              20060801
3014          32068                 PUD                                 179920              20060701
3015          95828                 Single Family                       247200              20060801
3016          33325                 Condominium                         221920              20060701
3017          8805                  2-4 Family                          262240              20060801
3018          30349                 PUD                                 163024              20060701
3019          95448                 Single Family                       150000              20060801
3020          23223                 PUD                                 161950              20060801
3021          89074                 Townhouse                           257600              20060701
3022          22306                 Condominium                         342400              20060801
3023          84041                 Single Family                        85200              20060801
3024          33149                 Condominium                         326250              20060801
3025          96706                 Condominium                         324000              20060701
3026          33137                 Single Family                        80000              20060801
3027          89052                 Condominium                         205600              20060801
3028          89141                 PUD                                 738400              20060801
3029          48836                 Single Family                       134400              20060801
3030          87111                 Single Family                       152000              20060801
3031          32837                 PUD                                 312000              20060801
3032          32703                 Single Family                       156000              20060801
3033          32819                 Condominium                         274368              20060701
3034          63031                 PUD                                 110240              20060701
3035          80831                 PUD                                 187500              20060701
3036          33602                 Condominium                         236150              20060801
3037          75217                 Single Family                        62000              20060701
3038          22554                 PUD                                 287200              20060701
3039          20176                 Condominium                         210400              20060701
3040          28630                 Single Family                        59200              20060501
3041          85016                 Condominium                         495550              20060701
3042          53018                 2-4 Family                          269500              20060701
3043          80922                 PUD                                 182250              20060701
3044          30349                 PUD                                 100400              20060701
3045          85028                 Single Family                       352000              20060801
3046          85284                 PUD                                 601632              20060701
3047          20774                 PUD                                 473028              20060701
3048          95330                 Single Family                       449291              20060701
3049          92591                 Single Family                       429904              20060701
3050          21047                 PUD                                 645956              20060701
3051          91203                 Single Family                       544000              20060801
3052          29451                 Single Family                       922500              20060801
3053          92111                 Single Family                       432000              20060801
3054          94580                 Single Family                       440000              20060801
3055          94559                 Single Family                       700000              20060801
3056          89178                 PUD                                 796393              20060801
3057          93536                 Single Family                       550440              20060801
3058          94568                 Condominium                         448000              20060801
3059          92860                 Single Family                       689550              20060801
3060          91504                 Single Family                       576000              20060801
3061          60048                 Single Family                       508000              20060801
3062          95023                 Single Family                       451000              20060801
3063          92118                 Single Family                      1280000              20060801
3064          94117                 2-4 Family                         1367200              20060701
3065          92115                 Single Family                       478400              20060701
3066          33131                 Condominium                         622500              20060801
3067          93012                 PUD                                1350000              20060801
3068          92870                 Single Family                       474400              20060701
3069          33131                 Condominium                         622500              20060801
3070          11356                 2-4 Family                          596000              20060701
3071          33315                 PUD                                 597363              20060801
3072          90242                 Single Family                       460000              20060801
3073          92130                 PUD                                 567000              20060801
3074          96743                 PUD                                1600000              20060801
3075          91604                 Condominium                         440000              20060801
3076          89044                 PUD                                 462188              20060801
3077          89131                 PUD                                 650000              20060801
3078          94601                 Single Family                       444000              20060801
3079          90041                 Single Family                       716000              20060801
3080          2120                  2-4 Family                          960000              20060801
3081          91307                 Single Family                       456800              20060801
3082          2120                  2-4 Family                          779600              20060801
3083          6371                  Single Family                       468000              20060801
3084          2130                  Condominium                         422500              20060801
3085          91803                 Single Family                       432000              20060801
3086          60605                 Condominium                         554832              20060801
3087          92630                 Single Family                       580000              20060801
3088          8820                  Single Family                       440000              20060801
3089          91320                 PUD                                 515000              20060801
3090          7071                  Single Family                       428000              20060801
3091          29577                 Condominium                         449900              20060701
3092          85255                 PUD                                 850000              20060801
3093          92881                 Single Family                      1000000              20060801
3094          94561                 Single Family                       508605              20060801
3095          92683                 2-4 Family                          608000              20060801
3096          93307                 Single Family                       508000              20060801
3097          60045                 Single Family                       440000              20060801
3098          91739                 PUD                                 453930              20060801
3099          90266                 Single Family                      1000000              20060801
3100          11224                 Single Family                       540200              20060801
3101          93561                 Single Family                       548000              20060801
3102          97229                 Single Family                       500000              20060801
3103          60657                 Single Family                       650000              20060801
3104          95050                 Single Family                       509600              20060801
3105          95023                 PUD                                 622500              20060801
3106          10001                 Condominium                        1492000              20060801
3107          33154                 Condominium                         507300              20060801
3108          92014                 Single Family                      1340000              20060801
3109          10036                 Condominium                         576800              20060801
3110          95219                 PUD                                 708000              20060801
3111          91915                 PUD                                 608880              20060801
3112          93030                 2-4 Family                          620000              20060801
3113          94110                 Single Family                       580500              20060801
3114          22406                 PUD                                 497500              20060701
3115          86442                 Single Family                       432000              20060801
3116          60622                 Single Family                      1038750              20060801
3117          20817                 Single Family                       560000              20060701
3118          90745                 Single Family                       460000              20060801
3119          92625                 PUD                                2800000              20060801
3120          6611                  Single Family                       435000              20060801
3121          94605                 Single Family                       650000              20060801
3122          96790                 Single Family                       900000              20060801
3123          94109                 2-4 Family                         1099000              20060801
3124          11373                 Single Family                       440000              20060801
3125          11426                 Single Family                       428000              20060801
3126          32771                 Single Family                       440000              20060701
3127          32746                 PUD                              645518.07              20060501
3128          95616                 Single Family                       972000              20060801
3129          11419                 2-4 Family                          580000              20060801
3130          2155                  Single Family                       532000              20060801
3131          90210                 Single Family                      2960000              20060801
3132          98359                 Single Family                       520000              20060701
3133          94579                 Single Family                       510400              20060801
3134          94014                 Single Family                       648000              20060801
3135          85331                 Single Family                       500000              20060801
3136          92620                 PUD                                 980000              20060801
3137          92563                 Single Family                       572000              20060801
3138          43110                 Single Family                       724000              20060801
3139          22003                 Single Family                       521600              20060801
3140          94019                 Single Family                       625000              20060801
3141          93035                 Single Family                       450000              20060801
3142          10028                 Condominium                         608000              20060801
3143          91506                 Single Family                       551200              20060801
3144          55443                 Single Family                       448000              20060801
3145          95757                 Single Family                       484000              20060801
3146          92881                 Single Family                       569747              20060801
3147          80536                 Single Family                       540000              20060801
3148          92504                 Single Family                       448000              20060801
3149          30701                 PUD                                 516000              20060801
3150          32816                 PUD                                 610745              20060801
3151          22033                 PUD                                1000000              20060701
3152          60048                 Single Family                       975000              20060801
3153          60563                 Single Family                       432000              20060801
3154          95492                 Single Family                       490000              20060701
3155          85704                 PUD                                 138750              20060801
3156          6907                  Single Family                       637500              20060801
3157          91942                 Single Family                       460000              20060801
3158          93021                 Single Family                       428000              20060801
3159          92399                 PUD                                 448000              20060801
3160          92109                 Single Family                       880000              20060801
3161          1810                  Single Family                       650000              20060801
3162          94803                 PUD                                 476000              20060801
3163          91108                 Single Family                       470000              20060801
3164          92683                 Single Family                       508000              20060801
3165          32550                 PUD                                 567920              20060801
3166          92688                 PUD                                 525000              20060801
3167          7014                  2-4 Family                          560000              20060801
3168          22191                 PUD                                 455850              20060801
3169          89044                 PUD                                 730550              20060801
3170          92571                 Single Family                       432000              20060601
3171          89178                 PUD                                 515300              20060801
3172          92078                 Single Family                       488000              20060801
3173          94565                 Single Family                       422960              20060801
3174          91390                 Single Family                       444800              20060801
3175          92804                 Single Family                       516000              20060801
3176          91739                 Single Family                       492000              20060801
3177          95667                 Single Family                       468000              20060801
3178          91307                 Single Family                       462400              20060801
3179          6840                  Single Family                       488000              20060801
3180          92679                 Condominium                         552000              20060801
3181          37067                 PUD                                 478000              20060701
3182          92821                 PUD                                 528000              20060801
3183          85383                 Single Family                       789000              20060801
3184          91202                 Single Family                       600000              20060801
3185          89131                 PUD                                 512774              20060801
3186          91724                 Single Family                       552000              20060801
3187          50021                 Single Family                       688000              20060801
3188          80219                 Single Family                       112000              20060701
3189          85255                 Single Family                       549600              20060801
3190          45879                 Single Family                        57450              20060701
3191          33174                 Condominium                         272000              20060601
3192          84119                 Single Family                       124000              20060701
3193          85239                 PUD                                 187000              20060801
3194          85249                 PUD                                 204000              20060701
3195          7055                  2-4 Family                          366400              20060801
3196          48122                 Single Family                        99350              20060801
3197          33016                 Condominium                         116000              20060701
3198          33971                 2-4 Family                          239200              20060801
3199          75228                 Single Family                       106400              20060701
3200          10504                 Single Family                       960000              20060801
3201          91765                 Single Family                       526000              20060701
3202          55106                 Single Family                       112000              20060701
3203          16066                 PUD                                 251920              20060701
3204          33411                 Single Family                       212800              20060601
3205          91316                 Single Family                       615000              20060701
3206          2673                  Single Family                       301200              20060701
3207          89085                 PUD                                 350800              20060701
3208          73071                 Condominium                         131750              20060701
3209          98683                 Single Family                       144300              20060801
3210          85031                 Single Family                       180000              20060701
3211          22601                 Single Family                       212000              20060801
3212          95404                 Single Family                       307600              20060801
3213          28277                 PUD                                 184940              20060701
3214          80211                 Single Family                       130400              20060701
3215          47201                 PUD                                  95280              20060801
3216          85616                 Single Family                       337500              20060801
3217          85041                 PUD                                 380800              20060801
3218          89110                 Single Family                       168000              20060801
3219          84004                 Single Family                       647500              20060801
3220          85243                 PUD                                 210000              20060801
3221          80211                 Single Family                       130400              20060701
3222          83687                 PUD                                 116606              20060701
3223          20746                 Single Family                       206000              20060801
3224          96815                 Condominium                         195000              20060801
3225          20744                 Single Family                       276000              20060801
3226          92173                 Single Family                       460000              20060701
3227          85262                 PUD                                 468000              20060801
3228          22079                 PUD                                 527200              20060701
3229          17404                 PUD                                 455950              20060801
3230          30273                 Single Family                       104000              20060801
3231          30083                 Single Family                       126000              20060801
3232          30189                 PUD                                 500000              20060801
3233          89115                 PUD                                 135065              20060701
3234          20111                 PUD                                 546500              20060801
3235          30338                 Single Family                       328000              20060801
3236          20166                 PUD                                 822620              20060801
3237          60178                 Single Family                       216000              20060801
3238          98004                 Single Family                       650000              20060801
3239          89139                 PUD                                 281250              20060701
3240          76107                 Single Family                        70984              20060701
3241          92264                 PUD                                 951120              20060701
3242          67203                 Single Family                        96400              20060701
3243          67203                 2-4 Family                           99600              20060701
3244          64016                 Single Family                        68000              20060701
3245          95661                 Single Family                       266400              20060701
3246          78242                 Single Family                        41250              20060801
3247          85335                 Single Family                       177750              20060701
3248          85213                 PUD                                 980000              20060801
3249          85007                 2-4 Family                          232000              20060701
3250          85020                 Single Family                       504000              20060801
3251          85254                 Single Family                       487500              20060801
3252          85326                 PUD                                 234297              20060801
3253          85260                 Single Family                       417000              20060801
3254          96753                 Single Family                      1137500              20060701
3255          78208                 Single Family                        51750              20060701
3256          78221                 2-4 Family                           72000              20060701
3257          37405                 2-4 Family                           66500              20060801
3258          37405                 2-4 Family                           80500              20060801
3259          85268                 Condominium                         224000              20060701
3260          78201                 2-4 Family                           64800              20060801
3261          80222                 Single Family                       126175              20060701
3262          33896                 Condominium                         198320              20060701
3263          33896                 Condominium                         197520              20060701
3264          96003                 2-4 Family                          356250              20060701
3265          89032                 Single Family                       195200              20060801
3266          80016                 PUD                                 650000              20060601
3267          21224                 2-4 Family                          148000              20060701
3268          33414                 Condominium                         171600              20060701
3269          32254                 Single Family                        59500              20060801
3270          62040                 Single Family                       192400              20060801
3271          32208                 Single Family                        54600              20060801
3272          32301                 Single Family                        50950              20060701
3273          33991                 Single Family                       278400              20060701
3274          21244                 Townhouse                           118400              20060701
3275          33137                 Condominium                         383200              20060701
3276          30349                 PUD                                  98000              20060701
3277          33076                 Condominium                         386250              20060701
3278          31322                 Single Family                       124000              20060701
3279          30215                 PUD                                 124000              20060701
3280          30274                 Single Family                        70000              20060701
3281          30121                 Single Family                       108350              20060701
3282          35078                 Single Family                       140720              20060701
3283          84065                 Single Family                       417000              20060701
3284          23231                 Single Family                       139600              20060701
3285          75035                 PUD                                 180650              20060701
3286          92880                 Single Family                       529600              20060701
3287          30349                 Single Family                        65925              20060801
3288          78201                 2-4 Family                           95200              20060701
3289          78242                 Single Family                        87225              20060801
3290          60013                 Single Family                       180000              20060701
3291          78201                 2-4 Family                           95200              20060701
3292          85383                 Single Family                       405600              20060701
3293          47338                 Single Family                        46600              20060701
3294          94062                 Single Family                       434000              20060801
3295          1902                  2-4 Family                          315000              20060801
3296          85012                 Condominium                         110400              20060701
3297          63104                 2-4 Family                           71750              20060701
3298          89130                 Condominium                         172000              20060701
3299          94805                 Single Family                       372000              20060801
3300          34747                 PUD                                 360000              20060701
3301          55634                 Single Family                       328313              20060701
3302          75034                 PUD                                 233120              20060801
3303          80221                 Single Family                       113200              20060701
3304          78244                 Single Family                       115300              20060801
3305          80017                 Condominium                         176800              20060701
3306          43229                 Single Family                       120000              20060701
3307          20164                 Condominium                         223120              20060701
3308          33614                 Single Family                       157500              20060701
3309          95127                 Single Family                       502400              20060801
3310          29169                 Single Family                       184800              20060801
3311          63104                 2-4 Family                           71750              20060701
3312          80110                 Single Family                       158320              20060801
3313          77073                 PUD                                  84742              20060701
3314          77073                 Single Family                        87742              20060701
3315          84020                 Single Family                       364000              20060701
3316          92530                 Single Family                       220000              20060701
3317          28205                 Single Family                        96000              20060701
3318          85228                 Single Family                       162391              20060601
3319          85747                 PUD                                 133196              20060701
3320          34474                 PUD                                 142320              20060801
3321          32258                 PUD                                 201488              20060701
3322          33025                 PUD                                 288000              20060801
3323          55016                 Condominium                         149600              20060801
3324          7036                  2-4 Family                          392000              20060801
3325          85379                 PUD                                 200000              20060801
3326          30331                 Single Family                       174400              20060801
3327          85258                 Condominium                         244000              20060801
3328          85331                 PUD                                 640000              20060801
3329          32701                 Condominium                          95920              20060801
3330          75249                 Single Family                       184357              20060801
3331          34787                 PUD                                 250000              20060801
3332          55419                 Condominium                         133900              20060801
3333          27606                 2-4 Family                          147920              20060701
3334          21212                 Single Family                       320000              20060701
3335          78501                 Single Family                        89600              20060801
3336          80016                 PUD                                 314380              20060601
3337          89436                 PUD                                 310548              20060601
3338          92040                 Condominium                         239900              20060701
3339          91354                 PUD                                 480000              20060701
3340          86322                 Single Family                       205600              20060701
3341          11901                 Single Family                       227500              20060701
3342          92620                 Single Family                      1500000              20060701
3343          85202                 Townhouse                           110800              20060701
3344          20853                 PUD                                 400000              20060701
3345          89149                 Condominium                         162400              20060701
3346          3301                  Condominium                         116400              20060701
3347          98203                 Single Family                       204000              20060701
3348          92562                 Single Family                       639200              20060701
3349          32701                 Condominium                         147520              20060701
3350          33149                 Condominium                         544000              20060701
3351          19446                 Condominium                         148500              20060701
3352          27610                 PUD                                86130.8              20060701
3353          85031                 Single Family                       135200              20060701
3354          85387                 PUD                                 330000              20060801
3355          7018                  Single Family                       292000              20060701
3356          91436                 Single Family                       783200              20050601
3357          66605                 Single Family                       108320              20050601
3358          90275                 Single Family                       760000              20050701
3359          75007                 PUD                                 194250              20060801
3360          85388                 PUD                                 329850              20060701
3361          33301                 Condominium                         791000              20060801
3362          83328                 2-4 Family                          119480              20060801
3363          30680                 PUD                                 120000              20060801
3364          77450                 PUD                                 293450              20060801
3365          2655                  Single Family                      1200000              20060801
3366          37064                 Single Family                       111158              20060701
3367          22974                 Single Family                       355750              20060701
3368          48224                 Single Family                        87500              20060701
3369          48205                 Single Family                        93800              20060701
3370          30326                 Condominium                         287100              20060701
3371          28562                 PUD                                 279200              20060701
3372          33647                 PUD                                 275840              20060801
3373          30327                 Condominium                         120000              20060801
3374          30326                 Condominium                         338300              20060701
3375          85938                 Single Family                        89600              20060801
3376          30016                 Single Family                       127200              20060801
3377          74012                 Single Family                        89600              20060701
3378          94526                 PUD                                 720000              20060701
3379          93536                 Single Family                       589200              20060801
3380          20743                 Single Family                       141600              20060801
3381          76706                 Single Family                       118192              20060801
3382          8232                  2-4 Family                          200000              20060701
3383          33325                 Condominium                         205520              20060701
3384          75078                 PUD                                 460800              20060701
3385          22041                 Single Family                       616000              20060801
3386          30297                 Single Family                        75200              20060701
3387          76706                 Single Family                       109695              20060801
3388          34786                 PUD                                 360800              20060801
3389          33181                 Single Family                       956250              20060701
3390          30060                 Single Family                       124000              20060701
3391          30331                 PUD                                 142392              20060701
3392          11590                 Single Family                       360000              20060801
3393          84020                 Single Family                       639200              20060801
3394          78666                 PUD                                  97725              20060801
3395          94116                 Townhouse                           560000              20060801
3396          76549                 2-4 Family                          124400              20060701
3397          75068                 PUD                                 172150              20060801
3398          31757                 Single Family                       120800              20060801
3399          32175                 Single Family                       191250              20060801
3400          80015                 Single Family                       152467              20060801
3401          32164                 Single Family                       213750              20060801
3402          33025                 Condominium                         183864              20060701
3403          90403                 Condominium                         900000              20060801
3404          33063                 Condominium                         127920              20060701
3405          92505                 Single Family                       368000              20060801
3406          92311                 2-4 Family                          129500              20060701
3407          92264                 Condominium                         148000              20050901
3408          34747                 Condominium                         136425              20060101
3409          20769                 Single Family                       538465              20060701
3410          23015                 Single Family                       164000              20051001
3411          20707                 PUD                                 674687              20060701
3412          85254                 Single Family                       412000              20060801
3413          60647                 Single Family                      1106250              20060801
3414          61520                 Single Family                        50001              20060701
3415          29205                 Townhouse                            43605              20060701
3416          37922                 Single Family                      1448850              20060701
3417          8534                  Single Family                       304800              20060801
3418          20877                 Condominium                         331712              20060601
3419          48377                 Condominium                         126966              20060701
3420          89060                 Single Family                       400000              20060701
3421          95828                 Single Family                       264000              20060701
3422          89146                 Single Family                       483000              20060701
3423          89129                 Single Family                       356250              20060701
3424          48221                 Single Family                       101500              20060701
3425          84111                 Single Family                       122500              20060701
3426          84111                 2-4 Family                          122500              20060701
3427          43204                 Single Family                        71160              20060701
3428          34145                 Single Family                      1000000              20060801
3429          7107                  2-4 Family                          260000              20060701
3430          92563                 Single Family                       476000              20060701
3431          63118                 2-4 Family                           90000              20060701
3432          60411                 Single Family                        75920              20060701
3433          94550                 Single Family                       441600              20060601
3434          92679                 PUD                                 457500              20060701
3435          96821                 Single Family                      1425000              20060801
3436          29582                 Condominium                         138792              20060601
3437          92562                 Single Family                       486500              20060701
3438          94513                 Single Family                       824106              20060801
3439          85257                 Condominium                         168000              20060801
3440          94127                 Single Family                       846400              20060801
3441          75208                 Single Family                       156000              20060801
3442          60153                 Single Family                        99000              20060201
3443          32824                 PUD                                 280852              20060701
3444          37206                 2-4 Family                          123675              20060501
3445          32738                 Single Family                       247050              20060601
3446          36535                 Single Family                       112195              20060601
3447          33567                 PUD                                 174900              20060601
3448          32822                 PUD                                 134400              20060601
3449          32068                 PUD                                 134720              20060601
3450          32137                 PUD                                 225700              20060701
3451          32828                 Single Family                       195920              20060701
3452          87124                 PUD                                 273752              20060701
3453          32808                 Single Family                       148000              20060701
3454          84043                 Single Family                       131250              20060701
3455          29212                 Single Family                       140720              20060801
3456          60645                 Condominium                         123750              20060701
3457          80017                 Condominium                         176800              20060701
3458          60435                 Single Family                       124000              20060801
3459          19702                 Condominium                         107120              20060701
3460          89148                 PUD                                 880000              20060701
3461          19145                 Single Family                        59136              20060801
3462          32034                 PUD                                 266800              20060701
3463          7644                  Single Family                       334000              20060701
3464          75224                 Single Family                       107093              20060801
3465          97369                 PUD                                 352425              20060701
3466          43110                 PUD                                 119852              20060701
3467          90292                 Condominium                         569600              20060701
3468          33470                 Single Family                       184000              20060701
3469          21211                 Single Family                       113300              20060801
3470          33063                 Condominium                         119120              20060701
3471          55328                 Single Family                       367100              20060701
3472          34135                 PUD                                 285040              20060801
3473          32828                 PUD                                 194432              20060801
3474          80204                 2-4 Family                          210000              20060701
3475          89502                 Condominium                         123600              20060701
3476          89139                 PUD                                 791907              20060701
3477          85353                 PUD                                 187988              20060701
3478          98168                 Single Family                       144000              20060701
3479          1571                  Single Family                       174000              20060701
3480          85297                 PUD                                 232300              20060801
3481          92881                 PUD                                1106250              20060701
3482          33325                 Condominium                         161920              20060701
3483          23231                 Single Family                        97850              20060701
3484          78610                 PUD                                 155250              20060701
3485          89113                 Condominium                         189150              20060701
3486          80537                 2-4 Family                           78750              20060801
3487          38122                 Single Family                        55200              20060701
3488          48322                 Single Family                       138750              20060701
3489          60428                 Single Family                        63000              20060701
3490          85033                 Condominium                         140000              20060701
3491          75206                 Townhouse                           333000              20060701
3492          30349                 PUD                                 150000              20060701
3493          91436                 Single Family                      1000000              20060801
3494          85243                 PUD                                 173311              20060701
3495          85243                 Single Family                       234238              20060701
3496          98607                 Single Family                       560000              20060801
3497          95822                 Single Family                       224000              20060801
3498          48180                 Single Family                        61950              20060801
3499          85048                 Condominium                         158800              20060701
3500          85048                 Condominium                         155200              20060701
3501          48034                 Single Family                       400000              20060701
3502          63129                 Single Family                        71500              20060701
3503          34668                 Single Family                       120320              20060701
3504          33569                 Single Family                       192000              20060701
3505          34606                 Single Family                       145600              20060701
3506          29406                 Single Family                        60000              20060701
3507          75062                 PUD                                 116081              20060701
3508          84010                 Single Family                       150400              20060701
3509          95757                 Single Family                       496000              20060701
3510          1757                  Single Family                       230000              20060701
3511          97477                 Single Family                       172800              20060701
3512          23228                 Condominium                          96999              20060701
3513          76574                 Single Family                       120000              20060801
3514          85222                 Single Family                       128000              20060801
3515          45680                 Single Family                        71200              20060701
3516          7104                  2-4 Family                          279300              20060601
3517          33605                 Single Family                       120000              20060701
3518          85242                 PUD                                 181284              20060701
3519          30252                 Single Family                       150320              20060701
3520          32503                 PUD                                 120700              20051101
3521          33042                 Single Family                       464362              20060101
3522          98273                 2-4 Family                          244800              20051201
3523          32548                 Condominium                          89950              20060701
3524          23669                 Single Family                        82500              20060701
3525          84093                 Single Family                       492000              20060801
3526          55103                 Single Family                       114000              20060801
3527          75034                 PUD                                 320000              20060701
3528          70714                 2-4 Family                          135920              20060701
3529          75227                 Single Family                        38100              20060701
3530          76065                 2-4 Family                          175920              20060801
3531          76065                 2-4 Family                          175920              20060801
3532          34769                 PUD                                 167200              20060701
3533          76065                 2-4 Family                          175920              20060801
3534          92374                 Single Family                       324000              20060701
3535          55104                 2-4 Family                          181300              20060801
3536          89178                 PUD                                 239043              20060701
3537          21113                 PUD                                 272000              20060801
3538          92663                 Condominium                        1000000              20060701
3539          33782                 Single Family                       244000              20060701
3540          93292                 Single Family                       184000              20060701
3541          85296                 Single Family                       484000              20060701
3542          92251                 2-4 Family                          204000              20060701
3543          48021                 Single Family                        64080              20060701
3544          80212                 Single Family                       189000              20060701
3545          91739                 Single Family                       945000              20060701
3546          85641                 Single Family                       380000              20060801
3547          91763                 Single Family                       341600              20060701
3548          32907                 Single Family                       154400              20060701
3549          34608                 Single Family                       106400              20060701
3550          30058                 Single Family                        96000              20060701
3551          33767                 Single Family                      1000000              20060701
3552          30040                 Single Family                       180254              20060701
3553          30316                 Single Family                       184000              20060701
3554          30318                 2-4 Family                          149730              20060701
3555          80534                 Single Family                       120000              20060701
3556          98107                 Single Family                       396000              20060701
3557          76008                 Single Family                       534400              20060701
3558          33604                 2-4 Family                          101200              20060701
3559          23237                 Single Family                       192000              20060701
3560          95210                 2-4 Family                          372000              20060701
3561          33558                 Single Family                       148000              20060701
3562          20710                 Single Family                       244000              20060701
3563          48224                 2-4 Family                           76000              20060701
3564          20874                 PUD                                 268000              20060801
3565          34286                 Single Family                       198000              20060801
3566          97701                 Single Family                       253600              20060701
3567          33143                 Condominium                         160900              20060701
3568          73072                 PUD                                 604500              20060801
3569          33037                 Condominium                        1000000              20060701
3570          33881                 Condominium                          84000              20060701
3571          93535                 Single Family                       221520              20060601
3572          85249                 PUD                                 304000              20060801
3573          20744                 Single Family                       300000              20060701
3574          88201                 Single Family                        72000              20060701
3575          93702                 Single Family                       149600              20060701
3576          95358                 Single Family                       322800              20060701
3577          30331                 PUD                                 159512              20060701
3578          33647                 PUD                                 302150              20060701
3579          63011                 Single Family                       226400              20060701
3580          75214                 Single Family                       209600              20060701
3581          30291                 Townhouse                           105512              20060701
3582          30291                 PUD                                 117912              20060701
3583          55330                 Single Family                       162000              20060701
3584          30291                 PUD                                 119512              20060701
3585          85710                 Single Family                       128000              20060701
3586          89107                 Single Family                       204000              20060801
3587          91411                 Single Family                       386250              20060701
3588          95838                 Single Family                       307900              20060701
3589          85017                 Single Family                       156000              20060801
3590          92301                 Single Family                       216300              20060701
3591          33063                 Condominium                         133520              20060701
3592          30016                 PUD                                 127992              20060701
3593          85268                 Single Family                       460000              20060801
3594          33183                 Condominium                         167200              20060701
3595          7206                  2-4 Family                          277600              20060701
3596          84098                 Single Family                      1162500              20060701
3597          60586                 Single Family                       188000              20060701
3598          75496                 Single Family                       119920              20060701
3599          18324                 PUD                                 155200              20060701
3600          20194                 PUD                                 351200              20060701
3601          80204                 Single Family                        64800              20060701
3602          7060                  2-4 Family                          344000              20060701
3603          60605                 Condominium                         387750              20060701
3604          89122                 PUD                                 213750              20060701
3605          43612                 Single Family                        75000              20060701
3606          78258                 PUD                                 238770              20060701
3607          43207                 Single Family                       116000              20060701
3608          23221                 Condominium                         151600              20060801
3609          85262                 PUD                                1425000              20060801
3610          95111                 Condominium                         301600              20060701
3611          55303                 2-4 Family                          215200              20060701
3612          89032                 Single Family                       202500              20060801
3613          84098                 Single Family                      1212750              20060701
3614          78249                 PUD                                  86000              20060801
3615          33810                 PUD                                 161250              20060701
3616          87112                 Single Family                       119200              20060701
3617          85345                 Single Family                       172900              20060801
3618          90011                 2-4 Family                          440000              20060801
3619          44302                 2-4 Family                           60200              20060801
3620          30115                 Single Family                       163760              20060701
3621          77382                 PUD                                  88500              20060801
3622          33908                 PUD                                 350800              20060801
3623          97266                 Single Family                       153600              20060701
3624          85339                 PUD                                 194115              20060701
3625          20743                 Single Family                       176250              20060701
3626          80129                 Single Family                        91700              20060701
3627          78212                 2-4 Family                           88000              20060701
3628          85224                 PUD                                 162400              20060701
3629          97701                 Single Family                       262764              20060801
3630          92592                 PUD                                 348500              20060701
3631          85339                 PUD                                 263200              20060701
3632          90002                 2-4 Family                          412500              20060701
3633          89032                 Single Family                       115500              20060801
3634          20743                 Single Family                       230400              20060801
3635          20748                 Single Family                       260000              20060701
3636          78268                 2-4 Family                           56437              20060801
3637          60194                 Single Family                       228000              20060801
3638          20785                 Single Family                       142400              20060801
3639          98023                 Single Family                       190462              20060701
3640          21798                 PUD                                 393820              20060801
3641          95377                 Single Family                       528000              20060701
3642          33444                 2-4 Family                          540000              20060801
3643          80022                 PUD                                 244100              20060701
3644          85020                 PUD                                 559920              20060701
3645          89149                 PUD                                 474392              20060701
3646          89149                 PUD                                 499992              20060701
3647          89149                 PUD                                 487192              20060701
3648          32808                 Single Family                       104000              20060701
3649          89052                 PUD                                 450000              20060701
3650          89015                 Single Family                       280500              20060701
3651          89052                 PUD                                 222000              20060801
3652          85020                 Condominium                         160000              20060701
3653          84088                 Single Family                       179200              20060601
3654          85007                 2-4 Family                          185500              20060601
3655          85233                 PUD                                 276000              20060701
3656          28110                 PUD                                 118400              20060701
3657          75126                 Single Family                       123644              20060701
3658          89147                 Single Family                       238400              20060701
3659          60411                 Single Family                        92000              20060701
3660          29681                 PUD                                 156400              20060701
3661          29680                 PUD                                 145600              20060701
3662          89081                 PUD                                 262500              20060701
3663          89109                 Condominium                         500000              20060801
3664          75402                 PUD                                 106280              20060701
3665          23607                 Single Family                       120000              20060801
3666          22712                 PUD                                 372000              20060801
3667          60102                 Condominium                         157016              20060501
3668          75402                 PUD                                 105455              20060701
3669          33009                 PUD                                 340000              20060801
3670          89074                 Condominium                         153500              20060601
3671          97402                 PUD                                 247436              20060701
3672          85339                 Single Family                       236000              20060701
3673          95391                 Single Family                       531100              20060701
3674          48118                 Single Family                       179492              20060701
3675          77007                 Single Family                       141768              20060701
3676          20112                 PUD                                 519950              20060701
3677          48180                 Single Family                       101500              20060701
3678          23223                 Single Family                       148125              20060801
3679          78233                 Single Family                        63920              20060701
3680          23702                 2-4 Family                          148000              20060701
3681          77057                 Condominium                         600000              20060801
3682          35758                 PUD                                 145600              20060701
3683          80206                 Single Family                       328000              20060801
3684          32828                 PUD                                 200720              20060701
3685          89044                 PUD                                 373647              20060701
3686          32819                 Condominium                         193080              20060701
3687          75204                 Condominium                          79450              20060701
3688          80123                 Single Family                       170250              20060701
3689          33909                 Single Family                       298400              20060701
3690          77040                 PUD                                  92800              20060701
3691          45760                 Single Family                        56000              20060701
3692          23464                 Townhouse                           231920              20060701
3693          33624                 Condominium                         160392              20060701
3694          66102                 Single Family                        92250              20060801
3695          77550                 Single Family                       256800              20060801
3696          85339                 PUD                                 356250              20060701
3697          85232                 Single Family                       184444              20060701
3698          85201                 Condominium                          87992              20060701
3699          84109                 Single Family                       156450              20060701
3700          93241                 Single Family                       184000              20060701
3701          89106                 Single Family                       135000              20060701
3702          32206                 2-4 Family                          100500              20060701
3703          85706                 Single Family                        98000              20060701
3704          83651                 PUD                                 131250              20060801
3705          78741                 2-4 Family                          122500              20060701
3706          92508                 Single Family                       520160              20060701
3707          80014                 Single Family                       148000              20060701
3708          89081                 PUD                                 238400              20060701
3709          34286                 Single Family                       198650              20060701
3710          23234                 Single Family                       100800              20060501
3711          22015                 PUD                                 331200              20060601
3712          32819                 Condominium                         171507              20060701
3713          37771                 Single Family                        57600              20060601
3714          33612                 Single Family                        88900              20060701
3715          30034                 Single Family                       124000              20060601
3716          75228                 2-4 Family                           70000              20060701
3717          80233                 Single Family                       154000              20060701
3718          20020                 Condominium                         116000              20060801
3719          30349                 Single Family                        93750              20060701
3720          19146                 Single Family                        67500              20060701
3721          63136                 Single Family                        68000              20060601
3722          20904                 Single Family                       352000              20060701
3723          60617                 2-4 Family                          155200              20060601
3724          22193                 Townhouse                           220000              20060601
3725          1841                  2-4 Family                          208000              20060701
3726          37642                 Single Family                       140000              20060601
3727          32832                 Condominium                         179350              20060601
3728          34990                 PUD                                 300000              20060601
3729          92551                 Single Family                       289800              20060701
3730          34786                 Single Family                       360000              20060801
3731          20110                 PUD                                 287200              20060601
3732          95648                 Single Family                       141319              20060701
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3734          98332                 Single Family                       264000              20060701
3735          89130                 Single Family                       295200              20060701
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3737          2532                  Single Family                       280000              20060601
3738          20020                 2-4 Family                          360000              20060601
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3740          60634                 Single Family                       255200              20060701
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3742          21037                 Single Family                       300000              20060601
3743          98112                 Condominium                         320000              20060701
3744          18201                 2-4 Family                           97500              20060701
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3746          77429                 PUD                                 132300              20060701
3747          21207                 Single Family                       232000              20060701
3748          60609                 Single Family                        81600              20060601
3749          55411                 Single Family                       244000              20060601
3750          8753                  Single Family                       236000              20060701
3751          80122                 PUD                                 860000              20060701
3752          32503                 Single Family                       940000              20060701
3753          32824                 PUD                                 231300              20060701
3754          60585                 PUD                                 318391              20060801
3755          85018                 Single Family                       960000              20060701
3756          85705                 2-4 Family                          109360              20060801
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3760          92220                 Single Family                       375000              20060701
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3762          30014                 PUD                                 109199              20060701
3763          48071                 Single Family                        91200              20060701
3764          85033                 Single Family                       138750              20060701
3765          94506                 PUD                                 990750              20060701
3766          93543                 Single Family                       256000              20060701
3767          85353                 PUD                                 198975              20060701
3768          85382                 PUD                                 191200              20060701
3769          21849                 Single Family                       128000              20060801
3770          89011                 2-4 Family                          285000              20060701
3771          93021                 PUD                                1387499              20060701
3772          7724                  CO-OP                                88500              20060701
3773          45236                 2-4 Family                           90000              20060701
3774          20155                 Condominium                         169600              20060701
3775          78239                 Single Family                        42000              20060701
3776          98632                 Single Family                        72800              20060801
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3782          1752                  Condominium                         259900              20060701
3783          8401                  Single Family                       118400              20060701
3784          18031                 PUD                                 256740              20060701
3785          75070                 PUD                                 184800              20060701
3786          8260                  2-4 Family                          620000              20060701
3787          27514                 Condominium                          78400              20060701
3788          85035                 Single Family                       150000              20060701
3789          2145                  Single Family                       288000              20060801
3790          30349                 Single Family                       112500              20060701
3791          7307                  2-4 Family                          419200              20060701
3792          76087                 PUD                                 327200              20060801
3793          76087                 Single Family                       316800              20060801
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3795          30189                 PUD                                 147600              20060701
3796          85017                 Single Family                       116250              20060701
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3798          84093                 Single Family                       265600              20060701
3799          91306                 Single Family                       417000              20060701
3800          20769                 PUD                                 673270              20060801
3801          18031                 Single Family                       258352              20060701
3802          48126                 Single Family                        77000              20060701
3803          21222                 Single Family                       132000              20060701
3804          85326                 PUD                                 412270              20060701
3805          85018                 Single Family                       596000              20060701
3806          19352                 PUD                                 410662              20060701
3807          34135                 PUD                                 290640              20060801
3808          34135                 PUD                                 285040              20060801
3809          34135                 PUD                                 285040              20060801
3810          77006                 Condominium                         337950              20060701
3811          89052                 Single Family                       300750              20060701
3812          93535                 Single Family                       196000              20060801
3813          86301                 Single Family                       440000              20060801
3814          85085                 PUD                                 264000              20060701
3815          98405                 Single Family                       192000              20060701
3816          92563                 Single Family                       411510              20060701
3817          34743                 Single Family                       175000              20060601
3818          30331                 Single Family                       100000              20060601
3819          35749                 2-4 Family                           54375              20060601
3820          32904                 Single Family                       143200              20060601
3821          89122                 Single Family                       183000              20060701
3822          32822                 PUD                                 149600              20060601
3823          30088                 PUD                                  68000              20060601
3824          30349                 Single Family                       110000              20060601
3825          33174                 Condominium                         150400              20060601
3826          94706                 Single Family                       600000              20060701
3827          33433                 Single Family                       273750              20060601
3828          20774                 Condominium                         152000              20060601
3829          30223                 Single Family                       135000              20060601
3830          85009                 Single Family                        90000              20060701
3831          85225                 PUD                                 207920              20060701
3832          32036                 Single Family                       199500              20060701
3833          32136                 Townhouse                           232500              20060701
3834          23112                 Single Family                       161000              20060701
3835          76118                 Single Family                       112800              20060801
3836          30101                 Townhouse                           116000              20060701
3837          30101                 Single Family                       116000              20060701
3838          60175                 PUD                                 280000              20060701
3839          32779                 PUD                                 219200              20060701
3840          21244                 Single Family                       417000              20060601
3841          28262                 Single Family                        81700              20060701
3842          75218                 Single Family                       317600              20060701
3843          89109                 Single Family                       239920              20060801
3844          34288                 Single Family                       198000              20060701
3845          63034                 Single Family                       240000              20060701
3846          95206                 Single Family                       313600              20060701
3847          33880                 Single Family                       183200              20060801
3848          48188                 Condominium                         168312              20060701
3849          85747                 PUD                                 155032              20060801
3850          80917                 Single Family                       140000              20060801
3851          55076                 Single Family                       152000              20060701
3852          28208                 PUD                                 181635              20060701
3853          90814                 2-4 Family                          870000              20060701
3854          36542                 Condominium                         412500              20060701
3855          75070                 Single Family                       145600              20060701
3856          32826                 Single Family                       202400              20060701
3857          7055                  2-4 Family                          340000              20060701
3858          18031                 PUD                                 258445              20060701
3859          45245                 Single Family                       102750              20060701
3860          89031                 Single Family                       338400              20060701
3861          32208                 Single Family                        77625              20060701
3862          28104                 PUD                                 163000              20060701
3863          31410                 Condominium                         127488              20060601
3864          40509                 Single Family                       399200              20060701
3865          84106                 Single Family                       378000              20060701
3866          80224                 Single Family                       320000              20060701
3867          18031                 Single Family                       270846              20060801
3868          28642                 Single Family                        40000              20060701
3869          20871                 PUD                                 728400              20060701
3870          85024                 Condominium                         131200              20060701
3871          36542                 Condominium                         293520              20060701
3872          21239                 Townhouse                            73840              20060801
3873          78681                 PUD                                 198250              20060701
3874          92562                 PUD                                 476000              20060701
3875          92563                 Single Family                       475300              20060701
3876          85233                 PUD                                 232000              20060701
3877          85239                 Single Family                       236523              20060701
3878          85239                 PUD                                 256280              20060701
3879          80124                 Single Family                       170800              20060701
3880          76108                 PUD                                 386250              20060701
3881          21801                 Single Family                       160000              20060701
3882          93551                 Single Family                       340000              20060701
3883          92706                 Single Family                       524000              20060701
3884          85239                 PUD                                 198336              20060701
3885          85002                 Single Family                       326250              20060701
3886          85937                 Single Family                       177750              20060701
3887          85205                 Single Family                       228750              20060701
3888          30078                 Condominium                          96750              20060701
3889          8080                  Single Family                       201880              20060701
3890          78109                 PUD                                 127776              20060701
3891          32164                 PUD                                 230400              20060601
3892          32962                 Single Family                        92800              20060701
3893          20109                 Condominium                         232000              20060701
3894          92545                 Single Family                       233600              20060701
3895          92555                 PUD                                 374300              20060701
3896          84118                 Single Family                       151900              20060701
3897          95758                 Single Family                       312000              20060701
3898          85310                 PUD                                 510101              20060701
3899          84015                 Single Family                        97600              20060701
3900          85006                 Single Family                       209600              20060801
3901          80831                 PUD                                 213600              20060701
3902          33917                 Single Family                       640000              20060701
3903          80017                 Condominium                         176800              20060701
3904          1524                  Single Family                       605000              20060701
3905          63123                 Single Family                       104000              20060701
3906          89044                 PUD                                 364587              20060701
3907          33544                 Single Family                       208964              20060801
3908          75238                 Single Family                       150400              20060701
3909          44138                 PUD                                 155136              20060701
3910          32818                 Single Family                       158760              20060701
3911          89108                 Single Family                       520000              20060701
3912          80013                 PUD                                 302400              20060701
3913          20164                 Single Family                       379920              20060701
3914          92663                 Condominium                         352000              20060701
3915          55021                 Single Family                       199940              20060701
3916          85374                 PUD                                 115360              20060701
3917          95223                 PUD                                 172000              20060601
3918          22026                 Townhouse                           217600              20060701
3919          89156                 Single Family                       169071              20060401
3920          85232                 PUD                                 222628              20060701
3921          93726                 Single Family                       200000              20060701
3922          21216                 Single Family                        67200              20060701
3923          3246                  Single Family                       231000              20060701
3924          21401                 Condominium                         296100              20060801
3925          21223                 2-4 Family                           45350              20060801
3926          22204                 Condominium                         492000              20060701
3927          20155                 PUD                                 571950              20060701
3928          63137                 Single Family                        76800              20060701
3929          84041                 Single Family                       204000              20060801
3930          20147                 PUD                                 445600              20060801
3931          98632                 Single Family                       133500              20060801
3932          20781                 PUD                                 286400              20060801
3933          89044                 PUD                                 284453              20060801
3934          32060                 Single Family                       143200              20060801
3935          80904                 Single Family                       108000              20060801
3936          18018                 Single Family                       100000              20060801
3937          80013                 Single Family                       215920              20060801
3938          76227                 PUD                                 128000              20060701
3939          80920                 Single Family                       157520              20060801
3940          80920                 2-4 Family                          216000              20060801
3941          95662                 Single Family                       719200              20060801
3942          91764                 Single Family                       312000              20060801
3943          76131                 PUD                                 109000              20060801
3944          30238                 Single Family                       102399              20060701
3945          60629                 Single Family                       132400              20060701
3946          33909                 Single Family                       300000              20060801
3947          77301                 Single Family                        80800              20060701
3948          33936                 Single Family                       242400              20060801
3949          55411                 2-4 Family                          175000              20060701
3950          75035                 PUD                                 262500              20060801
3951          75454                 PUD                                 102500              20060801
3952          80016                 PUD                                 744550              20060801
3953          75034                 PUD                                 239250              20060801
3954          85224                 Condominium                         127500              20060801
3955          91316                 Single Family                       388000              20060801
3956          89108                 Single Family                       200000              20060701
3957          48315                 Single Family                       324800              20060701
3958          75243                 Single Family                       116900              20060701
3959          89101                 Single Family                       138750              20060701
3960          75160                 Single Family                        71600              20060701
3961          85043                 PUD                                 201600              20060801
3962          80234                 PUD                                 128000              20060701
3963          30094                 Single Family                        80000              20060701
3964          95610                 Single Family                       385600              20060701
3965          89109                 PUD                                1237500              20060701
3966          85239                 PUD                                 172800              20060701
3967          85017                 Single Family                       148000              20060701
3968          85016                 Single Family                       137600              20060701
3969          95758                 PUD                                 322350              20060801
3970          85041                 PUD                                 259200              20060701
3971          85021                 Single Family                       457600              20060701
3972          84118                 Single Family                        94500              20060601
3973          2066                  Single Family                       192000              20060701
3974          48097                 Single Family                        70700              20060701
3975          46239                 PUD                                  80535              20060701
3976          46217                 PUD                                  69095              20060701
3977          46239                 PUD                                  76014              20060701
3978          30316                 Single Family                       188000              20060701
3979          92056                 Single Family                       376000              20060701
3980          21740                 Single Family                        72800              20060701
3981          28412                 PUD                                 199920              20060701
3982          44074                 Single Family                       116000              20060701
3983          32827                 PUD                                 257270              20060801
3984          85017                 Single Family                       141750              20060701
3985          33896                 Condominium                         201675              20060701
3986          77031                 PUD                                  97200              20060701
3987          21076                 Townhouse                           336640              20060701
3988          20002                 Single Family                       320000              20060701
3989          33460                 Single Family                       192000              20060701
3990          80233                 Single Family                       138400              20060701
3991          70607                 Single Family                       154400              20060701
3992          23060                 Townhouse                           249872              20060701
3993          30252                 Single Family                       156000              20060701
3994          32955                 Condominium                         136500              20060601
3995          30066                 Single Family                       136000              20060701
3996          48036                 Single Family                        64000              20060701
3997          98498                 Single Family                       144000              20060601
3998          21117                 PUD                                 469750              20060701
3999          33175                 Single Family                       247200              20060701
4000          21655                 Single Family                       232500              20060801
4001          20720                 Townhouse                           326400              20060701
4002          30101                 Single Family                       104000              20060701
4003          30324                 PUD                                 612000              20060701
4004          89143                 PUD                                 639200              20060801
4005          12206                 2-4 Family                          165000              20060801
4006          77006                 Condominium                         467200              20060801
4007          77006                 Condominium                         464000              20060801
4008          19960                 Single Family                       135900              20060701
4009          2062                  Single Family                       328000              20060701
4010          80921                 PUD                                 327357              20060701
4011          6604                  2-4 Family                          344000              20060701
4012          30127                 PUD                                 106400              20060701
4013          30213                 PUD                                 163632              20060601
4014          30127                 PUD                                 207702              20060601
4015          45309                 Single Family                       114730              20060701
4016          78251                 PUD                                 120000              20060701
4017          30132                 PUD                                 117600              20060601
4018          30135                 PUD                                 139040              20060601
4019          22960                 PUD                                 299950              20060801
4020          97214                 2-4 Family                          449900              20060701
4021          23114                 PUD                                 413350              20060101
4022          2062                  Single Family                       552500              20060601
4023          80528                 PUD                                 452200              20060501
4024          91001                 Single Family                       561600              20060401
4025          20833                 Single Family                       481200              20060601
4026          89015                 PUD                                 500706              20060401
4027          92782                 Condominium                         480217              20060501
4028          90004                 2-4 Family                          877500              20060401
4029          11420                 2-4 Family                          576000              20060601
4030          7302                  Condominium                         688000              20060601
4031          90038                 2-4 Family                          696000              20060501
4032          10069                 Condominium                         900000              20060501
4033          90023                 2-4 Family                          296000              20060401
4034          63005                 PUD                                 505000              20060601
4035          91104                 2-4 Family                          630000              20060601
4036          91011                 Single Family                       650000              20060501
4037          89147                 PUD                                 333000              20060201
4038          32407                 Condominium                         222800              20050801
4039          33496                 Single Family                      1254000              20060501
4040          30324                 Single Family                       424000              20060501
4041          33326                 PUD                                 469000              20060601
4042          93105                 Single Family                       825000              20060601
4043          90036                 Single Family                       910000              20060601
4044          92663                 Single Family                      1120000              20060501
4045          91342                 Single Family                       430400              20060601
4046          36542                 Condominium                         507500              20060501
4047          33158                 Single Family                       480106              20060501
4048          91352                 Single Family                       479200              20060601
4049          20176                 Single Family                       650000              20060601
4050          91342                 Single Family                       455700              20060501
4051          91007                 Single Family                       825000              20060601
4052          92808                 Single Family                       520000              20060601
4053          94547                 PUD                                 480000              20060601
4054          92708                 PUD                                 885000              20060601
4055          93030                 Single Family                       488000              20060501
4056          6611                  Single Family                       640000              20060601
4057          84065                 Single Family                       584640              20060501
4058          92806                 Single Family                       491200              20060101
4059          92127                 PUD                                 832000              20060601
4060          32541                 Single Family                       565000              20060601
4061          91776                 Single Family                       605000              20060501
4062          94513                 PUD                                 472000              20060601
4063          89138                 PUD                                 435000              20060201
4064          93726                 Single Family                       188000              20060101
4065          92801                 PUD                                 457500              20050901
4066          93110                 Single Family                       984000              20060601
4067          53066                 Single Family                       532000              20060501
4068          93105                 Single Family                       718000              20060601
4069          94598                 Single Family                      1000000              20060601
4070          86404                 PUD                                 840000              20060601
4071          10024                 Condominium                         435000              20060501
4072          93004                 Single Family                       494000              20060201
4073          92130                 Single Family                       510000              20060401
4074          33025                 Condominium                         151760              20060401
4075          80212                 Single Family                       180000              20060201
4076          94513                 Single Family                       620250              20051101
4077          7305                  Condominium                         920000              20060601
4078          95133                 PUD                                 567921              20060601
4079          91791                 Single Family                       428000              20060501
4080          92651                 Single Family                      1500000              20060601
4081          92109                 Single Family                      1300000              20060601
4082          78734                 Single Family                      2100000              20060601
4083          10019                 Condominium                         732000              20060601
4084          92071                 Single Family                       250000              20060101
4085          30024                 PUD                                 180050              20060601
4086          32903                 Townhouse                           223992              20060301
4087          60160                 Single Family                       255000              20060601
4088          80130                 PUD                                 327081              20060601
4089          30087                 Single Family                      1750000              20030401
4090          32966                 PUD                                 353500              20060101
4091          30319                 Single Family                       530000              20060301
4092          60629                 Single Family                       154400              20060701
4093          60634                 Single Family                       271120              20060801
4094          60544                 Single Family                       516000              20060701
4095          60804                 2-4 Family                          239200              20060701
4096          60045                 Single Family                       376000              20060801
4097          60148                 Condominium                         104000              20060701
4098          60527                 Single Family                       520000              20060701
4099          60102                 Single Family                       336000              20060701
4100          60047                 Single Family                       265600              20060701
4101          60515                 Single Family                      1481250              20060701
4102          60544                 Townhouse                           139200              20060801
4103          60070                 Townhouse                           136400              20060801
4104          60401                 Single Family                       324800              20060801
4105          60074                 Townhouse                           204000              20060801
4106          92223                 Single Family                       348740              20060601
4107          43207                 Condominium                          99200              20060701
4108          45065                 Single Family                        86250              20060501
4109          80239                 Single Family                       103280              20060601
4110          99301                 2-4 Family                          127462              20060501
4111          77049                 PUD                                  56500              20060501
4112          83703                 2-4 Family                          204000              20060301
4113          23434                 Condominium                         238528              20060801
4114          28025                 Condominium                          86450              20060801
4115          8730                  Single Family                       412000              20060801
4116          7107                  Condominium                         115920              20060801
4117          19136                 Single Family                       128000              20060801
4118          33810                 Single Family                       168000              20060801
4119          8230                  Single Family                       238400              20060801
4120          30134                 PUD                                 120720              20060801
4121          1760                  Single Family                       268000              20060801
4122          85248                 Single Family                       368000              20060801
4123          23602                 Single Family                       156000              20060801
4124          95215                 Single Family                       218000              20060801
4125          30135                 Single Family                       198740              20060801
4126          34222                 PUD                                 368800              20060801
4127          8753                  Single Family                       231920              20060801
4128          64015                 Single Family                       124000              20060801
4129          19428                 Single Family                       141400              20060801
4130          92253                 Condominium                         559200              20060801
4131          22315                 Townhouse                           448000              20060801
4132          20906                 Single Family                       280000              20060801
4133          80921                 PUD                                 254625              20060801
4134          22306                 Single Family                       443064              20060801
4135          64062                 Single Family                       100800              20060801
4136          33909                 Single Family                       179632              20060801
4137          20783                 Single Family                       372000              20060801
4138          7083                  Single Family                       292000              20060801
4139          85323                 PUD                                 186400              20060801
4140          92780                 PUD                                 292000              20060801
4141          29588                 PUD                                 167950              20060801
4142          2140                  Condominium                         452000              20060801
4143          85253                 PUD                                 200000              20060801
4144          84065                 Single Family                       155170              20060701
4145          89103                 Condominium                         223436              20060801
4146          64506                 PUD                                 404800              20060801
4147          23805                 Single Family                        92760              20060801
4148          30318                 2-4 Family                          240000              20060701
4149          36801                 Single Family                       229040              20060701
4150          30039                 PUD                                 192000              20060701
4151          85023                 Single Family                       122500              20060701
4152          97230                 Single Family                       133400              20060801
4153          94803                 Single Family                       344800              20060701
4154          60506                 2-4 Family                          128000              20060601
4155          76705                 Single Family                        88920              20060701
4156          30228                 Single Family                       118792              20060601
4157          30135                 PUD                                 157400              20060601
4158          92563                 Single Family                       308000              20060601
4159          12308                 2-4 Family                          112000              20060701
4160          80016                 Condominium                         108200              20060701
4161          15010                 Single Family                        89600              20060701
4162          21230                 Townhouse                           198000              20060701
4163          32819                 Condominium                         272064              20060701
4164          89044                 PUD                                 467148              20060701
4165          33981                 Single Family                       159100              20060701
4166          20879                 PUD                                 288000              20060701
4167          77550                 2-4 Family                           99600              20060601
4168          35235                 Townhouse                            72944              20060701
4169          97007                 Single Family                       115980              20060701
4170          89101                 2-4 Family                          262500              20060701
4171          35126                 PUD                                 148000              20060701
4172          52806                 Single Family                        68400              20060801
4173          78258                 PUD                                 173908              20060801
4174          21060                 Single Family                       143500              20060701
4175          72205                 Single Family                       114400              20060701
4176          92201                 Single Family                       240000              20060701
4177          60185                 Single Family                       220000              20060701
4178          30228                 PUD                                 110392              20060601
4179          98632                 Single Family                       195200              20060701
4180          20164                 PUD                                 270000              20060701
4181          80003                 Single Family                       149600              20060701
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4184          85226                 PUD                                 306400              20060701
4185          95843                 Single Family                       287000              20060701
4186          89109                 Single Family                       208500              20060701
4187          85745                 PUD                                 181600              20060701
4188          95621                 Single Family                       231600              20060701
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4190          89436                 PUD                                 224000              20060701
4191          85716                 Single Family                       168750              20060701
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4193          80016                 PUD                                 360000              20060701
4194          92591                 Single Family                       413025              20060801
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4196          34655                 PUD                                 249600              20060701
4197          70301                 2-4 Family                           61600              20060701
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4200          30291                 PUD                                 117950              20060701
4201          84043                 Single Family                       131200              20060701
4202          33411                 PUD                                 254900              20060701
4203          81503                 2-4 Family                          135000              20060701
4204          94509                 Single Family                       325600              20060701
4205          31406                 Single Family                       180000              20060701
4206          77807                 PUD                                 107100              20060701
4207          92563                 Single Family                       448800              20060701
4208          43229                 Single Family                        92800              20060701
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4210          32765                 Townhouse                           170050              20060601
4211          32259                 Condominium                         162600              20060601
4212          85283                 Single Family                       183140              20060701
4213          80124                 Single Family                       868000              20060801
4214          75040                 Single Family                       103600              20060701
4215          55410                 Single Family                       392000              20060701
4216          95485                 PUD                                 184800              20060701
4217          48126                 Single Family                       100000              20060701
4218          75104                 Single Family                        78670              20060701
4219          33313                 2-4 Family                          213675              20060701
4220          93535                 Single Family                       262500              20060701
4221          33993                 Single Family                       281100              20060701
4222          80421                 Single Family                        88000              20060701
4223          77493                 Single Family                       142400              20060701
4224          33063                 Condominium                         187120              20060701
4225          60030                 Single Family                       210000              20060701
4226          33127                 Single Family                       252000              20060701
4227          84067                 Single Family                        97500              20060701
4228          92203                 PUD                                 434286              20060701
4229          76112                 Single Family                       264000              20060601
4230          89131                 Single Family                       300000              20060701
4231          85204                 Single Family                       196000              20060701
4232          55038                 PUD                                 293950              20060701
4233          37323                 Single Family                        79350              20060701
4234          85248                 Condominium                         213685              20060701
4235          21224                 PUD                                 966440              20060701
4236          48375                 Single Family                       324800              20060701
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4238          97266                 Single Family                       150375              20060701
4239          60636                 2-4 Family                          204000              20060801
4240          22630                 Single Family                       512000              20060701
4241          66212                 2-4 Family                          105000              20060801
4242          30294                 Single Family                        90400              20060701
4243          34135                 Condominium                         143250              20060701
4244          85219                 2-4 Family                          216000              20060701
4245          28469                 PUD                                 295900              20060701
4246          33829                 Condominium                         183992              20060701
4247          22191                 PUD                                 475700              20060701
4248          80239                 Single Family                       101250              20060701
4249          86401                 Single Family                       206500              20060701
4250          4101                  2-4 Family                          362000              20060801
4251          78501                 PUD                                 138750              20060801
4252          30135                 PUD                                 183304              20060601
4253          30084                 Condominium                         177600              20060601
4254          85353                 PUD                                 190542              20060701
4255          85205                 PUD                                 160000              20060701
4256          78617                 PUD                                 101452              20060801
4257          30060                 Single Family                       128150              20060701
4258          55047                 Single Family                       960000              20060801
4259          30044                 Single Family                       105600              20060701
4260          8234                  Single Family                       227200              20060701
4261          85222                 PUD                                 204640              20060701
4262          33498                 PUD                                 279920              20060801
4263          85705                 2-4 Family                          160000              20060801
4264          85043                 PUD                                 180000              20060701
4265          7105                  2-4 Family                          320000              20060801
4266          23434                 PUD                                 240000              20060801
4267          4260                  Single Family                       160000              20060801
4268          86406                 Single Family                       343000              20060801
4269          33901                 Single Family                       144000              20060801
4270          19973                 Single Family                       168800              20060801
4271          7657                  Single Family                       325000              20060801
4272          21216                 Single Family                        66500              20060801
4273          21216                 Single Family                        66500              20060801
4274          33909                 Single Family                       208500              20060701
4275          92563                 Single Family                       508000              20060701
4276          92861                 Single Family                      1275000              20060801
4277          32828                 PUD                                 247120              20060801
4278          33909                 Single Family                       127200              20060801
4279          95066                 Single Family                       516000              20060801
4280          33903                 Single Family                       148000              20060801
4281          85205                 Single Family                      1000000              20060801
4282          91737                 Single Family                       512000              20060801
4283          10940                 Single Family                       197600              20060701
4284          7304                  Single Family                       270400              20060801
4285          32003                 PUD                                 291040              20060801
4286          55317                 Condominium                         127200              20060701
4287          10119                 Condominium                         660000              20060801
4288          4064                  Condominium                         100000              20060701
4289          95060                 Single Family                      1500000              20060701
4290          85239                 PUD                                 301200              20060701
4291          23927                 Single Family                        70000              20060701
4292          27614                 PUD                                 120176              20060701
4293          34688                 PUD                                 288000              20060701
4294          8202                  Condominium                         345000              20060701
4295          33178                 Condominium                         207992              20060701
4296          7750                  Condominium                         192000              20060701
4297          94941                 2-4 Family                          962500              20060701
4298          33463                 PUD                                 284000              20060701
4299          7305                  Condominium                         312800              20060801
4300          85373                 PUD                                 301091              20060701
4301          32066                 Single Family                       184000              20060701
4302          23701                 Single Family                       152000              20060801
4303          21229                 Townhouse                            76410              20060801
4304          33411                 Single Family                       237600              20060701
4305          34287                 Single Family                       205600              20060701
4306          85250                 PUD                                 338400              20060701
4307          30115                 Single Family                       108000              20060701
4308          55423                 Single Family                       184000              20060701
4309          34987                 PUD                                 195920              20060801
4310          85396                 PUD                                 566450              20060801
4311          33844                 Single Family                       272000              20060801
4312          8753                  Single Family                       176000              20060801
4313          34431                 Single Family                       140800              20060801
4314          20782                 Single Family                       308000              20060801
4315          85024                 Condominium                         132000              20060701
4316          6824                  Single Family                       691200              20060801
4317          20737                 Single Family                       287920              20060801
4318          85353                 PUD                                 144432              20060701
4319          85353                 PUD                                 141000              20060701
4320          33327                 PUD                                 388000              20060701
4321          48224                 Single Family                        68000              20060801
4322          29572                 Single Family                      2000000              20060701
4323          4473                  Single Family                       172000              20060701
4324          33181                 Single Family                       927500              20060801
4325          34758                 Single Family                       297600              20060701
4326          34746                 Single Family                       300000              20060701
4327          63110                 2-4 Family                          101600              20060701
4328          85016                 Single Family                       189000              20060701
4329          92240                 Single Family                       215920              20060801
4330          85239                 PUD                                 281000              20060801
4331          65706                 Single Family                       109040              20060801
4332          85303                 Single Family                       108000              20060701
4333          7747                  2-4 Family                          255440              20060701
4334          85283                 Single Family                       223200              20060701
4335          30310                 Single Family                       256000              20060701
4336          22026                 PUD                                 372000              20060701
4337          85033                 PUD                                 168000              20060701
4338          76063                 PUD                                 109600              20060801
4339          33971                 Single Family                       198000              20060701
4340          32771                 PUD                                 410868              20060701
4341          91343                 Single Family                       512000              20060701
4342          92040                 Condominium                         158000              20060701
4343          89131                 Single Family                       230880              20060701
4344          90660                 Single Family                       377600              20060701
4345          20754                 Single Family                       675000              20060701
4346          8701                  Condominium                         188800              20060701
4347          98229                 PUD                                 158400              20060701
4348          8638                  Single Family                       122400              20060701
4349          15330                 Single Family                       206000              20060701
4350          55901                 2-4 Family                          197760              20060701
4351          27614                 PUD                                  95316              20060701
4352          94592                 Single Family                       598324              20060701
4353          85242                 PUD                                 209063              20060701
4354          85262                 PUD                                 937500              20060701
4355          11968                 Single Family                       900000              20060701
4356          33414                 Condominium                         247920              20060701
4357          85345                 Single Family                       202320              20060701
4358          85035                 Single Family                       180000              20060701
4359          33612                 Single Family                       106800              20060701
4360          78521                 Single Family                       152000              20060701
4361          85388                 PUD                                 188000              20060701
4362          85029                 Condominium                          93187              20060701
4363          91801                 Condominium                         368000              20060701
4364          33131                 Condominium                         312000              20060701
4365          1520                  Single Family                       320000              20060701
4366          32818                 PUD                                 229600              20060701
4367          89107                 PUD                                 651300              20060701
4368          21207                 Townhouse                           156800              20060701
4369          86001                 Single Family                       576000              20060701
4370          34691                 Single Family                       159520              20060701
4371          98205                 Single Family                       210400              20060701
4372          33463                 Condominium                         164000              20060701
4373          32765                 PUD                                 180000              20060701
4374          89015                 Single Family                       152800              20060701
4375          33610                 Single Family                       118300              20060701
4376          92211                 PUD                                 707600              20060701
4377          21230                 Single Family                       148720              20060701
4378          21213                 Single Family                        80000              20060701
4379          91739                 Condominium                         367300              20060701
4380          92503                 Single Family                       376000              20060701
4381          63021                 PUD                                 177132              20060701
4382          91040                 Single Family                       340000              20060801
4383          85223                 Single Family                       157520              20060801
4384          85353                 PUD                                 176672              20060701
4385          30114                 PUD                                 122400              20060701
4386          4005                  Single Family                       205760              20060801
4387          85712                 Single Family                       157600              20060701
4388          93401                 Single Family                       540000              20060701
4389          7631                  Single Family                       348000              20060701
4390          63129                 Single Family                       559920              20060801
4391          21230                 Single Family                       160000              20060801
4392          78572                 PUD                                 134127              20060701
4393          7501                  2-4 Family                          292800              20060701
4394          80223                 Single Family                        90080              20060701
4395          98055                 Condominium                          77600              20060701
4396          80219                 Single Family                       115500              20060701
4397          32750                 Single Family                       186400              20060701
4398          89521                 Single Family                       423920              20060601
4399          90043                 2-4 Family                          376000              20060601
4400          30228                 Single Family                       111200              20060701
4401          34465                 Single Family                        79100              20060701
4402          92660                 Condominium                         760000              20060701
4403          77808                 2-4 Family                          102000              20060701
4404          85008                 2-4 Family                          215600              20060701
4405          30024                 PUD                                 503200              20060701
4406          90501                 Single Family                       457600              20060701
4407          1420                  2-4 Family                          164000              20060701
4408          30058                 Single Family                       157200              20060701
4409          33177                 Single Family                       261592              20060701
4410          80011                 Single Family                       142400              20060701
4411          60619                 2-4 Family                          335500              20060701
4412          33328                 Single Family                       175000              20060701
4413          89123                 PUD                                 197438              20060701
4414          85243                 PUD                                 240800              20060701
4415          8757                  Single Family                       260000              20060801
4416          32826                 PUD                                 227200              20060701
4417          85379                 PUD                                 630000              20060701
4418          78526                 Single Family                       303750              20060701
4419          32779                 PUD                                 232000              20060701
4420          23185                 PUD                                 334972              20060701
4421          40291                 Single Family                       113320              20060701
4422          48322                 Single Family                       261600              20060701
4423          33020                 Single Family                       412000              20060701
4424          21771                 Single Family                       417000              20060701
4425          55313                 Single Family                       148480              20060701
4426          33920                 Single Family                       255200              20060701
4427          55309                 Single Family                       161900              20060701
4428          85929                 Single Family                       160000              20060701
4429          33021                 Single Family                       312000              20060701
4430          85713                 Single Family                        72100              20060701
4431          85302                 Single Family                       220000              20060701
4432          86401                 Single Family                       160000              20060701
4433          94539                 Single Family                      1312500              20060701
4434          94619                 Single Family                       417000              20060601
4435          91207                 Single Family                       937500              20060601
4436          60617                 2-4 Family                          236000              20051001
4437          77459                 PUD                                 288791              20060801
4438          91401                 Single Family                       500000              20060601
4439          20774                 PUD                                 204000              20060701



                      LOAN_TO_VALUE         MI                        MERS_ID1                MARGIN
______________________________________________________________________________________________________
1                                80        No MI                      1.00E+17                  2.25
2                                80        No MI                      1.00E+17                  2.25
3                                70        No MI                      1.00E+17                  2.25
4                                70        No MI                      1.00E+17                  2.25
5                                80        No MI                      1.00E+17                  2.25
6                       77.94999695        No MI                      1.00E+17                     5
7                                80        No MI                      1.00E+17                     5
8                       78.56999969        No MI                      1.00E+17                     5
9                                80        No MI                      1.00E+17                 3.875
10                               65        No MI                      1.00E+17                 3.875
11                               65        No MI                      1.00E+17                  2.25
12                               80        No MI                      1.00E+17                  2.25
13                               80        No MI                      1.00E+17                  2.25
14                               75        No MI                      1.00E+17                  2.25
15                      63.16999817        No MI                      1.00E+17                  2.25
16                               80        No MI                      1.00E+17                  2.25
17                      66.40000153        No MI                      1.00E+17                  2.25
18                      74.98999786        No MI                      1.00E+17                  2.25
19                               80        No MI                      1.00E+17                  2.25
20                      69.83999634        No MI                      1.00E+17                  2.25
21                               95    GE Capital MI                  1.00E+17                  2.25
22                               80        No MI                      1.00E+17                  2.25
23                      57.88000107        No MI                      1.00E+17                  2.25
24                               80        No MI                      1.00E+17                  2.25
25                               80        No MI                      1.00E+17                  2.25
26                      75.48000336        No MI                      1.00E+17                  2.25
27                      67.48999786        No MI                      1.00E+17                  2.25
28                               80        No MI                      1.00E+17                  2.25
29                               80        No MI                      1.00E+17                  2.25
30                               95    GE Capital MI                                            2.75
31                               80        No MI                      1.00E+17                  2.25
32                               80        No MI                      1.00E+17                  2.25
33                               80        No MI                      1.00E+17                  2.25
34                               80        No MI                      1.00E+17                  2.25
35                               75        No MI                      1.00E+17                  2.25
36                            79.75        No MI                      1.00E+17                  2.25
37                      61.95000076        No MI                      1.00E+17                  2.25
38                               80        No MI                                                2.25
39                               80        No MI                      1.00E+17                  2.25
40                      56.88000107        No MI                      1.00E+17                  2.25
41                               80        No MI                      1.00E+17                  2.25
42                      80.26000214        No MI                      1.00E+17                  2.25
43                               80        No MI                      1.00E+17                  2.25
44                               80        No MI                      1.00E+17                  2.25
45                               75        No MI                      1.00E+17                     2
46                      61.11000061        No MI                      1.00E+17                   2.5
47                      71.31999969        No MI                      1.00E+17                     1
48                      62.06999969        No MI                      1.00E+17                     1
49                               80        No MI                      1.00E+17                  2.75
50                               70        No MI                      1.00E+17                  2.25
51                               80        No MI                      1.00E+17                  2.25
52                      79.98999786        No MI                      1.00E+17                  2.25
53                               80        No MI                      1.00E+17                  2.25
54                               80        No MI                      1.00E+17                  2.25
55                               80        No MI                      1.00E+17                  2.25
56                               70        No MI                      1.00E+17                  2.25
57                               80        No MI                      1.00E+17                  2.25
58                      76.69999695        No MI                      1.00E+17                  2.25
59                               75        No MI                      1.00E+17                  2.25
60                      94.98999786   Radian Guaranty                 1.00E+17                 2.375
61                               80        No MI                      1.00E+17                  2.25
62                               80        No MI                      1.00E+17                  2.25
63                               80        No MI                      1.00E+17                  2.25
64                               75        No MI                      1.00E+17                  2.25
65                               80        No MI                      1.00E+17                  2.25
66                      68.66999817        No MI                      1.00E+17                  2.25
67                               80        No MI                      1.00E+17                  2.25
68                               75        No MI                      1.00E+17                  2.25
69                               75        No MI                      1.00E+17                  2.25
70                      68.55999756        No MI                      1.00E+17                  2.25
71                               80        No MI                      1.00E+17                  2.25
72                               75        No MI                      1.00E+17                  2.25
73                               80        No MI                      1.00E+17                  2.25
74                               95   United Guaranty                 1.00E+17                 1.875
75                               80        No MI                      1.00E+17                 1.875
76                               80        No MI                      1.00E+17                 1.875
77                               80        No MI                      1.00E+17                 1.875
78                      23.54000092        No MI                      1.00E+17                 1.875
79                      76.47000122        No MI                      1.00E+17                 1.875
80                               80        No MI                      1.00E+17                 1.875
81                               80        No MI                      1.00E+17                   1.5
82                               80        No MI                      1.00E+17                 1.875
83                      46.18999863        No MI                      1.00E+17                 1.875
84                               80        No MI                      1.00E+17                 1.875
85                      68.41999817        No MI                      1.00E+17                 1.875
86                               80        No MI                      1.00E+17                  2.25
87                               80        No MI                      1.00E+17                  2.25
88                               75        No MI                      1.00E+17                  2.25
89                               75        No MI                      1.00E+17                  2.25
90                               80        No MI                      1.00E+17                  2.25
91                               70        No MI                      1.00E+17                 2.375
92                      69.80000305        No MI                      1.00E+17                  2.25
93                               80        No MI                      1.00E+17                  2.25
94                               80        No MI                      1.00E+17                  2.25
95                               80        No MI                      1.00E+17                  2.25
96                      79.98999786        No MI                      1.00E+17                  2.25
97                               80        No MI                      1.00E+17                  2.25
98                               75        No MI                      1.00E+17                  2.25
99                      54.04999924        No MI                      1.00E+17                  2.25
100                              80        No MI                      1.00E+17                  2.25
101                              80        No MI                      1.00E+17                  2.25
102                              90   United Guaranty                 1.00E+17                  2.25
103                              80        No MI                      1.00E+17                  2.25
104                              80        No MI                      1.00E+17                  2.25
105                     79.98000336        No MI                      1.00E+17                  2.25
106                              80        No MI                      1.00E+17                  2.25
107                              80        No MI                      1.00E+17                  2.25
108                              80        No MI                      1.00E+17                  2.25
109                              80        No MI                      1.00E+17                  2.25
110                     70.05999756        No MI                      1.00E+17                  2.25
111                              80        No MI                      1.00E+17                  2.25
112                     63.83000183        No MI                      1.00E+17                  2.25
113                              80        No MI                      1.00E+17                  2.25
114                              80        No MI                      1.00E+17                  2.25
115                     62.70000076        No MI                      1.00E+17                  2.25
116                              70        No MI                      1.00E+17                  2.25
117                              80        No MI                      1.00E+17                  2.25
118                     31.56999969        No MI                      1.00E+17                  2.25
119                     58.81999969        No MI                      1.00E+17                  2.25
120                     52.77999878        No MI                      1.00E+17                  2.25
121                              80        No MI                      1.00E+17                  2.25
122                     47.93999863        No MI                      1.00E+17                  2.25
123                     73.73000336        No MI                      1.00E+17                  2.25
124                            69.5        No MI                      1.00E+17                  2.25
125                     67.20999908        No MI                      1.00E+17                  2.25
126                              80        No MI                      1.00E+17                  2.25
127                     79.98000336        No MI                      1.00E+17                  2.25
128                              80        No MI                      1.00E+17                  2.25
129                              80        No MI                      1.00E+17                  2.75
130                     73.44999695        No MI                      1.00E+17                  2.25
131                     74.33999634        No MI                      1.00E+17                  2.25
132                              80        No MI                      1.00E+17                  2.25
133                     54.16999817        No MI                      1.00E+17                  2.25
134                              80        No MI                      1.00E+17                  2.25
135                     71.62000275        No MI                      1.00E+17                  2.25
136                              80        No MI                      1.00E+17                  2.25
137                     72.80999756        No MI                      1.00E+17                  2.25
138                            58.5        No MI                      1.00E+17                  2.25
139                     43.72999954        No MI                      1.00E+17                  2.25
140                     78.37000275        No MI                      1.00E+17                  2.25
141                              80        No MI                      1.00E+17                  2.25
142                     70.91999817        No MI                      1.00E+17                  2.25
143                     79.94000244        No MI                      1.00E+17                  2.25
144                              70        No MI                      1.00E+17                  2.25
145                              80        No MI                      1.00E+17                  2.25
146                              80        No MI                      1.00E+17                  2.25
147                              75        No MI                      1.00E+17                  2.25
148                              75        No MI                      1.00E+17                  2.25
149                              80        No MI                      1.00E+17                  2.25
150                              70        No MI                      1.00E+17                     5
151                              80        No MI                      1.00E+17                  2.25
152                     79.98999786        No MI                      1.00E+17                  2.25
153                              80        No MI                      1.00E+17                  2.25
154                              80        No MI                      1.00E+17                  2.25
155                              80        No MI                      1.00E+17                  2.75
156                              80        No MI                      1.00E+17                  2.25
157                              80        No MI                      1.00E+17                  2.25
158                              80        No MI                      1.00E+17                  2.25
159                              75        No MI                      1.00E+17                  2.25
160                              80        No MI                      1.00E+17                  2.25
161                              80        No MI                      1.00E+17                  2.25
162                     74.16000366        No MI                      1.00E+17                  2.25
163                              80        No MI                      1.00E+17                  2.25
164                              80        No MI                      1.00E+17                  2.25
165                              75        No MI                      1.23E+17                  2.25
166                              80        No MI                      1.00E+17                  2.25
167                              80        No MI                      1.00E+17                  2.25
168                              75        No MI                      1.00E+17                  2.25
169                              80        No MI                      1.00E+17                  2.25
170                              80        No MI                      1.00E+17                  2.25
171                              80        No MI                      1.00E+17                  2.75
172                     69.98999786        No MI                      1.00E+17                  2.25
173                              90 Mortgage Guaranty In              1.00E+17                  2.25
174                              70        No MI                      1.00E+17                  2.25
175                              80        No MI                      1.00E+17                  2.25
176                              80        No MI                      1.00E+17                  2.25
177                              80        No MI                      1.00E+17                  2.25
178                              80        No MI                      1.00E+17                  2.25
179                              75        No MI                      1.00E+17                  2.25
180                     79.98000336        No MI                      1.00E+17                  2.25
181                              80        No MI                      1.00E+17                  2.25
182                              74        No MI                      1.00E+17                  2.25
183                              80        No MI                      1.00E+17                  2.25
184                              80        No MI                      1.00E+17                  2.25
185                     69.98999786        No MI                      1.00E+17                  2.25
186                              80        No MI                      1.00E+17                  2.25
187                              80        No MI                      1.00E+17                  2.25
188                              80        No MI                      1.00E+17                  2.25
189                              80        No MI                      1.00E+17                  2.25
190                              80        No MI                      1.00E+17                  2.25
191                              80        No MI                      1.00E+17                  2.25
192                     78.68000031        No MI                      1.00E+17                  2.25
193                              80        No MI                      1.00E+17                  2.25
194                              80        No MI                      1.00E+17                  2.25
195                              80        No MI                      1.00E+17                  2.25
196                              80        No MI                      1.00E+17                  2.25
197                              80        No MI                      1.00E+17                  2.25
198                     79.80999756        No MI                      1.00E+17                  2.25
199                              80        No MI                      1.00E+17                  2.25
200                     69.80000305        No MI                      1.00E+17                     5
201                              80        No MI                      1.00E+17                     5
202                     77.97000122        No MI                      1.00E+17                     5
203                     33.09000015        No MI                      1.00E+17                     5
204                              80        No MI                      1.00E+17                     5
205                              80        No MI                      1.00E+17                  2.25
206                     77.79000092        No MI                      1.00E+17                  2.75
207                              80        No MI                      1.00E+17                  2.25
208                              80        No MI                      1.00E+17                  2.25
209                              90   Radian Guaranty                 1.00E+17                  2.25
210                              90   Radian Guaranty                 1.00E+17                  2.25
211                              80        No MI                      1.00E+17                  2.25
212                              80        No MI                      1.00E+17                  2.25
213                              80        No MI                      1.00E+17                  2.25
214                     77.09999847        No MI                      1.00E+17                   2.5
215                              95 Mortgage Guaranty In              1.00E+17                  2.25
216                              80        No MI                      1.00E+17                  2.25
217                              80        No MI                      1.00E+17                  2.25
218                              80        No MI                      1.00E+17                 2.375
219                              80        No MI                      1.00E+17                 2.375
220                              80        No MI                      1.00E+17                  2.25
221                              80        No MI                      1.00E+17                  2.25
222                     42.86000061        No MI                      1.00E+17                  2.25
223                              75        No MI                      1.00E+17                  2.25
224                              80        No MI                      1.00E+17                  2.25
225                              70        No MI                      1.00E+17                  2.25
226                              80        No MI                      1.00E+17                  2.25
227                     79.05999756        No MI                      1.00E+17                  2.25
228                              80        No MI                      1.00E+17                  2.25
229                              80        No MI                      1.00E+17                  2.25
230                              80        No MI                      1.00E+17                  2.25
231                              80        No MI                      1.00E+17                  2.25
232                     61.65999985        No MI                      1.00E+17                  2.25
233                              80        No MI                      1.00E+17                  2.25
234                              80        No MI                      1.00E+17                  2.25
235                              80        No MI                      1.00E+17                  2.25
236                              75        No MI                      1.00E+17                  2.25
237                              75        No MI                      1.00E+17                  2.25
238                              80        No MI                      1.00E+17                  2.25
239                              80        No MI                      1.00E+17                  2.25
240                              80        No MI                      1.00E+17                  2.25
241                              80        No MI                      1.00E+17                  2.25
242                              80        No MI                      1.00E+17                  2.25
243                              80        No MI                      1.00E+17                  2.25
244                              80        No MI                      1.00E+17                  2.25
245                              80        No MI                      1.00E+17                  2.25
246                              80        No MI                      1.00E+17                  2.25
247                     77.83999634        No MI                      1.00E+17                  2.25
248                     76.51000214        No MI                      1.00E+17                  2.25
249                              75        No MI                      1.00E+17                  2.25
250                     79.76999664        No MI                      1.00E+17                  2.25
251                              80        No MI                                                2.25
252                              80        No MI                      1.00E+17                  2.25
253                              80        No MI                      1.00E+17                  2.25
254                              75        No MI                      1.00E+17                  2.25
255                              75        No MI                      1.00E+17                  2.25
256                              70        No MI                      1.00E+17                  2.25
257                              80        No MI                      1.00E+17                  2.25
258                              75        No MI                      1.00E+17                 2.375
259                              80        No MI                      1.00E+17                  2.25
260                              80        No MI                      1.00E+17                  2.25
261                              75        No MI                      1.00E+17                  2.25
262                     70.48999786        No MI                      1.00E+17                  2.25
263                              80        No MI                      1.00E+17                  2.25
264                              80        No MI                      1.00E+17                  2.25
265                              80        No MI                      1.00E+17                  2.25
266                              75        No MI                      1.00E+17                  2.25
267                              80        No MI                      1.00E+17                  2.25
268                     69.97000122        No MI                      1.00E+17                  2.25
269                              80        No MI                      1.00E+17                  2.25
270                              80        No MI                      1.00E+17                  2.25
271                              80        No MI                      1.00E+17                  2.25
272                              80        No MI                      1.00E+17                  2.25
273                              80        No MI                      1.00E+17                  2.25
274                              80        No MI                      1.00E+17                  2.25
275                              70        No MI                      1.00E+17                  2.25
276                              80        No MI                      1.00E+17                  2.25
277                              80        No MI                      1.00E+17                  2.25
278                              80        No MI                      1.00E+17                  2.25
279                              80        No MI                      1.00E+17                  2.25
280                     79.98999786        No MI                      1.00E+17                  2.25
281                              80        No MI                      1.00E+17                  2.25
282                     64.48999786        No MI                      1.00E+17                  2.25
283                              80        No MI                                                2.25
284                              70        No MI                      1.00E+17                  2.25
285                              80        No MI                      1.00E+17                  2.25
286                     79.98999786        No MI                      1.00E+17                  2.25
287                              80        No MI                      1.00E+17                  2.25
288                              70        No MI                      1.00E+17                  2.25
289                              80        No MI                      1.00E+17                  2.25
290                              80        No MI                      1.00E+17                  2.25
291                              75        No MI                      1.00E+17                  2.25
292                              80        No MI                      1.00E+17                  2.25
293                              80        No MI                      1.00E+17                  2.25
294                              80        No MI                      1.00E+17                  2.25
295                              80        No MI                      1.00E+17                  2.25
296                              80        No MI                      1.00E+17                  2.25
297                              70        No MI                      1.00E+17                  2.25
298                     79.66000366        No MI                      1.00E+17                  2.25
299                              80        No MI                      1.00E+17                  2.25
300                              80        No MI                      1.00E+17                  2.25
301                              80        No MI                      1.00E+17                  2.25
302                              80        No MI                      1.00E+17                  2.25
303                              80        No MI                      1.00E+17                  2.25
304                              80        No MI                      1.00E+17                  2.25
305                              75        No MI                      1.00E+17                  2.25
306                              80        No MI                      1.00E+17                  2.25
307                              80        No MI                      1.00E+17                  2.25
308                              80        No MI                      1.00E+17                  2.25
309                              80        No MI                      1.00E+17                  2.25
310                              80        No MI                      1.00E+17                  2.25
311                              80        No MI                      1.00E+17                  2.25
312                              80        No MI                      1.00E+17                  2.25
313                              80        No MI                      1.00E+17                  2.25
314                              80        No MI                      1.00E+17                  2.25
315                     72.41000366        No MI                      1.00E+17                  2.25
316                              80        No MI                      1.00E+17                  2.25
317                     55.02000046        No MI                      1.00E+17                  2.25
318                     72.41000366        No MI                      1.00E+17                  2.25
319                     79.76000214        No MI                      1.00E+17                  2.25
320                     73.33000183        No MI                      1.00E+17                  2.25
321                              80        No MI                      1.00E+17                  2.25
322                              80        No MI                      1.00E+17                  2.25
323                              80        No MI                      1.00E+17                  2.25
324                              75        No MI                      1.00E+17                  2.25
325                              80        No MI                      1.00E+17                  2.25
326                              80        No MI                      1.00E+17                  2.25
327                              80        No MI                      1.00E+17                  2.25
328                              80        No MI                      1.00E+17                  2.25
329                              85   Radian Guaranty                 1.00E+17                  2.25
330                              80        No MI                      1.00E+17                  2.25
331                              65        No MI                      1.00E+17                  2.25
332                              80        No MI                      1.00E+17                  2.25
333                              80        No MI                      1.00E+17                  2.25
334                              80        No MI                      1.00E+17                  2.25
335                     79.98999786        No MI                      1.00E+17                  2.25
336                              70        No MI                      1.00E+17                  2.25
337                              65        No MI                                                2.25
338                            79.5        No MI                      1.00E+17                  2.25
339                              80        No MI                      1.00E+17                  2.25
340                              80        No MI                                                2.25
341                              80        No MI                      1.00E+17                  2.25
342                              80        No MI                      1.00E+17                  2.25
343                              80        No MI                      1.00E+17                  2.25
344                              80        No MI                      1.00E+17                  2.25
345                     70.16000366        No MI                      1.00E+17                  2.25
346                              80        No MI                      1.00E+17                  2.25
347                     79.91000366        No MI                      1.00E+17                  2.25
348                              80        No MI                      1.00E+17                  2.25
349                              80        No MI                      1.00E+17                  2.25
350                              80        No MI                      1.00E+17                  2.25
351                              80        No MI                      1.00E+17                  2.75
352                              80        No MI                                                2.25
353                              80        No MI                                                2.25
354                              80        No MI                      1.00E+17                  2.25
355                              80        No MI                      1.00E+17                  2.25
356                              80        No MI                      1.00E+17                  2.25
357                              80        No MI                      1.00E+17                  2.25
358                              80        No MI                      1.00E+17                  2.25
359                              75        No MI                      1.00E+17                  2.25
360                              75        No MI                      1.00E+17                  2.25
361                              80        No MI                      1.00E+17                  2.25
362                            77.5        No MI                      1.00E+17                  2.25
363                              80        No MI                      1.00E+17                  2.25
364                              80        No MI                      1.00E+17                  2.25
365                              75        No MI                      1.00E+17                  2.25
366                              75        No MI                      1.00E+17                  2.25
367                              80        No MI                      1.00E+17                  2.25
368                              70        No MI                      1.00E+17                  2.25
369                              80        No MI                      1.00E+17                  2.25
370                     79.98999786        No MI                      1.00E+17                  2.25
371                              70        No MI                      1.00E+17                  2.25
372                              80        No MI                      1.00E+17                  2.25
373                     79.16000366        No MI                      1.00E+17                  2.25
374                              80        No MI                      1.00E+17                  2.25
375                              80        No MI                      1.00E+17                  2.25
376                              80        No MI                      1.00E+17                  2.25
377                              80        No MI                      1.00E+17                  2.25
378                              80        No MI                      1.00E+17                  2.25
379                              80        No MI                      1.00E+17                  2.25
380                              80        No MI                      1.00E+17                  2.25
381                              80        No MI                      1.00E+17                  2.25
382                     72.41000366        No MI                      1.00E+17                  2.25
383                              80        No MI                      1.00E+17                  2.25
384                              70        No MI                      1.00E+17                  2.25
385                     70.26999664        No MI                                                2.25
386                              70        No MI                      1.00E+17                  2.25
387                              80        No MI                      1.00E+17                  2.25
388                              80        No MI                      1.00E+17                  2.25
389                     78.01999664        No MI                      1.00E+17                  2.25
390                              70        No MI                      1.00E+17                  2.25
391                              80        No MI                      1.00E+17                  2.25
392                     75.87000275        No MI                                                2.25
393                     71.52999878        No MI                      1.00E+17                  2.25
394                              80        No MI                      1.00E+17                  2.25
395                              80        No MI                      1.00E+17                  2.25
396                              80        No MI                      1.00E+17                  2.25
397                              70        No MI                      1.00E+17                  2.25
398                              80        No MI                      1.00E+17                  2.25
399                              80        No MI                      1.00E+17                  2.25
400                              70        No MI                      1.00E+17                  2.25
401                     79.97000122        No MI                      1.00E+17                  2.75
402                              80        No MI                      1.00E+17                  2.75
403                              80        No MI                      1.00E+17                  2.25
404                              70        No MI                      1.00E+17                  2.25
405                              70        No MI                      1.00E+17                  2.25
406                              70        No MI                      1.00E+17                  2.25
407                              80        No MI                      1.00E+17                  2.25
408                              80        No MI                      1.00E+17                  2.25
409                              70        No MI                      1.00E+17                  2.25
410                              70        No MI                      1.00E+17                  2.25
411                              80        No MI                      1.00E+17                  2.25
412                              80        No MI                      1.00E+17                  2.25
413                              80        No MI                      1.00E+17                  2.25
414                              80        No MI                      1.00E+17                  2.25
415                              80        No MI                      1.00E+17                  2.75
416                              75        No MI                      1.00E+17                  2.25
417                     67.43000031        No MI                      1.00E+17                  2.25
418                     79.98999786        No MI                      1.00E+17                  2.25
419                              80        No MI                      1.00E+17                  2.25
420                              80        No MI                      1.00E+17                  2.25
421                              75        No MI                      1.00E+17                  2.25
422                              80        No MI                                                2.25
423                              80        No MI                      1.00E+17                  2.25
424                              80        No MI                      1.00E+17                  2.25
425                              80        No MI                      1.00E+17                  2.25
426                              75        No MI                      1.00E+17                  2.25
427                              75        No MI                      1.00E+17                  2.25
428                              80        No MI                      1.00E+17                  2.25
429                     69.98999786        No MI                      1.00E+17                  2.25
430                              80        No MI                      1.00E+17                  2.25
431                              80        No MI                      1.00E+17                  2.25
432                              80        No MI                      1.00E+17                  2.25
433                              80        No MI                      1.00E+17                  2.25
434                              80        No MI                      1.00E+17                  2.25
435                              80        No MI                      1.00E+17                  2.25
436                              80        No MI                      1.00E+17                  2.25
437                              80        No MI                      1.00E+17                  2.25
438                              80        No MI                      1.00E+17                  2.25
439                              80        No MI                      1.00E+17                  2.25
440                              80        No MI                      1.00E+17                  2.25
441                              80        No MI                      1.00E+17                  2.25
442                              80        No MI                      1.00E+17                  2.25
443                     79.98999786        No MI                      1.00E+17                  2.25
444                              80        No MI                      1.00E+17                  2.25
445                     79.98999786        No MI                      1.00E+17                  2.25
446                     74.93000031        No MI                      1.00E+17                  2.25
447                              80        No MI                                                2.25
448                              75        No MI                      1.00E+17                  2.25
449                              80        No MI                      1.00E+17                  2.25
450                              80        No MI                      1.00E+17                  2.25
451                              80        No MI                      1.00E+17                  2.25
452                              80        No MI                      1.00E+17                  2.25
453                              80        No MI                      1.00E+17                  2.25
454                              80        No MI                      1.00E+17                  2.25
455                              80        No MI                      1.00E+17                  2.25
456                              75        No MI                      1.00E+17                  2.25
457                              80        No MI                      1.00E+17                  2.25
458                              80        No MI                      1.00E+17                  2.25
459                     79.98999786        No MI                      1.00E+17                  2.25
460                              80        No MI                      1.00E+17                  2.25
461                              80        No MI                      1.00E+17                  2.25
462                              70        No MI                      1.00E+17                  2.25
463                              80        No MI                      1.00E+17                  2.25
464                              80        No MI                      1.00E+17                  2.25
465                              80        No MI                      1.00E+17                  2.25
466                              80        No MI                      1.00E+17                  2.25
467                     79.98999786        No MI                      1.00E+17                  2.25
468                              80        No MI                      1.00E+17                  2.25
469                              75        No MI                      1.00E+17                  2.25
470                              80        No MI                      1.00E+17                  2.25
471                              80        No MI                                                2.25
472                              80        No MI                                                2.25
473                     73.83000183        No MI                      1.00E+17                  2.25
474                              80        No MI                      1.00E+17                  2.25
475                              80        No MI                      1.00E+17                  2.25
476                     79.98999786        No MI                      1.00E+17                  2.25
477                              70        No MI                      1.00E+17                  2.25
478                              80        No MI                      1.00E+17                 2.375
479                              80        No MI                      1.00E+17                  2.25
480                              80        No MI                      1.00E+17                  2.25
481                              80        No MI                      1.00E+17                  2.25
482                     79.98999786        No MI                      1.00E+17                  2.25
483                              80        No MI                      1.00E+17                  2.25
484                              80        No MI                      1.00E+17                  2.25
485                              80        No MI                      1.00E+17                  2.25
486                     79.98999786        No MI                      1.00E+17                  2.25
487                     79.98000336        No MI                      1.00E+17                  2.25
488                              80        No MI                      1.00E+17                  2.25
489                              80        No MI                      1.00E+17                  2.25
490                              80        No MI                      1.00E+17                  2.25
491                              70        No MI                      1.00E+17                  2.25
492                              80        No MI                      1.00E+17                  2.25
493                              80        No MI                      1.00E+17                  2.25
494                              70        No MI                      1.00E+17                  2.25
495                              80        No MI                      1.00E+17                  2.25
496                              80        No MI                      1.00E+17                  2.25
497                              80        No MI                      1.00E+17                  2.25
498                     79.98000336        No MI                      1.00E+17                  2.25
499                     79.43000031        No MI                      1.00E+17                  2.25
500                              70        No MI                      1.00E+17                  2.25
501                              75        No MI                      1.00E+17                  2.25
502                              80        No MI                      1.00E+17                  2.25
503                              80        No MI                      1.00E+17                  2.25
504                              69        No MI                      1.00E+17                  2.25
505                              80        No MI                                                2.25
506                              80        No MI                      1.00E+17                  2.75
507                              75        No MI                      1.00E+17                  2.25
508                     74.98999786        No MI                      1.00E+17                  2.25
509                              80        No MI                      1.00E+17                  2.25
510                              80        No MI                      1.00E+17                  2.25
511                     69.88999939        No MI                      1.00E+17                  2.25
512                              80        No MI                      1.00E+17                  2.25
513                              80        No MI                      1.00E+17                  2.25
514                              75        No MI                      1.00E+17                  2.25
515                              80        No MI                      1.00E+17                  2.25
516                              80        No MI                      1.00E+17                  2.75
517                              75        No MI                      1.00E+17                  2.25
518                              80        No MI                      1.00E+17                  2.25
519                              80        No MI                      1.00E+17                  2.25
520                              80        No MI                      1.00E+17                  2.75
521                              75        No MI                      1.00E+17                  2.25
522                              80        No MI                      1.00E+17                  2.75
523                              80        No MI                      1.00E+17                  2.75
524                              65        No MI                      1.00E+17                  2.75
525                              80        No MI                      1.00E+17                  2.25
526                              75        No MI                      1.00E+17                  2.25
527                     70.43000031        No MI                      1.00E+17                  2.25
528                              80        No MI                      1.00E+17                  2.25
529                              80        No MI                      1.00E+17                  2.25
530                              80        No MI                      1.00E+17                  2.25
531                     79.83999634        No MI                      1.00E+17                  2.25
532                              75        No MI                      1.00E+17                  2.25
533                              75        No MI                      1.00E+17                  2.25
534                              70        No MI                      1.00E+17                  2.25
535                     72.91999817        No MI                      1.00E+17                  2.25
536                              75        No MI                      1.00E+17                  2.25
537                              80        No MI                      1.00E+17                  2.25
538                              80        No MI                      1.00E+17                  2.25
539                              80        No MI                      1.00E+17                  2.25
540                              70        No MI                      1.00E+17                  2.25
541                              70        No MI                      1.00E+17                  2.25
542                              80        No MI                      1.00E+17                  2.25
543                              80        No MI                      1.00E+17                  2.25
544                              80        No MI                      1.00E+17                  2.25
545                              80        No MI                      1.00E+17                  2.25
546                              90     Republic MIC                  1.00E+17                  2.25
547                              80        No MI                      1.00E+17                  2.25
548                              80        No MI                      1.00E+17                  2.25
549                              80        No MI                      1.00E+17                  2.25
550                              80        No MI                      1.00E+17                  2.25
551                           71.25        No MI                      1.00E+17                  2.25
552                              80        No MI                      1.00E+17                  2.25
553                              80        No MI                      1.00E+17                  2.25
554                              80        No MI                      1.00E+17                  2.25
555                              65        No MI                      1.00E+17                  2.75
556                              80        No MI                      1.00E+17                  2.25
557                              80        No MI                      1.00E+17                  2.25
558                              80        No MI                      1.00E+17                  2.25
559                              80        No MI                      1.00E+17                  2.25
560                              90   Radian Guaranty                 1.00E+17                  2.25
561                              80        No MI                      1.00E+17                  2.25
562                              80        No MI                                                2.25
563                              75        No MI                      1.00E+17                  2.25
564                              80        No MI                      1.00E+17                  2.25
565                              80        No MI                                                2.25
566                              80        No MI                      1.00E+17                  2.25
567                              70        No MI                                                2.25
568                              70        No MI                      1.00E+17                  2.25
569                              80        No MI                      1.00E+17                  2.25
570                              80        No MI                      1.00E+17                  2.25
571                              80        No MI                      1.00E+17                  2.25
572                              80        No MI                      1.00E+17                  2.25
573                              75        No MI                      1.00E+17                  2.25
574                              80        No MI                      1.00E+17                  2.25
575                              80        No MI                      1.00E+17                  2.25
576                              80        No MI                      1.00E+17                  2.25
577                              80        No MI                      1.00E+17                  2.25
578                              80        No MI                                                2.25
579                              75        No MI                      1.00E+17                  2.25
580                              80        No MI                      1.00E+17                  2.25
581                              80        No MI                      1.00E+17                  2.25
582                              80        No MI                      1.00E+17                  2.25
583                              75        No MI                      1.00E+17                  2.25
584                              80        No MI                      1.00E+17                  2.25
585                              70        No MI                      1.00E+17                  2.25
586                              80        No MI                      1.00E+17                  2.25
587                              75        No MI                      1.00E+17                  2.25
588                              70        No MI                      1.00E+17                  2.25
589                              80        No MI                      1.00E+17                  2.25
590                     73.68000031        No MI                      1.00E+17                  2.25
591                     70.26999664        No MI                      1.00E+17                  2.25
592                              80        No MI                      1.00E+17                  2.25
593                              80        No MI                      1.00E+17                  2.75
594                              80        No MI                      1.00E+17                  2.75
595                     74.76000214        No MI                      1.00E+17                  2.25
596                              80        No MI                      1.00E+17                  2.25
597                     15.22000027        No MI                      1.00E+17                  2.25
598                     74.80000305        No MI                      1.00E+17                  2.25
599                              80        No MI                      1.00E+17                  2.25
600                              75        No MI                      1.00E+17                  3.25
601                     79.86000061        No MI                      1.00E+17                  2.75
602                              80        No MI                      1.00E+17                  2.25
603                     77.97000122        No MI                      1.00E+17                  2.75
604                              80        No MI                      1.00E+17                 2.375
605                              70        No MI                      1.00E+17                  2.25
606                     79.98999786        No MI                      1.00E+17                  2.25
607                              80        No MI                      1.00E+17                  2.25
608                              80        No MI                      1.00E+17                  2.25
609                     79.73000336        No MI                                                2.25
610                              80        No MI                      1.00E+17                  2.25
611                              80        No MI                      1.00E+17                  2.25
612                              80        No MI                      1.00E+17                  2.25
613                              80        No MI                      1.00E+17                  2.25
614                              80        No MI                      1.00E+17                  2.25
615                              80        No MI                      1.00E+17                  2.25
616                     79.98999786        No MI                      1.00E+17                  2.25
617                              80        No MI                      1.00E+17                  2.25
618                              80        No MI                      1.00E+17                  2.25
619                              80        No MI                      1.00E+17                  2.25
620                              80        No MI                      1.00E+17                  2.25
621                     61.25999832        No MI                      1.00E+17                   2.5
622                              80        No MI                      1.00E+17                  2.25
623                              80        No MI                      1.00E+17                  2.25
624                              75        No MI                      1.00E+17                  2.25
625                     86.86000061     Republic MIC                  1.00E+17                  2.25
626                              80        No MI                      1.00E+17                  2.25
627                              80        No MI                      1.00E+17                  2.25
628                              80        No MI                      1.00E+17                  2.25
629                              75        No MI                      1.00E+17                  2.25
630                              80        No MI                      1.00E+17                  2.25
631                              80        No MI                      1.00E+17                  3.25
632                     72.65000153        No MI                      1.00E+17                 3.875
633                              80        No MI                      1.00E+17                 2.875
634                              80        No MI                      1.00E+17                  2.75
635                              80        No MI                      1.00E+17                  2.75
636                     79.98000336        No MI                      1.00E+17                  2.25
637                              80        No MI                      1.00E+17                  2.25
638                              80        No MI                      1.00E+17                  2.25
639                              80        No MI                      1.00E+17                  2.25
640                              80        No MI                      1.00E+17                  2.25
641                              80        No MI                      1.00E+17                  2.25
642                              70        No MI                                                2.25
643                              80        No MI                      1.00E+17                  2.25
644                              75        No MI                      1.00E+17                  2.25
645                              80        No MI                      1.00E+17                  2.25
646                              80        No MI                      1.00E+17                  2.25
647                              80        No MI                      1.00E+17                  2.25
648                              80        No MI                      1.00E+17                  2.25
649                              75        No MI                                                2.25
650                              80        No MI                      1.00E+17                  2.25
651                              80        No MI                      1.00E+17                  2.25
652                              80        No MI                      1.00E+17                  2.25
653                     79.61000061        No MI                      1.00E+17                  2.25
654                              80        No MI                      1.00E+17                  2.25
655                              70        No MI                      1.00E+17                  2.25
656                              70        No MI                      1.00E+17                  2.25
657                              80        No MI                      1.00E+17                  2.25
658                              65        No MI                                                2.25
659                              80        No MI                      1.00E+17                  2.25
660                              70        No MI                      1.00E+17                  2.25
661                              80        No MI                      1.00E+17                  2.25
662                              80        No MI                      1.00E+17                  2.25
663                     79.90000153        No MI                      1.00E+17                 2.375
664                     46.97999954        No MI                      1.00E+17                  2.25
665                              75        No MI                      1.00E+17                  2.25
666                              80        No MI                      1.00E+17                  2.25
667                              80        No MI                      1.00E+17                  2.25
668                              70        No MI                      1.00E+17                  2.25
669                              80        No MI                      1.00E+17                  2.25
670                              80        No MI                      1.00E+17                  2.25
671                              70        No MI                      1.00E+17                  2.25
672                              80        No MI                      1.00E+17                  2.25
673                              80        No MI                      1.00E+17                  2.25
674                     79.98000336        No MI                      1.00E+17                  2.75
675                              70        No MI                      1.00E+17                  2.25
676                              80        No MI                      1.00E+17                  2.25
677                              80        No MI                      1.00E+17                  2.25
678                              80        No MI                      1.00E+17                  2.25
679                              75        No MI                      1.00E+17                  2.25
680                              80        No MI                      1.00E+17                  2.25
681                              80        No MI                      1.00E+17                  2.25
682                              80        No MI                      1.00E+17                  2.25
683                              80        No MI                      1.00E+17                  2.25
684                              80        No MI                      1.00E+17                  2.25
685                              80        No MI                      1.00E+17                  2.25
686                              80        No MI                      1.00E+17                  2.25
687                     79.94999695        No MI                      1.00E+17                  2.25
688                     58.61000061        No MI                      1.00E+17                  2.25
689                              75        No MI                      1.00E+17                  2.25
690                              70        No MI                      1.00E+17                  2.25
691                              70        No MI                      1.00E+17                  2.25
692                     78.19000244        No MI                      1.00E+17                  2.25
693                     79.98999786        No MI                      1.00E+17                  2.25
694                              80        No MI                                                2.25
695                              80        No MI                      1.00E+17                  2.25
696                     79.98999786        No MI                      1.00E+17                  2.25
697                              80        No MI                      1.00E+17                  2.25
698                              80        No MI                      1.00E+17                  2.25
699                              80        No MI                      1.00E+17                 2.375
700                     64.98000336        No MI                      1.00E+17                  2.25
701                              75        No MI                      1.00E+17                  2.25
702                              80        No MI                      1.00E+17                  2.25
703                              80        No MI                      1.00E+17                  2.25
704                              80        No MI                      1.00E+17                  2.25
705                     79.98000336        No MI                      1.00E+17                  2.25
706                              80        No MI                      1.00E+17                  2.25
707                              80        No MI                      1.00E+17                  2.25
708                              75        No MI                      1.00E+17                  2.25
709                     64.98999786        No MI                      1.00E+17                  2.25
710                              80        No MI                      1.00E+17                  2.25
711                              80        No MI                      1.00E+17                  2.25
712                              80        No MI                      1.00E+17                  2.25
713                              80        No MI                      1.00E+17                  2.25
714                     60.88000107        No MI                      1.00E+17                  2.25
715                              65        No MI                      1.00E+17                  2.25
716                              80        No MI                      1.00E+17                  2.25
717                     79.98999786        No MI                      1.00E+17                  2.25
718                     69.98999786        No MI                      1.00E+17                  2.25
719                              80        No MI                      1.00E+17                  2.25
720                     74.91999817        No MI                      1.00E+17                  2.75
721                     79.98000336        No MI                      1.00E+17                  2.25
722                              70        No MI                      1.00E+17                  2.25
723                     62.74000168        No MI                      1.00E+17                  2.25
724                              75        No MI                      1.00E+17                  2.25
725                     74.98000336        No MI                      1.00E+17                  2.25
726                              80        No MI                      1.00E+17                  2.25
727                              80        No MI                      1.00E+17                  2.25
728                              80        No MI                      1.00E+17                  2.25
729                              80        No MI                      1.00E+17                  2.25
730                              80        No MI                      1.00E+17                  2.25
731                              80        No MI                      1.00E+17                  2.25
732                              80        No MI                      1.00E+17                  2.25
733                              75        No MI                      1.00E+17                  2.25
734                              80        No MI                      1.00E+17                  2.25
735                              80        No MI                      1.00E+17                  2.25
736                              80        No MI                      1.00E+17                  2.25
737                              80        No MI                      1.00E+17                  2.25
738                              80        No MI                      1.00E+17                  2.25
739                              80        No MI                      1.00E+17                  2.25
740                              80        No MI                      1.00E+17                  2.25
741                              80        No MI                      1.00E+17                  2.25
742                              80        No MI                      1.00E+17                  2.25
743                              80        No MI                      1.00E+17                  2.25
744                              80        No MI                      1.00E+17                  2.25
745                              80        No MI                      1.00E+17                  2.25
746                              80        No MI                      1.00E+17                  2.25
747                              80        No MI                      1.00E+17                  2.25
748                              80        No MI                      1.00E+17                  2.25
749                              80        No MI                      1.00E+17                  2.25
750                              80        No MI                      1.00E+17                  2.25
751                              80        No MI                      1.00E+17                  2.25
752                              65        No MI                      1.00E+17                  2.25
753                              80        No MI                      1.00E+17                  2.25
754                              80        No MI                      1.00E+17                  2.25
755                              80        No MI                      1.00E+17                  2.25
756                              80        No MI                      1.00E+17                  2.25
757                              75        No MI                      1.00E+17                  2.25
758                              80        No MI                      1.00E+17                  2.25
759                              80        No MI                      1.00E+17                  2.25
760                              80        No MI                      1.00E+17                  2.25
761                              80        No MI                      1.00E+17                  2.25
762                              80        No MI                      1.00E+17                  2.25
763                              80        No MI                      1.00E+17                  2.25
764                              90 Mortgage Guaranty In              1.00E+17                  2.25
765                     66.66999817        No MI                      1.00E+17                  2.25
766                     72.55000305        No MI                      1.00E+17                  2.25
767                              70        No MI                      1.00E+17                  2.25
768                            69.5        No MI                      1.00E+17                  2.25
769                              66        No MI                      1.00E+17                  2.25
770                              70        No MI                      1.00E+17                  2.25
771                              70        No MI                      1.00E+17                  2.25
772                              55        No MI                      1.00E+17                  2.25
773                              70        No MI                      1.00E+17                  2.25
774                              80        No MI                      1.00E+17                  2.25
775                              70        No MI                      1.00E+17                  2.25
776                              80        No MI                      1.00E+17                  2.25
777                              70        No MI                      1.00E+17                  2.25
778                              80        No MI                      1.00E+17                  2.25
779                              80        No MI                      1.00E+17                  2.25
780                     78.37000275        No MI                      1.00E+17                  2.25
781                              80        No MI                      1.00E+17                  2.25
782                     71.59999847        No MI                      1.00E+17                  2.25
783                     46.43999863        No MI                      1.00E+17                  2.25
784                              80        No MI                      1.00E+17                  2.25
785                     69.44000244        No MI                      1.00E+17                  2.25
786                     78.79000092        No MI                      1.00E+17                  2.25
787                              70        No MI                      1.00E+17                  2.25
788                            69.5        No MI                      1.00E+17                  2.25
789                              70        No MI                      1.00E+17                  2.25
790                              80        No MI                      1.00E+17                  2.25
791                              80        No MI                      1.00E+17                  2.25
792                              70        No MI                      1.00E+17                  2.25
793                              80        No MI                      1.00E+17                  2.25
794                              70        No MI                      1.00E+17                  2.25
795                     79.55000305        No MI                      1.00E+17                  2.25
796                              70        No MI                      1.00E+17                  2.25
797                              70        No MI                      1.00E+17                  2.25
798                              80        No MI                      1.00E+17                  2.25
799                              70        No MI                      1.00E+17                  2.25
800                     78.26000214        No MI                      1.00E+17                  2.25
801                              70        No MI                      1.00E+17                  2.25
802                              70        No MI                      1.00E+17                  2.25
803                     60.90000153        No MI                      1.00E+17                  2.25
804                              70        No MI                      1.00E+17                  2.25
805                              70        No MI                      1.00E+17                  2.25
806                              70        No MI                      1.00E+17                  2.25
807                              70        No MI                      1.00E+17                  2.25
808                              80        No MI                      1.00E+17                  2.25
809                              70        No MI                      1.00E+17                  2.25
810                              70        No MI                      1.00E+17                  2.25
811                              80        No MI                      1.00E+17                  2.25
812                     51.45999908        No MI                      1.00E+17                  2.25
813                     82.01999664         YES                       1.00E+17                  2.25
814                              80        No MI                      1.00E+17                  2.25
815                              80        No MI                      1.00E+17                  2.25
816                              70        No MI                      1.00E+17                  2.25
817                              80        No MI                      1.00E+17                  2.25
818                              80        No MI                      1.00E+17                  2.25
819                              80        No MI                      1.00E+17                  2.25
820                              70        No MI                      1.00E+17                  2.25
821                              80        No MI                      1.00E+17                  2.25
822                              80        No MI                      1.00E+17                  2.25
823                              80        No MI                      1.00E+17                  2.25
824                              75        No MI                      1.00E+17                  2.25
825                              70        No MI                      1.00E+17                  2.25
826                              75        No MI                      1.00E+17                  2.25
827                              80        No MI                      1.00E+17                  2.25
828                              70        No MI                      1.00E+17                  2.25
829                              80        No MI                      1.00E+17                 4.125
830                              70        No MI                      1.00E+17                  2.25
831                     65.45999908        No MI                      1.00E+17                  2.25
832                              80        No MI                      1.00E+17                  2.25
833                              80        No MI                      1.00E+17                  2.25
834                     69.93000031        No MI                      1.00E+17                  2.25
835                     79.98999786        No MI                      1.00E+17                 2.375
836                              78        No MI                      1.00E+17                  3.25
837                     77.98999786        No MI                      1.00E+17                  3.25
838                              78        No MI                      1.00E+17                  3.25
839                     77.98999786        No MI                      1.00E+17                  3.25
840                              80        No MI                      1.00E+17                     2
841                              90   Radian Guaranty                 1.00E+17                  3.25
842                              80        No MI                                                4.75
843                              80        No MI                                               3.875
844                              80        No MI                                               3.625
845                              80        No MI                                               3.375
846                              80        No MI                                                   4
847                              80        No MI                                                   4
848                     42.68000031        No MI                      1.00E+17                  2.75
849                     89.98999786 Mortgage Guaranty In              1.00E+17                  2.75
850                              70        No MI                      1.00E+17                  2.75
851                              90 Mortgage Guaranty In              1.00E+17                  2.75
852                     64.72000122        No MI         1002542-0000001819                     2.75
853                     76.91999817        No MI                      1.00E+17                  2.75
854                     68.18000031        No MI                      1.00E+17                  2.25
855                     78.69999695        No MI                                                2.25
856                              80        No MI                      1.00E+17                  2.25
857                     72.95999908        No MI                      1.00E+17                  2.25
858                              80        No MI                      1.00E+17                  2.25
859                     79.88999939        No MI                      1.00E+17                  2.25
860                              80        No MI                      1.00E+17                  2.25
861                              75        No MI                      1.00E+17                  2.25
862                     67.86000061        No MI                      1.00E+17                  2.25
863                              65        No MI                      1.00E+17                 2.375
864                              80        No MI                      1.00E+17                  2.25
865                              70        No MI                      1.00E+17                  2.25
866                              80        No MI                      1.00E+17                  2.25
867                     58.33000183        No MI                      1.00E+17                  2.25
868                              70        No MI                      1.00E+17                  2.25
869                              70        No MI                      1.00E+17                  2.25
870                              80        No MI                      1.00E+17                  2.25
871                              80        No MI                      1.00E+17                  2.25
872                     79.98999786        No MI                      1.00E+17                  2.25
873                              70        No MI                      1.00E+17                  2.25
874                              80        No MI                      1.00E+17                  2.25
875                              80        No MI                      1.00E+17                  2.25
876                              70        No MI                      1.00E+17                  2.25
877                              70        No MI                      1.00E+17                  2.25
878                     62.63000107        No MI                      1.00E+17                  2.25
879                              80        No MI                      1.00E+17                  2.25
880                     78.68000031        No MI                      1.00E+17                  2.25
881                           73.75        No MI                      1.00E+17                  2.25
882                              80        No MI                      1.00E+17                  2.25
883                              80        No MI                      1.00E+17                  2.75
884                     78.26999664        No MI                      1.00E+17                  2.25
885                              80        No MI                      1.00E+17                  2.25
886                              80        No MI                      1.00E+17                  2.25
887                              80        No MI                      1.00E+17                  2.25
888                              80        No MI                      1.00E+17                  2.25
889                              80        No MI                      1.00E+17                  2.25
890                              65        No MI                      1.00E+17                  2.25
891                              80        No MI                      1.00E+17                  2.25
892                              80        No MI                      1.00E+17                  2.25
893                              80        No MI                      1.00E+17                  2.25
894                              80        No MI                      1.00E+17                  2.25
895                     79.98999786        No MI                      1.00E+17                  2.25
896                              80        No MI                      1.00E+17                  2.25
897                              80        No MI                      1.00E+17                  2.25
898                              75        No MI                      1.00E+17                  2.25
899                              80        No MI                      1.00E+17                  2.25
900                              65        No MI                      1.00E+17                  2.25
901                              80        No MI                      1.00E+17                  2.25
902                              80        No MI                      1.00E+17                 2.125
903                     73.08999634        No MI                                                 1.5
904                     68.22000122        No MI                      1.00E+17                  2.25
905                              80        No MI                      1.00E+17                  2.25
906                              80        No MI                      1.00E+17                  2.25
907                              80        No MI                      1.00E+17                  2.25
908                              80        No MI                      1.00E+17                  2.25
909                              80        No MI                      1.00E+17                  2.25
910                              75        No MI                      1.00E+17                  2.25
911                              70        No MI                      1.00E+17                  2.25
912                              75        No MI                      1.00E+17                  2.25
913                              75        No MI                      1.00E+17                  2.25
914                     79.98999786        No MI                      1.00E+17                  2.25
915                              80        No MI                      1.00E+17                  2.25
916                              65        No MI                      1.00E+17                  2.25
917                     64.55000305        No MI                      1.00E+17                  2.25
918                              80        No MI                      1.00E+17                  2.25
919                              80        No MI                      1.00E+17                  2.25
920                              80        No MI                      1.00E+17                  2.25
921                              80        No MI                                                2.25
922                              80        No MI                      1.00E+17                  2.25
923                              80        No MI                      1.00E+17                  2.25
924                              80        No MI                      1.00E+17                  2.25
925                              80        No MI                      1.00E+17                  2.25
926                     79.98999786        No MI                      1.00E+17                 2.875
927                              80        No MI                      1.00E+17                 2.375
928                              70        No MI                      1.00E+17                  2.25
929                     79.93000031        No MI                      1.00E+17                  2.25
930                              65        No MI                      1.00E+17                  2.25
931                              80        No MI                      1.00E+17                  2.25
932                              75        No MI                      1.00E+17                  2.25
933                              70        No MI                      1.00E+17                  2.25
934                     49.38000107        No MI                      1.00E+17                  2.25
935                              80        No MI                      1.00E+17                  2.25
936                              80        No MI                      1.23E+17                  2.25
937                              80        No MI                      1.00E+17                  2.25
938                              60        No MI                      1.00E+17                  2.25
939                     74.26000214        No MI                      1.00E+17                  2.25
940                     78.66999817        No MI                      1.00E+17                  2.25
941                              80        No MI                      1.00E+17                  2.25
942                     78.79000092        No MI                      1.00E+17                  2.25
943                              80        No MI                      1.00E+17                  2.25
944                              80        No MI                      1.00E+17                  2.25
945                     79.98000336         PMI                       1.00E+17                  2.25
946                              75        No MI                      1.00E+17                  2.25
947                              80        No MI                      1.23E+17                  2.25
948                              80        No MI                      1.00E+17                  2.25
949                            62.5        No MI                      1.00E+17                  2.25
950                              70        No MI                      1.00E+17                  2.25
951                              80        No MI                      1.00E+17                  2.25
952                              80        No MI                      1.00E+17                  2.25
953                     66.59999847        No MI                      1.00E+17                  2.25
954                              80        No MI                      1.00E+17                  2.25
955                     74.94999695        No MI                      1.00E+17                  2.25
956                              65        No MI                      1.00E+17                  2.25
957                     78.90000153        No MI                      1.00E+17                  2.25
958                     79.97000122        No MI                      1.00E+17                  2.25
959                     89.98999786    GE Capital MI                  1.00E+17                  2.25
960                     79.98000336        No MI                      1.00E+17                  2.25
961                              80        No MI                      1.00E+17                  2.25
962                              80        No MI                      1.00E+17                  2.25
963                     79.98000336        No MI                      1.00E+17                  2.25
964                     74.98999786        No MI                      1.00E+17                  2.25
965                              65        No MI                      1.00E+17                  2.25
966                              80        No MI                      1.00E+17                  2.25
967                              90    GE Capital MI                  1.00E+17                 2.875
968                     68.18000031        No MI                      1.00E+17                  2.25
969                              80        No MI                      1.00E+17                  2.25
970                     79.87999725        No MI                      1.00E+17                  2.25
971                              80        No MI                      1.00E+17                  2.25
972                              80        No MI                      1.00E+17                  2.25
973                              80        No MI                      1.00E+17                  2.25
974                     72.90000153        No MI                      1.00E+17                  2.25
975                     74.72000122        No MI                      1.00E+17                  2.25
976                              80        No MI                      1.00E+17                  2.25
977                              80        No MI                      1.00E+17                  2.25
978                              80        No MI                      1.00E+17                  2.25
979                              75        No MI                      1.00E+17                  2.25
980                     79.98999786        No MI                      1.00E+17                  2.25
981                     89.72000122    GE Capital MI                  1.00E+17                  2.25
982                              80        No MI                      1.00E+17                  2.25
983                     79.81999969        No MI                      1.00E+17                  2.25
984                              80        No MI                      1.23E+17                  2.25
985                              80        No MI                      1.00E+17                  2.25
986                     61.86000061        No MI                      1.00E+17                  2.25
987                              80        No MI                      1.00E+17                  2.25
988                     75.48000336        No MI                      1.00E+17                  2.25
989                              75        No MI                      1.00E+17                  2.25
990                     79.16999817        No MI                      1.00E+17                  2.25
991                              80        No MI                      1.00E+17                  2.25
992                     79.70999908        No MI                      1.00E+17                  2.25
993                              80        No MI                      1.00E+17                  2.25
994                              70        No MI                      1.00E+17                  2.25
995                     78.69000244        No MI                      1.00E+17                  2.25
996                              80        No MI                      1.00E+17                  2.25
997                              75        No MI                      1.00E+17                  2.25
998                              80        No MI                      1.00E+17                  2.25
999                              80        No MI                      1.00E+17                  2.25
1000                    74.87999725        No MI                      1.00E+17                  2.25
1001                             80        No MI                      1.00E+17                  2.25
1002                             80        No MI                      1.00E+17                  2.25
1003                    73.33000183        No MI                      1.00E+17                  2.25
1004                    25.63999939        No MI                      1.00E+17                  2.25
1005                             80        No MI                      1.00E+17                  2.25
1006                             80        No MI                      1.00E+17                  2.25
1007                             80        No MI                      1.00E+17                  2.25
1008                             80        No MI                      1.00E+17                  2.25
1009                             80        No MI                      1.00E+17                  2.25
1010                             80        No MI                      1.00E+17                  2.25
1011                             80        No MI                                                2.25
1012                             80        No MI                      1.00E+17                  2.25
1013                    73.86000061        No MI                      1.00E+17                  2.25
1014                    79.98999786        No MI                      1.00E+17                  2.25
1015                    79.73000336        No MI                      1.00E+17                  2.25
1016                    70.62000275        No MI                      1.00E+17                  2.25
1017                    77.26999664        No MI                      1.00E+17                  2.25
1018                             80        No MI                      1.00E+17                  2.25
1019                             80        No MI                      1.00E+17                  2.25
1020                             80        No MI                      1.00E+17                  2.25
1021                    55.56000137        No MI                      1.00E+17                  2.25
1022                             80        No MI                      1.00E+17                  2.25
1023                    70.69999695        No MI                      1.00E+17                  2.25
1024                             80        No MI                      1.00E+17                  2.25
1025                    53.65999985        No MI                      1.00E+17                  2.25
1026                    77.70999908        No MI                      1.00E+17                  2.25
1027                             80        No MI                      1.00E+17                  2.25
1028                             80        No MI                      1.00E+17                  2.25
1029                             80        No MI                      1.00E+17                  2.25
1030                             80        No MI                      1.00E+17                  2.25
1031                             60        No MI                      1.00E+17                  2.25
1032                             75        No MI                                                2.75
1033                             70        No MI                                                2.75
1034                    66.30999756        No MI                      1.00E+17                  2.75
1035                    47.27000046        No MI                      1.00E+17                  2.75
1036                    76.70999908        No MI                                                2.75
1037                    62.79999924        No MI                                                2.75
1038                    64.61000061        No MI                                                2.75
1039                             75        No MI                                                2.75
1040                    61.09000015        No MI                                                2.75
1041                             80        No MI                                                2.75
1042                             75        No MI                                                2.75
1043                          56.25        No MI                                                2.75
1044                             80        No MI                                                2.75
1045                             70        No MI                                                2.75
1046                    61.20000076        No MI                                                2.75
1047                    77.09999847        No MI                                                2.75
1048                             75        No MI                                                2.75
1049                             80        No MI                                                2.75
1050                    68.56999969        No MI                                                2.75
1051                    79.98000336        No MI                      1.00E+17                  2.25
1052                             80        No MI                      1.00E+17                  2.75
1053                             80        No MI                      1.00E+17                  2.25
1054                             80        No MI                      1.00E+17                  2.25
1055                             70        No MI                      1.00E+17                  2.25
1056                             80        No MI                      1.00E+17                 1.625
1057                             75        No MI                      1.00E+17                  2.25
1058                             80        No MI                      1.00E+17                  2.25
1059                             70        No MI                      1.00E+17                   2.5
1060                             80        No MI                      1.00E+17                 1.875
1061                    46.43000031        No MI                      1.00E+17                  1.75
1062                    69.29000092        No MI                      1.00E+17                   2.5
1063                    75.41999817        No MI                      1.00E+17                 2.375
1064                             80        No MI                      1.00E+17                   2.5
1065                    67.30999756        No MI                      1.00E+17                 2.375
1066                             70        No MI                      1.00E+16                   2.5
1067                    39.31000137        No MI                      1.00E+16                 2.375
1068                             70        No MI                      1.00E+16                   2.5
1069                    39.52999878        No MI                      1.00E+16                 2.875
1070                    66.15000153        No MI                      1.00E+16                 2.375
1071                    53.54999924        No MI                      1.00E+16                 2.375
1072                    69.51999664        No MI                      1.00E+16                 2.875
1073                             75        No MI                      1.00E+16                  2.25
1074                    68.88999939        No MI                      1.00E+16                 2.875
1075                    39.08000183        No MI                      1.00E+16                 2.375
1076                    57.84999847        No MI                      1.00E+16                   2.5
1077                    64.80000305        No MI                      1.00E+16                 2.125
1078                             80        No MI                      1.00E+17                  2.25
1079                             80        No MI                      1.00E+17                  2.25
1080                             80        No MI                      1.00E+17                  2.25
1081                    61.31000137        No MI                      1.00E+17                  2.25
1082                             50        No MI                      1.00E+17                  2.25
1083                    77.09999847        No MI                      1.00E+17                  2.25
1084                    79.56999969        No MI                      1.00E+17                  2.25
1085                    64.93000031        No MI                      1.00E+17                  3.25
1086                             75        No MI                      1.00E+17                  2.25
1087                    79.44999695        No MI                      1.00E+17                  2.25
1088                             65        No MI                      1.00E+17                  2.25
1089                             80        No MI                      1.00E+17                  2.25
1090                    79.65000153        No MI                      1.00E+17                  2.25
1091                             80        No MI                      1.00E+17                  2.25
1092                    79.98999786        No MI                      1.00E+17                  2.25
1093                             80        No MI                      1.00E+17                  2.25
1094                             80        No MI                      1.00E+17                  2.25
1095                             65        No MI                      1.00E+17                  3.25
1096                    69.12000275        No MI                      1.00E+17                  2.25
1097                             80        No MI                      1.00E+17                  2.25
1098                    79.23999786        No MI                      1.00E+17                  2.25
1099                             80        No MI                      1.00E+17                  2.25
1100                             80        No MI                      1.00E+17                  2.25
1101                    71.43000031        No MI                      1.00E+17                  2.25
1102                             75        No MI                      1.00E+17                  2.25
1103                             80        No MI                      1.00E+17                  2.25
1104                             80        No MI                      1.00E+17                  2.25
1105                             80        No MI                      1.00E+17                  2.25
1106                    79.98999786        No MI                      1.00E+17                  2.25
1107                    79.98999786        No MI                      1.00E+17                  2.25
1108                             80        No MI                      1.00E+17                  2.25
1109                             70        No MI                      1.00E+17                  3.25
1110                             80        No MI                      1.00E+17                  2.25
1111                             75        No MI                      1.00E+17                  2.25
1112                             80        No MI                      1.00E+17                  2.25
1113                             75        No MI                      1.00E+17                  2.25
1114                             75        No MI                      1.00E+17                  2.25
1115                             80        No MI                      1.00E+17                  2.25
1116                    64.55999756        No MI                      1.00E+17                  2.25
1117                             80        No MI                      1.00E+17                  2.25
1118                             75        No MI                      1.00E+17                  2.25
1119                    59.86999893        No MI                      1.00E+17                  2.25
1120                             80        No MI                      1.00E+17                  2.25
1121                             80        No MI                      1.00E+17                  2.25
1122                             80        No MI                      1.00E+17                  2.25
1123                             75        No MI                      1.00E+17                  2.25
1124                             75        No MI                      1.00E+17                  2.25
1125                             75        No MI                      1.00E+17                  2.25
1126                             80        No MI                      1.00E+17                  2.25
1127                    63.54999924        No MI                      1.00E+17                  2.25
1128                             80        No MI                      1.00E+17                  2.25
1129                             80        No MI                      1.00E+17                  2.25
1130                             80        No MI                      1.00E+17                  2.25
1131                             75        No MI                      1.00E+17                  2.25
1132                             80        No MI                      1.00E+17                  2.25
1133                             70        No MI                      1.00E+17                  2.25
1134                             80        No MI                      1.00E+17                  2.25
1135                             80        No MI                      1.00E+17                  2.25
1136                             70        No MI                      1.00E+17                  2.25
1137                    73.94999695        No MI                      1.00E+17                  2.25
1138                             80        No MI                      1.00E+17                  2.25
1139                    79.37000275        No MI                      1.00E+17                  2.25
1140                    71.33000183        No MI                      1.00E+17                  2.25
1141                    77.91999817        No MI                      1.00E+17                  2.25
1142                             80        No MI                      1.00E+17                  2.25
1143                    76.91999817        No MI                      1.00E+17                  2.25
1144                             80        No MI                      1.00E+17                  2.25
1145                             80        No MI                      1.00E+17                  2.25
1146                    65.66000366        No MI                      1.00E+17                  2.25
1147                             80        No MI                      1.00E+17                  2.25
1148                             75        No MI                      1.00E+17                  2.25
1149                    58.36000061        No MI                      1.00E+17                  2.25
1150                             80        No MI                      1.00E+17                  2.25
1151                    87.02999878 Mortgage Guaranty In              1.00E+17                  2.25
1152                             80        No MI                      1.00E+17                  2.25
1153                             80        No MI                      1.00E+17                  2.25
1154                             80        No MI                      1.00E+17                  2.25
1155                             80        No MI                      1.00E+17                  2.25
1156                    71.93000031        No MI                      1.00E+17                  2.25
1157                    79.98999786        No MI                      1.00E+17                  2.25
1158                             80        No MI                      1.00E+17                  2.25
1159                             70        No MI                      1.00E+17                  2.25
1160                    47.20000076        No MI                      1.00E+17                  2.25
1161                    77.61000061        No MI                      1.00E+17                  2.25
1162                    69.33000183        No MI                      1.00E+17                  2.25
1163                             75        No MI                      1.00E+17                  2.25
1164                             80        No MI                      1.00E+17                  2.25
1165                    70.05999756        No MI                      1.00E+17                  2.25
1166                             80        No MI                      1.00E+17                  2.25
1167                             80        No MI                      1.00E+17                  2.25
1168                             70        No MI                      1.00E+17                  2.25
1169                    69.68000031        No MI                      1.00E+17                  2.25
1170                    79.90000153        No MI                      1.00E+17                  2.25
1171                             80        No MI                      1.00E+17                  2.25
1172                             80        No MI                      1.00E+17                  2.25
1173                    74.97000122        No MI                      1.00E+17                  2.25
1174                             80        No MI                      1.00E+17                  2.25
1175                             80        No MI                      1.00E+17                  2.25
1176                             80        No MI                      1.00E+17                  2.25
1177                             75        No MI                      1.00E+17                  2.25
1178                    71.66999817        No MI                      1.00E+17                  2.25
1179                    78.30000305        No MI                      1.00E+17                  2.25
1180                             90     Republic MIC                  1.00E+17                  2.25
1181                             80        No MI                      1.00E+17                  2.25
1182                             80        No MI                      1.00E+17                  2.25
1183                             80        No MI                      1.00E+17                  2.25
1184                             75        No MI                      1.00E+17                  2.25
1185                    76.98000336        No MI                      1.00E+17                  2.25
1186                             80        No MI                      1.00E+17                  2.25
1187                             80        No MI                      1.00E+17                  2.25
1188                    79.47000122        No MI                      1.00E+17                  2.25
1189                    74.98000336        No MI                      1.00E+17                  2.25
1190                             80        No MI                      1.00E+17                  2.25
1191                             80        No MI                      1.00E+17                  2.25
1192                             80        No MI                      1.00E+17                  2.25
1193                             80        No MI                      1.00E+17                  2.25
1194                             65        No MI                      1.00E+17                  2.25
1195                             65        No MI                      1.00E+17                  2.25
1196                    79.47000122        No MI                      1.00E+17                  2.25
1197                             65        No MI                      1.00E+17                  2.25
1198                             65        No MI                      1.00E+17                  2.25
1199                             80        No MI                      1.00E+17                  2.25
1200                    74.05000305        No MI                      1.00E+17                  2.25
1201                    79.95999908        No MI                      1.00E+17                  2.75
1202                             75        No MI                      1.00E+17                  2.25
1203                             80        No MI                      1.00E+17                  2.25
1204                    65.44999695        No MI                      1.00E+17                  2.25
1205                             80        No MI                      1.00E+17                  2.25
1206                             70        No MI                      1.00E+17                  2.25
1207                             80        No MI                      1.00E+17                  2.25
1208                             65        No MI                      1.00E+17                  2.25
1209                    79.98999786        No MI                      1.00E+17                  2.25
1210                             80        No MI                      1.00E+17                  2.25
1211                    79.98999786        No MI                      1.00E+17                  2.25
1212                    76.34999847        No MI                      1.00E+17                  2.25
1213                             80        No MI                      1.00E+17                  2.25
1214                    69.77999878        No MI                      1.00E+17                  2.25
1215                             80        No MI                      1.00E+17                  2.25
1216                             80        No MI                      1.00E+17                  2.25
1217                             80        No MI                      1.00E+17                  2.25
1218                    71.05000305        No MI                      1.00E+17                  2.25
1219                             70        No MI                      1.00E+17                  2.25
1220                             80        No MI                      1.00E+17                  2.25
1221                             80        No MI                      1.00E+17                  2.25
1222                             80        No MI                      1.00E+17                     5
1223                             70        No MI                      1.00E+17                  2.25
1224                             80        No MI                      1.00E+17                  2.25
1225                    65.80999756        No MI                      1.00E+17                  2.25
1226                             80        No MI                      1.00E+17                  2.25
1227                             80        No MI                      1.00E+17                  2.25
1228                             65        No MI                      1.00E+17                  2.75
1229                    79.98000336        No MI                      1.00E+17                  2.25
1230                             80        No MI                      1.00E+17                  2.25
1231                             80        No MI                                                2.25
1232                             80        No MI                      1.00E+17                  2.25
1233                             80        No MI                      1.00E+17                  2.25
1234                    63.38000107        No MI                      1.00E+17                  2.25
1235                             80        No MI                      1.00E+17                  2.25
1236                             65        No MI                                                2.25
1237                             80        No MI                      1.00E+17                  2.25
1238                             80        No MI                      1.00E+17                  2.25
1239                             80        No MI                      1.00E+17                 2.375
1240                    79.98999786        No MI                      1.00E+17                  2.25
1241                    48.11000061        No MI                      1.00E+17                  2.25
1242                             75        No MI                      1.00E+17                  2.25
1243                             75        No MI                      1.00E+17                  2.25
1244                             80        No MI                      1.00E+17                  2.25
1245                             80        No MI                      1.00E+17                  2.25
1246                             80        No MI                      1.00E+17                  2.25
1247                    74.98999786        No MI                                                2.25
1248                             80        No MI                      1.00E+17                  2.25
1249                             80        No MI                      1.00E+17                  2.25
1250                             70        No MI                      1.00E+17                  2.25
1251                             80        No MI                      1.00E+17                  2.25
1252                             70        No MI                      1.00E+17                 2.375
1253                             80        No MI                      1.00E+17                  2.25
1254                             80        No MI                      1.00E+17                  2.25
1255                             80        No MI                      1.00E+17                  2.25
1256                             80        No MI                      1.00E+17                  2.25
1257                             80        No MI                      1.00E+17                  2.25
1258                             70        No MI                      1.00E+17                  2.25
1259                             80        No MI                      1.00E+17                 2.375
1260                             80        No MI                      1.00E+17                  2.25
1261                    79.98999786        No MI                      1.00E+17                  2.25
1262                    67.30999756        No MI                      1.00E+17                  2.25
1263                             80        No MI                                               2.375
1264                             80        No MI                      1.00E+17                  2.25
1265                             70        No MI                      1.00E+17                  3.25
1266                    79.97000122        No MI                      1.00E+17                  2.25
1267                             80        No MI                      1.00E+17                  2.25
1268                    74.98000336        No MI                      1.00E+17                  2.25
1269                             70        No MI                      1.00E+17                  2.25
1270                             80        No MI                      1.00E+17                  2.25
1271                             80        No MI                                                2.25
1272                    79.98999786        No MI                      1.00E+17                     5
1273                             80        No MI                      1.00E+17                  2.25
1274                    69.94999695        No MI                      1.00E+17                  2.25
1275                             75        No MI                      1.00E+17                  2.25
1276                             75        No MI                      1.00E+17                  2.25
1277                             80        No MI                      1.00E+17                  2.25
1278                             80        No MI                      1.00E+17                  2.25
1279                             80        No MI                      1.00E+17                  2.25
1280                             80        No MI                      1.00E+17                  2.25
1281                             80        No MI                      1.00E+17                  2.25
1282                           75.5        No MI                      1.00E+17                  2.25
1283                    77.77999878        No MI                      1.00E+17                  2.25
1284                             80        No MI                      1.00E+17                  2.25
1285                             80        No MI                      1.00E+17                  2.25
1286                    52.63000107        No MI                      1.00E+17                  2.25
1287                    71.01000214        No MI                      1.00E+17                  2.25
1288                             80        No MI                      1.00E+17                  2.25
1289                    89.58999634         PMI                       1.00E+17                  2.25
1290                             80        No MI                      1.00E+17                  2.25
1291                    61.97000122        No MI                      1.00E+17                  2.25
1292                             80        No MI                      1.00E+17                  2.25
1293                    59.58000183        No MI                      1.00E+17                  2.25
1294                             80        No MI                      1.00E+17                  2.25
1295                             80        No MI                      1.00E+17                  2.25
1296                    51.09000015        No MI                      1.00E+17                  2.25
1297                             80        No MI                      1.00E+17                  2.25
1298                             80        No MI                      1.00E+17                  2.25
1299                    57.38000107        No MI                      1.00E+17                  2.25
1300                             80        No MI                      1.00E+17                  2.25
1301                             80        No MI                      1.00E+17                  2.25
1302                    75.68000031        No MI                      1.00E+17                  2.25
1303                             80        No MI                      1.00E+17                  2.25
1304                             80        No MI                      1.00E+17                  2.25
1305                             80        No MI                      1.00E+17                  2.25
1306                             75        No MI                      1.00E+17                  2.25
1307                             80        No MI                      1.00E+17                  2.25
1308                    63.29000092        No MI                      1.00E+17                  2.25
1309                             80        No MI                      1.00E+17                  2.25
1310                             80        No MI                      1.00E+17                  2.25
1311                          56.25        No MI                      1.00E+17                  2.25
1312                             75        No MI                      1.00E+17                  2.25
1313                             70        No MI                      1.00E+17                  2.25
1314                    78.38999939        No MI                      1.00E+17                  2.25
1315                             80        No MI                      1.00E+17                  2.25
1316                             80        No MI                      1.00E+17                  2.25
1317                             80        No MI                      1.00E+17                  2.25
1318                    74.62999725        No MI                      1.00E+17                  2.25
1319                             80        No MI                      1.00E+17                  2.25
1320                    59.97999954        No MI                      1.00E+17                  2.25
1321                             80        No MI                      1.00E+17                  2.25
1322                             80        No MI                      1.00E+17                  2.25
1323                             80        No MI                      1.00E+17                  2.25
1324                          79.75        No MI                      1.00E+17                  2.25
1325                             80        No MI                      1.00E+17                  2.25
1326                             70        No MI                      1.00E+17                  2.25
1327                    72.79000092        No MI                      1.00E+17                  2.25
1328                    79.95999908        No MI                      1.00E+17                  2.25
1329                    77.48000336        No MI                      1.00E+17                  2.25
1330                             80        No MI                      1.00E+17                  2.25
1331                             80        No MI                      1.00E+17                  2.25
1332                             75        No MI                      1.00E+17                  2.25
1333                    58.65000153        No MI                      1.00E+17                  2.25
1334                             80        No MI                      1.00E+17                  2.25
1335                             80        No MI                      1.00E+17                  2.25
1336                    73.33000183        No MI                      1.00E+17                  2.25
1337                    69.76999664        No MI                      1.00E+17                  2.25
1338                             80        No MI                      1.00E+17                  2.25
1339                             80        No MI                      1.00E+17                  2.25
1340                             80        No MI                      1.00E+17                  2.25
1341                             80        No MI                      1.00E+17                  2.25
1342                    73.66000366        No MI                      1.00E+17                  2.25
1343                             80        No MI                      1.00E+17                  2.25
1344                             80        No MI                      1.00E+17                  2.25
1345                             80        No MI                      1.00E+17                  2.25
1346                    74.93000031        No MI                      1.00E+17                  2.25
1347                             80        No MI                      1.00E+17                  2.25
1348                             80        No MI                      1.00E+17                  2.25
1349                    79.94999695        No MI                      1.00E+17                  2.25
1350                    78.93000031        No MI                      1.00E+17                  2.25
1351                             80        No MI                      1.00E+17                  2.75
1352                    78.26000214        No MI                      1.00E+17                  2.25
1353                             80        No MI                      1.00E+17                  2.25
1354                             80        No MI                      1.00E+17                  2.25
1355                             80        No MI                      1.00E+17                  2.25
1356                             75        No MI                      1.00E+17                  2.25
1357                             80        No MI                      1.00E+17                  2.25
1358                    72.22000122        No MI                      1.00E+17                  2.25
1359                             70        No MI                      1.00E+17                  2.25
1360                             80        No MI                      1.00E+17                  2.25
1361                    71.52999878        No MI                      1.00E+17                  2.25
1362                    67.13999939        No MI                      1.00E+17                  2.25
1363                             75        No MI                      1.00E+17                  2.25
1364                             80        No MI                      1.00E+17                  2.25
1365                    61.93999863        No MI                      1.00E+17                  2.25
1366                    70.91000366        No MI                      1.00E+17                  2.25
1367                    68.69999695        No MI                      1.00E+17                  2.25
1368                    78.76000214        No MI                      1.00E+17                  2.25
1369                    75.29000092        No MI                      1.00E+17                  2.25
1370                             70        No MI                      1.00E+17                  2.25
1371                             70        No MI                      1.00E+17                  2.25
1372                             75        No MI                      1.00E+17                  2.25
1373                             75        No MI                      1.00E+17                  2.25
1374                             80        No MI                      1.00E+17                  2.25
1375                    64.51999664        No MI                      1.00E+17                  2.25
1376                             80        No MI                      1.00E+17                  2.25
1377                             80        No MI                      1.00E+17                  2.25
1378                    74.87999725        No MI                      1.00E+17                  2.25
1379                             80        No MI                      1.00E+17                  2.25
1380                             80        No MI                      1.00E+17                  2.25
1381                             80        No MI                      1.00E+17                  2.25
1382                    75.79000092        No MI                      1.00E+17                  2.25
1383                             80        No MI                      1.00E+17                  2.25
1384                    58.56000137        No MI                      1.00E+17                  2.25
1385                             80        No MI                      1.00E+17                  2.25
1386                    69.23000336        No MI                      1.00E+17                  2.25
1387                             80        No MI                      1.00E+17                  2.25
1388                             80        No MI                      1.00E+17                  2.25
1389                    78.94999695        No MI                      1.00E+17                  2.25
1390                    78.55999756        No MI                      1.00E+17                  2.25
1391                    79.98999786        No MI                      1.00E+17                  2.25
1392                             80        No MI                      1.00E+17                  2.25
1393                    77.76999664        No MI                      1.00E+17                  2.25
1394                             80        No MI                      1.00E+17                  2.25
1395                    78.11000061        No MI                      1.00E+17                  2.25
1396                             80        No MI                      1.00E+17                  2.25
1397                    73.86000061        No MI                      1.00E+17                  2.25
1398                    77.91000366        No MI                      1.00E+17                  2.25
1399                             80        No MI                      1.00E+17                  2.25
1400                             75        No MI                      1.00E+17                  2.25
1401                             80        No MI                      1.00E+17                  2.25
1402                             80        No MI                      1.00E+17                  2.25
1403                             80        No MI                      1.00E+17                  2.25
1404                             95   United Guaranty                 1.00E+17                  2.25
1405                             80        No MI                      1.00E+17                  2.25
1406                             80        No MI                      1.00E+17                  2.25
1407                    79.91000366        No MI                      1.00E+17                  2.25
1408                    74.52999878        No MI                      1.00E+17                  2.25
1409                    70.31999969        No MI                      1.00E+17                  2.25
1410                    81.62000275         YES                       1.10E+17                  2.25
1411                             80        No MI                      1.00E+17                  2.75
1412                             80        No MI                      1.00E+17                  2.25
1413                    34.06999969        No MI                      1.00E+17                  2.25
1414                    78.12999725        No MI                      1.00E+17                  2.25
1415                             80        No MI                      1.00E+17                  2.25
1416                             80        No MI                      1.00E+17                  2.25
1417                             80        No MI                      1.00E+17                  2.25
1418                             70        No MI                      1.00E+17                  2.25
1419                             80        No MI                      1.00E+17                  2.25
1420                    79.41000366        No MI                      1.00E+17                  2.25
1421                             80        No MI                      1.00E+17                 4.125
1422                    61.27000046        No MI                      1.00E+17                  2.25
1423                             75        No MI                      1.00E+17                  2.25
1424                             80        No MI                      1.00E+17                  2.25
1425                             80        No MI                      1.00E+17                  2.25
1426                             80        No MI                      1.00E+17                  2.25
1427                             90    GE Capital MI                  1.00E+17                  2.25
1428                             65        No MI                      1.00E+17                  2.25
1429                             80        No MI                      1.00E+17                  2.25
1430                             80        No MI                      1.00E+17                  2.25
1431                             70        No MI                      1.00E+17                  2.25
1432                             75        No MI                      1.00E+17                  2.25
1433                             75        No MI                      1.00E+17                  2.25
1434                    73.15000153        No MI                      1.00E+17                  2.25
1435                             80        No MI                      1.00E+17                  2.25
1436                             80        No MI                      1.00E+17                  2.25
1437                             80        No MI                      1.00E+17                  2.25
1438                             70        No MI                      1.00E+17                  2.25
1439                    56.59999847        No MI                      1.00E+17                  2.25
1440                             80        No MI                      1.00E+17                  2.25
1441                    56.34000015        No MI                      1.00E+17                  2.25
1442                             80        No MI                      1.00E+17                  2.25
1443                             80        No MI                      1.00E+17                  2.25
1444                    27.17000008        No MI                      1.00E+17                  2.25
1445                             80        No MI                      1.00E+17                  2.25
1446                             80        No MI                      1.00E+17                  2.25
1447                    74.98999786        No MI                      1.00E+17                  2.25
1448                    79.98999786        No MI                      1.00E+17                  2.25
1449                             80        No MI                      1.00E+17                  2.25
1450                             80        No MI                      1.00E+17                  2.25
1451                             80        No MI                      1.00E+17                  2.25
1452                             70        No MI                      1.00E+17                  2.25
1453                             75        No MI                      1.00E+17                  2.25
1454                             80        No MI                      1.00E+17                  2.25
1455                             80        No MI                      1.00E+17                  2.25
1456                             80        No MI                      1.00E+17                  2.25
1457                             75        No MI                      1.00E+17                  2.25
1458                             80        No MI                      1.00E+17                  2.25
1459                             80        No MI                      1.00E+17                  2.25
1460                             80        No MI                      1.00E+17                  2.25
1461                             75        No MI                      1.00E+17                  2.25
1462                             75        No MI                      1.00E+17                  2.25
1463                             80        No MI                      1.00E+17                  2.25
1464                             80        No MI                      1.00E+17                  2.25
1465                             75        No MI                      1.00E+17                  2.25
1466                             70        No MI                      1.00E+17                  2.25
1467                             80        No MI                      1.00E+17                  2.25
1468                             80        No MI                      1.00E+17                  2.25
1469                    74.23000336        No MI                      1.00E+17                  2.25
1470                    69.97000122        No MI                      1.00E+17                  2.25
1471                             80        No MI                      1.00E+17                  2.25
1472                             80        No MI                      1.00E+17                  2.25
1473                             80        No MI                      1.00E+17                  2.25
1474                             75        No MI                      1.00E+17                  2.25
1475                             80        No MI                      1.00E+17                  2.25
1476                             80        No MI                      1.00E+17                  2.25
1477                    79.98999786        No MI                      1.00E+17                  2.25
1478                    69.98999786        No MI                      1.00E+17                  2.25
1479                             80        No MI                      1.00E+17                  2.25
1480                    74.98999786        No MI                      1.00E+17                  2.25
1481                             80        No MI                      1.00E+17                  2.25
1482                             75        No MI                      1.00E+17                  2.25
1483                             70        No MI                      1.00E+17                  2.25
1484                             75        No MI                      1.00E+17                  2.25
1485                             75        No MI                      1.00E+17                  2.25
1486                             80        No MI                                                2.25
1487                             75        No MI                      1.00E+17                  2.25
1488                             75        No MI                      1.00E+17                  2.25
1489                             80        No MI                      1.00E+17                  2.25
1490                             80        No MI                      1.00E+17                  2.25
1491                             80        No MI                      1.00E+17                  2.25
1492                             80        No MI                      1.00E+17                  2.25
1493                             70        No MI                      1.00E+17                  2.25
1494                             80        No MI                      1.00E+17                  2.25
1495                             80        No MI                      1.00E+17                  2.75
1496                             80        No MI                      1.00E+17                  2.25
1497                    76.19000244        No MI                      1.00E+17                  2.25
1498                             80        No MI                      1.00E+17                  2.25
1499                             80        No MI                      1.00E+17                  2.25
1500                             75        No MI                      1.00E+17                  2.25
1501                             75        No MI                      1.00E+17                  2.25
1502                             80        No MI                      1.00E+17                  2.25
1503                             80        No MI                      1.00E+17                   5.5
1504                             80        No MI                                                2.25
1505                             80        No MI                      1.00E+17                  2.25
1506                             80        No MI                      1.00E+17                  2.25
1507                             75        No MI                      1.00E+17                  2.25
1508                             80        No MI                      1.00E+17                  2.25
1509                    79.98999786        No MI                      1.00E+17                  2.25
1510                             80        No MI                      1.00E+17                  2.25
1511                             80        No MI                      1.00E+17                  2.25
1512                             80        No MI                      1.00E+17                  2.25
1513                             80        No MI                      1.00E+17                  2.25
1514                             80        No MI                                                2.25
1515                             80        No MI                      1.00E+17                  2.25
1516                             80        No MI                      1.00E+17                  2.25
1517                             80        No MI                      1.00E+17                  2.25
1518                    78.93000031        No MI                      1.00E+17                  2.25
1519                             70        No MI                      1.00E+17                  2.25
1520                             70        No MI                      1.00E+17                  2.25
1521                    33.33000183        No MI                      1.00E+17                  2.25
1522                             80        No MI                      1.00E+17                  2.25
1523                             80        No MI                      1.00E+17                  2.25
1524                             80        No MI                      1.00E+17                  2.25
1525                             80        No MI                      1.00E+17                  2.25
1526                             75        No MI                      1.00E+17                  2.25
1527                             65        No MI                      1.00E+17                  2.25
1528                             80        No MI                      1.00E+17                  2.25
1529                    72.02999878        No MI                      1.00E+17                  2.25
1530                             70        No MI                                                2.25
1531                             80        No MI                      1.00E+17                  2.25
1532                    74.98000336        No MI                      1.00E+17                  2.25
1533                             70        No MI                      1.00E+17                  2.25
1534                             75        No MI                                                2.25
1535                    75.55999756        No MI                      1.00E+17                  2.25
1536                             80        No MI                      1.00E+17                  2.25
1537                             80        No MI                      1.00E+17                  2.25
1538                             80        No MI                      1.00E+17                  2.25
1539                    79.65000153        No MI                                                2.75
1540                             70        No MI                                               2.125
1541                             75        No MI                                                 4.5
1542                    64.98000336        No MI                                               3.875
1543                             65        No MI                                               3.125
1544                             70        No MI                                                3.75
1545                          65.75        No MI                                                   3
1546                    49.47000122        No MI                                                3.25
1547                    93.34999847     Republic MIC                  1.00E+17                     4
1548                             80        No MI                      1.00E+17                     4
1549                             80        No MI                      1.00E+17                 3.875
1550                    78.19999695        No MI                      1.00E+17                     4
1551                             80        No MI                      1.00E+17                  2.25
1552                             80        No MI                      1.00E+17                 3.875
1553                             80        No MI                      1.00E+17                  3.25
1554                             65        No MI                      1.00E+17                 2.875
1555                             80        No MI                      1.00E+17                  4.75
1556                    79.98999786        No MI                      1.00E+17                 2.625
1557                             80        No MI                      1.00E+17                 3.625
1558                             80        No MI                      1.00E+17                     4
1559                             80        No MI                      1.00E+17                   2.5
1560                             80        No MI                      1.00E+17                  2.75
1561                             90   United Guaranty                 1.00E+17                   2.5
1562                             80        No MI                      1.00E+17                 2.375
1563                             80        No MI                      1.00E+17                  4.25
1564                             80        No MI                      1.00E+17                 3.875
1565                             80        No MI                      1.00E+17                 4.375
1566                             75        No MI                      1.00E+17                 3.625
1567                             80        No MI                                               3.625
1568                    70.73000336        No MI                                               3.625
1569                    76.95999908        No MI                      1.00E+17                  4.75
1570                             70        No MI                      1.00E+17                 2.375
1571                             70        No MI                      1.00E+17                 3.125
1572                             80        No MI                      1.00E+17                 3.875
1573                             80        No MI                      1.00E+17                 4.625
1574                    79.98999786        No MI                      1.00E+17                 3.875
1575                             70        No MI                      1.00E+17                  2.75
1576                             80        No MI                      1.00E+17                 2.125
1577                    79.98999786        No MI                      1.00E+17                 3.875
1578                             70        No MI                                                 3.5
1579                             70        No MI                      1.00E+17                 3.125
1580                             80        No MI                      1.00E+17                 3.625
1581                    79.98000336        No MI                      1.00E+17                  4.75
1582                          56.25        No MI                      1.00E+17                     3
1583                             80        No MI                      1.00E+17                  2.75
1584                             75        No MI                      1.00E+17                 4.625
1585                             80        No MI                      1.00E+17                  2.25
1586                             80        No MI                      1.00E+17                  2.25
1587                    46.91999817        No MI                      1.00E+17                  2.25
1588                             80        No MI                      1.00E+17                  2.25
1589                             65        No MI                      1.00E+17                  3.25
1590                             80        No MI                                                2.25
1591                    74.70999908        No MI                      1.00E+17                  2.25
1592                             70        No MI                      1.00E+17                  2.25
1593                             80        No MI                      1.00E+17                  2.25
1594                             80        No MI                      1.00E+17                  2.25
1595                             80        No MI                      1.00E+17                  2.25
1596                             80        No MI                      1.00E+17                  2.25
1597                             70        No MI                      1.00E+17                  2.25
1598                    84.94000244   United Guaranty                 1.00E+17                  2.25
1599                    78.68000031        No MI                      1.00E+17                  2.25
1600                             80        No MI                      1.00E+17                  2.25
1601                    89.87000275         YES                       1.00E+17                  2.25
1602                    69.98999786        No MI                      1.00E+17                  2.25
1603                    77.62000275        No MI                      1.00E+17                  2.25
1604                             80        No MI                      1.00E+17                  2.25
1605                             80        No MI                      1.00E+17                  2.25
1606                    79.43000031        No MI                      1.00E+17                  2.25
1607                           74.5        No MI                      1.00E+17                  2.25
1608                             80        No MI                      1.00E+17                  2.25
1609                             80        No MI                      1.00E+17                  2.25
1610                             80        No MI                      1.00E+17                  2.25
1611                             80        No MI                      1.00E+17                  2.25
1612                             80        No MI                      1.00E+17                  2.25
1613                    79.94000244        No MI                      1.00E+17                  2.25
1614                             75        No MI                      1.00E+17                  2.25
1615                             80        No MI                      1.00E+17                  2.25
1616                             80        No MI                      1.00E+17                  2.25
1617                             75        No MI                      1.00E+17                  2.25
1618                    73.12000275        No MI                      1.00E+17                  2.25
1619                             80        No MI                      1.00E+17                  2.25
1620                    62.09000015        No MI                      1.00E+17                 2.375
1621                             80        No MI                      1.00E+17                  2.25
1622                             80        No MI                      1.00E+17                  2.25
1623                             80        No MI                      1.00E+17                 2.375
1624                             75        No MI                      1.00E+17                  2.25
1625                             80        No MI                      1.00E+17                  2.25
1626                             70        No MI                      1.00E+17                  2.25
1627                             80        No MI                      1.00E+17                  2.25
1628                          56.25        No MI                      1.00E+17                  2.25
1629                             80        No MI                      1.00E+17                  2.25
1630                             80        No MI                      1.00E+17                  2.25
1631                             75        No MI                      1.00E+17                  2.25
1632                             80        No MI                      1.00E+17                  2.25
1633                             80        No MI                      1.00E+17                  2.75
1634                             80        No MI                      1.00E+17                  2.25
1635                    74.55000305        No MI                      1.00E+17                  2.25
1636                             75        No MI                      1.00E+17                  2.25
1637                             80        No MI                      1.00E+17                  2.25
1638                    79.98999786        No MI                      1.00E+17                  2.25
1639                             65        No MI                      1.00E+17                  2.25
1640                             80        No MI                      1.00E+17                  2.25
1641                             80        No MI                      1.00E+17                  2.25
1642                    69.98999786        No MI                      1.00E+17                  2.25
1643                             80        No MI                      1.00E+17                  2.25
1644                             75        No MI                      1.00E+17                  2.25
1645                             80        No MI                      1.00E+17                  2.25
1646                             70        No MI                      1.00E+17                  2.25
1647                             80        No MI                      1.00E+17                  2.25
1648                             70        No MI                      1.00E+17                  3.25
1649                             70        No MI                      1.00E+17                  2.25
1650                             80        No MI                      1.00E+17                  2.25
1651                             85         YES                       1.00E+17                  2.25
1652                             80        No MI                      1.00E+17                  2.25
1653                             70        No MI                      1.00E+17                  2.25
1654                             80        No MI                      1.00E+17                  2.25
1655                             70        No MI                      1.00E+17                  2.25
1656                             80        No MI                      1.00E+17                  2.25
1657                             80        No MI                      1.00E+17                  2.25
1658                    17.88999939        No MI                      1.00E+17                  2.25
1659                             80        No MI                      1.00E+17                  2.25
1660                    77.98999786        No MI                      1.00E+17                  3.25
1661                             80        No MI                                                2.25
1662                    79.48999786        No MI                                                2.75
1663                             80        No MI                      1.00E+17                  2.25
1664                             80        No MI                      1.00E+17                  2.75
1665                             70        No MI                      1.00E+17                 3.875
1666                             80        No MI                      1.00E+17                  2.75
1667                             80        No MI                      1.00E+17                  2.75
1668                    21.54000092        No MI                      1.00E+17                 3.875
1669                             80        No MI                      1.00E+17                     4
1670                             80        No MI                      1.00E+17                  2.75
1671                             80        No MI                      1.00E+17                  2.75
1672                             65        No MI                      1.00E+17                 3.875
1673                             80        No MI                      1.00E+17                  4.75
1674                    60.04999924        No MI                      1.00E+17                  2.25
1675                    73.30000305        No MI                      1.00E+17                  2.25
1676                             80        No MI                      1.00E+17                  2.25
1677                    54.24000168        No MI                      1.00E+17                  2.25
1678                             80        No MI                      1.00E+17                  2.25
1679                             80        No MI                      1.00E+17                  2.25
1680                             75        No MI                      1.00E+17                  2.25
1681                    64.86000061        No MI                      1.00E+17                  2.25
1682                             80        No MI                                                4.75
1683                    84.97000122   Radian Guaranty                 1.00E+17                 3.375
1684                             80        No MI                      1.00E+17                 4.625
1685                             80        No MI                      1.00E+17                 4.625
1686                             80        No MI                      1.00E+17                   2.5
1687                             80        No MI                      1.00E+17                 3.625
1688                    79.44000244        No MI                      1.00E+17                 3.875
1689                    79.86000061        No MI                      1.00E+17                  2.25
1690                             80        No MI                                               2.375
1691                             65        No MI                      1.00E+17                  2.25
1692                             80        No MI                      1.00E+17                  2.25
1693                             80        No MI                                                2.25
1694                             80        No MI                                                2.25
1695                             80        No MI                                                2.25
1696                             80        No MI                                                2.25
1697                          77.75        No MI                                                2.25
1698                             80        No MI                                                2.25
1699                             80        No MI                                                2.25
1700                             80        No MI                                                2.25
1701                             80        No MI                                                2.25
1702                             80        No MI                                                2.25
1703                             80        No MI                                                2.25
1704                             80        No MI                                                2.25
1705                    69.83999634        No MI                                                2.25
1706                             80        No MI                                                2.25
1707                             80        No MI                                                2.25
1708                             80        No MI                                                2.25
1709                             80        No MI                                                2.25
1710                             80        No MI                                                2.25
1711                             80        No MI                                                2.25
1712                             80        No MI                                                2.25
1713                    79.80000305        No MI                                                2.25
1714                             80        No MI                                                2.25
1715                             80        No MI                                                2.25
1716                             80        No MI                                                2.25
1717                             80        No MI                                                2.25
1718                    76.61000061        No MI                                                2.75
1719                             95    GE Capital MI                                            2.75
1720                    37.27999878        No MI                                                   2
1721                             80        No MI                                                2.75
1722                    75.58000183        No MI                                                2.75
1723                    69.62000275        No MI                      1.00E+17                 3.625
1724                             80        No MI                      1.00E+17                  2.25
1725                             80        No MI                      1.00E+17                  2.25
1726                             80        No MI                                                2.75
1727                    74.98000336        No MI                      1.00E+17                  2.25
1728                             80        No MI                      1.00E+17                  2.25
1729                             80        No MI                      1.00E+17                  2.25
1730                             70        No MI                      1.00E+17                  2.25
1731                    79.79000092        No MI                      1.00E+17                  2.25
1732                    79.79000092        No MI                      1.00E+17                  2.25
1733                             75        No MI                      1.00E+17                  2.25
1734                             75        No MI                      1.00E+17                  2.25
1735                             75        No MI                      1.00E+17                  2.25
1736                             75        No MI                      1.00E+17                  2.25
1737                             70        No MI                      1.00E+17                  2.25
1738                             70        No MI                      1.00E+17                  2.25
1739                             70        No MI                      1.00E+17                  2.25
1740                             70        No MI                      1.00E+17                  2.25
1741                             70        No MI                      1.00E+17                  2.25
1742                             80        No MI                      1.00E+17                  2.25
1743                             75        No MI                      1.00E+17                  2.25
1744                             80        No MI                      1.00E+17                  2.25
1745                             80        No MI                      1.00E+17                  2.25
1746                             80        No MI                      1.00E+17                  2.25
1747                             80        No MI                      1.00E+17                  2.25
1748                             80        No MI                      1.00E+17                  2.25
1749                             65        No MI                      1.00E+17                  2.25
1750                             70        No MI                      1.00E+17                  2.25
1751                             80        No MI                                                2.25
1752                             75        No MI                      1.00E+17                  2.25
1753                             80        No MI                      1.00E+17                  2.25
1754                             80        No MI                      1.00E+17                  2.25
1755                             70        No MI                      1.00E+17                  2.25
1756                             80        No MI                      1.00E+17                  2.25
1757                             80        No MI                      1.00E+17                  2.25
1758                             75        No MI                      1.00E+17                  2.25
1759                             75        No MI                      1.00E+17                  2.25
1760                    69.98999786        No MI                      1.00E+17                  2.25
1761                    79.15000153        No MI                      1.00E+17                  2.25
1762                             80        No MI                      1.00E+17                  2.25
1763                             75        No MI                      1.00E+17                  2.25
1764                             80        No MI                      1.00E+17                  2.25
1765                             80        No MI                      1.00E+17                 2.375
1766                             75        No MI                      1.00E+17                  2.25
1767                    79.98999786        No MI                      1.00E+17                  2.25
1768                    54.15000153        No MI                                                2.25
1769                    55.09999847        No MI                                                2.25
1770                             75        No MI                      1.00E+17                  2.25
1771                             80        No MI                      1.00E+17                  2.25
1772                    69.98000336        No MI                      1.00E+17                  2.25
1773                             70        No MI                      1.00E+17                  2.25
1774                             80        No MI                      1.00E+17                  2.25
1775                             80        No MI                      1.00E+17                     5
1776                    79.98999786        No MI                      1.00E+17                  2.25
1777                             80        No MI                      1.00E+17                  2.25
1778                             80        No MI                      1.00E+17                  2.25
1779                             80        No MI                                                2.25
1780                             80        No MI                      1.00E+17                  2.25
1781                             80        No MI                      1.00E+17                  2.25
1782                             80        No MI                      1.00E+17                  2.25
1783                    78.90000153        No MI                      1.00E+17                  2.25
1784                    79.90000153        No MI                      1.00E+17                  2.25
1785                             80        No MI                      1.00E+17                  2.25
1786                             80        No MI                      1.00E+17                  2.25
1787                             80        No MI                      1.00E+17                  2.25
1788                             75        No MI                      1.00E+17                  2.25
1789                             80        No MI                      1.00E+17                  2.25
1790                             75        No MI                      1.00E+17                  2.25
1791                             80        No MI                      1.00E+17                  2.25
1792                    79.98999786        No MI                      1.00E+17                  2.25
1793                             80        No MI                      1.00E+17                  2.25
1794                    79.98000336        No MI                      1.00E+17                  2.25
1795                    79.98999786        No MI                      1.00E+17                  2.25
1796                    84.93000031         PMI                                                 2.75
1797                    79.97000122        No MI                      1.00E+17                  2.25
1798                             80        No MI                      1.00E+17                  2.25
1799                             70        No MI                      1.00E+17                  2.25
1800                             80        No MI                      1.00E+17                  2.25
1801                             80        No MI                      1.00E+17                  2.25
1802                             80        No MI                      1.00E+17                  2.25
1803                             80        No MI                      1.00E+17                  2.25
1804                             80        No MI                      1.00E+17                  2.25
1805                             80        No MI                      1.00E+17                  2.25
1806                             80        No MI                      1.00E+17                  2.25
1807                             80        No MI                      1.00E+17                  2.75
1808                             80        No MI                      1.00E+17                  2.25
1809                             80        No MI                      1.00E+17                  2.25
1810                             80        No MI                      1.00E+17                  2.25
1811                             80        No MI                      1.00E+17                  2.25
1812                    79.98999786        No MI                      1.00E+17                  2.25
1813                             80        No MI                      1.00E+17                  2.25
1814                             80        No MI                      1.00E+17                  2.25
1815                             75        No MI                      1.00E+17                  2.25
1816                    77.04000092        No MI                      1.00E+17                     2
1817                    79.98999786        No MI                      1.00E+17                  2.25
1818                             75        No MI                      1.00E+17                  2.25
1819                             80        No MI                      1.00E+17                  2.25
1820                             80        No MI                      1.00E+17                  2.25
1821                             80        No MI                      1.00E+17                  2.25
1822                             70        No MI                      1.00E+17                  2.25
1823                             80        No MI                      1.00E+17                  2.25
1824                             80        No MI                      1.00E+17                  2.25
1825                             80        No MI                      1.00E+17                  2.25
1826                             80        No MI                      1.00E+17                  2.25
1827                             80        No MI                      1.00E+17                  2.25
1828                             80        No MI                      1.00E+17                  2.25
1829                    79.98999786        No MI                      1.00E+17                  2.25
1830                             80        No MI                      1.00E+17                  2.25
1831                             75        No MI                      1.00E+17                  2.25
1832                             80        No MI                      1.00E+17                  2.25
1833                             80        No MI                      1.00E+17                  2.25
1834                             75        No MI                      1.00E+17                  2.25
1835                    79.23999786        No MI                      1.00E+17                  2.25
1836                             80        No MI                      1.00E+17                  2.25
1837                             80        No MI                      1.00E+17                  2.25
1838                             75        No MI                      1.00E+17                  2.25
1839                             65        No MI                      1.00E+17                  2.25
1840                             80        No MI                      1.00E+17                  2.25
1841                             80        No MI                      1.00E+17                  2.25
1842                             75        No MI                      1.00E+17                  2.25
1843                             80        No MI                      1.00E+17                  2.25
1844                             80        No MI                      1.00E+17                  2.25
1845                             80        No MI                      1.00E+17                     5
1846                             75        No MI                      1.00E+17                  2.25
1847                             80        No MI                      1.00E+17                  2.25
1848                             80        No MI                      1.00E+17                  2.25
1849                             70        No MI                      1.00E+17                 5.056
1850                    79.98999786        No MI                      1.00E+17                  2.25
1851                             80        No MI                      1.00E+17                 2.375
1852                             80        No MI                      1.00E+17                  2.25
1853                    79.98999786        No MI                      1.00E+17                  2.25
1854                             70        No MI                      1.00E+17                  2.25
1855                             80        No MI                      1.00E+17                  2.25
1856                             80        No MI                      1.00E+17                  2.25
1857                             80        No MI                      1.00E+17                  2.25
1858                             75        No MI                      1.00E+17                  2.25
1859                             75        No MI                      1.00E+17                  2.25
1860                             80        No MI                      1.00E+17                  2.25
1861                             80        No MI                      1.00E+17                  2.25
1862                             75        No MI                      1.00E+17                  2.25
1863                             80        No MI                      1.00E+17                  2.25
1864                             80        No MI                      1.00E+17                  2.25
1865                             80        No MI                      1.00E+17                  2.25
1866                             80        No MI                      1.00E+17                  2.25
1867                             75        No MI                      1.00E+17                  2.25
1868                             80        No MI                      1.00E+17                  2.25
1869                             80        No MI                      1.00E+17                  2.25
1870                             80        No MI                                                2.25
1871                             75        No MI                      1.00E+17                  2.25
1872                             75        No MI                      1.00E+17                  2.25
1873                             80        No MI                      1.00E+17                  2.25
1874                             80        No MI                      1.00E+17                  2.25
1875                             80        No MI                      1.00E+17                  2.25
1876                             80        No MI                      1.00E+17                  2.25
1877                             80        No MI                      1.00E+17                  2.25
1878                             90     Republic MIC                  1.00E+17                  2.25
1879                    79.98999786        No MI                      1.00E+17                  2.25
1880                             80        No MI                      1.00E+17                  2.75
1881                             80        No MI                      1.00E+17                  2.25
1882                             75        No MI                      1.00E+17                  2.25
1883                             80        No MI                      1.00E+17                  2.25
1884                             75        No MI                      1.00E+17                  2.25
1885                             80        No MI                      1.00E+17                  2.25
1886                             80        No MI                      1.00E+17                  2.25
1887                    79.98999786        No MI                      1.00E+17                  2.25
1888                             75        No MI                      1.00E+17                  2.25
1889                             80        No MI                      1.00E+17                  2.25
1890                    78.20999908        No MI                      1.00E+17                  2.25
1891                             80        No MI                      1.00E+17                  2.25
1892                             80        No MI                      1.00E+17                  2.25
1893                             80        No MI                      1.00E+17                  2.25
1894                             80        No MI                      1.00E+17                  2.25
1895                    79.94000244        No MI                      1.00E+17                  2.25
1896                             80        No MI                      1.00E+17                  2.25
1897                             80        No MI                      1.00E+17                  2.25
1898                             80        No MI                      1.00E+17                  2.25
1899                    76.33999634        No MI                      1.00E+17                  2.25
1900                             75        No MI                      1.00E+17                  2.25
1901                             80        No MI                      1.00E+17                  2.25
1902                             80        No MI                      1.00E+17                  2.25
1903                             70        No MI                      1.00E+17                  2.25
1904                             70        No MI                      1.00E+17                  2.25
1905                             75        No MI                      1.00E+17                  2.25
1906                             80        No MI                      1.00E+17                  2.25
1907                             80        No MI                      1.00E+17                  2.25
1908                             80        No MI                      1.00E+17                  2.25
1909                    76.48999786        No MI                      1.00E+17                  2.25
1910                             80        No MI                      1.00E+17                  2.25
1911                    79.98999786        No MI                      1.00E+17                  2.25
1912                             80        No MI                      1.00E+17                  2.25
1913                             75        No MI                      1.00E+17                  2.25
1914                             75        No MI                      1.00E+17                  2.25
1915                          76.25        No MI                      1.00E+17                  2.25
1916                             70        No MI                      1.00E+17                  2.25
1917                             80        No MI                      1.00E+17                  2.25
1918                             80        No MI                      1.00E+17                  2.25
1919                             75        No MI                      1.00E+17                  2.25
1920                             80        No MI                      1.00E+17                  2.25
1921                             80        No MI                      1.00E+17                  2.25
1922                             80        No MI                      1.00E+17                  2.25
1923                    78.98999786        No MI                      1.00E+17                  2.25
1924                             75        No MI                      1.00E+17                  2.25
1925                             75        No MI                      1.00E+17                  2.25
1926                             70        No MI                      1.00E+17                  2.25
1927                             75        No MI                      1.00E+17                  2.25
1928                             70        No MI                      1.00E+17                  2.25
1929                             80        No MI                      1.00E+17                  2.25
1930                             70        No MI                      1.00E+17                  2.25
1931                             80        No MI                      1.00E+17                  2.25
1932                             80        No MI                      1.00E+17                  2.25
1933                             80        No MI                      1.00E+17                  2.25
1934                             75        No MI                      1.00E+17                  2.25
1935                             80        No MI                      1.00E+17                  2.75
1936                    69.98999786        No MI                      1.00E+17                  2.25
1937                    73.51000214        No MI                      1.00E+17                  2.25
1938                             70        No MI                      1.00E+17                  2.25
1939                             80        No MI                      1.00E+17                  2.25
1940                             80        No MI                      1.00E+17                  2.25
1941                             80        No MI                      1.00E+17                  2.25
1942                             80        No MI                      1.00E+17                 2.375
1943                             80        No MI                      1.00E+17                  2.25
1944                             80        No MI                      1.00E+17                  2.25
1945                             80        No MI                      1.00E+17                  2.25
1946                             75        No MI                      1.00E+17                  2.25
1947                             80        No MI                      1.00E+17                  2.25
1948                    79.80999756        No MI                      1.00E+17                  2.25
1949                             80        No MI                      1.00E+17                  2.25
1950                             75        No MI                      1.00E+17                  2.25
1951                             80        No MI                      1.00E+17                  2.25
1952                             80        No MI                      1.00E+17                  2.25
1953                             80        No MI                      1.00E+17                  2.25
1954                             80        No MI                      1.00E+17                  2.25
1955                             80        No MI                      1.00E+17                  2.25
1956                             80        No MI                      1.00E+17                  2.25
1957                             80        No MI                      1.00E+17                  2.25
1958                             80        No MI                      1.00E+17                  2.25
1959                             80        No MI                      1.00E+17                  2.25
1960                             80        No MI                      1.00E+17                  2.25
1961                             70        No MI                      1.00E+17                  2.25
1962                             80        No MI                      1.00E+17                  2.25
1963                    79.98999786        No MI                      1.00E+17                  2.25
1964                             80        No MI                      1.00E+17                  2.25
1965                             75        No MI                      1.00E+17                  2.25
1966                             75        No MI                      1.00E+17                  2.25
1967                             80        No MI                      1.00E+17                  2.25
1968                    84.62000275   United Guaranty                 1.00E+17                  2.25
1969                    28.85000038        No MI                      1.00E+17                  2.25
1970                    51.95000076        No MI                                               1.875
1971                    36.81999969        No MI                                               2.625
1972                             80        No MI                      1.00E+17                  2.25
1973                             80        No MI                      1.00E+17                  2.25
1974                             85         PMI                       1.00E+17                  2.25
1975                             75        No MI                      1.00E+17                  2.25
1976                             80        No MI                      1.00E+17                  2.25
1977                             80        No MI                      1.00E+17                  2.25
1978                    79.98999786        No MI                      1.00E+17                  2.25
1979                             80        No MI                      1.00E+17                  2.25
1980                             80        No MI                      1.00E+17                  2.25
1981                             80        No MI                      1.00E+17                  2.25
1982                             80        No MI                      1.00E+17                  2.25
1983                             80        No MI                      1.00E+17                  2.25
1984                             80        No MI                      1.00E+17                  2.75
1985                             80        No MI                      1.00E+17                  2.25
1986                             80        No MI                      1.00E+17                  2.25
1987                             80        No MI                      1.00E+17                 2.375
1988                             80        No MI                      1.00E+17                  2.25
1989                             80        No MI                      1.00E+17                 2.375
1990                             80        No MI                      1.00E+17                 2.375
1991                             80        No MI                      1.00E+17                 2.375
1992                             80        No MI                      1.00E+17                 2.375
1993                             80        No MI                      1.00E+17                  2.25
1994                             80        No MI                      1.00E+17                 2.375
1995                             80        No MI                      1.00E+17                  2.25
1996                             25        No MI                      1.00E+17                 2.375
1997                             60        No MI                      1.00E+17                   2.5
1998                             90 Mortgage Guaranty In              1.00E+17                  2.25
1999                    62.97999954        No MI                      1.00E+17                  2.25
2000                    79.98000336        No MI                      1.00E+17                  2.25
2001                             80        No MI                      1.00E+17                  2.75
2002                    61.99000168        No MI                      1.00E+17                  2.75
2003                             80        No MI                      1.00E+17                  2.75
2004                             80        No MI                      1.00E+17                 2.375
2005                             80        No MI                      1.00E+17                  2.25
2006                             80        No MI                      1.00E+17                  2.25
2007                             80        No MI                      1.00E+17                  2.25
2008                    79.98999786        No MI                      1.00E+17                  2.25
2009                             90   Radian Guaranty                 1.00E+17                  2.25
2010                             80        No MI                      1.00E+17                 2.375
2011                             80        No MI                      1.00E+17                  2.25
2012                             80        No MI                      1.00E+17                   2.5
2013                             80        No MI                      1.00E+17                  2.25
2014                             80 Mortgage Guaranty In              1.00E+17                  2.25
2015                             80        No MI                      1.00E+17                  2.25
2016                    79.98999786        No MI                      1.00E+17                  2.25
2017                    47.24000168        No MI                      1.00E+17                  2.25
2018                             80        No MI                      1.00E+17                 2.375
2019                             80        No MI                      1.00E+17                   2.5
2020                             80        No MI                      1.00E+17                  2.25
2021                             80        No MI                      1.00E+17                  2.25
2022                             80        No MI                      1.00E+17                 2.375
2023                             80        No MI                      1.00E+17                 2.375
2024                             80        No MI                      1.00E+17                 2.375
2025                    48.91999817        No MI                      1.00E+17                  2.75
2026                             80        No MI                      1.00E+17                  2.75
2027                    79.98000336        No MI                      1.00E+17                 2.375
2028                    79.98999786        No MI                      1.00E+17                 2.375
2029                             80        No MI                      1.00E+17                  2.25
2030                    72.22000122        No MI         M10035300632400184                     2.25
2031                             80        No MI         M10035300603230051                     2.25
2032                             64        No MI                      1.00E+17                     5
2033                             80        No MI                      1.00E+17                     5
2034                             75        No MI                      1.00E+17                     5
2035                          74.25        No MI                      1.00E+17                     5
2036                             70        No MI                      1.00E+17                     5
2037                             90         YES                       1.00E+17                 2.625
2038                             70        No MI                      1.00E+17                  2.25
2039                             65        No MI                      1.00E+17                  2.25
2040                             80        No MI                      1.00E+17                 2.625
2041                             95   Radian Guaranty                 1.00E+17                     5
2042                             90   Radian Guaranty                 1.00E+17                     5
2043                    94.98999786   Radian Guaranty                 1.00E+17                     5
2044                             95 Mortgage Guaranty In              1.00E+17                     5
2045                             65        No MI                      1.00E+17                     5
2046                             70        No MI                      1.00E+17                     5
2047                             72        No MI                      1.00E+17                  2.25
2048                             80        No MI                      1.00E+17                  2.25
2049                             80        No MI                      1.00E+17                  2.25
2050                             80        No MI                      1.00E+17                  2.25
2051                             80        No MI                      1.00E+17                  2.25
2052                             80        No MI                      1.00E+17                  2.25
2053                             75        No MI                      1.00E+17                  2.25
2054                             65        No MI                      1.00E+17                  2.25
2055                             80        No MI                      1.00E+17                  2.25
2056                             90 Mortgage Guaranty In              1.00E+17                  2.25
2057                             80        No MI                      1.00E+17                  2.25
2058                             75        No MI                      1.00E+17                  2.25
2059                             75        No MI                      1.00E+17                  2.25
2060                             80        No MI                      1.00E+17                  2.25
2061                             75        No MI                      1.00E+17                  2.25
2062                             70        No MI                      1.00E+17                  2.25
2063                             80        No MI                      1.00E+17                  2.25
2064                             80        No MI                      1.00E+17                  2.25
2065                             70        No MI                      1.00E+17                  2.25
2066                    77.55999756        No MI                      1.00E+17                  2.25
2067                             70        No MI                      1.00E+17                  2.25
2068                             75        No MI                      1.00E+17                  2.25
2069                             80        No MI                      1.00E+17                  2.25
2070                             80        No MI                      1.00E+17                  2.25
2071                             80        No MI                      1.00E+17                  2.25
2072                             80        No MI                      1.00E+17                  2.75
2073                             80        No MI                      1.00E+17                  2.25
2074                    79.66000366        No MI                      1.00E+17                  2.25
2075                             80        No MI                      1.00E+17                  2.75
2076                             80        No MI                      1.00E+17                  2.25
2077                             80        No MI                      1.00E+17                  2.75
2078                             80        No MI                      1.00E+17                  2.25
2079                             80        No MI                      1.00E+17                  2.25
2080                             80        No MI                      1.00E+17                  2.75
2081                             75        No MI                      1.00E+17                  2.25
2082                             80        No MI                      1.00E+17                  2.25
2083                             80        No MI                      1.00E+17                  2.25
2084                             70        No MI                      1.00E+17                  2.25
2085                             80        No MI                      1.00E+17                  2.25
2086                             70        No MI                      1.00E+17                  2.25
2087                             80        No MI                      1.00E+17                  2.25
2088                             80        No MI                      1.00E+17                  2.25
2089                             80        No MI                      1.00E+17                  2.25
2090                             80        No MI                      1.00E+17                  2.25
2091                             80        No MI                      1.00E+17                  2.25
2092                             80        No MI                      1.00E+17                  2.25
2093                             80        No MI                      1.00E+17                  2.25
2094                             80        No MI                      1.00E+17                  2.25
2095                             80        No MI                      1.00E+17                  2.25
2096                             80        No MI                      1.00E+17                  2.25
2097                             80        No MI                      1.00E+17                  2.25
2098                             80        No MI                      1.00E+17                  2.25
2099                             75        No MI                      1.00E+17                  2.25
2100                             75        No MI                      1.00E+17                  2.25
2101                             80        No MI                      1.00E+17                  2.25
2102                             80        No MI                      1.00E+17                  2.25
2103                             80        No MI                      1.00E+17                  2.25
2104                             75        No MI                      1.00E+17                  2.25
2105                    79.98999786        No MI                      1.00E+17                  2.25
2106                    79.11000061        No MI                      1.00E+17                  2.25
2107                             85    GE Capital MI                  1.00E+17                  2.25
2108                             80        No MI                      1.00E+17                  2.25
2109                    71.44999695        No MI                      1.00E+17                  2.25
2110                             80        No MI                                                2.25
2111                             70        No MI                      1.00E+17                  2.25
2112                             80        No MI                      1.00E+17                  2.25
2113                             80        No MI                      1.00E+17                  2.25
2114                             80        No MI                      1.00E+17                  2.25
2115                             75        No MI                      1.00E+17                  2.25
2116                             75        No MI                      1.00E+17                  2.25
2117                             70        No MI                      1.00E+17                  2.25
2118                             80        No MI                      1.00E+17                  2.25
2119                             70        No MI                      1.00E+17                  2.25
2120                             80        No MI                      1.00E+17                  2.25
2121                             80        No MI                      1.00E+17                  2.25
2122                             80        No MI                      1.00E+17                  2.25
2123                             80        No MI                      1.00E+17                  2.25
2124                             70        No MI                      1.00E+17                  2.25
2125                             75        No MI                      1.00E+17                  2.25
2126                             75        No MI                      1.00E+17                  2.25
2127                             75        No MI                      1.00E+17                  2.25
2128                             75        No MI                      1.00E+17                  2.25
2129                             80        No MI                      1.00E+17                  2.25
2130                             80        No MI                      1.00E+17                  2.25
2131                             75        No MI                      1.00E+17                     5
2132                             70        No MI                      1.00E+17                  2.25
2133                             80         PMI                       1.00E+17                  2.25
2134                             80        No MI                      1.00E+17                  2.25
2135                             80        No MI                      1.00E+17                  2.25
2136                             80        No MI                      1.00E+17                  2.25
2137                             75        No MI                      1.00E+17                  2.25
2138                             80        No MI                      1.00E+17                  2.25
2139                             80        No MI                      1.00E+17                  2.25
2140                             80        No MI                      1.00E+17                  2.75
2141                             80        No MI                      1.00E+17                  2.25
2142                             80        No MI                      1.00E+17                  2.25
2143                             80        No MI                      1.00E+17                  2.25
2144                             80        No MI                      1.00E+17                  2.25
2145                             80        No MI                      1.00E+17                  2.25
2146                             80        No MI                      1.00E+17                  2.25
2147                    79.98000336        No MI                      1.00E+17                  2.25
2148                    79.98000336        No MI                      1.00E+17                  2.25
2149                             80        No MI                      1.00E+17                  2.25
2150                    79.18000031        No MI                      1.00E+17                  2.25
2151                             80        No MI                      1.00E+17                  2.25
2152                             80        No MI                      1.00E+17                  2.25
2153                             80        No MI                      1.00E+17                  2.25
2154                             80        No MI                      1.00E+17                  2.25
2155                    79.70999908        No MI                      1.00E+17                  2.25
2156                             80        No MI                      1.00E+17                  2.25
2157                             70        No MI                      1.00E+17                  2.25
2158                             80        No MI                      1.00E+17                  2.25
2159                             70        No MI                      1.00E+17                  2.25
2160                             75        No MI                      1.00E+17                  2.25
2161                             75        No MI                      1.00E+17                  2.25
2162                             80        No MI                      1.00E+17                  2.25
2163                             70        No MI                      1.00E+17                  2.25
2164                             80        No MI                      1.00E+17                  2.25
2165                             75        No MI                      1.00E+17                  2.25
2166                             75        No MI                      1.00E+17                  2.25
2167                             75        No MI                                                2.25
2168                             75        No MI                                                2.25
2169                             80        No MI                      1.00E+17                  2.25
2170                    74.97000122        No MI                      1.00E+17                  2.25
2171                             80        No MI                      1.00E+17                     3
2172                             80        No MI                      1.00E+17                  2.25
2173                    79.98999786        No MI                      1.00E+17                  2.25
2174                             80        No MI                      1.00E+17                  2.25
2175                             70        No MI                      1.00E+17                  2.25
2176                             70        No MI                      1.00E+17                  2.25
2177                             70        No MI                      1.00E+17                  2.25
2178                             80        No MI                      1.00E+17                  2.25
2179                    79.98999786        No MI                      1.00E+17                  2.25
2180                             80        No MI                      1.00E+17                  2.25
2181                             80        No MI                      1.00E+17                  2.25
2182                             80        No MI                                                2.25
2183                             70        No MI                      1.00E+17                  2.25
2184                             80        No MI                      1.00E+17                  2.25
2185                             80        No MI                      1.00E+17                  2.25
2186                             80        No MI                      1.00E+17                  2.25
2187                             80        No MI                      1.00E+17                  2.25
2188                             80        No MI                      1.00E+17                  2.25
2189                             70        No MI                      1.00E+17                  2.25
2190                             80        No MI                      1.00E+17                  2.25
2191                             70        No MI                      1.00E+17                  2.25
2192                             70        No MI                      1.00E+17                  2.25
2193                             80        No MI                      1.00E+17                  2.25
2194                             70        No MI                      1.00E+17                  2.25
2195                    79.98999786        No MI                      1.00E+17                  2.25
2196                             80        No MI                      1.00E+17                  2.25
2197                             80        No MI                      1.00E+17                  2.25
2198                             90 Mortgage Guaranty In              1.00E+17                  2.25
2199                    79.98999786        No MI                      1.00E+17                  2.25
2200                             95 Mortgage Guaranty In              1.00E+17                  2.25
2201                              8        No MI                      1.00E+17                  2.25
2202                    54.54999924        No MI                      1.00E+17                  2.25
2203                             80        No MI                      1.00E+17                  2.25
2204                             80        No MI                      1.00E+17                  2.25
2205                             75        No MI                      1.00E+17                  2.25
2206                             80        No MI                      1.00E+17                  2.25
2207                             80        No MI                      1.00E+17                  2.25
2208                             80        No MI                      1.00E+17                  2.25
2209                             80        No MI                      1.00E+17                  2.25
2210                             75        No MI                      1.00E+17                  2.25
2211                             80        No MI                      1.00E+17                  2.25
2212                             80        No MI                      1.00E+17                  2.25
2213                             80        No MI                      1.00E+17                  2.25
2214                             70        No MI                      1.00E+17                  2.25
2215                             80        No MI                      1.00E+17                  2.75
2216                             80        No MI                      1.00E+17                  2.25
2217                             80        No MI                                                2.25
2218                           62.5        No MI                      1.00E+17                  2.25
2219                             80        No MI                      1.00E+17                  2.25
2220                             75        No MI                                                2.25
2221                             80        No MI                      1.00E+17                  2.25
2222                             80        No MI                      1.00E+17                  2.25
2223                             75        No MI                      1.00E+17                  2.25
2224                             80        No MI                                                2.25
2225                             80        No MI                      1.00E+17                  2.25
2226                             80        No MI                      1.00E+17                  2.25
2227                             80        No MI                      1.00E+17                  2.25
2228                             80        No MI                      1.00E+17                  2.25
2229                             80        No MI                      1.00E+17                  2.25
2230                             75        No MI                      1.00E+17                  2.25
2231                             80        No MI                      1.00E+17                  2.25
2232                             80        No MI                      1.00E+17                  2.25
2233                             80        No MI                      1.00E+17                  2.25
2234                             80        No MI                      1.00E+17                  2.25
2235                             70         PMI                       1.00E+17                  2.25
2236                             80        No MI                      1.00E+17                  2.75
2237                             80        No MI                      1.00E+17                  2.25
2238                    66.59999847        No MI                      1.00E+17                  2.25
2239                             80        No MI                      1.00E+17                  2.25
2240                             80        No MI                      1.00E+17                  2.25
2241                             80        No MI                      1.00E+17                  2.25
2242                             70        No MI                      1.00E+17                  2.25
2243                             80        No MI                      1.00E+17                  2.25
2244                             80        No MI                      1.00E+17                  2.25
2245                             80        No MI                      1.00E+17                  2.25
2246                             80        No MI                      1.00E+17                  2.25
2247                             70        No MI                      1.00E+17                  2.25
2248                             80        No MI                      1.00E+17                  2.25
2249                    79.98999786        No MI                      1.00E+17                  2.25
2250                             80        No MI                      1.00E+17                  2.25
2251                             80        No MI                      1.00E+17                  2.75
2252                             80        No MI                      1.00E+17                  2.25
2253                             75        No MI                      1.00E+17                  2.25
2254                             80        No MI                      1.00E+17                  2.25
2255                             75        No MI                      1.00E+17                  2.25
2256                             70        No MI                      1.00E+17                  2.25
2257                             80        No MI                      1.00E+17                  2.25
2258                             75        No MI                      1.00E+17                  2.25
2259                             70        No MI                      1.00E+17                  2.25
2260                             80        No MI                      1.00E+17                  2.25
2261                             80        No MI                      1.00E+17                  2.25
2262                             80        No MI                      1.00E+17                  2.25
2263                             80        No MI                      1.00E+17                  2.25
2264                             80        No MI                      1.00E+17                  2.25
2265                             80        No MI                      1.00E+17                  2.25
2266                             80        No MI                      1.00E+17                  2.25
2267                             80        No MI                      1.00E+17                  2.25
2268                             80        No MI                      1.00E+17                     5
2269                             80        No MI                                                2.25
2270                             80        No MI                      1.00E+17                  2.25
2271                             80        No MI                      1.00E+17                  2.25
2272                             70        No MI                      1.00E+17                  2.25
2273                             80        No MI                      1.00E+17                  2.25
2274                             75        No MI                                                2.25
2275                             75        No MI                                                2.25
2276                             80        No MI                      1.00E+17                  2.25
2277                             80        No MI                      1.00E+17                  2.25
2278                             95 Mortgage Guaranty In              1.00E+17                  2.25
2279                             70        No MI                      1.00E+17                  2.25
2280                             80        No MI                      1.00E+17                  2.25
2281                             80        No MI                      1.00E+17                  2.25
2282                             80        No MI                      1.00E+17                  2.25
2283                             80        No MI                      1.00E+17                  2.25
2284                             80        No MI                      1.00E+17                  2.25
2285                             80        No MI                      1.00E+17                  2.25
2286                             80        No MI                      1.00E+17                  2.25
2287                             80        No MI                      1.00E+17                  2.25
2288                             80        No MI                      1.00E+17                  2.25
2289                             80        No MI                      1.00E+17                  2.25
2290                             80        No MI                      1.00E+17                  2.25
2291                             80        No MI                      1.00E+17                  2.25
2292                             80        No MI                      1.00E+17                  2.25
2293                    79.98000336        No MI                      1.00E+17                  2.25
2294                    79.55000305        No MI                      1.00E+17                  2.25
2295                             80        No MI                      1.00E+17                  2.25
2296                             80        No MI                      1.00E+17                  2.25
2297                    73.59999847        No MI                      1.00E+17                  2.25
2298                             75        No MI                      1.00E+17                  2.25
2299                    79.98999786        No MI                      1.00E+17                  2.25
2300                             80        No MI                      1.00E+17                  2.25
2301                    78.31999969        No MI                      1.00E+17                  2.25
2302                    79.87999725        No MI                      1.00E+17                  2.25
2303                             75        No MI                      1.00E+17                  2.25
2304                             80        No MI                      1.00E+17                  2.25
2305                             65        No MI                      1.00E+17                  2.25
2306                             70        No MI                      1.00E+17                  2.25
2307                    77.40000153        No MI                      1.00E+17                  2.25
2308                             80        No MI                      1.00E+17                  2.25
2309                    76.66999817        No MI                      1.00E+17                 4.375
2310                    77.44999695        No MI                      1.00E+17                  2.25
2311                             80        No MI                                                2.25
2312                             80        No MI                      1.00E+17                  2.25
2313                             75        No MI                      1.00E+17                  2.25
2314                             80        No MI                      1.00E+17                  2.25
2315                             70        No MI                      1.00E+17                  2.25
2316                             80        No MI                      1.00E+17                  2.25
2317                    79.98999786        No MI                      1.00E+17                  2.25
2318                             80        No MI                      1.00E+17                  2.25
2319                             70        No MI                      1.00E+17                  2.25
2320                             80        No MI                      1.00E+17                  2.25
2321                             80        No MI                      1.00E+17                  2.25
2322                             80        No MI                      1.00E+17                  2.25
2323                    74.98999786        No MI                      1.00E+17                  2.25
2324                             80        No MI                      1.00E+17                  2.25
2325                             80        No MI                      1.00E+17                  2.25
2326                             80        No MI                      1.00E+17                  2.25
2327                    75.13999939        No MI                      1.00E+17                  2.25
2328                             80        No MI                      1.00E+17                  2.25
2329                             80        No MI                      1.00E+17                  2.25
2330                    74.98999786        No MI                      1.00E+17                  2.25
2331                             80        No MI                      1.00E+17                  2.25
2332                    75.80999756        No MI                      1.00E+17                  2.25
2333                             80        No MI                      1.00E+17                  2.25
2334                             80        No MI                      1.00E+17                  2.25
2335                             80        No MI                      1.00E+17                  2.25
2336                             80        No MI                      1.00E+17                  2.25
2337                             80        No MI                      1.00E+17                  2.25
2338                             75        No MI                      1.00E+17                  2.25
2339                    79.98999786        No MI                                                2.25
2340                             80        No MI                                                2.25
2341                             80        No MI                      1.00E+17                  2.25
2342                             80        No MI                      1.00E+17                  2.25
2343                             80        No MI                      1.00E+17                  2.25
2344                             80        No MI                      1.00E+17                  2.25
2345                             80        No MI                      1.00E+17                  2.25
2346                             80        No MI                      1.00E+17                  2.25
2347                             80        No MI                      1.00E+17                 4.375
2348                             80        No MI                      1.00E+17                  2.25
2349                             80        No MI                      1.00E+17                  2.25
2350                             80        No MI                      1.00E+17                  2.25
2351                             80        No MI                      1.00E+17                  2.25
2352                    73.51000214        No MI                      1.00E+17                  2.25
2353                             70        No MI                      1.00E+17                  2.25
2354                             80        No MI                      1.00E+17                  2.25
2355                             80        No MI                      1.00E+17                  2.25
2356                             80        No MI                      1.00E+17                  2.25
2357                             75        No MI                      1.00E+17                  2.25
2358                             75        No MI                      1.00E+17                  2.25
2359                             78        No MI                      1.00E+17                  2.25
2360                             80        No MI                      1.00E+17                  2.25
2361                    76.91999817        No MI                      1.00E+17                  2.25
2362                    74.98000336        No MI                      1.00E+17                  2.25
2363                             75        No MI                      1.00E+17                  2.25
2364                             70        No MI                      1.00E+17                  2.25
2365                             80        No MI                                                2.25
2366                             70        No MI                      1.00E+17                  2.25
2367                             80        No MI                      1.00E+17                  2.25
2368                             80        No MI                      1.00E+17                  2.25
2369                    79.90000153        No MI                      1.00E+17                  2.25
2370                             80        No MI                                                2.25
2371                             70        No MI                      1.00E+17                  2.25
2372                             80        No MI                      1.00E+17                  2.25
2373                             80        No MI                      1.00E+17                  2.25
2374                             80        No MI                      1.00E+17                  2.25
2375                             75        No MI                      1.00E+17                  2.25
2376                             70        No MI                      1.00E+17                  2.25
2377                    74.72000122        No MI                                                2.25
2378                             80        No MI                      1.00E+17                  2.25
2379                             80        No MI                      1.00E+17                  2.25
2380                             80        No MI                      1.00E+17                  2.25
2381                             70        No MI                      1.00E+17                  2.25
2382                             75        No MI                      1.00E+17                  2.25
2383                             80        No MI                      1.00E+17                  2.25
2384                             80        No MI                      1.00E+17                  2.25
2385                             80        No MI                      1.00E+17                  2.25
2386                             80        No MI                                                2.25
2387                             80        No MI                      1.00E+17                  2.25
2388                             80        No MI                      1.00E+17                  2.25
2389                             80        No MI                      1.00E+17                  2.25
2390                             80        No MI                      1.00E+17                  2.25
2391                             80        No MI                      1.00E+17                  2.25
2392                             80        No MI                      1.00E+17                  2.25
2393                             80        No MI                      1.00E+17                  2.25
2394                             70        No MI                      1.00E+17                  2.25
2395                             80        No MI                      1.00E+17                  2.25
2396                             80        No MI                      1.00E+17                  2.25
2397                             75        No MI                      1.00E+17                  2.25
2398                             80        No MI                      1.00E+17                  2.25
2399                             80        No MI                      1.00E+17                  2.25
2400                             70        No MI                      1.00E+17                  2.25
2401                    73.33000183        No MI                      1.00E+17                  2.25
2402                             90 Mortgage Guaranty In              1.00E+17                  2.25
2403                             80        No MI                                                2.25
2404                    74.97000122        No MI                      1.00E+17                  2.25
2405                             75        No MI                      1.00E+17                  2.25
2406                             80        No MI                      1.00E+17                  2.25
2407                             80        No MI                      1.00E+17                  2.25
2408                             80        No MI                      1.00E+17                  2.25
2409                             80        No MI                      1.00E+17                  2.25
2410                             80        No MI                      1.00E+17                  2.25
2411                             80        No MI                      1.00E+17                  2.25
2412                             75        No MI                      1.00E+17                  2.25
2413                    69.44000244        No MI                      1.00E+17                  2.25
2414                             70        No MI                      1.00E+17                  2.25
2415                             80        No MI                      1.00E+17                  2.25
2416                             75        No MI                      1.00E+17                  2.25
2417                             80        No MI                                                2.25
2418                             80        No MI                      1.00E+17                  2.25
2419                             80        No MI                      1.00E+17                  2.25
2420                             70        No MI                      1.00E+17                  2.25
2421                             80        No MI                      1.00E+17                  2.25
2422                             65        No MI                                                2.25
2423                             80        No MI                      1.00E+17                  2.25
2424                             70        No MI                      1.00E+17                  2.25
2425                             80        No MI                      1.00E+17                  2.25
2426                             80        No MI                      1.00E+17                  2.25
2427                    79.98999786        No MI                      1.00E+17                  2.25
2428                             75        No MI                      1.00E+17                  2.25
2429                             70        No MI                      1.00E+17                  2.25
2430                             70        No MI                      1.00E+17                  2.25
2431                    62.84999847        No MI                      1.00E+17                  2.25
2432                    69.69000244        No MI                      1.00E+17                  2.25
2433                             90 Mortgage Guaranty In              1.00E+17                  2.25
2434                             80        No MI                      1.00E+17                  2.25
2435                             80        No MI                      1.00E+17                  2.25
2436                             80        No MI                      1.00E+17                  2.25
2437                             80        No MI                      1.00E+17                  2.25
2438                             80        No MI                      1.00E+17                  2.25
2439                    64.66000366        No MI                      1.00E+17                  2.25
2440                             80        No MI                      1.00E+17                  2.25
2441                             80        No MI                      1.00E+17                  2.25
2442                          78.75        No MI                      1.00E+17                  2.25
2443                             75        No MI                      1.00E+17                  2.25
2444                             80        No MI                      1.00E+17                  2.25
2445                             65        No MI                      1.00E+17                  2.25
2446                             80        No MI                      1.00E+17                  2.25
2447                    79.98999786        No MI                      1.00E+17                   5.4
2448                             80        No MI                      1.00E+17                  2.25
2449                             80        No MI                      1.00E+17                  2.25
2450                             80        No MI                      1.00E+17                  2.25
2451                             80        No MI                      1.00E+17                  2.25
2452                             80        No MI                      1.00E+17                  2.25
2453                             70        No MI                      1.00E+17                  2.25
2454                             80        No MI                      1.00E+17                  2.25
2455                             75        No MI                      1.00E+17                  2.25
2456                             80        No MI                      1.00E+17                  2.25
2457                             80        No MI                      1.00E+17                  2.25
2458                             80        No MI                      1.00E+17                  2.25
2459                             80        No MI                      1.00E+17                  2.25
2460                             80        No MI                      1.00E+17                  2.25
2461                             80        No MI                      1.00E+17                  2.25
2462                             80        No MI                      1.00E+17                  2.25
2463                             80        No MI                      1.00E+17                  2.25
2464                             80        No MI                      1.00E+17                  2.25
2465                             80        No MI                      1.00E+17                  2.25
2466                             75        No MI                      1.00E+17                  2.25
2467                             75        No MI                      1.00E+17                  2.25
2468                             75        No MI                      1.00E+17                  2.25
2469                             75        No MI                      1.00E+17                  2.25
2470                             80        No MI                      1.00E+17                  2.25
2471                             75        No MI                      1.00E+17                  2.25
2472                             80        No MI                      1.00E+17                  2.25
2473                             80        No MI                      1.00E+17                  2.25
2474                             75        No MI                      1.00E+17                  2.25
2475                             80        No MI                      1.00E+17                  2.25
2476                             80        No MI                      1.00E+17                  2.25
2477                             80        No MI                      1.00E+17                  2.25
2478                             80        No MI                      1.00E+17                  2.25
2479                             80        No MI                      1.00E+17                  2.25
2480                             80        No MI                      1.00E+17                  2.25
2481                             75        No MI                      1.00E+17                  2.25
2482                             75        No MI                      1.00E+17                  2.25
2483                    79.23999786        No MI                      1.00E+17                  2.25
2484                             80        No MI                      1.00E+17                  2.25
2485                             75        No MI                      1.00E+17                  2.25
2486                             80         PMI                       1.00E+17                  2.25
2487                             80        No MI                      1.00E+17                  2.25
2488                             80        No MI                      1.00E+17                  2.25
2489                             80        No MI                      1.00E+17                  2.25
2490                             75        No MI                      1.00E+17                  2.25
2491                    74.98999786        No MI                      1.00E+17                  2.25
2492                             80        No MI                      1.00E+17                  2.75
2493                             80        No MI                      1.00E+17                  2.25
2494                    74.98000336        No MI                      1.00E+17                  2.25
2495                             80        No MI                      1.00E+17                  2.25
2496                             75        No MI                      1.00E+17                  2.25
2497                             80        No MI                      1.00E+17                  2.75
2498                    76.12999725        No MI                      1.00E+17                  2.75
2499                             80        No MI                      1.00E+17                  2.25
2500                             80        No MI                                                2.25
2501                             80        No MI                                               2.375
2502                             80        No MI                      1.00E+17                  2.75
2503                    76.19000244        No MI                      1.00E+17                  2.25
2504                             80        No MI                      1.00E+17                  2.25
2505                             80        No MI                      1.00E+17                  2.25
2506                             80        No MI                      1.00E+17                  2.25
2507                             80        No MI                                                2.25
2508                             80        No MI                      1.00E+17                  2.25
2509                             70        No MI                      1.00E+17                  2.25
2510                             80        No MI                      1.00E+17                  2.25
2511                             75        No MI                      1.00E+17                  2.25
2512                             80        No MI                      1.00E+17                  2.25
2513                             80        No MI                      1.00E+17                  2.25
2514                             70        No MI                      1.00E+17                  2.25
2515                             80        No MI                      1.00E+17                  2.25
2516                             80        No MI                      1.00E+17                  2.25
2517                             80        No MI                      1.00E+17                  2.25
2518                             80        No MI                      1.00E+17                  2.25
2519                             80        No MI                      1.00E+17                  2.25
2520                             80        No MI                      1.00E+17                  2.25
2521                             80        No MI                      1.00E+17                  2.25
2522                    61.33000183        No MI                      1.00E+17                  2.25
2523                             80        No MI                      1.00E+17                  2.25
2524                             80        No MI                      1.00E+17                  2.25
2525                             80        No MI                      1.00E+17                  2.25
2526                             80        No MI                      1.00E+17                  2.25
2527                             80        No MI                      1.10E+17                  2.25
2528                             80        No MI                      1.00E+17                  2.25
2529                             75        No MI                      1.00E+17                  2.25
2530                             80        No MI                      1.00E+17                  2.25
2531                             80        No MI                      1.00E+17                  2.25
2532                             80        No MI                      1.00E+17                  2.25
2533                    74.84999847        No MI                                                2.25
2534                             75        No MI                                                2.25
2535                             75        No MI                      1.00E+17                  2.25
2536                             85    GE Capital MI                  1.00E+17                  2.25
2537                             75        No MI                      1.00E+17                  2.25
2538                             80        No MI                      1.00E+17                  2.25
2539                             80        No MI                      1.00E+17                  2.25
2540                             80        No MI                      1.00E+17                  2.25
2541                             80        No MI                      1.00E+17                  2.25
2542                             80        No MI                      1.00E+17                  2.25
2543                             80        No MI                      1.00E+17                  2.25
2544                             80        No MI                      1.00E+17                  2.25
2545                             80        No MI                      1.00E+17                  2.25
2546                             80        No MI                      1.00E+17                  2.25
2547                    64.98999786        No MI                      1.00E+17                  2.25
2548                             80        No MI                      1.00E+17                  2.25
2549                             75        No MI                      1.00E+17                  2.25
2550                             80        No MI                      1.00E+17                  2.25
2551                             75        No MI                      1.00E+17                  2.25
2552                             70        No MI                      1.00E+17                  2.25
2553                             80        No MI                      1.00E+17                  2.25
2554                             75        No MI                      1.00E+17                  2.25
2555                             75        No MI                      1.00E+17                  2.25
2556                    79.98999786        No MI                      1.00E+17                  2.25
2557                             80        No MI                      1.00E+17                  2.25
2558                    71.43000031        No MI                      1.00E+17                  2.25
2559                             80        No MI                      1.00E+17                  2.25
2560                             75        No MI                      1.00E+17                  2.25
2561                             80        No MI                      1.00E+17                  2.25
2562                             80        No MI                      1.00E+17                  2.25
2563                             75        No MI                      1.00E+17                  2.25
2564                             80        No MI                      1.00E+17                  2.25
2565                             80        No MI                      1.00E+17                  2.25
2566                             90         PMI                       1.00E+17                 2.375
2567                             80        No MI                      1.00E+17                  2.25
2568                    54.18999863        No MI                      1.00E+17                  2.25
2569                             75        No MI                                                2.25
2570                             75        No MI                      1.00E+17                  2.25
2571                             75        No MI                      1.00E+17                  2.25
2572                             75        No MI                      1.00E+17                  2.25
2573                             80        No MI                      1.00E+17                  2.25
2574                             75        No MI                      1.00E+17                  2.25
2575                             75        No MI                      1.00E+17                  2.25
2576                             75        No MI                      1.00E+17                  2.25
2577                             75        No MI                      1.00E+17                  2.25
2578                             80        No MI                      1.00E+17                  2.25
2579                             75        No MI                      1.00E+17                  2.25
2580                             80        No MI                      1.00E+17                  2.25
2581                             75        No MI                      1.00E+17                  2.25
2582                             75        No MI                      1.00E+17                  2.25
2583                             80        No MI                      1.00E+17                  2.25
2584                             80        No MI                      1.00E+17                  2.25
2585                             75        No MI                      1.00E+17                  2.25
2586                             80        No MI                      1.00E+17                  2.25
2587                             80        No MI                      1.00E+17                  2.25
2588                             75        No MI                      1.00E+17                  2.25
2589                             80        No MI                      1.00E+17                  2.25
2590                             80        No MI                      1.00E+17                  2.25
2591                             80        No MI                      1.00E+17                  2.25
2592                             75        No MI                      1.00E+17                  2.25
2593                             80        No MI                      1.00E+17                  2.25
2594                             80        No MI                      1.00E+17                  2.25
2595                             80        No MI                      1.00E+17                  2.25
2596                             80        No MI                      1.00E+17                  2.25
2597                             80        No MI                      1.00E+17                  2.25
2598                             70        No MI                      1.00E+17                  2.25
2599                             80        No MI                      1.00E+17                 2.375
2600                             75        No MI                      1.00E+17                  2.25
2601                             75        No MI                      1.00E+17                  2.25
2602                             80        No MI                      1.00E+17                  2.25
2603                             80        No MI                      1.00E+17                 2.375
2604                    79.98999786        No MI                      1.00E+17                  2.25
2605                             80        No MI                      1.00E+17                  2.25
2606                             75        No MI                      1.00E+17                  2.25
2607                             70        No MI                      1.00E+17                  2.25
2608                             80        No MI                      1.00E+17                  2.25
2609                             80        No MI                      1.00E+17                  2.25
2610                             80        No MI                      1.00E+17                  2.25
2611                             70        No MI                      1.00E+17                  2.25
2612                    79.98999786        No MI                      1.00E+17                  2.25
2613                    79.98999786        No MI                      1.00E+17                  2.25
2614                             75        No MI                      1.00E+17                  2.25
2615                    79.98999786        No MI                      1.00E+17                  2.25
2616                             80        No MI                      1.00E+17                  2.25
2617                    74.98000336        No MI                      1.00E+17                  2.25
2618                    64.98999786        No MI                      1.00E+17                  2.25
2619                             75        No MI                      1.00E+17                  2.25
2620                             80        No MI                      1.00E+17                  2.25
2621                             75        No MI                      1.00E+17                  2.25
2622                    78.91999817        No MI                      1.00E+17                  2.25
2623                             75        No MI                      1.00E+17                  2.25
2624                             75        No MI                      1.00E+17                  2.25
2625                             80        No MI                      1.00E+17                  2.25
2626                             80        No MI                      1.00E+17                  2.25
2627                             80        No MI                      1.00E+17                  2.25
2628                             80        No MI                      1.00E+17                  2.25
2629                             80        No MI                      1.00E+17                  2.25
2630                             80        No MI                      1.00E+17                  2.25
2631                             75        No MI                                                2.25
2632                             75        No MI                                                2.25
2633                             80        No MI                      1.00E+17                  2.25
2634                             70        No MI                      1.00E+17                  2.25
2635                             80        No MI                      1.00E+17                  2.25
2636                             80        No MI                      1.00E+17                  2.25
2637                    72.23000336        No MI                                                2.25
2638                             90         PMI                       1.00E+17                  2.25
2639                             70        No MI                      1.00E+17                  2.25
2640                             80        No MI                      1.00E+17                  2.25
2641                             75        No MI                      1.00E+17                  2.25
2642                             72        No MI                      1.00E+17                  2.25
2643                             80        No MI                      1.00E+17                  2.25
2644                             80        No MI                      1.00E+17                  2.25
2645                             80        No MI                      1.00E+17                  2.25
2646                             80        No MI                      1.00E+17                  2.25
2647                             70        No MI                      1.00E+17                  2.25
2648                             80        No MI                      1.00E+17                  2.25
2649                             70        No MI                      1.00E+17                  2.25
2650                             80        No MI                      1.00E+17                  2.25
2651                             80        No MI                      1.00E+17                  2.25
2652                    69.91999817        No MI                      1.00E+17                  2.25
2653                             70        No MI                      1.00E+17                  2.25
2654                             70        No MI                      1.00E+17                  2.25
2655                             80        No MI                      1.00E+17                  2.25
2656                             75        No MI                      1.00E+17                  2.25
2657                             75        No MI                      1.00E+17                  2.25
2658                             80        No MI                      1.00E+17                  2.25
2659                             65        No MI                      1.00E+17                  2.25
2660                             75        No MI                      1.00E+17                  2.25
2661                             80        No MI                      1.00E+17                  2.25
2662                             80        No MI                      1.00E+17                  2.25
2663                             80        No MI                      1.00E+17                  2.25
2664                             80        No MI                      1.00E+17                  2.25
2665                             80        No MI                      1.00E+17                  2.25
2666                             80        No MI                      1.00E+17                  2.25
2667                             80        No MI                      1.00E+17                  2.25
2668                             80        No MI                      1.00E+17                  2.25
2669                             80        No MI                      1.00E+17                  2.25
2670                    69.98000336        No MI                      1.00E+17                  2.25
2671                    79.08000183        No MI                                                2.25
2672                    73.09999847        No MI                      1.00E+17                  2.25
2673                             80        No MI                                                2.25
2674                             70        No MI                      1.00E+17                  2.25
2675                             70        No MI                      1.00E+17                  2.25
2676                             80        No MI                      1.00E+17                  2.25
2677                    79.98999786        No MI                      1.00E+17                  2.25
2678                             80        No MI                      1.00E+17                  2.25
2679                             80        No MI                      1.00E+17                  2.25
2680                             80        No MI                      1.00E+17                  2.25
2681                             80        No MI                      1.00E+17                  2.25
2682                             80        No MI                                                2.25
2683                             75        No MI                      1.00E+17                  2.25
2684                             80        No MI                      1.00E+17                  2.25
2685                             80        No MI                                                2.25
2686                             75        No MI                                                2.25
2687                             80        No MI                      1.00E+17                  2.25
2688                             80        No MI                      1.00E+17                  2.25
2689                             80        No MI                      1.00E+17                  2.25
2690                             80        No MI                      1.00E+17                  2.75
2691                             80        No MI                      1.00E+17                  2.25
2692                             70        No MI                      1.00E+17                  2.25
2693                             80        No MI                      1.00E+17                  2.25
2694                             70        No MI                      1.00E+17                  2.25
2695                             80        No MI                      1.00E+17                  2.25
2696                             75        No MI                      1.00E+17                  2.25
2697                    79.98999786        No MI                      1.00E+17                  2.25
2698                             80        No MI                      1.00E+17                  2.25
2699                             75        No MI                      1.00E+17                  2.25
2700                    54.54999924        No MI                                                2.75
2701                    79.86000061        No MI                      1.00E+17                  2.75
2702                             80        No MI                      1.00E+17                  2.25
2703                    78.98999786        No MI                      1.00E+17                  2.25
2704                             70        No MI                      1.00E+17                  2.25
2705                             80        No MI                      1.00E+17                  2.25
2706                             80        No MI                      1.00E+17                  2.25
2707                    79.79000092        No MI                      1.00E+17                  2.25
2708                             80        No MI                      1.00E+17                  2.25
2709                             80        No MI                      1.00E+17                  2.25
2710                    79.98000336        No MI                      1.00E+17                  2.25
2711                    68.97000122        No MI                      1.00E+17                  2.25
2712                             80        No MI                      1.00E+17                  2.25
2713                    78.02999878        No MI                      1.00E+17                  2.25
2714                             80        No MI                      1.00E+17                  2.25
2715                             70        No MI                      1.00E+17                  2.25
2716                             75        No MI                      1.00E+17                  2.25
2717                             75        No MI                      1.00E+17                  2.25
2718                             80        No MI                      1.00E+17                  2.25
2719                             80        No MI                                                2.25
2720                             80        No MI                      1.00E+17                  2.25
2721                             90     Republic MIC                  1.00E+17                  2.25
2722                             80        No MI                      1.00E+17                  2.25
2723                             80        No MI                      1.00E+17                  2.25
2724                             75        No MI                      1.00E+17                  2.25
2725                             75        No MI                      1.00E+17                  2.25
2726                             80        No MI                      1.00E+17                  2.25
2727                             80        No MI                      1.00E+17                  2.25
2728                    78.05000305        No MI                      1.00E+17                  2.25
2729                             75        No MI                      1.00E+17                  2.25
2730                             70        No MI                      1.00E+17                  2.25
2731                             75        No MI                      1.00E+17                  2.25
2732                             75        No MI                      1.00E+17                  2.25
2733                             80        No MI                      1.00E+17                  2.25
2734                             70        No MI                                                2.25
2735                             70        No MI                      1.00E+17                  2.25
2736                             70        No MI                      1.00E+17                  2.25
2737                             75        No MI                      1.00E+17                  2.25
2738                             75        No MI                                                2.25
2739                             80        No MI                      1.00E+17                  2.25
2740                             65        No MI                      1.00E+17                  2.25
2741                             80        No MI                      1.00E+17                  2.25
2742                             80        No MI                      1.00E+17                  2.25
2743                             80        No MI                      1.00E+17                  2.25
2744                             80        No MI                      1.00E+17                  2.25
2745                             80        No MI                      1.00E+17                  2.25
2746                             80        No MI                      1.00E+17                  2.25
2747                             80        No MI                                                2.25
2748                             80        No MI                      1.00E+17                  2.25
2749                             80        No MI                      1.00E+17                  2.25
2750                             80        No MI                                                2.25
2751                             75        No MI                      1.00E+17                  2.25
2752                             75        No MI                      1.00E+17                  2.25
2753                             75        No MI                      1.00E+17                  2.25
2754                             80        No MI                      1.00E+17                  2.25
2755                             80        No MI                      1.00E+17                  2.25
2756                             75        No MI                      1.00E+17                  2.25
2757                             80        No MI                      1.00E+17                  2.25
2758                             80        No MI                      1.00E+17                  2.25
2759                    76.80999756        No MI                      1.00E+17                  2.25
2760                             80        No MI                      1.00E+17                  2.25
2761                             80        No MI                      1.00E+17                  2.25
2762                             80        No MI                      1.00E+17                  2.25
2763                             80        No MI                      1.00E+17                  2.25
2764                             80        No MI                      1.00E+17                  2.25
2765                             80        No MI                      1.00E+17                  2.25
2766                             70        No MI                      1.00E+17                  2.25
2767                             70        No MI                      1.00E+17                  2.75
2768                             80        No MI                      1.00E+17                  2.25
2769                             80        No MI                      1.00E+17                  2.25
2770                             80        No MI                      1.00E+17                  2.25
2771                             80        No MI                      1.00E+17                  2.25
2772                             80        No MI                      1.00E+17                  2.25
2773                             75        No MI                      1.00E+17                  2.25
2774                             70        No MI                      1.00E+17                  2.25
2775                             70        No MI                      1.00E+17                  2.25
2776                    79.98000336        No MI                      1.00E+17                  2.25
2777                             80        No MI                      1.00E+17                  2.25
2778                             75        No MI                      1.00E+17                  2.25
2779                             80        No MI                      1.00E+17                  2.25
2780                             70        No MI                      1.00E+17                  2.25
2781                             80        No MI                      1.00E+17                  2.25
2782                             80        No MI                      1.00E+17                  2.25
2783                    79.98999786        No MI                      1.00E+17                  2.25
2784                    67.91999817        No MI                      1.00E+17                  2.25
2785                             80        No MI                      1.00E+17                  2.25
2786                    78.56999969        No MI                      1.00E+17                  2.25
2787                             80        No MI                      1.00E+17                  2.25
2788                             80        No MI                      1.00E+17                  2.25
2789                             80        No MI                      1.00E+17                  2.25
2790                             80        No MI                      1.00E+17                  2.25
2791                             70        No MI                      1.00E+17                  2.25
2792                             75        No MI                      1.00E+17                  2.25
2793                             80        No MI                      1.00E+17                  2.25
2794                             70        No MI                      1.00E+17                  2.25
2795                             70        No MI                      1.00E+17                  2.25
2796                             70        No MI                      1.00E+17                  2.25
2797                    79.43000031        No MI                                                2.25
2798                             75        No MI                      1.00E+17                  2.25
2799                             75        No MI                      1.00E+17                  2.25
2800                             80        No MI                      1.00E+17                  2.25
2801                             80        No MI                      1.00E+17                  2.25
2802                             80        No MI                      1.00E+17                  2.25
2803                             80        No MI                      1.00E+17                  2.25
2804                             80        No MI                      1.00E+17                  2.25
2805                             80        No MI                      1.00E+17                  2.25
2806                             80        No MI                      1.00E+17                  2.25
2807                             80        No MI                      1.00E+17                  2.25
2808                             75        No MI                      1.00E+17                  2.25
2809                             80        No MI                      1.00E+17                  2.25
2810                             80        No MI                      1.00E+17                  2.25
2811                             75        No MI                      1.00E+17                  2.25
2812                             80        No MI                      1.00E+17                  2.25
2813                             75        No MI                      1.00E+17                  2.25
2814                             75        No MI                      1.00E+17                  2.25
2815                             70        No MI                      1.00E+17                  2.25
2816                             80        No MI                      1.00E+17                  2.25
2817                             75        No MI                                                2.25
2818                             80        No MI                      1.00E+17                  2.25
2819                             80        No MI                      1.00E+17                 2.375
2820                    77.37000275        No MI                      1.00E+17                  2.25
2821                             75        No MI                      1.00E+17                  2.25
2822                    66.88999939        No MI                      1.00E+17                  2.25
2823                             70        No MI                      1.00E+17                  2.25
2824                             80        No MI                      1.00E+17                  2.25
2825                             70        No MI                      1.00E+17                  2.25
2826                             70        No MI                      1.00E+17                  2.25
2827                    74.98999786        No MI                      1.00E+17                  2.25
2828                    75.01000214        No MI                      1.00E+17                  2.25
2829                             80        No MI                                                2.25
2830                             80        No MI                      1.00E+17                  2.25
2831                             80        No MI                      1.00E+17                  2.25
2832                             75        No MI                      1.00E+17                  2.25
2833                             80        No MI                      1.00E+17                  2.25
2834                             75        No MI                      1.00E+17                  2.25
2835                             75        No MI                      1.00E+17                  2.25
2836                             80        No MI                      1.00E+17                  2.25
2837                             75        No MI                      1.00E+17                  2.25
2838                             80        No MI                      1.00E+17                  2.25
2839                             75        No MI                      1.00E+17                  2.25
2840                             70        No MI                      1.00E+17                  2.25
2841                             70        No MI                      1.00E+17                  2.25
2842                             80        No MI                      1.00E+17                  2.25
2843                    58.34000015        No MI                      1.00E+17                  2.25
2844                             80        No MI                      1.00E+17                  2.25
2845                             80        No MI                      1.00E+17                  2.25
2846                             80        No MI                      1.00E+17                  2.25
2847                             80        No MI                      1.00E+17                  2.25
2848                             75        No MI                      1.00E+17                  2.25
2849                    74.48000336        No MI                      1.00E+17                  2.25
2850                             80        No MI                      1.00E+17                  2.25
2851                             80        No MI                      1.00E+17                  2.25
2852                             80        No MI                      1.00E+17                  2.75
2853                             80        No MI                      1.00E+17                  2.25
2854                             75        No MI                      1.00E+17                  2.25
2855                             80        No MI                      1.00E+17                  2.25
2856                             80        No MI                      1.00E+17                  2.25
2857                             80        No MI                      1.00E+17                     5
2858                             75        No MI                      1.00E+17                  2.25
2859                    74.98999786        No MI                      1.00E+17                  2.25
2860                             75        No MI                      1.00E+17                  2.25
2861                             80        No MI                      1.00E+17                  2.25
2862                             75        No MI                      1.00E+17                  2.25
2863                             80        No MI                      1.00E+17                  2.25
2864                             80        No MI                      1.00E+17                  2.25
2865                             75        No MI                      1.00E+17                  2.25
2866                             80        No MI                      1.00E+17                  2.25
2867                             80        No MI                      1.00E+17                  2.25
2868                             70        No MI                      1.00E+17                  2.25
2869                    79.98999786        No MI                      1.00E+17                  2.25
2870                             80        No MI                      1.00E+17                  2.25
2871                             70        No MI                      1.00E+17                  2.25
2872                             80        No MI                                                2.25
2873                             80        No MI                      1.00E+17                  2.25
2874                             75        No MI                                                2.25
2875                             80        No MI                      1.00E+17                  2.25
2876                             75        No MI                      1.00E+17                  2.25
2877                             80        No MI                      1.00E+17                  2.25
2878                             80        No MI                      1.00E+17                  2.25
2879                             80        No MI                      1.00E+17                  2.25
2880                             75        No MI                      1.00E+17                  2.25
2881                             80        No MI                      1.00E+17                  2.25
2882                             80        No MI                      1.00E+17                  2.25
2883                             80        No MI                      1.00E+17                  2.25
2884                             80        No MI                                                2.25
2885                             80        No MI                                                2.25
2886                    73.52999878        No MI                      1.00E+17                  2.25
2887                             70        No MI                                                2.25
2888                             70        No MI                      1.00E+17                  2.25
2889                             75        No MI                      1.00E+17                  2.25
2890                             80        No MI                      1.00E+17                  2.25
2891                    79.98999786        No MI                      1.00E+17                  2.25
2892                             80        No MI                      1.00E+17                  2.25
2893                             70        No MI                      1.00E+17                  2.25
2894                             80        No MI                      1.00E+17                  2.25
2895                             80        No MI                      1.00E+17                  2.25
2896                             80        No MI                      1.00E+17                  2.25
2897                             75        No MI                      1.00E+17                  2.25
2898                             80        No MI                      1.00E+17                  2.25
2899                             75        No MI                      1.00E+17                  2.25
2900                             80        No MI                      1.00E+17                  2.25
2901                             80        No MI                      1.00E+17                  2.25
2902                             80        No MI                      1.00E+17                  2.25
2903                             70        No MI                      1.00E+17                  2.25
2904                    79.48000336        No MI                                                2.25
2905                             75        No MI                      1.00E+17                  2.25
2906                             80        No MI                                                2.25
2907                             75        No MI                      1.00E+17                  2.25
2908                             80        No MI                      1.00E+17                  2.25
2909                             80        No MI                      1.00E+17                  2.25
2910                             80        No MI                      1.00E+17                  2.75
2911                             80        No MI                      1.00E+17                  2.25
2912                             55        No MI                      1.00E+17                  2.25
2913                             80        No MI                      1.00E+17                  2.75
2914                             80        No MI                      1.00E+17                  2.25
2915                             80        No MI                      1.00E+17                  2.25
2916                    79.95999908        No MI                                                2.25
2917                             75        No MI                      1.00E+17                  2.25
2918                             80        No MI                      1.00E+17                  2.25
2919                             80        No MI                      1.00E+17                  2.25
2920                             80        No MI                      1.00E+17                  2.25
2921                             80        No MI                      1.00E+17                  2.25
2922                    76.91999817        No MI                      1.00E+17                  2.25
2923                             80        No MI                      1.00E+17                  2.25
2924                             80        No MI                      1.00E+17                  2.25
2925                             80        No MI                      1.00E+17                  2.25
2926                    79.98000336        No MI                      1.00E+17                  2.25
2927                             80        No MI                      1.00E+17                  2.25
2928                             80        No MI                      1.00E+17                  2.25
2929                             80        No MI                      1.00E+17                  2.25
2930                             80        No MI                      1.00E+17                  2.25
2931                             80        No MI                                                2.25
2932                             80        No MI                                                2.25
2933                             80        No MI                      1.00E+17                  2.25
2934                             80        No MI                      1.00E+17                  2.25
2935                             80        No MI                      1.00E+17                  2.25
2936                             75        No MI                      1.00E+17                  2.25
2937                             80        No MI                      1.00E+17                  2.25
2938                             75        No MI                      1.00E+17                  2.25
2939                             80        No MI                      1.00E+17                  2.25
2940                             80        No MI                      1.00E+17                  2.25
2941                    74.98999786        No MI                      1.00E+17                  2.25
2942                             80        No MI                      1.00E+17                  2.25
2943                             80        No MI                      1.00E+17                  2.25
2944                             75        No MI                      1.00E+17                  2.25
2945                    79.98000336        No MI                      1.00E+17                  2.25
2946                             80        No MI                      1.00E+17                  2.25
2947                    79.83000183        No MI                      1.00E+17                  2.25
2948                             80        No MI                      1.00E+17                  2.25
2949                             80        No MI                                                2.25
2950                             80        No MI                      1.00E+17                  2.25
2951                             80        No MI                      1.00E+17                  2.25
2952                             80        No MI                      1.00E+17                  2.25
2953                             90   United Guaranty                 1.00E+17                  2.25
2954                             80        No MI                      1.00E+17                  2.25
2955                    75.94999695        No MI                      1.00E+17                  2.25
2956                             80        No MI                      1.00E+17                  2.25
2957                             80        No MI                      1.00E+17                  2.25
2958                    79.18000031        No MI                      1.00E+17                  2.25
2959                             80        No MI                      1.00E+17                  2.25
2960                             80        No MI                      1.00E+17                  2.25
2961                    78.73000336        No MI                      1.00E+17                  2.25
2962                             80        No MI                      1.00E+17                  2.25
2963                             80        No MI                      1.00E+17                  2.25
2964                             70        No MI                      1.00E+17                  2.25
2965                             70        No MI                      1.00E+17                  2.25
2966                             75        No MI                                                2.25
2967                             70        No MI                      1.00E+17                  2.25
2968                             70        No MI                      1.00E+17                  2.25
2969                             80        No MI                      1.00E+17                  2.25
2970                             80        No MI                      1.00E+17                  2.25
2971                             80        No MI                      1.00E+17                  2.25
2972                             65        No MI                      1.00E+17                  2.25
2973                             80        No MI                      1.00E+17                  2.25
2974                             80        No MI                      1.00E+17                  2.25
2975                             80        No MI                      1.00E+17                  2.25
2976                    69.97000122        No MI                      1.00E+17                  2.25
2977                             80        No MI                      1.00E+17                  2.25
2978                             80        No MI                      1.00E+17                  2.25
2979                             80        No MI                      1.00E+17                  2.25
2980                             50        No MI                      1.00E+17                  2.25
2981                    60.88000107        No MI                      1.00E+17                  2.25
2982                             80        No MI                      1.00E+17                  2.25
2983                             75        No MI                      1.00E+17                  2.25
2984                             80        No MI                      1.00E+17                  2.25
2985                    69.38999939        No MI                      1.00E+17                  2.25
2986                             70        No MI                      1.00E+17                  2.25
2987                             80        No MI                      1.00E+17                 3.875
2988                             80        No MI                      1.00E+17                  2.25
2989                             80        No MI                      1.00E+17                  2.25
2990                             80        No MI                                                2.25
2991                             70        No MI                      1.00E+17                  2.25
2992                             80        No MI                      1.00E+17                  2.25
2993                             75        No MI                                                2.25
2994                             75        No MI                      1.00E+17                  2.25
2995                             80        No MI                      1.00E+17                  2.25
2996                             80        No MI                      1.00E+17                  2.25
2997                             80        No MI                      1.00E+17                  2.25
2998                    34.88000107        No MI                      1.00E+17                  2.25
2999                    72.59999847        No MI                      1.00E+17                  2.25
3000                             80        No MI                                                2.25
3001                             75        No MI                      1.00E+17                  2.25
3002                             80        No MI                      1.00E+17                  2.25
3003                             80        No MI                      1.00E+17                  2.25
3004                             80        No MI                      1.00E+17                  2.25
3005                    71.43000031        No MI                      1.00E+17                  2.25
3006                             80        No MI                                                2.25
3007                             80        No MI                      1.00E+17                  2.25
3008                             80        No MI                      1.00E+17                  2.25
3009                             75        No MI                      1.00E+17                  2.25
3010                             80        No MI                      1.00E+17                  2.25
3011                             80        No MI                      1.00E+17                  2.25
3012                             80        No MI                      1.00E+17                  2.25
3013                             80        No MI                      1.00E+17                  2.25
3014                             80        No MI                      1.00E+17                  2.25
3015                             80        No MI                      1.00E+17                  2.25
3016                             80        No MI                      1.00E+17                  2.25
3017                             80        No MI                      1.00E+17                  2.25
3018                             80        No MI                      1.00E+17                  2.25
3019                    27.52000046        No MI                      1.00E+17                  2.25
3020                             80        No MI                      1.00E+17                  2.25
3021                             80        No MI                      1.00E+17                  2.25
3022                             80        No MI                      1.00E+17                  2.25
3023                             80        No MI                      1.00E+17                  2.25
3024                             75        No MI                      1.00E+17                  2.25
3025                             80        No MI                      1.00E+17                  2.25
3026                    20.36000061        No MI                      1.00E+17                  2.25
3027                             80        No MI                      1.00E+17                  2.25
3028                             80        No MI                      1.00E+17                  2.25
3029                             80        No MI                      1.00E+17                  2.25
3030                             80        No MI                      1.00E+17                  2.25
3031                             80        No MI                      1.00E+17                  2.25
3032                             80        No MI                      1.00E+17                  2.25
3033                             80        No MI                      1.00E+17                  2.25
3034                             80        No MI                                                2.25
3035                             75        No MI                      1.00E+17                  2.25
3036                    74.98999786        No MI                      1.00E+17                  2.25
3037                           77.5        No MI                      1.00E+17                  2.25
3038                             80        No MI                      1.00E+17                  2.25
3039                             80        No MI                      1.00E+17                  2.25
3040                             80        No MI                      1.00E+17                  2.25
3041                             75        No MI                      1.00E+17                  2.25
3042                             70        No MI                      1.00E+17                  2.25
3043                             75        No MI                      1.00E+17                  2.25
3044                             80        No MI                      1.00E+17                  2.25
3045                             80        No MI                      1.00E+17                  2.25
3046                             75        No MI                      1.00E+17                  2.25
3047                             80        No MI                      1.00E+17                  2.25
3048                             80        No MI                      1.00E+17                  2.25
3049                             80        No MI                      1.00E+17                  2.25
3050                             75        No MI                      1.00E+17                  2.25
3051                             80        No MI                      1.00E+17                  2.25
3052                             75        No MI                      1.00E+17                  2.25
3053                             80        No MI                      1.00E+17                  2.25
3054                    70.97000122        No MI                      1.00E+17                  2.25
3055                    76.08999634        No MI                      1.00E+17                  2.25
3056                             75        No MI                      1.00E+17                  2.25
3057                             80        No MI                      1.00E+17                  2.25
3058                             80        No MI                      1.00E+17                  2.25
3059                             80        No MI                      1.00E+17                  2.25
3060                             80        No MI                      1.00E+17                  2.25
3061                             80        No MI                      1.00E+17                  2.25
3062                    78.43000031        No MI                      1.00E+17                  2.25
3063                    75.29000092        No MI                      1.00E+17                  2.25
3064                    69.93000031        No MI                      1.00E+17                  2.25
3065                             80        No MI                      1.00E+17                  2.25
3066                             75        No MI                      1.00E+17                  2.25
3067                             72        No MI                      1.00E+17                  2.25
3068                             80        No MI                      1.00E+17                   3.5
3069                             75        No MI                      1.00E+17                  2.25
3070                             80        No MI                      1.00E+17                  2.25
3071                             80        No MI                      1.00E+17                  2.25
3072                             80        No MI                      1.00E+17                  2.25
3073                    75.59999847        No MI                      1.00E+17                  2.25
3074                             80        No MI                      1.00E+17                  2.25
3075                             80        No MI                      1.00E+17                  2.25
3076                             80        No MI                      1.00E+17                  2.25
3077                    75.37000275        No MI                      1.00E+17                  2.25
3078                             80        No MI                      1.00E+17                  2.25
3079                             80        No MI                      1.00E+17                  2.25
3080                             80        No MI                      1.00E+17                  2.25
3081                             80        No MI                      1.00E+17                  2.25
3082                             80        No MI                      1.00E+17                  2.25
3083                             80        No MI                      1.00E+17                  2.25
3084                    71.61000061        No MI                      1.00E+17                  2.25
3085                             80        No MI                      1.00E+17                  2.25
3086                             80        No MI                      1.00E+17                  2.25
3087                             80        No MI                      1.00E+17                  2.25
3088                    68.22000122        No MI                      1.00E+17                  2.25
3089                    79.23000336        No MI                      1.00E+17                  2.25
3090                             80        No MI                      1.00E+17                  2.25
3091                             90         PMI                       1.00E+17                  2.25
3092                    72.33999634        No MI                      1.00E+17                  2.25
3093                    71.43000031        No MI                      1.00E+17                  2.25
3094                             80        No MI                      1.00E+17                  2.25
3095                    78.95999908        No MI                      1.00E+17                  2.25
3096                    79.37999725        No MI                      1.00E+17                  2.25
3097                             80        No MI                      1.00E+17                  2.25
3098                             80        No MI                      1.00E+17                  2.25
3099                    55.86999893        No MI                      1.00E+17                  2.25
3100                    70.98999786        No MI                      1.00E+17                  2.25
3101                             80        No MI                      1.00E+17                  2.25
3102                             80        No MI                      1.00E+17                  2.25
3103                    64.04000092        No MI                      1.00E+17                  2.25
3104                             80        No MI                      1.00E+17                  2.25
3105                             75        No MI                      1.00E+17                  2.25
3106                             80        No MI                      1.00E+17                  2.25
3107                             95   United Guaranty                 1.00E+17                  2.25
3108                             80        No MI                      1.00E+17                  2.25
3109                             80        No MI                      1.00E+17                  2.25
3110                             80        No MI                      1.00E+17                  2.25
3111                             80        No MI                      1.00E+17                  2.25
3112                             80        No MI                      1.00E+17                  2.25
3113                    74.41999817        No MI                      1.00E+17                  2.25
3114                    79.95999908        No MI                      1.00E+17                  2.25
3115                             80        No MI                      1.00E+17                  2.25
3116                             75        No MI                      1.00E+17                  2.25
3117                             80        No MI                      1.00E+17                  2.25
3118                             80        No MI                      1.00E+17                  2.25
3119                             70        No MI                      1.00E+17                  2.25
3120                    48.88000107        No MI                      1.00E+17                  2.25
3121                    76.65000153        No MI                      1.00E+17                  2.25
3122                             75        No MI                      1.00E+17                  2.25
3123                             70        No MI                      1.00E+17                  2.25
3124                             80        No MI                      1.00E+17                  2.25
3125                             80        No MI                      1.00E+17                  2.25
3126                             80        No MI                      1.00E+17                  2.25
3127                    77.76999664        No MI                      1.00E+17                  2.25
3128                             80        No MI                      1.00E+17                  2.25
3129                             80        No MI                      1.00E+17                  2.25
3130                             80        No MI                      1.00E+17                  2.25
3131                             80        No MI                      1.00E+17                  2.25
3132                    86.80999756         PMI                       1.00E+17                  2.25
3133                             80        No MI                      1.00E+17                  2.25
3134                             80        No MI                      1.00E+17                  2.25
3135                             80        No MI                      1.00E+17                  2.25
3136                             70        No MI                      1.00E+17                  2.25
3137                             80        No MI                      1.00E+17                  2.25
3138                    79.65000153        No MI                      1.00E+17                  2.25
3139                             80        No MI                      1.00E+17                  2.25
3140                    73.52999878        No MI                      1.00E+17                  2.25
3141                             75        No MI                      1.00E+17                  2.25
3142                             80        No MI                      1.00E+17                  2.25
3143                             80        No MI                      1.00E+17                  2.25
3144                             80        No MI                      1.00E+17                  2.25
3145                    79.83999634        No MI                      1.00E+17                  2.25
3146                    69.05999756        No MI                      1.00E+17                  2.25
3147                             80        No MI                      1.00E+17                  2.25
3148                             80        No MI                      1.00E+17                  2.25
3149                             80        No MI                      1.00E+17                  2.25
3150                             80        No MI                      1.00E+17                  2.25
3151                    71.43000031        No MI                      1.00E+17                  2.25
3152                             75        No MI                      1.00E+17                  2.25
3153                    66.05999756        No MI                      1.00E+17                  2.25
3154                    79.16000366        No MI                      1.00E+17                  2.25
3155                             75        No MI                      1.00E+17                  2.25
3156                    77.26999664        No MI                      1.00E+17                  2.25
3157                    56.43999863        No MI                      1.00E+17                  2.25
3158                             80        No MI                      1.00E+17                  2.25
3159                             80        No MI                      1.00E+17                  2.25
3160                             80        No MI                      1.00E+17                  2.25
3161                    73.86000061        No MI                      1.00E+17                  2.25
3162                             80        No MI                      1.00E+17                  2.25
3163                    39.06999969        No MI                      1.00E+17                  2.25
3164                    79.37999725        No MI                      1.00E+17                  2.25
3165                             80        No MI                      1.00E+17                  2.25
3166                    77.77999878        No MI                      1.00E+17                  2.25
3167                             80        No MI                      1.00E+17                  2.25
3168                    79.98999786        No MI                      1.00E+17                  2.25
3169                             80        No MI                      1.00E+17                  2.25
3170                             80        No MI                      1.00E+17                  2.25
3171                    79.98999786        No MI                      1.00E+17                  2.25
3172                             80        No MI                      1.00E+17                  2.25
3173                             80        No MI                      1.00E+17                  2.25
3174                             80        No MI                      1.00E+17                  2.25
3175                             80        No MI                      1.00E+17                  2.25
3176                             80        No MI                      1.00E+17                  2.25
3177                    64.81999969        No MI                      1.00E+17                  2.25
3178                             80        No MI                      1.00E+17                  2.25
3179                             80        No MI                      1.00E+17                  2.25
3180                             80        No MI                      1.00E+17                  2.25
3181                             80        No MI                      1.00E+17                  2.25
3182                             80        No MI                      1.00E+17                  2.25
3183                             75        No MI                      1.00E+17                  2.25
3184                             80        No MI                      1.00E+17                  2.25
3185                             80        No MI                      1.00E+17                  2.25
3186                             80        No MI                      1.00E+17                  2.25
3187                             80        No MI                      1.00E+17                  2.25
3188                             80        No MI                      1.00E+17                  2.25
3189                             80        No MI                      1.00E+17                  2.25
3190                    69.63999939        No MI                      1.00E+17                  2.25
3191                             80        No MI                      1.00E+17                  2.25
3192                             80        No MI                      1.00E+17                  2.25
3193                             80        No MI                      1.00E+17                  2.25
3194                             80        No MI                      1.00E+17                  2.25
3195                             80        No MI                      1.00E+17                  2.25
3196                    74.98000336        No MI                      1.00E+17                  2.25
3197                             80        No MI                      1.00E+17                  2.25
3198                             80        No MI                      1.00E+17                  2.25
3199                             70        No MI                      1.00E+17                  2.25
3200                             80        No MI                      1.00E+17                  2.25
3201                             80        No MI                      1.00E+17                  2.25
3202                             70        No MI                      1.00E+17                  2.25
3203                             80        No MI                      1.00E+17                  2.25
3204                             80        No MI                      1.00E+17                  2.25
3205                    79.97000122        No MI                      1.00E+17                  2.25
3206                             80        No MI                      1.00E+17                  2.25
3207                             80        No MI                      1.00E+17                  2.75
3208                             85     Republic MIC                  1.00E+17                  2.25
3209                    79.98999786        No MI                      1.00E+17                  2.25
3210                             80        No MI                      1.00E+17                  2.25
3211                             80        No MI                      1.00E+17                  2.25
3212                             80        No MI                      1.00E+17                  2.25
3213                             80        No MI                      1.00E+17                  2.25
3214                             80        No MI                      1.00E+17                  2.25
3215                             65        No MI                      1.00E+17                  2.25
3216                             75        No MI                      1.00E+17                  2.25
3217                             80        No MI                      1.00E+17                  2.25
3218                             70        No MI                      1.00E+17                  2.25
3219                             70        No MI                      1.00E+17                  2.25
3220                             70        No MI                      1.00E+17                  2.25
3221                             80        No MI                      1.00E+17                  2.25
3222                             80        No MI                      1.00E+17                  2.25
3223                             80        No MI                      1.00E+17                  2.25
3224                             75        No MI                      1.00E+17                  2.25
3225                             80        No MI                      1.00E+17                  2.25
3226                             80        No MI                      1.00E+17                  2.25
3227                             80        No MI                      1.00E+17                  2.25
3228                             80        No MI                      1.00E+17                  2.25
3229                    79.98999786        No MI                      1.00E+17                  2.25
3230                             80        No MI                      1.00E+17                  2.25
3231                             70        No MI                      1.00E+17                  2.25
3232                             80        No MI                      1.00E+17                  2.25
3233                             70        No MI                      1.00E+17                  2.25
3234                    79.98999786        No MI                      1.00E+17                  2.25
3235                             80        No MI                      1.00E+17                  2.25
3236                    78.84999847        No MI                      1.00E+17                  2.25
3237                             80        No MI                      1.00E+17                  2.25
3238                    76.47000122        No MI                      1.00E+17                  2.25
3239                             75        No MI                      1.00E+17                  2.25
3240                             80        No MI                      1.00E+17                  2.25
3241                    79.69999695        No MI                      1.00E+17                  2.25
3242                             80        No MI                      1.00E+17                  2.25
3243                             80        No MI                      1.00E+17                  2.25
3244                             80        No MI                      1.00E+17                  2.25
3245                             80        No MI                      1.00E+17                  2.25
3246                             75        No MI                      1.00E+17                  2.25
3247                             75        No MI                      1.00E+17                  2.25
3248                           69.5        No MI                      1.00E+17                  2.25
3249                             80        No MI                      1.00E+17                  2.25
3250                             80        No MI                      1.00E+17                  2.25
3251                             75        No MI                      1.00E+17                  2.25
3252                             80        No MI                      1.00E+17                  2.25
3253                    78.68000031        No MI                      1.00E+17                  2.25
3254                             70        No MI                      1.00E+17                  2.25
3255                    79.62000275        No MI                      1.00E+17                  2.25
3256                             80        No MI                      1.00E+17                  2.25
3257                             70        No MI                      1.00E+17                  2.25
3258                             70        No MI                      1.00E+17                  2.25
3259                             80        No MI                      1.00E+17                  2.25
3260                             80        No MI                      1.00E+17                  2.25
3261                             70        No MI                      1.00E+17                  2.25
3262                             80        No MI                      1.00E+17                  2.25
3263                             80        No MI                      1.00E+17                  2.25
3264                             75        No MI                      1.00E+17                  2.25
3265                             80        No MI                      1.00E+17                  2.25
3266                    73.44999695        No MI                      1.00E+17                  2.75
3267                             80        No MI                      1.00E+17                  2.25
3268                             65        No MI                      1.00E+17                  2.25
3269                             70        No MI                      1.00E+17                  2.25
3270                    69.98999786        No MI                      1.00E+17                  2.25
3271                             70        No MI                      1.00E+17                  2.25
3272                    67.04000092        No MI                      1.00E+17                  2.25
3273                    78.19999695        No MI                      1.00E+17                  2.25
3274                             80        No MI                      1.00E+17                  2.25
3275                             80        No MI                      1.00E+17                  2.25
3276                             70        No MI                      1.00E+17                  2.25
3277                             75        No MI                      1.00E+17                  2.25
3278                             80        No MI                      1.00E+17                  2.25
3279                             80        No MI                      1.00E+17                  2.25
3280                             70        No MI                      1.00E+17                  2.25
3281                    74.98000336        No MI                      1.00E+17                  2.25
3282                             80        No MI                      1.00E+17                  2.25
3283                    78.68000031        No MI                                                2.25
3284                             80        No MI                      1.00E+17                  2.25
3285                    74.98999786        No MI                      1.00E+17                  2.25
3286                             80        No MI                      1.00E+17                  2.25
3287                             75        No MI                      1.00E+17                  2.25
3288                             80        No MI                      1.00E+17                  2.25
3289                             75        No MI                      1.00E+17                  2.25
3290                             75        No MI                      1.00E+17                  2.25
3291                             80        No MI                      1.00E+17                  2.25
3292                             80        No MI                      1.00E+17                  2.25
3293                             80        No MI                      1.00E+17                  2.25
3294                             70        No MI                                                2.25
3295                             75        No MI                      1.00E+17                  2.25
3296                             80        No MI                      1.00E+17                  2.25
3297                             70        No MI                      1.00E+17                  2.25
3298                             80        No MI                      1.00E+17                  2.25
3299                             80         PMI                       1.00E+17                  2.25
3300                             75        No MI                      1.00E+17                  2.25
3301                             75        No MI                      1.00E+17                  2.25
3302                             80        No MI                      1.00E+17                  2.25
3303                             80        No MI                      1.00E+17                  2.25
3304                    89.98000336         PMI                       1.00E+17                  2.25
3305                             80        No MI                                                2.25
3306                             80        No MI                                                2.25
3307                             80        No MI                      1.00E+17                  2.25
3308                             70        No MI                      1.00E+17                  2.25
3309                             80        No MI                      1.00E+17                  2.25
3310                             80        No MI                      1.00E+17                  2.25
3311                             70        No MI                      1.00E+17                  2.25
3312                             80        No MI                      1.00E+17                  2.25
3313                             75        No MI                      1.00E+17                  2.25
3314                             75        No MI                      1.00E+17                  2.25
3315                             80        No MI                      1.00E+17                  2.25
3316                             80        No MI                      1.00E+17                  2.25
3317                             80        No MI                      1.00E+17                  2.25
3318                             80        No MI                                                2.25
3319                             80        No MI                      1.00E+17                  2.25
3320                             80        No MI                      1.00E+17                  2.25
3321                             80        No MI                      1.00E+17                  2.25
3322                             80        No MI                                                2.25
3323                             80        No MI                      1.00E+17                  2.25
3324                             80        No MI                      1.00E+17                  2.25
3325                             80        No MI                      1.00E+17                  2.25
3326                             80        No MI                      1.00E+17                  2.25
3327                             80        No MI                      1.00E+17                  2.25
3328                             80        No MI                      1.00E+17                  2.25
3329                             80        No MI                      1.00E+17                  2.25
3330                             80         PMI                       1.00E+17                  2.25
3331                    71.43000031        No MI                      1.00E+17                  2.25
3332                             80        No MI                      1.00E+17                  2.25
3333                             80        No MI                      1.00E+17                  2.25
3334                             80        No MI                      1.00E+17                  2.25
3335                             80        No MI                      1.00E+17                  2.25
3336                             80        No MI                      1.00E+17                  2.25
3337                             80        No MI                      1.00E+17                  2.25
3338                    79.98999786        No MI                                                2.25
3339                             80        No MI                      1.00E+17                  2.25
3340                             80        No MI                      1.00E+17                  2.25
3341                             70        No MI                      1.00E+17                  2.25
3342                    73.16999817        No MI                      1.00E+17                  2.25
3343                             80        No MI                      1.00E+17                  2.25
3344                             80        No MI                      1.00E+17                  2.25
3345                             80        No MI                      1.00E+17                  2.25
3346                             80        No MI                      1.00E+17                  2.25
3347                             80        No MI                      1.00E+17                  2.25
3348                             80        No MI                      1.00E+17                  2.25
3349                             80        No MI                      1.00E+17                  2.25
3350                             80        No MI                      1.00E+17                  2.25
3351                             90        No MI                      1.00E+17                  2.25
3352                             70        No MI                      1.00E+17                  2.25
3353                             80        No MI                      1.00E+17                  2.25
3354                             80        No MI                      1.00E+17                  2.25
3355                             80        No MI                      1.00E+17                  2.25
3356                             80        No MI                      1.00E+17                     3
3357                             80        No MI                      1.00E+17                     3
3358                    66.08999634        No MI                      1.00E+17                 2.875
3359                             75        No MI                      1.00E+17                  2.25
3360                    73.73999786        No MI                      1.00E+17                  2.25
3361                             70        No MI                      1.00E+17                  2.25
3362                             80        No MI                      1.00E+17                  2.25
3363                             75        No MI                      1.00E+17                  2.25
3364                    74.98999786        No MI                      1.00E+17                  2.25
3365                    64.86000061        No MI                      1.00E+17                  2.25
3366                             80        No MI                      1.00E+17                  2.25
3367                             80        No MI                      1.00E+17                  2.25
3368                             70        No MI                      1.00E+17                  2.25
3369                             70        No MI                      1.00E+17                  2.25
3370                    79.98999786        No MI                      1.00E+17                  2.25
3371                             80        No MI                      1.00E+17                  2.25
3372                             80        No MI                      1.00E+17                  2.25
3373                             80        No MI                      1.00E+17                  2.25
3374                             80        No MI                      1.00E+17                  2.25
3375                             80        No MI                      1.00E+17                  2.25
3376                             80        No MI                      1.00E+17                  2.25
3377                             80        No MI                      1.00E+17                  2.25
3378                             80        No MI                      1.00E+17                  2.25
3379                             80        No MI                      1.00E+17                  2.25
3380                             80        No MI                      1.00E+17                  2.25
3381                             75        No MI                      1.00E+17                  2.25
3382                             80        No MI                      1.00E+17                  2.25
3383                             80        No MI                      1.00E+17                  2.25
3384                             80        No MI                      1.00E+17                  2.25
3385                             80        No MI                      1.00E+17                  2.25
3386                             80        No MI                      1.00E+17                  2.25
3387                             75        No MI                      1.00E+17                  2.25
3388                             80        No MI                      1.00E+17                  2.25
3389                             75        No MI                                                2.25
3390                             80        No MI                      1.00E+17                  2.25
3391                             80        No MI                      1.00E+17                  2.25
3392                             80        No MI                      1.00E+17                  2.25
3393                             80        No MI                                                2.25
3394                             75        No MI                                                2.25
3395                             80        No MI                      1.00E+17                  2.25
3396                             80        No MI                      1.00E+17                  2.25
3397                             80        No MI                      1.00E+17                  2.25
3398                             80        No MI                      1.00E+17                  2.25
3399                             75        No MI                      1.00E+17                  2.25
3400                             80        No MI                      1.00E+17                  2.25
3401                             75        No MI                      1.00E+17                  2.25
3402                             80        No MI                      1.00E+17                  2.25
3403                             75        No MI                      1.00E+17                  2.25
3404                             80        No MI                      1.00E+17                  2.25
3405                    79.13999939        No MI                      1.00E+17                  2.25
3406                             70        No MI                      1.00E+17                  2.25
3407                             80        No MI                      1.00E+17                     2
3408                             75        No MI                      1.00E+17                  2.25
3409                             80        No MI                      1.00E+17                  2.25
3410                             80        No MI                      1.00E+17                  2.75
3411                             80        No MI                      1.00E+17                  2.25
3412                             80        No MI                      1.00E+17                  2.25
3413                             75        No MI                      1.00E+17                  2.25
3414                    66.66999817        No MI                      1.00E+17                  2.25
3415                             95   Radian Guaranty                 1.00E+17                  2.25
3416                             65        No MI                      1.00E+17                  2.25
3417                             80        No MI                      1.00E+17                  2.25
3418                             80        No MI                      1.00E+17                  2.25
3419                             80        No MI                      1.00E+17                  2.25
3420                             80        No MI                                                2.25
3421                             80        No MI                      1.00E+17                  2.25
3422                             70        No MI                      1.00E+17                  2.25
3423                             75        No MI                      1.00E+17                  2.25
3424                             70        No MI                      1.00E+17                  2.25
3425                             70        No MI                      1.00E+17                  2.25
3426                             70        No MI                      1.00E+17                  2.25
3427                             80        No MI                      1.00E+17                  2.25
3428                    66.88999939        No MI                      1.00E+17                  2.25
3429                             80        No MI                      1.00E+17                  2.25
3430                             80        No MI                      1.00E+17                  2.25
3431                    69.98000336        No MI                      1.00E+17                  2.25
3432                             80        No MI                      1.00E+17                  2.25
3433                    79.56999969        No MI                      1.00E+17                  2.25
3434                             75        No MI                      1.00E+17                  2.25
3435                             75        No MI                      1.00E+17                  2.25
3436                             80        No MI                      1.00E+17                  2.75
3437                             70        No MI                      1.00E+17                  2.25
3438                             80        No MI                      1.00E+17                  2.25
3439                             80        No MI                      1.00E+17                  2.25
3440                             80        No MI                      1.00E+17                  2.25
3441                             75        No MI                      1.00E+17                  2.25
3442                             75        No MI                      1.00E+17                  2.75
3443                             80        No MI                      1.00E+17                  2.25
3444                             85     Republic MIC                  1.00E+17                  2.25
3445                             90     Republic MIC                  1.00E+17                  2.25
3446                             95     Republic MIC                  1.00E+17                  2.25
3447                             80        No MI                      1.00E+17                  2.25
3448                             80        No MI                      1.00E+17                  2.25
3449                             80        No MI                      1.00E+17                  2.25
3450                    89.97000122     Republic MIC                  1.00E+17                  2.25
3451                             80        No MI                      1.00E+17                  2.25
3452                             80        No MI                      1.00E+17                  2.25
3453                             80        No MI                      1.00E+17                  2.25
3454                    79.98999786        No MI                      1.00E+17                  2.25
3455                             80        No MI                                                2.25
3456                             75        No MI                      1.00E+17                  2.25
3457                             80        No MI                      1.00E+17                  2.25
3458                             80        No MI                      1.00E+17                  2.25
3459                             80        No MI                      1.00E+17                  2.25
3460                             80        No MI                      1.00E+17                  2.25
3461                             80        No MI                      1.00E+17                  2.25
3462                             80        No MI                      1.00E+17                  2.25
3463                             80        No MI                      1.00E+17                  2.25
3464                             70        No MI                      1.00E+17                  2.25
3465                             75        No MI                      1.00E+17                  2.25
3466                             80        No MI                                                2.25
3467                             80        No MI                      1.00E+17                  2.25
3468                             80        No MI                                                2.25
3469                             80        No MI                      1.00E+17                  2.25
3470                             80        No MI                      1.00E+17                  2.25
3471                    79.98000336        No MI                      1.00E+17                  2.25
3472                             80        No MI                      1.00E+17                  2.25
3473                             80        No MI                      1.00E+17                  2.25
3474                             75        No MI                      1.00E+17                  2.25
3475                             80        No MI                      1.00E+17                  2.25
3476                             75        No MI                      1.00E+17                  2.25
3477                             75        No MI                      1.00E+17                  2.25
3478                             80        No MI                      1.00E+17                  2.25
3479                             80        No MI                                                2.25
3480                    79.98999786        No MI                      1.00E+17                  2.25
3481                             75        No MI                      1.00E+17                  2.25
3482                             80        No MI                      1.00E+17                  2.25
3483                    74.98000336        No MI                      1.00E+17                  2.25
3484                    79.98999786        No MI                      1.00E+17                  2.25
3485                    79.98999786        No MI                      1.00E+17                  2.25
3486                             75        No MI                      1.00E+17                  2.25
3487                             80        No MI                      1.00E+17                  2.25
3488                             75        No MI                      1.00E+17                  2.25
3489                             70        No MI                      1.00E+17                  2.25
3490                             80        No MI                      1.00E+17                  2.25
3491                    74.98999786        No MI                      1.00E+17                  2.25
3492                             75        No MI                      1.00E+17                  2.25
3493                    74.06999969        No MI                      1.00E+17                  2.25
3494                             80        No MI                      1.00E+17                  2.25
3495                             80        No MI                      1.00E+17                  2.25
3496                             80        No MI                      1.00E+17                  2.25
3497                             80        No MI                      1.00E+17                  2.25
3498                             70        No MI                      1.00E+17                  2.25
3499                    74.97000122        No MI                      1.00E+17                  2.25
3500                    74.98999786        No MI                      1.00E+17                  2.25
3501                             80        No MI                      1.00E+17                  2.25
3502                             65        No MI                      1.00E+17                  2.25
3503                             80        No MI                      1.00E+17                  2.25
3504                             75        No MI                      1.00E+17                  2.25
3505                             80        No MI                      1.00E+17                  2.25
3506                             80        No MI                      1.00E+17                  2.25
3507                             70        No MI                      1.00E+17                  2.25
3508                             80        No MI                      1.00E+17                  2.25
3509                             80         PMI                       1.00E+17                  2.25
3510                    79.97000122        No MI                      1.00E+17                  2.25
3511                             80        No MI                      1.00E+17                  2.25
3512                    79.51000214        No MI                      1.00E+17                  2.25
3513                             75        No MI                      1.00E+17                  2.25
3514                             80        No MI                      1.00E+17                  2.25
3515                             80        No MI                      1.00E+17                  2.25
3516                             70        No MI                      1.00E+17                  2.25
3517                             80        No MI                      1.00E+17                  2.25
3518                    78.26999664        No MI                      1.00E+17                  2.25
3519                             80        No MI                      1.00E+17                  2.25
3520                    69.94999695        No MI                      1.00E+17                  2.75
3521                    76.23000336        No MI                                                   4
3522                             80        No MI                      1.00E+17                 3.375
3523                    78.22000122        No MI                      1.00E+17                  2.25
3524                             75        No MI                      1.00E+17                  2.25
3525                             75        No MI                      1.00E+17                  2.25
3526                    77.02999878        No MI                      1.00E+17                  2.25
3527                             80        No MI                      1.00E+17                  2.25
3528                             80        No MI                      1.00E+17                  2.25
3529                    79.20999908        No MI                      1.00E+17                  2.25
3530                             80        No MI                                                2.25
3531                             80        No MI                      1.00E+17                  2.25
3532                             80        No MI                      1.00E+17                  2.25
3533                             80        No MI                      1.00E+17                  2.25
3534                             80        No MI                      1.00E+17                  2.25
3535                    78.83000183        No MI                      1.00E+17                  2.25
3536                             80        No MI                                                2.25
3537                             80        No MI                      1.00E+17                  2.25
3538                    74.06999969        No MI                      1.00E+17                  2.25
3539                             80        No MI                      1.00E+17                  3.75
3540                             80        No MI                      1.00E+17                  2.25
3541                             80        No MI                      1.00E+17                  2.25
3542                             80        No MI                      1.00E+17                  2.25
3543                             80        No MI                      1.00E+17                  2.25
3544                             70        No MI                      1.00E+17                  2.25
3545                             70        No MI                      1.00E+17                  2.25
3546                             80        No MI                      1.00E+17                  2.25
3547                             80        No MI                      1.00E+17                  2.25
3548                             80        No MI                      1.00E+17                  2.25
3549                             80        No MI                      1.00E+17                  2.25
3550                             80        No MI                      1.00E+17                  2.25
3551                    76.91999817        No MI                      1.00E+17                  2.25
3552                             80        No MI                      1.00E+17                  2.25
3553                             80        No MI                      1.00E+17                  2.25
3554                             70        No MI                      1.00E+17                  2.25
3555                             80        No MI                      1.00E+17                  2.25
3556                             80        No MI                      1.00E+17                  2.25
3557                             80        No MI                      1.00E+17                  2.25
3558                             80        No MI                      1.00E+17                  2.25
3559                             80        No MI                      1.00E+17                  2.25
3560                             80        No MI                      1.00E+17                  2.25
3561                             80        No MI                      1.00E+17                  2.25
3562                             80        No MI                      1.00E+17                  2.25
3563                             80        No MI                      1.00E+17                  2.25
3564                             80        No MI                      1.00E+17                  2.25
3565                    73.33000183        No MI                      1.00E+17                  2.25
3566                             80        No MI                      1.00E+17                  2.25
3567                    69.98999786        No MI                      1.00E+17                  2.25
3568                             75        No MI                      1.00E+17                  2.25
3569                    71.79000092        No MI                                                2.25
3570                             80        No MI                      1.00E+17                  2.25
3571                             80        No MI                      1.00E+17                  2.25
3572                             80        No MI                      1.00E+17                  2.25
3573                             80        No MI                      1.00E+17                  2.25
3574                             80        No MI                      1.00E+17                  2.25
3575                             80        No MI                      1.00E+17                  2.25
3576                             80        No MI                      1.00E+17                  2.25
3577                             80        No MI                      1.00E+17                  2.25
3578                             75        No MI                      1.00E+17                  2.25
3579                             80        No MI                      1.00E+17                  2.25
3580                             80        No MI                      1.00E+17                  2.25
3581                             80        No MI                      1.00E+17                  2.25
3582                             80        No MI                      1.00E+17                  2.25
3583                             75        No MI                      1.00E+17                  2.25
3584                             80        No MI                      1.00E+17                  2.25
3585                             80        No MI                      1.00E+17                  2.25
3586                             80        No MI                      1.00E+17                  2.25
3587                             75        No MI                      1.00E+17                  2.25
3588                    79.98999786        No MI                      1.00E+17                  2.25
3589                             80        No MI                      1.00E+17                  2.25
3590                             70        No MI                      1.00E+17                  2.25
3591                             80        No MI                      1.00E+17                  2.25
3592                             80        No MI                      1.00E+17                  2.25
3593                             80        No MI                      1.00E+17                  2.25
3594                             80        No MI                      1.00E+17                  2.25
3595                             80        No MI                      1.00E+17                  2.25
3596                             75        No MI                      1.00E+17                  2.25
3597                             80        No MI                      1.00E+17                  2.25
3598                             80        No MI                      1.00E+17                  2.25
3599                             80        No MI                      1.00E+17                  2.25
3600                             80        No MI                      1.00E+17                  2.25
3601                             80        No MI                      1.00E+17                  2.25
3602                             80        No MI                      1.00E+17                  2.25
3603                    79.98999786        No MI                      1.00E+17                  2.25
3604                             75        No MI                      1.00E+17                  2.25
3605                    78.94999695        No MI                      1.00E+17                  2.25
3606                             80        No MI                      1.00E+17                  2.25
3607                             80        No MI                                                2.25
3608                             80        No MI                      1.00E+17                  2.25
3609                             75        No MI                      1.00E+17                  2.25
3610                             80        No MI                      1.00E+17                  2.25
3611                             80        No MI                      1.00E+17                  2.25
3612                             75        No MI                      1.00E+17                  2.25
3613                             75        No MI                      1.00E+17                  2.25
3614                             80        No MI                      1.00E+17                  2.25
3615                             75        No MI                      1.00E+17                  2.25
3616                             80        No MI                      1.00E+17                  2.25
3617                             70        No MI                      1.00E+17                  2.25
3618                             80        No MI                      1.00E+17                  2.25
3619                             80        No MI                      1.00E+17                  2.25
3620                             80        No MI                      1.00E+17                  2.25
3621                             75        No MI                      1.00E+17                  2.25
3622                    89.97000122    GE Capital MI                  1.00E+17                  2.25
3623                             80        No MI                      1.00E+17                  2.25
3624                             80        No MI                      1.00E+17                  3.25
3625                             75        No MI                      1.00E+17                  2.25
3626                             70        No MI                      1.00E+17                  2.25
3627                             80        No MI                      1.00E+17                  2.25
3628                             80        No MI                      1.00E+17                  2.25
3629                             75        No MI                      1.00E+17                  2.25
3630                             80        No MI                      1.00E+17                  2.25
3631                             80        No MI                      1.00E+17                  2.25
3632                             75        No MI                      1.00E+17                  2.25
3633                             70        No MI                      1.00E+17                  2.25
3634                             80        No MI                      1.00E+17                  2.25
3635                             80        No MI                      1.00E+17                  2.25
3636                             75        No MI                      1.00E+17                  2.25
3637                             80        No MI                      1.00E+17                  2.25
3638                             80        No MI                      1.00E+17                  2.25
3639                             75        No MI                      1.00E+17                  2.25
3640                             80        No MI                      1.00E+17                  2.25
3641                             80        No MI                      1.00E+17                  2.25
3642                             80        No MI                      1.00E+17                  2.25
3643                    74.98999786        No MI                      1.00E+17                  2.25
3644                             80        No MI                      1.00E+17                  2.25
3645                             80        No MI                      1.00E+17                  2.25
3646                             80        No MI                      1.00E+17                  2.25
3647                             80        No MI                      1.00E+17                  2.25
3648                             80        No MI                                                2.25
3649                             75        No MI                      1.00E+17                  2.25
3650                             75        No MI                      1.00E+17                  2.25
3651                             75        No MI                      1.00E+17                  2.25
3652                             80        No MI                      1.00E+17                  2.25
3653                             80        No MI                      1.00E+17                  2.25
3654                             70        No MI                      1.00E+17                  2.25
3655                             80        No MI                      1.00E+17                  2.25
3656                             80        No MI                      1.00E+17                  2.25
3657                             80        No MI                      1.00E+17                  2.25
3658                             80        No MI                      1.00E+17                  2.25
3659                             80        No MI                      1.00E+17                  2.25
3660                             80        No MI                      1.00E+17                  2.25
3661                             80        No MI                      1.00E+17                  2.25
3662                             75        No MI                      1.00E+17                  2.25
3663                    38.45999908        No MI                      1.00E+17                  2.25
3664                             80        No MI                      1.00E+17                  2.25
3665                             80        No MI                      1.00E+17                  2.25
3666                             80        No MI                      1.00E+17                  2.25
3667                             75        No MI                      1.00E+17                  2.75
3668                             80        No MI                      1.00E+17                  2.25
3669                             80        No MI                      1.00E+17                  2.25
3670                    79.94999695        No MI                      1.00E+17                  2.25
3671                             80        No MI                      1.00E+17                  2.25
3672                             80        No MI                      1.00E+17                  2.25
3673                             80        No MI                      1.00E+17                  2.25
3674                             80        No MI                      1.00E+17                  2.25
3675                             80        No MI                      1.00E+17                  2.25
3676                    79.98999786        No MI                      1.00E+17                  2.25
3677                             70        No MI                                                2.25
3678                             75        No MI                      1.00E+17                  2.25
3679                             80        No MI                      1.00E+17                  2.25
3680                             80        No MI                      1.00E+17                  2.25
3681                             80        No MI                      1.00E+17                  2.25
3682                             80        No MI                      1.00E+17                  2.25
3683                             80        No MI                      1.00E+17                  2.25
3684                             80        No MI                      1.00E+17                  2.25
3685                             80        No MI                      1.00E+17                  2.25
3686                             80        No MI                      1.00E+17                  2.25
3687                             70        No MI                      1.00E+17                  2.25
3688                             75        No MI                      1.00E+17                  2.25
3689                             80        No MI                      1.00E+17                  2.25
3690                             80        No MI                      1.00E+17                  2.25
3691                             80        No MI                      1.00E+17                  2.25
3692                             80        No MI                      1.00E+17                  2.25
3693                             80        No MI                      1.00E+17                  2.25
3694                             75        No MI                      1.00E+17                  2.25
3695                             80        No MI                      1.00E+17                  2.25
3696                             95    GE Capital MI                  1.00E+17                  2.25
3697                             80        No MI                      1.00E+17                  2.25
3698                             80        No MI                      1.00E+17                  2.25
3699                    79.98000336        No MI                      1.00E+17                  2.25
3700                             80        No MI                                                2.25
3701                             75        No MI                                                2.25
3702                             75        No MI                      1.00E+17                  2.25
3703                             70        No MI                      1.00E+17                  2.25
3704                             75        No MI                      1.00E+17                  2.25
3705                             70        No MI                      1.00E+17                  2.25
3706                             80        No MI                      1.00E+17                  2.25
3707                             80        No MI                      1.00E+17                  2.25
3708                             80        No MI                      1.00E+17                  2.25
3709                    74.98999786        No MI                      1.00E+17                  2.25
3710                             80        No MI                      1.00E+17                 2.375
3711                             80        No MI                      1.00E+17                  2.25
3712                             80        No MI                      1.00E+17                  2.25
3713                    79.98999786        No MI                      1.00E+17                  2.25
3714                             70        No MI                      1.00E+17                  2.25
3715                             80        No MI                      1.00E+17                  2.25
3716                             70        No MI                      1.00E+17                  2.25
3717                             80        No MI                      1.00E+17                  2.25
3718                             80        No MI                      1.00E+17                  2.25
3719                             75        No MI                      1.00E+17                  2.25
3720                             75        No MI                      1.00E+17                  2.25
3721                             80        No MI                      1.00E+17                  2.25
3722                             80        No MI                      1.00E+17                  2.25
3723                             80        No MI                      1.00E+17                  2.25
3724                             80        No MI                      1.00E+17                  2.25
3725                             80        No MI                      1.00E+17                  2.25
3726                             80        No MI                                                2.25
3727                    79.98999786        No MI                      1.00E+17                  2.25
3728                             75        No MI                      1.00E+17                  2.25
3729                             70        No MI                      1.00E+17                  2.25
3730                             80        No MI                      1.00E+17                  2.25
3731                             80        No MI                      1.00E+17                  2.25
3732                    33.93999863        No MI                      1.00E+17                  2.25
3733                             80        No MI                      1.00E+17                  2.25
3734                             80        No MI                      1.00E+17                  2.25
3735                             80        No MI                      1.00E+17                  2.25
3736                             80        No MI                      1.00E+17                  2.25
3737                             80        No MI                      1.00E+17                  2.25
3738                             80        No MI                      1.00E+17                  2.25
3739                             80        No MI                      1.00E+17                  2.25
3740                             80        No MI                      1.00E+17                  2.25
3741                    68.79000092        No MI                      1.00E+17                  2.25
3742                             80        No MI                      1.00E+17                  2.25
3743                             80        No MI                      1.00E+17                  2.25
3744                             75        No MI                                                2.25
3745                    78.16000366        No MI                      1.00E+17                  2.25
3746                    79.97000122        No MI                      1.00E+17                  2.25
3747                             80        No MI                      1.00E+17                  2.25
3748                             80        No MI                      1.00E+17                  2.25
3749                             80        No MI                      1.00E+17                  2.25
3750                             80        No MI                      1.00E+17                  2.25
3751                             80        No MI                      1.00E+17                  2.25
3752                             80        No MI                      1.00E+17                  2.25
3753                             80        No MI                      1.00E+17                  2.25
3754                             80        No MI                      1.00E+17                  2.25
3755                             80        No MI                      1.00E+17                  2.25
3756                             80        No MI                      1.00E+17                  2.25
3757                             70        No MI                      1.00E+17                  2.25
3758                             80        No MI                      1.00E+17                  2.25
3759                    77.06999969        No MI                                                2.25
3760                    78.94999695        No MI                                                2.25
3761                             80        No MI                                                2.25
3762                             80        No MI                      1.00E+17                  2.25
3763                             80        No MI                      1.00E+17                  2.25
3764                             75        No MI                      1.00E+17                  2.25
3765                             75        No MI                      1.00E+17                  2.25
3766                             80        No MI                      1.00E+17                  2.25
3767                             80        No MI                      1.00E+17                  2.25
3768                             80        No MI                      1.00E+17                  2.25
3769                             80        No MI                      1.00E+17                  2.25
3770                             75        No MI                      1.00E+17                  2.25
3771                             75        No MI                      1.00E+17                  2.25
3772                             75        No MI                                                2.25
3773                             75        No MI                      1.00E+17                  2.25
3774                             80        No MI                      1.00E+17                  2.25
3775                             80        No MI                      1.00E+17                  2.25
3776                             80        No MI                      1.00E+17                  2.25
3777                    79.98999786        No MI                      1.00E+17                  2.25
3778                             80        No MI                      1.00E+17                  2.25
3779                             80        No MI                      1.00E+17                  2.25
3780                             80        No MI                      1.00E+17                  2.25
3781                             70        No MI                      1.00E+17                  2.25
3782                    79.98999786        No MI                      1.00E+17                  2.25
3783                             80        No MI                      1.00E+17                  2.25
3784                             80        No MI                      1.00E+17                  2.25
3785                             80        No MI                      1.00E+17                  2.25
3786                             80        No MI                      1.00E+17                  2.25
3787                             80        No MI                      1.00E+17                  2.25
3788                             75        No MI                      1.00E+17                  2.25
3789                             80        No MI                      1.00E+17                  2.25
3790                             75        No MI                      1.00E+17                  2.25
3791                             80        No MI                      1.00E+17                  2.25
3792                             80        No MI                      1.00E+17                  2.25
3793                             80        No MI                      1.00E+17                  2.25
3794                             75        No MI                      1.00E+17                  2.25
3795                             80        No MI                      1.00E+17                  2.25
3796                             75        No MI                      1.00E+17                  2.25
3797                             80        No MI                      1.00E+17                  2.25
3798                             80        No MI                      1.00E+17                  2.25
3799                    78.68000031        No MI                      1.00E+17                  2.25
3800                             80        No MI                      1.00E+17                  2.25
3801                             80        No MI                      1.00E+17                  2.25
3802                             70        No MI                      1.00E+17                  2.25
3803                             80        No MI                      1.00E+17                  2.25
3804                             75        No MI                      1.00E+17                  2.25
3805                             80        No MI                                                2.25
3806                             80        No MI                      1.00E+17                  2.25
3807                             80        No MI                      1.00E+17                  2.25
3808                             80        No MI                      1.00E+17                  2.25
3809                             80        No MI                      1.00E+17                  2.25
3810                             75        No MI                      1.00E+17                  2.25
3811                             75        No MI                      1.00E+17                  2.25
3812                             80        No MI                      1.00E+17                  2.25
3813                             80        No MI                      1.00E+17                  2.25
3814                             80        No MI                      1.00E+17                  2.25
3815                             75        No MI                      1.00E+17                  2.25
3816                    74.98999786        No MI                      1.00E+17                  2.25
3817                    79.55000305        No MI                      1.00E+17                  2.25
3818                             80        No MI                      1.00E+17                  2.25
3819                             75        No MI                      1.00E+17                  2.25
3820                             80        No MI                      1.00E+17                  2.25
3821                             75        No MI                      1.00E+17                  2.25
3822                             80        No MI                      1.00E+17                  2.25
3823                             80        No MI                      1.00E+17                  2.25
3824                             80        No MI                      1.00E+17                  2.25
3825                             80        No MI                      1.00E+17                  2.25
3826                             75        No MI                                                2.25
3827                    69.66000366        No MI                      1.00E+17                  2.25
3828                             80        No MI                      1.00E+17                  2.25
3829                             75        No MI                      1.00E+17                  2.25
3830                             75        No MI                      1.00E+17                  2.25
3831                             80        No MI                      1.00E+17                  2.25
3832                             75        No MI                      1.00E+17                  2.25
3833                             75        No MI                      1.00E+17                  2.25
3834                             70        No MI                      1.00E+17                  2.25
3835                             80        No MI                      1.00E+17                  2.25
3836                             80        No MI                      1.00E+17                  2.25
3837                             80        No MI                      1.00E+17                  2.25
3838                             80        No MI                      1.00E+17                  2.25
3839                             80        No MI                      1.00E+17                  2.25
3840                    77.90000153        No MI                      1.00E+17                  2.25
3841                    74.94999695        No MI                      1.00E+17                  2.25
3842                             80        No MI                      1.00E+17                  2.25
3843                             80        No MI                      1.00E+17                  2.25
3844                    76.44999695        No MI                      1.00E+17                  2.25
3845                             80        No MI                      1.00E+17                  2.25
3846                             80        No MI                      1.00E+17                  2.25
3847                             80        No MI                      1.00E+17                  2.25
3848                             80        No MI                      1.00E+17                  2.25
3849                             80        No MI                      1.00E+17                  2.25
3850                             80        No MI                      1.00E+17                  2.25
3851                             80        No MI                      1.00E+17                  2.25
3852                             80        No MI                      1.00E+17                  2.25
3853                             75        No MI                      1.00E+17                  2.25
3854                             75        No MI                      1.00E+17                  2.25
3855                             80        No MI                      1.00E+17                  2.25
3856                             80        No MI                      1.00E+17                  2.25
3857                             80        No MI                      1.00E+17                  2.25
3858                             80        No MI                      1.00E+17                  2.25
3859                             75        No MI                      1.00E+17                  2.25
3860                             80        No MI                      1.00E+17                  2.25
3861                             75        No MI                      1.00E+17                  2.25
3862                    79.95999908        No MI                      1.00E+17                  2.25
3863                             80        No MI                      1.00E+17                  2.75
3864                    79.86000061        No MI                      1.00E+17                  2.25
3865                             80        No MI                      1.00E+17                  2.25
3866                             80        No MI                      1.00E+17                  2.25
3867                             80        No MI                      1.00E+17                  2.25
3868                    75.47000122        No MI                      1.00E+17                  2.25
3869                             80        No MI                      1.00E+17                  2.25
3870                             80        No MI                      1.00E+17                  2.25
3871                             80        No MI                      1.00E+17                  2.25
3872                             80        No MI                      1.00E+17                  2.25
3873                             75        No MI                      1.00E+17                  2.25
3874                    69.69000244        No MI                      1.00E+17                  2.25
3875                             70        No MI                      1.00E+17                  2.25
3876                             80        No MI                      1.00E+17                  2.25
3877                             80        No MI                      1.00E+17                  2.25
3878                             80        No MI                      1.00E+17                  2.25
3879                             70        No MI                      1.00E+17                  2.25
3880                             75        No MI                      1.00E+17                  2.25
3881                             80        No MI                      1.00E+17                  2.25
3882                             80        No MI                      1.00E+17                  2.25
3883                             80        No MI                      1.00E+17                  2.25
3884                             80        No MI                      1.00E+17                  2.25
3885                             75        No MI                      1.00E+17                  2.25
3886                             75        No MI                      1.00E+17                  2.25
3887                             75        No MI                      1.00E+17                  2.25
3888                             75        No MI                      1.00E+17                  2.25
3889                    77.73999786        No MI                      1.00E+17                  2.25
3890                             80        No MI                      1.00E+17                  2.25
3891                    94.98999786 Mortgage Guaranty In              1.00E+17                  2.25
3892                             80        No MI                      1.00E+17                  2.25
3893                             80        No MI                      1.00E+17                  2.25
3894                             80        No MI                      1.00E+17                  2.25
3895                             80        No MI                      1.00E+17                  2.25
3896                    79.98999786        No MI                      1.00E+17                  2.25
3897                             80        No MI                      1.00E+17                  2.25
3898                             80        No MI                      1.00E+17                  2.25
3899                             80        No MI                      1.00E+17                  2.25
3900                             80        No MI                      1.00E+17                  2.25
3901                             80        No MI                      1.00E+17                  2.25
3902                             80        No MI                      1.00E+17                  2.25
3903                             80        No MI                      1.00E+17                  2.25
3904                    78.37000275        No MI                      1.00E+17                  2.25
3905                             80        No MI                      1.00E+17                  2.25
3906                             80        No MI                      1.00E+17                  2.25
3907                             80        No MI                      1.00E+17                  2.25
3908                             80        No MI                      1.00E+17                  2.25
3909                             80        No MI                      1.00E+17                  2.25
3910                             70        No MI                      1.00E+17                  2.25
3911                             80        No MI                      1.00E+17                  2.25
3912                             80        No MI                      1.00E+17                  2.25
3913                             80        No MI                      1.00E+17                  2.25
3914                             80        No MI                      1.00E+17                  2.25
3915                             80        No MI                      1.00E+17                  2.25
3916                             70        No MI                      1.00E+17                  2.25
3917                             80        No MI                      1.00E+17                  2.25
3918                             80        No MI                      1.00E+17                  2.25
3919                             80        No MI                                                2.25
3920                             80        No MI                      1.00E+17                  2.25
3921                             80        No MI                      1.00E+17                  2.25
3922                             80        No MI                      1.00E+17                  2.25
3923                             75        No MI                      1.00E+17                  2.25
3924                             70        No MI                      1.00E+17                  2.25
3925                    74.95999908        No MI                      1.00E+17                  2.25
3926                             80        No MI                      1.00E+17                  2.25
3927                             80        No MI                      1.00E+17                  2.25
3928                             80        No MI                      1.00E+17                  2.25
3929                    74.73000336        No MI                      1.00E+17                  2.25
3930                             80        No MI                      1.00E+17                  2.25
3931                             75        No MI                      1.00E+17                  2.25
3932                             80        No MI                      1.00E+17                  2.25
3933                             80        No MI                      1.00E+17                  2.25
3934                             80        No MI                      1.00E+17                  2.25
3935                             80        No MI                      1.00E+17                  2.25
3936                             80        No MI                      1.00E+17                  2.25
3937                             80        No MI                      1.00E+17                  2.25
3938                             80        No MI                      1.00E+17                  2.25
3939                             80        No MI                      1.00E+17                  2.25
3940                    71.29000092        No MI                      1.00E+17                  2.25
3941                             80        No MI                      1.00E+17                  2.25
3942                             80        No MI                      1.00E+17                  2.25
3943                             80        No MI                      1.00E+17                  2.25
3944                             80        No MI                      1.00E+17                  2.25
3945                             80        No MI                      1.00E+17                  2.25
3946                             80        No MI                      1.00E+17                  2.25
3947                             80        No MI                      1.00E+17                  2.25
3948                             80        No MI                      1.00E+17                  2.25
3949                             70        No MI                      1.00E+17                  2.25
3950                             70        No MI                      1.00E+17                  2.25
3951                    79.97000122        No MI                      1.00E+17                  2.25
3952                             80        No MI                      1.00E+17                  2.25
3953                             75        No MI                      1.00E+17                  2.25
3954                             75        No MI                      1.00E+17                  2.25
3955                             80        No MI                      1.00E+17                  2.25
3956                             80        No MI                      1.00E+17                  2.25
3957                             80        No MI                      1.00E+17                  2.25
3958                             70        No MI                      1.00E+17                  2.25
3959                             75        No MI                      1.00E+17                  2.25
3960                             80        No MI                      1.00E+17                  2.25
3961                             80        No MI                      1.00E+17                  2.25
3962                             80        No MI                      1.00E+17                  2.25
3963                             80        No MI                      1.00E+17                  2.25
3964                             80        No MI                      1.00E+17                  2.25
3965                             75        No MI                      1.00E+17                  2.25
3966                             80        No MI                      1.00E+17                  2.25
3967                             80        No MI                      1.00E+17                  2.25
3968                             80        No MI                      1.00E+17                  2.25
3969                    79.98999786        No MI                      1.00E+17                  2.25
3970                             80        No MI                      1.00E+17                  2.25
3971                             80        No MI                      1.00E+17                  2.25
3972                             70        No MI                      1.00E+17                  2.25
3973                             80        No MI                      1.00E+17                  2.25
3974                    74.98000336        No MI                      1.00E+17                  2.25
3975                             65        No MI                      1.00E+17                  2.25
3976                             65        No MI                      1.00E+17                  2.25
3977                             65        No MI                      1.00E+17                  2.25
3978                    76.73000336        No MI                      1.00E+17                  2.25
3979                             80        No MI                      1.00E+17                  2.25
3980                             80        No MI                      1.00E+17                  2.25
3981                             80        No MI                      1.00E+17                  2.25
3982                             80        No MI                      1.00E+17                  2.25
3983                             65        No MI                      1.00E+17                  2.25
3984                             75        No MI                      1.00E+17                  2.25
3985                             75        No MI                      1.00E+17                  2.25
3986                             80        No MI                      1.00E+17                  2.25
3987                             80        No MI                      1.00E+17                  2.25
3988                             80        No MI                      1.00E+17                  2.25
3989                             80        No MI                                                2.25
3990                             80        No MI                      1.00E+17                  2.25
3991                             80        No MI                      1.00E+17                  2.25
3992                    79.98000336        No MI                      1.00E+17                  2.25
3993                             80        No MI                      1.00E+17                  2.25
3994                             75        No MI                      1.00E+17                  2.25
3995                             80        No MI                      1.00E+17                  2.25
3996                             80        No MI                      1.00E+17                  2.25
3997                             80        No MI                      1.00E+17                  2.25
3998                             80        No MI                      1.00E+17                  2.25
3999                             80        No MI                      1.00E+17                  2.25
4000                    89.41999817   United Guaranty                 1.00E+17                  2.25
4001                    79.80999756        No MI                      1.00E+17                  2.25
4002                    63.79999924        No MI                      1.00E+17                  2.25
4003                             80        No MI                      1.00E+17                  2.25
4004                             80        No MI                      1.00E+17                  2.25
4005                             80        No MI                      1.00E+17                  2.25
4006                             80        No MI                      1.00E+17                  2.25
4007                             80        No MI                      1.00E+17                  2.25
4008                    79.98999786        No MI                      1.00E+17                  2.25
4009                             80        No MI                      1.00E+17                  2.25
4010                             75        No MI                      1.00E+17                  2.25
4011                             80        No MI                      1.00E+17                  2.25
4012                             80        No MI                      1.00E+17                  2.25
4013                             80        No MI                                                2.25
4014                             80        No MI                      1.00E+17                  2.25
4015                             70        No MI                      1.00E+17                  2.25
4016                             80        No MI                      1.00E+17                  2.25
4017                             80        No MI                      1.00E+17                  2.25
4018                             80        No MI                      1.00E+17                  2.25
4019                    79.98999786        No MI                      1.00E+17                  2.25
4020                             75        No MI                      1.00E+17                  2.25
4021                    79.98999786        No MI                      1.00E+17                  3.25
4022                    74.05999756        No MI                      1.00E+17                  2.25
4023                             70        No MI                      1.00E+17                  2.25
4024                             80        No MI                      1.00E+17                  2.25
4025                    79.54000092        No MI                      1.00E+17                  2.25
4026                             90   United Guaranty                 1.00E+17                  2.25
4027                             80        No MI                      1.00E+17                  2.25
4028                             75        No MI                      1.00E+17                  2.25
4029                             80        No MI                      1.00E+17                  2.25
4030                             80        No MI                      1.00E+17                  2.25
4031                             80        No MI                      1.00E+17                  2.25
4032                             75        No MI                      1.00E+17                  2.25
4033                             80        No MI                      1.00E+17                  2.25
4034                    78.54000092        No MI                      1.00E+17                  2.25
4035                             70        No MI                      1.00E+17                  2.25
4036                    73.86000061        No MI                      1.00E+17                  2.25
4037                    77.44000244        No MI                      1.00E+17                  2.25
4038                             80        No MI                      1.00E+17                  2.75
4039                             75        No MI                      1.00E+17                  2.25
4040                             80        No MI                      1.00E+17                  2.25
4041                    50.43000031        No MI                      1.00E+17                  2.25
4042                             75        No MI                      1.00E+17                  2.25
4043                             70        No MI                      1.00E+17                  2.25
4044                             70        No MI                      1.00E+17                  2.25
4045                             80        No MI                      1.00E+17                  2.25
4046                             70        No MI                      1.00E+17                  2.25
4047                    53.34999847        No MI                      1.00E+17                  2.25
4048                             80        No MI                      1.00E+17                  2.25
4049                    77.05999756        No MI                      1.00E+17                  2.25
4050                    69.79000092        No MI                      1.00E+17                  2.25
4051                             75        No MI                      1.00E+17                  2.25
4052                    56.83000183        No MI                      1.00E+17                  2.25
4053                             80        No MI                      1.00E+17                  2.25
4054                             75        No MI                      1.00E+17                  2.25
4055                    73.94000244        No MI                      1.00E+17                  2.25
4056                             80        No MI                      1.00E+17                  2.25
4057                             80        No MI                      1.00E+17                  2.25
4058                             80        No MI                      1.00E+17                  2.25
4059                             80        No MI                      1.00E+17                  2.25
4060                    74.73999786        No MI                      1.00E+17                  2.25
4061                    74.69000244        No MI                      1.00E+17                  2.25
4062                    74.91999817        No MI                      1.00E+17                  2.25
4063                    51.18000031        No MI                      1.00E+17                  2.25
4064                             80        No MI                      1.00E+17                  2.25
4065                             75        No MI                      1.00E+17                  2.25
4066                             80        No MI                      1.00E+17                  2.25
4067                             80        No MI                      1.00E+17                  2.25
4068                    64.22000122        No MI                      1.00E+17                  2.25
4069                    78.43000031        No MI                      1.00E+17                  2.25
4070                             80        No MI                      1.00E+17                  2.25
4071                             75        No MI                      1.00E+17                  2.25
4072                    79.94000244        No MI                      1.00E+17                  2.25
4073                    40.79999924        No MI                      1.00E+17                  2.25
4074                             80        No MI                      1.00E+17                  2.25
4075                             80        No MI                      1.00E+17                  2.25
4076                    79.98999786        No MI                      1.00E+17                  2.25
4077                             80        No MI                      1.00E+17                  2.25
4078                             80        No MI                      1.00E+17                  2.25
4079                             80        No MI                      1.00E+17                  2.25
4080                    51.72000122        No MI                      1.00E+17                  2.25
4081                    77.37999725        No MI                      1.00E+17                  2.25
4082                    63.63999939        No MI                      1.00E+17                  2.25
4083                             80        No MI                      1.00E+17                  2.25
4084                             50        No MI                      1.00E+17                  2.25
4085                    79.98000336        No MI                      1.00E+17                  2.25
4086                             80        No MI                                                2.25
4087                    72.86000061        No MI                      1.00E+17                  2.25
4088                             80        No MI                      1.00E+17                 2.375
4089                    67.30999756        No MI                                               2.125
4090                    74.41999817        No MI                                                2.25
4091                    79.69999695        No MI                                               2.125
4092                             80        No MI                                                2.25
4093                             80        No MI                                                2.25
4094                             80        No MI                                                2.25
4095                             80        No MI                                                2.25
4096                             80        No MI                                                2.25
4097                             80        No MI                                                2.25
4098                             80        No MI                                                2.25
4099                    76.70999908        No MI                                                2.25
4100                             80        No MI                                                2.25
4101                             75        No MI                                                2.25
4102                             80        No MI                                                2.25
4103                             80        No MI                                                2.25
4104                             80        No MI                                                2.25
4105                             80        No MI                                                2.25
4106                             80        No MI                      1.00E+17                  2.25
4107                             80        No MI                      1.00E+17                  2.25
4108                             75        No MI                      1.00E+17                  4.25
4109                          73.25        No MI                      1.10E+17                  2.25
4110                             75        No MI                      1.00E+17                  2.25
4111                    66.47000122        No MI                      1.00E+17                  2.25
4112                             80        No MI                      1.00E+17                  2.25
4113                    79.98999786        No MI                      1.00E+17                  2.25
4114                             70        No MI                      1.00E+17                  2.25
4115                             80        No MI                      1.00E+17                  2.25
4116                             80        No MI                      1.00E+17                  2.25
4117                             80        No MI                      1.00E+17                  2.25
4118                             80        No MI                      1.00E+17                  2.25
4119                             80        No MI                      1.00E+17                  2.25
4120                             80        No MI                      1.00E+17                  2.25
4121                             80        No MI                      1.00E+17                  2.25
4122                             80        No MI                      1.00E+17                  2.25
4123                             80        No MI                      1.00E+17                  2.25
4124                             80        No MI                      1.00E+17                  2.25
4125                             80        No MI                      1.00E+17                  2.25
4126                             80        No MI                      1.00E+17                  2.25
4127                             80        No MI                      1.00E+17                  2.25
4128                             80        No MI                      1.00E+17                  2.25
4129                             70        No MI                      1.00E+17                  2.25
4130                             80        No MI                                                2.25
4131                             80        No MI                      1.00E+17                  2.25
4132                             80        No MI                      1.00E+17                  2.25
4133                             75        No MI                      1.00E+17                  2.25
4134                             80        No MI                      1.00E+17                  2.25
4135                             80        No MI                      1.00E+17                  2.25
4136                             80        No MI                      1.00E+17                  2.25
4137                             80        No MI                      1.00E+17                  2.25
4138                             80        No MI                      1.00E+17                  2.25
4139                             80        No MI                      1.00E+17                  2.25
4140                             80        No MI                      1.00E+17                  2.25
4141                    79.98000336        No MI                      1.00E+17                  2.25
4142                             80        No MI                      1.00E+17                  2.25
4143                    45.97999954        No MI                      1.00E+17                  2.25
4144                             80        No MI                      1.00E+17                  2.25
4145                             70        No MI                      1.00E+17                  2.25
4146                             80        No MI                      1.00E+17                  2.25
4147                             80        No MI                      1.00E+17                  2.25
4148                             80        No MI                      1.00E+17                  2.25
4149                             80        No MI                      1.00E+17                  2.25
4150                             80        No MI                      1.00E+17                  2.25
4151                    50.20000076        No MI                      1.00E+17                  2.25
4152                    69.94999695        No MI                      1.00E+17                  2.25
4153                             80        No MI                      1.00E+17                  2.25
4154                             80        No MI                      1.00E+17                  2.25
4155                             80        No MI                      1.00E+17                  2.25
4156                             80        No MI                      1.00E+17                  2.25
4157                             80        No MI                      1.00E+17                  2.25
4158                    79.79000092        No MI                                                2.25
4159                    78.31999969        No MI                      1.00E+17                  2.25
4160                    74.98000336        No MI                      1.00E+17                  2.25
4161                             80        No MI                                                2.25
4162                             80        No MI                      1.00E+17                  2.25
4163                             80        No MI                      1.00E+17                  2.25
4164                             80        No MI                      1.00E+17                  2.25
4165                    72.66000366        No MI                      1.00E+17                  2.25
4166                             80        No MI                      1.00E+17                  2.25
4167                             80        No MI                      1.00E+17                  2.25
4168                             80        No MI                      1.00E+17                  2.25
4169                             75        No MI                      1.00E+17                  2.25
4170                             70        No MI                      1.00E+17                  2.25
4171                             80        No MI                      1.00E+17                  2.25
4172                             95     Republic MIC                  1.00E+17                  2.25
4173                             80        No MI                      1.00E+17                  2.25
4174                             70        No MI                      1.00E+17                  2.25
4175                             80        No MI                      1.00E+17                  2.25
4176                             75        No MI                      1.00E+17                  2.25
4177                    58.66999817        No MI                      1.00E+17                  2.25
4178                             80        No MI                      1.00E+17                  2.25
4179                    79.98000336        No MI                      1.00E+17                  2.25
4180                             75        No MI                      1.00E+17                  2.25
4181                             80        No MI                      1.00E+17                  2.25
4182                             80        No MI                                                2.25
4183                             80        No MI                      1.00E+17                  2.25
4184                             80        No MI                      1.00E+17                  2.25
4185                             70        No MI                                                2.25
4186                             75        No MI                      1.00E+17                  2.25
4187                             80        No MI                      1.00E+17                  2.25
4188                             80        No MI                      1.00E+17                  2.25
4189                             80        No MI                                                2.25
4190                             80        No MI                                                2.25
4191                             75        No MI                      1.00E+17                  2.25
4192                             80        No MI                      1.00E+17                  2.25
4193                             75        No MI                                                2.25
4194                             75        No MI                      1.00E+17                  2.25
4195                             80        No MI                      1.00E+17                  2.25
4196                             80        No MI                      1.00E+17                  2.25
4197                             70        No MI                      1.00E+17                  2.25
4198                    30.38999939        No MI                      1.00E+17                  2.25
4199                             80        No MI                      1.00E+17                  2.25
4200                    79.98999786        No MI                                                2.25
4201                             80        No MI                      1.00E+17                  2.25
4202                    74.98999786        No MI                      1.00E+17                  2.25
4203                             75        No MI                      1.00E+17                  2.25
4204                             80        No MI                      1.00E+17                  2.25
4205                             80        No MI                      1.00E+17                  2.25
4206                    79.98999786        No MI                      1.00E+17                  2.25
4207                             80        No MI                      1.00E+17                  2.25
4208                             80        No MI                                                2.25
4209                    79.98999786        No MI                      1.00E+17                  2.25
4210                    74.98999786        No MI                      1.00E+17                  2.75
4211                             80        No MI                      1.00E+17                  2.75
4212                             80        No MI                      1.00E+17                  2.25
4213                             80        No MI                      1.00E+17                  2.25
4214                             80        No MI                      1.00E+17                  2.25
4215                             80        No MI                      1.00E+17                  2.25
4216                             80        No MI                      1.00E+17                  2.25
4217                             80        No MI                      1.00E+17                  2.25
4218                             65        No MI                                                2.25
4219                             75        No MI                      1.00E+17                  2.25
4220                             75        No MI                      1.00E+17                  2.25
4221                    76.76999664        No MI                      1.00E+17                  2.25
4222                             80        No MI                      1.00E+17                  2.25
4223                             80        No MI                      1.00E+17                  2.25
4224                             80        No MI                      1.00E+17                  2.25
4225                             75        No MI                      1.00E+17                  2.25
4226                             80        No MI                      1.00E+17                  2.25
4227                             75        No MI                      1.00E+17                  2.25
4228                             80        No MI                      1.00E+17                  2.25
4229                             80        No MI                      1.00E+17                  2.25
4230                             75        No MI                      1.00E+17                  2.25
4231                             80        No MI                      1.00E+17                  2.25
4232                             80        No MI                      1.00E+17                  2.25
4233                    74.98000336        No MI                      1.00E+17                  2.25
4234                             80        No MI                      1.00E+17                  2.25
4235                    78.87000275        No MI                      1.00E+17                  2.25
4236                             80        No MI                      1.00E+17                  2.25
4237                    79.98999786        No MI                      1.00E+17                  2.25
4238                             75        No MI                      1.00E+17                  2.25
4239                             80        No MI                      1.00E+17                  2.25
4240                             80        No MI                      1.00E+17                  2.25
4241                             75        No MI                      1.00E+17                  2.25
4242                             80        No MI                      1.00E+17                  2.25
4243                             75        No MI                      1.00E+17                  2.25
4244                             80        No MI                      1.00E+17                  2.25
4245                    79.98999786        No MI                      1.00E+17                  2.25
4246                             80        No MI                      1.00E+17                  2.25
4247                             80        No MI                      1.00E+17                  2.25
4248                             75        No MI                      1.00E+17                  2.25
4249                             70        No MI                                                2.25
4250                    77.84999847        No MI                      1.00E+17                  2.25
4251                             75        No MI                      1.00E+17                  2.25
4252                             80        No MI                      1.00E+17                  2.25
4253                             80        No MI                      1.00E+17                  2.25
4254                             80        No MI                      1.00E+17                  2.25
4255                             80        No MI                      1.00E+17                  2.25
4256                             80        No MI                      1.00E+17                  2.25
4257                    79.98999786        No MI                      1.00E+17                  2.25
4258                             80        No MI                      1.00E+17                  2.25
4259                             80        No MI                      1.00E+17                  2.25
4260                             80        No MI                      1.00E+17                  2.25
4261                             80        No MI                      1.00E+17                  2.25
4262                             80        No MI                      1.00E+17                  2.25
4263                             80        No MI                      1.00E+17                  2.25
4264                             80        No MI                      1.00E+17                  2.25
4265                             80        No MI                      1.00E+17                  2.25
4266                             80        No MI                      1.00E+17                  2.25
4267                             80        No MI                      1.00E+17                  2.25
4268                    62.36000061        No MI                      1.00E+17                  2.25
4269                             80        No MI                      1.00E+17                  2.25
4270                             80        No MI                      1.00E+17                  2.25
4271                    63.97999954        No MI                      1.00E+17                  2.25
4272                    78.23999786        No MI                      1.00E+17                  2.25
4273                    78.23999786        No MI                      1.00E+17                  2.25
4274                    76.65000153        No MI                      1.00E+17                  2.25
4275                             80        No MI                                                2.25
4276                             75        No MI                      1.00E+17                  2.25
4277                             80        No MI                      1.00E+17                  2.25
4278                             80        No MI                      1.00E+17                  2.25
4279                             80        No MI                      1.00E+17                  2.25
4280                             80        No MI                      1.00E+17                  2.25
4281                    45.45000076        No MI                      1.00E+17                  2.25
4282                             80        No MI                                                2.25
4283                             80        No MI                      1.00E+17                  2.25
4284                             80        No MI                      1.00E+17                  2.25
4285                             80        No MI                      1.00E+17                  2.25
4286                             80        No MI                                                2.25
4287                             80        No MI                      1.00E+17                  2.25
4288                             80        No MI                      1.00E+17                  2.25
4289                    72.77999878        No MI                                                2.25
4290                             80        No MI                      1.00E+17                  2.25
4291                             80        No MI                      1.00E+17                  2.25
4292                             80        No MI                      1.00E+17                  2.25
4293                    66.20999908        No MI                      1.00E+17                  2.25
4294                             75        No MI                      1.00E+17                  2.25
4295                             80        No MI                      1.00E+17                  2.25
4296                             80        No MI                      1.00E+17                  2.25
4297                             70        No MI                      1.00E+17                  2.25
4298                             80        No MI                                                2.25
4299                             80        No MI                      1.00E+17                  2.25
4300                             80        No MI                      1.00E+17                  2.25
4301                             80        No MI                      1.00E+17                  2.25
4302                             80        No MI                      1.00E+17                  2.25
4303                             90   Radian Guaranty                 1.00E+17                  2.25
4304                             80        No MI                      1.00E+17                  2.25
4305                    77.29000092        No MI                      1.00E+17                  2.25
4306                             80        No MI                      1.00E+17                  2.25
4307                             80        No MI                      1.00E+17                  2.25
4308                             80        No MI                                                2.25
4309                             80        No MI                      1.00E+17                  2.25
4310                             80        No MI                      1.00E+17                  2.25
4311                             80        No MI                      1.00E+17                  2.25
4312                             80        No MI                      1.00E+17                  2.25
4313                             80        No MI                      1.00E+17                  2.25
4314                             80        No MI                      1.00E+17                  2.25
4315                             80        No MI                      1.00E+17                  2.25
4316                             80        No MI                      1.00E+17                  2.25
4317                             80        No MI                      1.00E+17                  2.25
4318                             75        No MI                      1.00E+17                  2.25
4319                    74.98999786        No MI                      1.00E+17                  2.25
4320                             80        No MI                                                2.25
4321                             80        No MI                      1.00E+17                  2.25
4322                    55.56000137        No MI                      1.00E+17                  2.25
4323                             80        No MI                      1.00E+17                  2.25
4324                             70        No MI                      1.00E+17                  2.25
4325                             80        No MI                      1.00E+17                  2.25
4326                             80        No MI                      1.00E+17                  2.25
4327                             80        No MI                      1.00E+17                  2.25
4328                             70        No MI                      1.00E+17                  2.25
4329                             80        No MI                      1.00E+17                  2.25
4330                    69.98000336        No MI                      1.00E+17                  2.25
4331                             80        No MI                      1.00E+17                 2.375
4332                             80        No MI                      1.00E+17                  2.25
4333                             80        No MI                      1.00E+17                  2.25
4334                             80        No MI                      1.00E+17                  2.25
4335                             80        No MI                      1.00E+17                  2.25
4336                             80        No MI                      1.00E+17                  2.25
4337                             80        No MI                                                2.25
4338                             80        No MI                      1.00E+17                  2.25
4339                    73.61000061        No MI                      1.00E+17                  2.25
4340                             80        No MI                      1.00E+17                  2.25
4341                             80        No MI                                                2.25
4342                    63.20000076        No MI                      1.00E+17                  2.25
4343                             80        No MI                      1.00E+17                  2.25
4344                             80        No MI                      1.00E+17                  2.25
4345                    62.79000092        No MI                      1.00E+17                  2.25
4346                             80        No MI                      1.00E+17                  2.25
4347                             80        No MI                      1.00E+17                  2.25
4348                             80        No MI                      1.00E+17                  2.25
4349                    77.26999664        No MI                      1.00E+17                  2.25
4350                             80        No MI                                                2.25
4351                             70        No MI                      1.00E+17                  2.25
4352                             80        No MI                      1.00E+17                  2.25
4353                             75        No MI                      1.00E+17                  2.25
4354                             75        No MI                      1.00E+17                  2.25
4355                             75        No MI                      1.00E+17                  2.25
4356                             80        No MI                                                2.25
4357                             80        No MI                      1.00E+17                  2.25
4358                             80        No MI                      1.00E+17                  2.25
4359                             80        No MI                      1.00E+17                  2.25
4360                             80        No MI                      1.00E+17                  2.25
4361                             80        No MI                      1.00E+17                  2.25
4362                             75        No MI                      1.00E+17                  2.25
4363                             80        No MI                                                2.25
4364                             80        No MI                      1.00E+17                  2.25
4365                             80        No MI                      1.00E+17                  2.25
4366                             80        No MI                      1.00E+17                  2.25
4367                             78        No MI                      1.00E+17                  2.25
4368                             80        No MI                      1.00E+17                  2.25
4369                             80        No MI                      1.00E+17                  2.25
4370                             80        No MI                      1.00E+17                  2.25
4371                             80        No MI                      1.00E+17                  2.25
4372                             80        No MI                      1.00E+17                  2.25
4373                    73.47000122        No MI                      1.00E+17                  2.25
4374                             80        No MI                      1.00E+17                  2.25
4375                    79.98999786        No MI                      1.00E+17                  2.25
4376                             80        No MI                      1.00E+17                  2.25
4377                             80        No MI                      1.00E+17                  2.25
4378                             80        No MI                      1.00E+17                  2.25
4379                    74.95999908        No MI                      1.00E+17                  2.25
4380                             80        No MI                      1.00E+17                  2.25
4381                             80        No MI                      1.00E+17                  2.25
4382                             80        No MI                      1.00E+17                  2.25
4383                             80        No MI                      1.00E+17                  2.25
4384                             80        No MI                      1.00E+17                  2.25
4385                             80        No MI                      1.00E+17                  2.25
4386                             80        No MI                      1.00E+17                  2.25
4387                             80        No MI                      1.00E+17                  2.25
4388                             80        No MI                      1.00E+17                  2.25
4389                             80        No MI                      1.00E+17                  2.25
4390                             80        No MI                      1.00E+17                  2.25
4391                    73.97000122        No MI                      1.00E+17                  2.25
4392                             75        No MI                      1.00E+17                  2.25
4393                             80        No MI                      1.00E+17                  2.25
4394                             80        No MI                      1.00E+17                  2.25
4395                             80        No MI                      1.00E+17                  2.25
4396                             70        No MI                      1.00E+17                  2.25
4397                             80        No MI                      1.00E+17                  2.25
4398                             80        No MI                                                2.25
4399                             80        No MI                                                2.25
4400                             80        No MI                      1.00E+17                  2.25
4401                             70        No MI                      1.00E+17                  2.25
4402                             80        No MI                      1.00E+17                  2.25
4403                             80        No MI                      1.00E+17                  2.25
4404                             80        No MI                      1.00E+17                  2.25
4405                    79.88999939        No MI                      1.00E+17                  2.25
4406                             80        No MI                                                2.25
4407                             80        No MI                      1.00E+17                  2.25
4408                             80        No MI                      1.00E+17                  2.25
4409                             80        No MI                      1.00E+17                  2.25
4410                             80        No MI                      1.00E+17                  2.25
4411                    84.94000244        No MI                      1.00E+17                  2.25
4412                    56.45000076        No MI                      1.00E+17                  2.25
4413                             80        No MI                      1.00E+17                  2.25
4414                             80        No MI                      1.00E+17                  2.25
4415                             80        No MI                      1.00E+17                  2.25
4416                             80        No MI                      1.00E+17                  2.25
4417                    79.97000122        No MI                      1.00E+17                  2.25
4418                             75        No MI                      1.00E+17                  2.25
4419                             80        No MI                      1.00E+17                  2.25
4420                             80        No MI                      1.00E+17                  2.25
4421                    76.62000275        No MI                      1.00E+17                  2.25
4422                             80        No MI                      1.00E+17                  2.25
4423                             80        No MI                      1.00E+17                  2.25
4424                    78.30999756        No MI                      1.00E+17                  2.25
4425                             80        No MI                      1.00E+17                  2.25
4426                             80        No MI                      1.00E+17                  2.25
4427                    61.58000183        No MI                      1.00E+17                  2.25
4428                             80        No MI                      1.00E+17                  2.25
4429                             80        No MI                      1.00E+17                  2.25
4430                             70        No MI                      1.00E+17                  2.25
4431                             80        No MI                      1.00E+17                  2.25
4432                             80        No MI                      1.00E+17                  2.25
4433                             75        No MI                      1.00E+17                  2.25
4434                    69.62000275        No MI                      1.00E+17                  2.25
4435                             75        No MI                      1.00E+17                  2.25
4436                             80        No MI                      1.00E+17                 2.375
4437                             80        No MI                      1.00E+17                  2.25
4438                    74.62999725        No MI                      1.00E+17                  2.25
4439                             80        No MI                      1.00E+17                  2.25



                NEXT_RATE_ADJ_DATE1             MAX_RATE              MIN_RATE       PER_RATE_CAP
___________________________________________________________________________________________________
1                          20110601                12.75                     0           1
2                          20110601                   13                 1.875           1
3                          20110301               12.875                 1.875           1
4                          20110401                12.75                 1.875           1
5                          20110401                   13                 1.875           1
6                          20101001               12.875                 1.875           1
7                          20100901               12.875                 4.625           1
8                          20100901               12.875                 4.625           1
9                          20061001                   12                 4.625           1
10                         20061001                   12                   3.5           1
11                         20090601               12.625                   3.5           1
12                         20130601                 12.5                 1.875           1
13                         20110601                12.75                 1.875           1
14                         20110601               13.375                 1.875           1
15                         20110601                12.75                 1.875           2
16                         20090501                 12.5                     2           2
17                         20090601                   13                 1.875           2
18                         20090301                12.75                 1.875           2
19                         20090501               12.625                 1.875           2
20                         20090401               12.125                 1.875           2
21                         20110601                13.25                 1.875           2
22                         20130601               11.375                     2           2
23                         20090701               12.375                     2           2
24                         20110601                 12.5                 1.875           2
25                         20110601               12.625                     2           2
26                         20110601                12.75                     2           2
27                         20110601                   13                 1.625           1
28                         20110601               12.625                 1.875           1
29                         20110601               12.625                 1.875           1
30                         20070301                11.75                 1.875           2
31                         20110501               13.375                     2           1
32                         20110701               12.625                 1.875           1
33                         20090601                 12.5                 1.875           1
34                         20110601                   13                 1.875           1
35                         20090501                13.75                 1.875           1
36                         20060901                   12                 1.875           0
37                         20130601               11.625                 1.875           1
38                         20110601                 13.5                 1.875           1
39                         20110601               13.125                 1.875           1
40                         20110601               12.625                 1.875           1
41                         20110601                 13.5                 1.875           1
42                         20090501               12.625                 1.875           2
43                         20110401                13.25                 1.875           1
44                         20110601                13.25                 1.875           1
45                         20060801                   12                 1.875           0
46                         20060801                   12                 1.625           0
47                         20060801                   12                 2.125           0
48                         20060801                   12                 0.625           0
49                         20061201                   12                 0.625           0
50                         20110601               12.625                   2.5           1
51                         20110601                   13                 1.875           1
52                         20110701               12.875                 1.875           1
53                         20110601               13.125                 1.875           1
54                         20110501                13.25                 1.875           1
55                         20110501                12.75                 1.875           1
56                         20110601               13.125                 1.875           1
57                         20110601               12.875                 1.875           1
58                         20110701                 13.5                 1.875           1
59                         20110701                13.25                 1.875           1
60                         20080401                11.75                 1.875           1
61                         20110601               12.625                 1.875           2
62                         20110601                 12.5                     2           2
63                         20110601                 12.5                     2           2
64                         20110601                13.25                     2           2
65                         20110601                12.75                     2           2
66                         20110601               12.625                     2           2
67                         20110601                   13                     2           2
68                         20110601                12.75                     2           2
69                         20110501                   13                     2           2
70                         20110501                12.75                     2           2
71                         20110601               12.625                     2           2
72                         20110601                 12.5                     2           2
73                         20110601                12.75                     2           2
74                         20060901                   12                     2           0
75                         20070101                   12                   1.5           0
76                         20070101                   12                   1.5           0
77                         20070101                   12                   1.5           0
78                         20070101                   12                   1.5           0
79                         20060901                   12                   1.5           0
80                         20060901                   12                   1.5           0
81                         20060801                   12                   1.5           0
82                         20061001                   12                 1.125           0
83                         20061001                   12                   1.5           0
84                         20061001                   12                   1.5           0
85                         20061001                   12                   1.5           0
86                         20130401                12.25                   1.5           2
87                         20130501               11.625                     2           2
88                         20130401               11.375                     2           2
89                         20130301                13.25                     2           2
90                         20130501               10.875                     2           2
91                         20080501                 12.5                     2           1
92                         20110601               12.875                     2           1
93                         20110601                 13.5                 1.875           1
94                         20110601                 13.5                 1.875           1
95                         20110501                 13.5                 1.875           1
96                         20110501               12.875                 1.875           1
97                         20110601               12.875                 1.875           1
98                         20110501                 13.5                     2           1
99                         20130601               11.625                 1.875           1
100                        20110501                13.25                 1.875           1
101                        20110601               13.375                 1.875           1
102                        20110601                 13.5                 1.875           1
103                        20110601                12.75                 1.875           1
104                        20110601               12.875                 1.875           1
105                        20130501                11.75                 1.875           2
106                        20090501               12.875                     2           2
107                        20090501               12.875                 1.875           2
108                        20090601               12.625                 1.875           2
109                        20060801                11.75                 1.875           1
110                        20130401                 11.5                 1.875           2
111                        20130201                   12                     2           2
112                        20130201                12.25                     2           2
113                        20130201                12.75                     2           2
114                        20130401               11.375                     2           2
115                        20130401                11.75                     2           2
116                        20130301               11.875                     2           2
117                        20130401                   11                     2           2
118                        20130401                   18                     2           2
119                        20130101                12.25                     2           2
120                        20130401               11.625                     2           2
121                        20121201               12.625                     2           2
122                        20130101                11.75                     2           2
123                        20130101               12.875                     2           2
124                        20130101               11.875                     2           2
125                        20130101                12.25                     2           2
126                        20130401               12.125                     2           2
127                        20130201               11.875                     2           2
128                        20130501                   12                     2           2
129                        20130201                   11                     2           1
130                        20130401               12.125                     2           2
131                        20130501                11.75                     2           2
132                        20130401                11.75                     2           2
133                        20130401               11.375                     2           2
134                        20130101               13.125                     2           2
135                        20130501                 11.5                     2           2
136                        20130501                   12                     2           2
137                        20130501                 11.5                     2           2
138                        20130401               11.625                     2           2
139                        20130501                   11                     2           2
140                        20130201                 13.5                     2           2
141                        20130201                   12                     2           2
142                        20130501               11.875                     2           2
143                        20110601                12.75                     2           1
144                        20090601                12.75                 1.875           1
145                        20110601                   13                 1.875           1
146                        20110601               13.375                 1.875           1
147                        20110601               12.875                 1.875           1
148                        20110601                13.25                 1.875           1
149                        20110601                 13.5                 1.875           1
150                        20110501                 13.5                 1.875           1
151                        20110601                13.25                 4.625           1
152                        20110601                13.25                 1.875           1
153                        20090401               14.875                 1.875           2
154                        20110601                13.25                 1.875           1
155                        20110601               14.375                 1.875           2
156                        20110601                 13.5                 2.375           1
157                        20110601                 13.5                 1.875           1
158                        20130501               13.375                 1.875           2
159                        20110601               12.875                 1.875           1
160                        20110601                12.75                 1.875           1
161                        20110501               12.875                 1.875           1
162                        20110601                   13                 1.875           1
163                        20110601                 13.5                 1.875           1
164                        20110601                 13.5                 1.875           1
165                        20110601                 13.5                 1.875           1
166                        20110601                12.75                 1.875           1
167                        20110601               13.125                 1.875           1
168                        20110601                13.25                 1.875           1
169                        20110601                12.75                 1.875           1
170                        20110601                   13                 1.875           1
171                        20110601               14.375                 1.875           2
172                        20110701               12.625                 2.375           1
173                        20130701               13.625                 1.875           1
174                        20130601                 13.5                 1.875           1
175                        20090501               13.625                 1.875           1
176                        20110601                13.25                 1.875           1
177                        20090701                12.75                 1.875           1
178                        20110501                13.75                 1.875           1
179                        20110501                   13                 1.875           1
180                        20110701                 13.5                 1.875           1
181                        20110601                 13.5                 1.875           1
182                        20110701               12.875                 1.875           1
183                        20110601                13.25                 1.875           1
184                        20110601               13.375                 1.875           1
185                        20110601               12.875                 1.875           1
186                        20110601                   13                 1.875           1
187                        20110601                13.25                 1.875           1
188                        20110601                13.25                 1.875           1
189                        20110701               13.625                 1.875           1
190                        20110701                 13.5                 1.875           1
191                        20090701                12.25                 1.875           1
192                        20110601               12.875                 1.875           1
193                        20110601               12.875                 1.875           1
194                        20110701                 13.5                 1.875           1
195                        20110701                12.75                 1.875           1
196                        20110701               12.625                 1.875           1
197                        20110701               12.625                 1.875           1
198                        20090201                   11                 1.875           1
199                        20090401               12.125                 1.875           1
200                        20101101               12.875                 1.875           1
201                        20101101               12.875                 4.625           1
202                        20101201               12.875                 4.625           1
203                        20101201               12.875                 4.625           1
204                        20110101               12.875                 4.625           1
205                        20090501                12.75                 4.625           2
206                        20130501                11.25                 1.875           2
207                        20110501               13.375                 2.375           1
208                        20130501                   12                 1.875           2
209                        20090501                12.75                 1.875           2
210                        20110501                12.75                 1.875           1
211                        20110501                12.75                 1.875           1
212                        20090501               12.875                 1.875           2
213                        20090501                 12.5                 1.875           2
214                        20090401                   12                 1.875           2
215                        20110501               13.375                 2.125           1
216                        20110501               12.875                 1.875           1
217                        20090501                9.875                 1.875           2
218                        20080501               11.625                 1.875           1
219                        20080501                   12                     2           1
220                        20090501                9.875                     2           2
221                        20090501                9.875                 1.875           2
222                        20130201                   12                 1.875           2
223                        20130201               12.875                     2           2
224                        20130501               11.875                     2           2
225                        20130501               12.375                     2           2
226                        20130501                12.25                     2           2
227                        20130501               11.375                     2           2
228                        20130501                 12.5                     2           2
229                        20130301                13.75                     2           2
230                        20130401               12.375                     2           2
231                        20130301                   12                     2           2
232                        20130301               12.375                     2           2
233                        20130301               12.875                     2           2
234                        20130401               11.125                     2           2
235                        20130401               11.875                     2           2
236                        20110601               12.625                     2           1
237                        20110601               12.625                 1.875           1
238                        20130601               13.125                 1.875           1
239                        20110601               12.625                 1.875           1
240                        20110601                 13.5                 1.875           1
241                        20110601                12.75                 1.875           1
242                        20110601               13.375                 1.875           1
243                        20110601                   13                 1.875           1
244                        20110601                   13                 1.875           1
245                        20110601                 13.5                 1.875           1
246                        20110601               13.375                 1.875           1
247                        20110601               12.875                 1.875           1
248                        20110601               12.875                 1.875           1
249                        20110601                 13.5                 1.875           1
250                        20110601                 13.5                 1.875           1
251                        20110601               13.375                 1.875           1
252                        20110601                 13.5                 1.875           1
253                        20110601                 13.5                 1.875           1
254                        20110601                 13.5                 1.875           1
255                        20110601                 13.5                 1.875           1
256                        20110601                 13.5                 1.875           1
257                        20110601                13.25                 1.875           1
258                        20080601               13.625                 1.875           1
259                        20110601                12.75                     2           1
260                        20110701                13.25                 1.875           1
261                        20110601                 13.5                 1.875           1
262                        20110601               12.875                 1.875           1
263                        20110601                 13.5                 1.875           1
264                        20110601               13.125                 1.875           1
265                        20110501               13.375                 1.875           1
266                        20110601                13.25                 1.875           1
267                        20110601               12.875                 1.875           1
268                        20110601                12.75                 1.875           1
269                        20110701               12.875                 1.875           1
270                        20110601                 13.5                 1.875           1
271                        20110601                 13.5                 1.875           1
272                        20110601                 13.5                 1.875           1
273                        20110601                 13.5                 1.875           1
274                        20110601                 13.5                 1.875           1
275                        20090601               12.625                 1.875           1
276                        20110601                 13.5                 1.875           1
277                        20110601                 13.5                 1.875           1
278                        20110601                 13.5                 1.875           1
279                        20110601                   13                 1.875           1
280                        20110601               13.375                 1.875           1
281                        20110601                 13.5                 1.875           1
282                        20130701                 11.5                 1.875           1
283                        20110601                13.25                 1.875           1
284                        20110601                12.75                 1.875           1
285                        20130601                11.75                 1.875           1
286                        20110601               13.125                 1.875           1
287                        20110601                   13                 1.875           1
288                        20110601                13.25                 1.875           1
289                        20110601                13.75                 1.875           2
290                        20110601               12.875                 1.875           1
291                        20110601                 13.5                 1.875           1
292                        20110601               13.125                 1.875           1
293                        20110501                 13.5                 1.875           1
294                        20110601               12.875                 1.875           1
295                        20110601               12.875                 1.875           1
296                        20110601               13.125                 1.875           1
297                        20110601                12.75                 1.875           1
298                        20110601               13.375                 1.875           1
299                        20110601               13.375                 1.875           1
300                        20110601                   13                 1.875           1
301                        20110601                 13.5                 1.875           1
302                        20110601                 13.5                 1.875           1
303                        20110601                   13                 1.875           1
304                        20110601                13.25                 1.875           1
305                        20110601                   14                 1.875           2
306                        20110601                12.75                 1.875           1
307                        20110601               13.375                 1.875           1
308                        20110601               12.875                 1.875           1
309                        20110601               13.375                 1.875           1
310                        20110601               13.125                 1.875           1
311                        20110601                 13.5                 1.875           1
312                        20110601                 13.5                 1.875           1
313                        20110601                   13                 1.875           1
314                        20110701                 13.5                 1.875           1
315                        20110601                   13                 1.875           1
316                        20110701                 13.5                 1.875           1
317                        20130601                 12.5                 1.875           2
318                        20110601                   13                 1.875           1
319                        20110501               12.875                 1.875           1
320                        20110601                13.25                 1.875           1
321                        20110601               14.375                 1.875           2
322                        20110601                 13.5                 1.875           1
323                        20110601                   13                 1.875           1
324                        20110601                12.75                 1.875           1
325                        20110601                 13.5                 1.875           1
326                        20110601                 13.5                 1.875           1
327                        20110601                 13.5                 1.875           1
328                        20110601                 13.5                 1.875           1
329                        20110601                 13.5                 1.875           1
330                        20110601               12.875                 1.875           1
331                        20090701               12.375                 1.875           1
332                        20110601                 13.5                 1.875           1
333                        20110601               13.125                 1.875           1
334                        20110601               12.875                 1.875           1
335                        20110601                13.25                 1.875           1
336                        20110601                13.25                 1.875           1
337                        20110601               12.875                 1.875           1
338                        20110701               12.875                 1.875           1
339                        20110701                   13                 1.875           1
340                        20110601                   13                 1.875           1
341                        20110601               13.125                 1.875           1
342                        20110601                12.75                 1.875           1
343                        20110701               12.875                 1.875           1
344                        20110601                 13.5                 1.875           1
345                        20110601                13.25                 1.875           1
346                        20110401                13.75                 1.875           2
347                        20110501                13.25                 1.875           1
348                        20110601               13.375                 1.875           1
349                        20110601               13.125                 1.875           1
350                        20110601                13.25                 1.875           1
351                        20110501                13.74                 1.875           2
352                        20110701                 13.5                 2.375           1
353                        20110601                 13.5                 1.875           1
354                        20110601               13.375                 1.875           1
355                        20110601                13.75                 1.875           2
356                        20110601                12.75                 1.875           1
357                        20110501               13.125                 1.875           1
358                        20110601                   13                 1.875           1
359                        20110601                 13.5                 1.875           1
360                        20110601                 13.5                 1.875           1
361                        20110601               12.875                 1.875           1
362                        20110601                 13.5                 1.875           1
363                        20110601               12.875                 1.875           1
364                        20110601               12.875                 1.875           1
365                        20110601                13.25                 1.875           1
366                        20110601               12.825                 1.875           1
367                        20110601                 13.5                 1.875           1
368                        20110601                13.25                 1.875           1
369                        20110601                 13.5                 1.875           1
370                        20110601                 13.5                 1.875           1
371                        20110601               12.875                 1.875           1
372                        20110601                 13.5                 1.875           1
373                        20110601                12.75                 1.875           1
374                        20110601                 13.5                 1.875           1
375                        20110601               13.375                 1.875           1
376                        20110601                   13                 1.875           1
377                        20110601                   13                 1.875           1
378                        20110601               12.875                 1.875           1
379                        20110601                14.25                 1.875           2
380                        20110601               12.875                 1.875           1
381                        20110601               12.875                 1.875           1
382                        20110601                   13                 1.875           1
383                        20110601               12.875                 1.875           1
384                        20110601               12.875                 1.875           1
385                        20110601               12.875                 1.875           1
386                        20110701                   13                 1.875           1
387                        20110601               13.125                 1.875           1
388                        20110701               13.375                 1.875           1
389                        20110601                 13.5                 1.875           1
390                        20110601                 13.5                 1.875           1
391                        20110601                 13.5                 1.875           1
392                        20110601                 13.5                 1.875           1
393                        20110601                13.25                 1.875           1
394                        20110601               13.375                 1.875           1
395                        20110601                 13.5                 1.875           1
396                        20110601               12.875                 1.875           1
397                        20110601               13.375                 1.875           1
398                        20110601                 13.5                 1.875           1
399                        20110601               12.875                 1.875           1
400                        20110601                   13                 1.875           1
401                        20110501                15.25                 1.875           2
402                        20110401                 14.5                 2.375           2
403                        20090701                13.75                 2.375           1
404                        20110601               12.875                 1.875           1
405                        20110601               12.875                 1.875           1
406                        20110601               12.875                 1.875           1
407                        20110501               12.875                 1.875           1
408                        20110501               12.875                 1.875           1
409                        20110601                 13.5                  1.75           1
410                        20110601                   13                 1.875           1
411                        20110601                13.25                 1.875           1
412                        20110601                 13.5                 1.875           1
413                        20110601               12.625                 1.875           1
414                        20110601                13.25                 1.875           1
415                        20110401                 14.5                 1.875           2
416                        20110601                 13.5                 2.375           1
417                        20090601                 11.5                 1.875           2
418                        20090601               11.875                 1.875           1
419                        20110501                 13.5                 1.875           1
420                        20110501                 13.5                 1.875           1
421                        20110701               13.875                 1.875           2
422                        20110601                 13.5                 1.875           1
423                        20110501                 13.5                 1.875           1
424                        20110601                 13.5                 1.875           1
425                        20110601                 13.5                 1.875           1
426                        20110601                 13.5                 1.875           1
427                        20110601               12.875                 1.875           1
428                        20110601               12.875                 1.875           1
429                        20110601                12.75                 1.875           1
430                        20110601                12.75                 1.875           1
431                        20110601               12.875                 1.875           1
432                        20110601               12.875                 1.875           1
433                        20110601                12.75                 1.875           1
434                        20110601                12.75                 1.875           1
435                        20110601                13.25                 1.875           1
436                        20110601                 13.5                  1.75           1
437                        20110601                 13.5                 1.875           1
438                        20110601                   13                 1.875           1
439                        20110601               12.875                 1.875           1
440                        20110601                 13.5                 1.875           1
441                        20110601                13.75                 1.875           2
442                        20110601                13.75                 1.875           2
443                        20110601                12.75                 1.875           1
444                        20090601               13.125                 1.875           2
445                        20110601                12.75                 1.875           1
446                        20110601                13.25                 1.875           1
447                        20110601                12.75                 1.875           1
448                        20110601               13.125                 1.875           1
449                        20110601                   13                 1.875           1
450                        20110601                13.25                 1.875           1
451                        20110601                   13                 1.875           1
452                        20110601               12.875                 1.875           1
453                        20110601                12.75                 1.875           1
454                        20110601                 13.5                 1.875           1
455                        20110601                12.75                 1.875           1
456                        20110601                 13.5                 1.875           1
457                        20110601                   13                 1.875           1
458                        20110601                 13.5                 1.875           1
459                        20110601               12.625                 1.875           1
460                        20110601                13.25                 1.875           1
461                        20110601               12.625                 1.875           1
462                        20090601                   13                 1.875           1
463                        20110601                 13.5                 1.875           1
464                        20110601               13.625                 1.875           2
465                        20110601                 13.5                 1.875           1
466                        20110601               13.375                 1.875           1
467                        20110601               12.875                 1.875           1
468                        20110601               12.625                 1.875           1
469                        20110601               13.375                 1.875           1
470                        20090501                12.75                 1.875           1
471                        20110601                 13.5                 1.875           1
472                        20110701                12.75                 1.875           1
473                        20110601                   13                 1.875           1
474                        20110601                 13.5                 1.875           1
475                        20110601                 13.5                 1.875           1
476                        20090601                14.25                 1.875           1
477                        20110601               12.875                 1.875           1
478                        20080601               14.125                 1.875           1
479                        20110601                14.25                     2           2
480                        20110501               13.375                 1.875           1
481                        20110501               12.625                 1.875           1
482                        20110501                12.75                 1.875           1
483                        20110501               12.625                 1.875           1
484                        20110501               12.625                 1.875           1
485                        20110501               12.625                 1.875           1
486                        20110601                   13                 1.875           1
487                        20110501               12.625                 1.875           1
488                        20110501               12.875                 1.875           1
489                        20110601                 13.5                 1.875           1
490                        20110501               13.625                 1.875           2
491                        20110601               13.375                 1.875           1
492                        20110601               13.875                 1.875           2
493                        20110701                12.75                 1.875           1
494                        20110501               13.125                 1.875           1
495                        20090601               12.875                 1.875           2
496                        20110601                   13                 1.875           1
497                        20110601                 13.5                 1.875           1
498                        20090601               12.125                 1.875           1
499                        20110601               12.875                 1.875           1
500                        20110601                 13.5                 1.875           1
501                        20110601               12.625                 1.875           1
502                        20110601                   13                 1.875           1
503                        20110501                13.25                 1.875           1
504                        20110601                   13                 1.875           1
505                        20110601                   14                 1.875           2
506                        20110401               12.875                 1.875           1
507                        20110601                12.75                 2.375           1
508                        20110601                 13.5                 1.875           1
509                        20110601                 13.5                 1.875           1
510                        20130401               11.125                 1.875           2
511                        20130501                   11                     2           2
512                        20130401                11.25                     2           2
513                        20130401               11.875                     2           2
514                        20130501                 11.5                     2           2
515                        20130401                11.75                     2           2
516                        20061201                10.75                     2           1
517                        20130401                 11.5                 2.375           2
518                        20130401                13.25                     2           2
519                        20130401               11.375                     2           2
520                        20061201               10.875                     2           1
521                        20130401                   13                 2.375           2
522                        20061201               11.625                     2           1
523                        20061201                   11                 2.375           1
524                        20061201               11.375                 2.375           1
525                        20130201                12.25                 2.375           2
526                        20130401                11.25                     2           2
527                        20130201                12.25                     2           2
528                        20130401                   13                     2           2
529                        20130401                11.75                     2           2
530                        20110601               14.375                     2           2
531                        20110601               12.875                 1.875           1
532                        20110601                 13.5                 1.875           1
533                        20110601                 13.5                 1.875           1
534                        20110601                 13.5                 1.875           1
535                        20110601               12.875                 1.875           1
536                        20110601                 13.5                 1.875           1
537                        20110501                 13.5                 1.875           1
538                        20110501                13.25                 1.875           1
539                        20110601               12.875                 1.875           1
540                        20110601                 13.5                 1.875           1
541                        20110601                 13.5                 1.875           1
542                        20110601                 13.5                 1.875           1
543                        20110601                 13.5                 1.875           1
544                        20110501               13.125                 1.875           1
545                        20110601                   14                 1.875           2
546                        20110601                13.25                 1.875           1
547                        20110601                13.25                 1.875           1
548                        20110601                13.25                 1.875           1
549                        20110601               12.875                 1.875           1
550                        20110601                12.75                 1.875           1
551                        20110601                 13.5                 1.875           1
552                        20110601                12.75                 1.875           1
553                        20110601               12.875                 1.875           1
554                        20130101               11.875                 1.875           2
555                        20061201               10.625                     2           1
556                        20130401                12.75                 2.375           2
557                        20130401                12.25                     2           2
558                        20110601               12.625                     2           1
559                        20110601               12.875                 1.875           1
560                        20110601                13.25                 1.875           1
561                        20110501                 13.5                 1.875           1
562                        20110601                13.25                 1.875           1
563                        20110601                   13                 1.875           1
564                        20110601                 13.5                 1.875           1
565                        20110601               13.125                 1.875           1
566                        20110601                 13.5                 1.875           1
567                        20110601               12.875                 1.875           1
568                        20110601               13.375                 1.875           1
569                        20110601               12.875                 1.875           1
570                        20110501                 13.5                 1.875           1
571                        20110601                 14.5                 1.875           2
572                        20110601               12.875                 1.875           1
573                        20110601               12.875                 1.875           1
574                        20110501               13.375                 1.875           1
575                        20110501               13.375                 1.875           1
576                        20110501                 13.5                 1.875           1
577                        20110701                13.25                 1.875           1
578                        20110601               12.625                 1.875           1
579                        20110701                   13                 1.875           1
580                        20110601                 13.5                 1.875           1
581                        20110601               13.375                 1.875           1
582                        20090601               12.625                 1.875           1
583                        20110601                 13.5                 1.875           1
584                        20110601                 14.5                 1.875           2
585                        20130601               12.875                 1.875           1
586                        20110501                 13.5                 1.875           1
587                        20110501               13.375                 1.875           1
588                        20110601                   13                 1.875           1
589                        20110601               12.875                 1.875           1
590                        20130401                 11.5                 1.875           2
591                        20130501               12.125                     2           2
592                        20130501               11.625                 2.375           2
593                        20061201                 10.5                     2           1
594                        20061201                11.75                 2.375           1
595                        20130101                12.75                 2.375           2
596                        20130401                   12                     2           2
597                        20130401                 11.5                     2           2
598                        20130401               11.875                     2           2
599                        20130401               11.875                     2           2
600                        20061201               11.875                     2           1
601                        20061201                 10.5                 2.875           1
602                        20130401                   12                 2.375           2
603                        20061201                10.75                     2           1
604                        20061001               10.375                     2           1
605                        20110601                12.75                     2           1
606                        20110601               12.875                 1.875           1
607                        20110701                 13.5                 1.875           1
608                        20110601                   13                 1.875           1
609                        20110601               12.875                 1.875           1
610                        20110601                 13.5                 1.875           1
611                        20110601                 13.5                 1.875           1
612                        20110601                13.25                 1.875           1
613                        20110601               12.875                 1.875           1
614                        20090501               12.625                 1.875           1
615                        20110601                 13.5                 1.875           1
616                        20090501                12.25                 1.875           1
617                        20130501               11.375                 1.875           1
618                        20110601                 13.5                 1.875           1
619                        20110601                12.75                 1.875           1
620                        20110601                   13                 1.875           1
621                        20061201                   12                 1.875           0
622                        20110601               12.875                 2.125           1
623                        20090501                14.25                 1.875           1
624                        20110601               12.875                 1.875           1
625                        20090601                11.25                 1.875           1
626                        20110501                 13.5                 1.875           1
627                        20110601                13.25                     2           1
628                        20110601                 13.5                 1.875           1
629                        20110601                 13.5                 1.875           1
630                        20110601               12.875                 1.875           1
631                        20061101                18.25                 1.875           6
632                        20061101               18.875                 2.875           6
633                        20061101               18.375                   3.5           6
634                        20061201                18.25                   2.5           6
635                        20061101                   12                 2.125           6
636                        20090601               13.375                     4           2
637                        20110501               13.625                 1.875           1
638                        20110601               13.375                 1.875           1
639                        20130601               13.375                 1.875           2
640                        20130401               12.125                 1.875           2
641                        20090501               14.375                 1.875           1
642                        20110601                12.75                 1.875           1
643                        20110601               13.875                 1.875           2
644                        20130601                12.25                 1.875           1
645                        20110601                 13.5                 1.875           1
646                        20110701                 13.5                 1.875           1
647                        20110501               12.875                 1.875           1
648                        20110601                12.75                 1.875           1
649                        20110601                 12.5                 1.875           1
650                        20110601               13.625                 1.875           1
651                        20110601                 13.5                 1.875           1
652                        20110601                 13.5                 1.875           1
653                        20110501               13.375                 1.875           1
654                        20110501                 13.5                 1.875           1
655                        20110601               12.875                 1.875           1
656                        20110601                   13                 1.875           1
657                        20110601                12.75                 1.875           1
658                        20110601               13.625                 1.875           2
659                        20110601                   13                 1.875           1
660                        20110601               12.875                 1.875           1
661                        20110601                12.75                 1.875           1
662                        20110601                 13.5                 1.875           1
663                        20080601               12.125                 1.875           1
664                        20090601                11.25                     2           2
665                        20110601               13.375                 1.875           1
666                        20110501                12.75                 1.875           1
667                        20110601                   13                 1.875           1
668                        20110301                   13                 1.875           1
669                        20110501                12.75                 1.875           1
670                        20090501                12.25                 1.875           1
671                        20110601                 13.5                 1.875           1
672                        20110601               12.875                 1.875           1
673                        20110601                   13                 1.875           1
674                        20110601                14.75                 1.875           2
675                        20110601                 13.5                 2.375           1
676                        20110601                14.25                 1.875           2
677                        20110601               12.625                 1.875           1
678                        20110601                 13.5                 1.875           1
679                        20110501                12.75                 1.875           1
680                        20110601                 13.5                 1.875           1
681                        20110601                 13.5                 1.875           1
682                        20110601                12.75                 1.875           1
683                        20110601                 13.5                 1.875           1
684                        20110501                 13.5                 1.875           1
685                        20110401               12.625                 1.875           1
686                        20110501               13.375                 1.875           1
687                        20110601                13.25                 1.875           1
688                        20110601               12.625                 1.875           1
689                        20110601               12.875                 1.875           1
690                        20121001                   11                 1.875           2
691                        20110701               12.875                 1.875           1
692                        20110601                   13                 1.875           1
693                        20130501                13.25                 1.875           1
694                        20110601               12.875                 1.875           1
695                        20110501                12.75                 1.875           1
696                        20110601                 13.5                 1.875           1
697                        20110501                 13.5                 1.875           1
698                        20110701               13.125                 1.875           1
699                        20080501               12.125                 1.875           1
700                        20110501               12.625                     2           1
701                        20110501                 13.5                 1.875           1
702                        20110601                   13                 1.875           1
703                        20110601                12.75                 1.875           1
704                        20110601                 13.5                 1.875           1
705                        20110601               12.625                 1.875           1
706                        20090501                12.75                 1.875           1
707                        20090601                 13.5                 1.875           1
708                        20110601               13.625                 1.875           2
709                        20110601                13.75                 1.875           2
710                        20110601                12.75                 1.875           1
711                        20130601               12.875                 1.875           1
712                        20110601               12.625                 1.875           1
713                        20110601                 13.5                 1.875           1
714                        20130601               12.125                 1.875           1
715                        20110601               12.625                 1.875           1
716                        20110601                12.75                 1.875           1
717                        20130501               12.375                 1.875           2
718                        20110701                 13.5                 1.875           1
719                        20110601               12.875                 1.875           1
720                        20110601                   14                 1.875           2
721                        20110501               13.125                 2.375           1
722                        20090601                12.75                 1.875           1
723                        20110701                   14                 1.875           2
724                        20110601               12.625                 1.875           1
725                        20110601                   13                 1.875           1
726                        20090501                12.75                 1.875           1
727                        20090601               13.375                 1.875           1
728                        20110501               13.375                 1.875           1
729                        20110601               13.625                 1.875           2
730                        20110601                13.25                 1.875           1
731                        20090601                 12.5                 1.875           1
732                        20110601                 13.5                 1.875           1
733                        20110601               13.125                 1.875           1
734                        20110601               13.125                 1.875           1
735                        20110601                   13                 1.875           1
736                        20101201               12.625                 1.875           1
737                        20090201               13.875                 1.875           1
738                        20110201                13.25                 1.875           1
739                        20110301               12.875                 1.875           1
740                        20110301                13.25                 1.875           1
741                        20110201               13.125                 1.875           1
742                        20110301               13.125                 1.875           1
743                        20110201               13.125                 1.875           1
744                        20110301               13.125                 1.875           1
745                        20110301               12.625                 1.875           1
746                        20110201               13.125                 1.875           1
747                        20110301               12.625                 1.875           1
748                        20110301               14.375                 1.875           2
749                        20110301               12.625                 1.875           1
750                        20110301               14.125                 1.875           2
751                        20110301               13.125                 1.875           1
752                        20110301                12.75                 1.875           1
753                        20110301               12.875                 1.875           1
754                        20110301                13.25                 1.875           1
755                        20110301                13.25                 1.875           1
756                        20110301                13.25                 1.875           1
757                        20110301               12.875                 1.875           1
758                        20110301                13.25                 1.875           1
759                        20110301                   13                 1.875           1
760                        20110301                12.75                 1.875           1
761                        20110301               14.375                 1.875           2
762                        20110301               14.375                 1.875           2
763                        20110301                 14.5                 1.875           2
764                        20090301                11.75                 1.875           2
765                        20070201                   11                 1.875           2
766                        20090301                12.25                 1.875           2
767                        20070301                 12.5                 1.875           2
768                        20090301               12.375                 1.875           2
769                        20070301                   11                 1.875           2
770                        20070301                12.25                 1.875           2
771                        20090301                 11.5                 1.875           1
772                        20070301                12.75                 1.875           2
773                        20070201                 11.5                 1.875           2
774                        20090301                11.75                 1.875           2
775                        20070301                 12.5                 1.875           2
776                        20090301                12.25                 1.875           2
777                        20070201               12.875                 1.875           2
778                        20090301                   12                 1.875           2
779                        20090301               12.375                 1.875           2
780                        20080301               11.375                 1.875           1
781                        20090301                   12                 1.875           2
782                        20070301                   11                 1.875           2
783                        20070301                   11                 1.875           2
784                        20080301               12.375                 1.875           1
785                        20070301                12.75                 1.875           2
786                        20070301                   11                 1.875           2
787                        20080201                11.75                 1.875           1
788                        20070301                   11                 1.875           2
789                        20070301                12.25                 1.875           2
790                        20070301                   13                 1.875           2
791                        20080301                12.25                 1.875           1
792                        20070301                12.75                 1.875           2
793                        20090201                11.75                 1.875           2
794                        20070301                12.75                 1.875           2
795                        20070301                   11                 1.875           2
796                        20070301                 12.5                 1.875           2
797                        20070301                 12.5                 1.875           2
798                        20070301                   11                 1.875           2
799                        20080301               12.375                 1.875           1
800                        20070301                   13                 1.875           2
801                        20070301               12.875                 1.875           2
802                        20070201               12.375                 1.875           2
803                        20080301                11.25                 1.875           1
804                        20070301               12.875                 1.875           2
805                        20080201               12.375                 1.875           1
806                        20070301                   13                 1.875           2
807                        20070301                   13                 1.875           2
808                        20070301                   11                 1.875           2
809                        20070301                11.75                 1.875           2
810                        20070301                 12.5                 1.875           2
811                        20080301                 12.5                 1.875           1
812                        20090301               12.375                 1.875           1
813                        20090301                12.25                 1.875           2
814                        20080301               12.375                 1.875           1
815                        20070301               13.125                 1.875           2
816                        20070301               12.625                 1.875           2
817                        20070301                   13                 1.875           2
818                        20070301                12.75                 1.875           2
819                        20070301                   11                 1.875           2
820                        20080301                12.75                 1.875           1
821                        20080301               12.375                 1.875           1
822                        20070301               12.125                 1.875           2
823                        20070301                   11                 1.875           2
824                        20070301               12.875                 1.875           2
825                        20070301                13.25                 1.875           2
826                        20070301                   11                 1.875           2
827                        20080301                 12.5                 1.875           1
828                        20070301                 12.5                 1.875           2
829                        20060801                   12                 1.875           0
830                        20070301                13.25                  3.75           2
831                        20070301                12.75                 1.875           2
832                        20070301                   13                 1.875           2
833                        20071001               11.875                 1.875           1
834                        20070301                 12.5                 1.875           2
835                        20060901                11.75                 1.875           1
836                        20060801               12.125                     2           1
837                        20060901                   12                 2.875           1
838                        20060801               12.125                 2.875           1
839                        20060901                11.99                 2.875           1
840                        20060901               11.365                 2.875           1
841                        20060901               12.625                 1.625           1
842                        20061201                   12                 2.875           1
843                        20061201                   12                 4.375           1
844                        20070101                   12                   3.5           1
845                        20061201                18.25                  3.25           1
846                        20070101                   12                     3           1
847                        20061201               12.875                 3.625           1
848                        20061001               10.375                 3.625           2
849                        20061001                 12.5                 2.375           2
850                        20061101               11.625                 2.375           2
851                        20060901                   12                 2.375           2
852                        20061001               10.125                 2.375           2
853                        20061101               11.125                 2.375           2
854                        20090601               12.875                 2.375           1
855                        20090701                12.75                 1.875           2
856                        20110601                 14.5                 1.875           2
857                        20110601                 13.5                 1.875           1
858                        20110601                 13.5                 1.875           1
859                        20110601               12.875                 1.875           1
860                        20110601               12.625                 1.875           1
861                        20110601                13.25                 1.875           1
862                        20090701               12.625                 1.875           1
863                        20080501               12.875                 1.875           1
864                        20110601                 13.5                     2           1
865                        20110601                   13                 1.875           1
866                        20110501               13.375                 1.875           1
867                        20090601                 12.5                 1.875           1
868                        20110601                 13.5                 1.875           1
869                        20110601                13.25                 1.875           1
870                        20110601               12.625                 1.875           1
871                        20110601               12.875                 1.875           1
872                        20110601               12.625                 1.875           1
873                        20110601                 13.5                 1.875           1
874                        20110501                13.25                 1.875           1
875                        20090601               13.125                 1.875           1
876                        20090501                   14                 1.875           1
877                        20110601                 13.5                 1.875           1
878                        20090601                12.25                 1.875           1
879                        20090501                   14                 1.875           1
880                        20110601                 13.5                 1.875           1
881                        20110601               13.375                 1.875           1
882                        20110601                 13.5                 1.875           1
883                        20061101               12.875                 1.875           1
884                        20090601                11.75                 1.875           1
885                        20110601                12.75                 1.875           1
886                        20110601               12.625                 1.875           1
887                        20110601               12.625                 1.875           2
888                        20110501               13.375                 1.875           1
889                        20110501                 13.5                 1.875           1
890                        20090601                 12.5                 1.875           1
891                        20110501                   13                 1.875           1
892                        20110701                   13                 1.875           1
893                        20110601               12.875                 1.875           1
894                        20110701                 13.5                 1.875           1
895                        20110701                 13.5                 1.875           1
896                        20110501                12.75                 1.875           1
897                        20110601               14.125                 1.875           2
898                        20110601                13.25                     2           1
899                        20110501               13.875                 1.875           2
900                        20110601                13.75                 1.875           2
901                        20090501                 12.5                 1.875           2
902                        20061201                   12                 1.875           0
903                        20060801                   13                  1.75           0
904                        20110701               12.875                     2           1
905                        20090701                 13.5                 1.875           1
906                        20110701                13.25                 1.875           1
907                        20110701               12.625                 1.875           1
908                        20110701                12.75                 1.875           1
909                        20110701                 13.5                 1.875           1
910                        20110701                   13                 1.875           1
911                        20110701                 13.5                 1.875           1
912                        20110701               13.375                 1.875           1
913                        20110701                12.75                 1.875           1
914                        20130701               12.125                 1.875           1
915                        20090601                 13.5                 1.875           1
916                        20110701               12.625                 1.875           1
917                        20110701                12.75                 1.875           1
918                        20110601                13.25                 1.875           1
919                        20110701               12.875                 1.875           1
920                        20110701                   13                 1.875           1
921                        20110701                12.75                 1.875           1
922                        20110701               12.875                 1.875           1
923                        20110701               12.875                 1.875           1
924                        20090701                 12.5                 1.875           1
925                        20130401               12.875                 1.875           1
926                        20071001                   12                 1.875           1
927                        20080501               11.375                   2.5           1
928                        20090501                 13.5                     2           2
929                        20090501               12.625                 1.875           2
930                        20090601                 13.5                 1.875           2
931                        20130401                 11.5                 1.875           2
932                        20130401               12.625                     2           2
933                        20130401                11.75                     2           2
934                        20130201                11.25                     2           2
935                        20130401               11.625                     2           2
936                        20090601               11.875                     2           2
937                        20130401               12.875                 1.875           2
938                        20130401                 12.5                     2           2
939                        20130401                12.75                     2           2
940                        20130401                11.75                     2           2
941                        20130401                   13                     2           2
942                        20110601               12.875                     2           2
943                        20110501                 12.5                     2           2
944                        20110701               12.625                     2           2
945                        20110701               12.625                     2           2
946                        20110701               12.625                     2           2
947                        20110701                 20.5                     2           2
948                        20090501                13.25                     2           2
949                        20090401                   13                 1.875           2
950                        20090501               12.625                 1.875           2
951                        20090401                   13                 1.875           2
952                        20090401                12.25                 1.875           2
953                        20090401                11.75                 1.875           2
954                        20090601                12.25                 1.875           2
955                        20090501                 13.5                 1.875           2
956                        20090501               12.875                 1.875           2
957                        20110501               12.625                 1.875           2
958                        20110501               12.625                     2           2
959                        20110601               12.625                     2           2
960                        20090601               12.375                     2           2
961                        20090501               12.125                 1.875           2
962                        20090601                12.25                 1.875           2
963                        20090601                13.25                 1.875           2
964                        20090601               12.875                 1.875           2
965                        20090601                12.25                 1.875           2
966                        20090601               12.625                 1.875           2
967                        20130401               11.875                 1.875           2
968                        20130301               13.125                 2.125           2
969                        20130401               12.125                     2           2
970                        20130401               11.375                     2           2
971                        20130401               12.375                     2           2
972                        20090601               12.875                     2           2
973                        20090501                   14                 1.875           2
974                        20130401               11.875                 1.875           2
975                        20130301               11.125                     2           2
976                        20130401               11.875                     2           2
977                        20130401               11.875                     2           2
978                        20130401               11.375                     2           2
979                        20090501                 12.5                     2           2
980                        20090301               13.625                 1.875           2
981                        20110601               13.375                 1.875           2
982                        20090601               12.875                     2           2
983                        20090601               12.375                 1.875           2
984                        20110601               12.875                 1.875           2
985                        20110601               12.625                     2           2
986                        20090401                12.25                     2           2
987                        20110601                12.75                 1.875           2
988                        20130601               11.625                     2           2
989                        20110401                   13                     2           2
990                        20130501               11.125                     2           2
991                        20130301               12.125                     2           2
992                        20130201               12.375                     2           2
993                        20130501                 11.5                     2           2
994                        20130501                   12                     2           2
995                        20130401                11.75                     2           2
996                        20130401               13.125                     2           2
997                        20130401               11.625                     2           2
998                        20130501               12.625                     2           2
999                        20130501                 12.5                     2           2
1000                       20130101               12.625                     2           2
1001                       20130401                   13                     2           2
1002                       20130401                 11.5                     2           2
1003                       20130401                11.75                     2           2
1004                       20130201                11.75                     2           2
1005                       20130401                 11.5                     2           2
1006                       20130501               11.625                     2           2
1007                       20130501                11.75                     2           2
1008                       20130401                   13                     2           2
1009                       20130501                   13                     2           2
1010                       20090601                11.75                     2           2
1011                       20110701               12.875                 1.875           2
1012                       20130101                12.75                     2           2
1013                       20130501                11.75                     2           2
1014                       20130101               13.125                     2           2
1015                       20130201               13.125                     2           2
1016                       20130301               12.375                     2           2
1017                       20130501                12.75                     2           2
1018                       20130501               12.375                     2           2
1019                       20130401               11.375                     2           2
1020                       20130501               11.875                     2           2
1021                       20130501               12.375                     2           2
1022                       20130401                11.75                     2           2
1023                       20130501               12.375                     2           2
1024                       20130501                 12.5                     2           2
1025                       20130501               10.625                     2           2
1026                       20130501               11.625                     2           2
1027                       20130401                 11.5                     2           2
1028                       20130501                11.75                     2           2
1029                       20130501               11.875                     2           2
1030                       20130501                 12.5                     2           2
1031                       20130501                12.75                     2           2
1032                       20080201               11.875                     2           2
1033                       20070401               12.125                   2.5           2
1034                       20070201                11.75                   2.5           2
1035                       20070201               11.875                   2.5           2
1036                       20070301               11.875                   2.5           2
1037                       20080301               12.625                   2.5           2
1038                       20070401               12.125                   2.5           2
1039                       20070201               11.625                   2.5           2
1040                       20070501               12.875                   2.5           2
1041                       20080201               11.875                   2.5           2
1042                       20070201                 12.5                   2.5           2
1043                       20070401               12.625                   2.5           2
1044                       20080201               11.875                   2.5           2
1045                       20070301               12.125                   2.5           2
1046                       20080401               11.875                   2.5           2
1047                       20070201                   12                   2.5           2
1048                       20070201                12.25                   2.5           2
1049                       20070301                   12                   2.5           2
1050                       20080201               11.875                   2.5           2
1051                       20110501                12.75                   2.5           1
1052                       20080901               10.375                 1.875           2
1053                       20130601               11.875                 2.375           1
1054                       20110501               11.625                 1.875           1
1055                       20110501               13.375                 1.875           1
1056                       20060801                 10.5                 1.875           0
1057                       20070101                 9.75                  1.25           0
1058                       20060801                10.75                 1.875           0
1059                       20070101                   11                 1.875           0
1060                       20060801                 12.5                 2.125           0
1061                       20070101                 9.75                   1.5           0
1062                       20070101               10.125                 1.375           0
1063                       20070101                9.875                 2.125           0
1064                       20060801               11.125                     2           0
1065                       20060801               10.125                 2.125           0
1066                       20061201                 12.5                     2           0
1067                       20061101                 12.5                 2.125           0
1068                       20061001                 12.5                     2           0
1069                       20061101                 12.5                 2.125           0
1070                       20061101                 12.5                   2.5           0
1071                       20061001                 12.5                     2           0
1072                       20061101                 12.5                     2           0
1073                       20061101                 12.5                   2.5           0
1074                       20061101                 12.5                 1.875           0
1075                       20061201                 12.5                   2.5           0
1076                       20061101                 12.5                     2           0
1077                       20061101                 12.5                 2.125           0
1078                       20130501                11.25                  1.75           2
1079                       20130501               11.375                     2           2
1080                       20120401                11.75                     2           2
1081                       20130501                 11.5                     2           2
1082                       20130501               11.625                     2           2
1083                       20130401               11.375                     2           2
1084                       20130401                11.75                     2           2
1085                       20120501                 12.5                     2           2
1086                       20130401               11.875                     3           2
1087                       20130201                 12.5                     2           2
1088                       20120901                 12.5                     2           1
1089                       20130201               12.875                     2           2
1090                       20130401               11.125                     2           2
1091                       20130401               12.125                     2           2
1092                       20130401                 11.5                     2           2
1093                       20130501                11.75                     2           2
1094                       20130301               12.625                     2           2
1095                       20120401                   12                     2           2
1096                       20130401               11.375                     3           2
1097                       20130501                11.25                     2           2
1098                       20130501               11.625                     2           2
1099                       20121201                 12.5                     2           2
1100                       20130201               13.625                     2           2
1101                       20130501               11.875                     2           2
1102                       20130401               11.625                     2           2
1103                       20130501                 11.5                     2           2
1104                       20121201                11.75                     2           2
1105                       20130501                12.25                     2           2
1106                       20130401               11.375                     2           2
1107                       20130501               11.125                     2           2
1108                       20130501                   12                     2           2
1109                       20121201               11.625                     2           2
1110                       20130501                 12.5                     3           2
1111                       20110701               12.625                     2           2
1112                       20130701                 11.5                     2           2
1113                       20130701               11.375                     2           2
1114                       20110601               12.625                     2           2
1115                       20130701               12.125                     2           2
1116                       20110701               12.875                     2           2
1117                       20130701               11.875                     2           2
1118                       20130701                   12                     2           2
1119                       20130701                 12.5                     2           2
1120                       20130701                 11.5                     2           2
1121                       20110701               12.875                     2           2
1122                       20130701               12.875                     2           2
1123                       20130701               11.625                     2           2
1124                       20110701                12.75                     2           2
1125                       20110701               12.625                     2           2
1126                       20110701                12.75                     2           2
1127                       20130701                   12                     2           2
1128                       20130701                12.25                     2           2
1129                       20130701               12.375                     2           2
1130                       20130601                12.25                     2           2
1131                       20110701                12.75                     2           2
1132                       20130701                12.25                     2           2
1133                       20110701                13.25                     2           2
1134                       20130701               11.625                     2           2
1135                       20130701                12.25                     2           2
1136                       20130701                   13                     2           2
1137                       20130701                12.25                     2           2
1138                       20130701               12.375                     2           2
1139                       20130701                12.25                     2           2
1140                       20130701                11.75                     2           2
1141                       20130701               12.125                     2           2
1142                       20130701               12.375                     2           2
1143                       20130701               11.875                     2           2
1144                       20130701                 12.5                     2           2
1145                       20130701                   12                     2           2
1146                       20130701                 11.5                     2           2
1147                       20130701                   12                     2           2
1148                       20130701               11.875                     2           2
1149                       20130701               11.125                     2           2
1150                       20130701                 11.5                     2           2
1151                       20130701               12.625                     2           2
1152                       20130701                12.25                     2           2
1153                       20130701                   12                     2           2
1154                       20110701               12.625                     2           2
1155                       20130701                 11.5                     2           2
1156                       20130701               11.875                     2           2
1157                       20130701                12.25                     2           2
1158                       20130601               11.875                     2           2
1159                       20130601               11.625                     2           2
1160                       20130501                10.75                     2           2
1161                       20130701                11.75                     2           2
1162                       20130701                 11.5                     2           2
1163                       20110601               12.625                     2           2
1164                       20110601                13.25                     2           2
1165                       20110701               12.625                     2           2
1166                       20130701               11.875                     2           2
1167                       20110601               13.375                     2           1
1168                       20110601               12.625                 1.875           1
1169                       20090501                 12.5                 1.875           1
1170                       20110601                   13                 1.875           1
1171                       20110601                 13.5                 1.875           1
1172                       20110601                 13.5                 1.875           1
1173                       20110701                   13                 1.875           1
1174                       20110601               12.875                 1.875           1
1175                       20110601                13.25                 1.875           1
1176                       20130501                12.75                 1.875           1
1177                       20110601                13.25                 1.875           1
1178                       20110501                 13.5                 1.875           1
1179                       20090601                12.75                 1.875           1
1180                       20110601               13.375                 1.875           1
1181                       20110501                 13.5                 1.875           1
1182                       20110601               13.375                 1.875           1
1183                       20110501                12.75                 1.875           1
1184                       20110601                 13.5                 1.875           1
1185                       20110601               12.875                 1.875           1
1186                       20110501                 13.5                 1.875           1
1187                       20110601                 13.5                 1.875           1
1188                       20110701               12.875                 1.875           1
1189                       20110501                13.25                 1.875           1
1190                       20090501               13.375                 1.875           1
1191                       20110701               12.875                 1.875           1
1192                       20110601                13.25                 1.875           1
1193                       20090501                12.25                 1.875           1
1194                       20090501               13.125                 1.875           2
1195                       20090501               12.875                 1.875           2
1196                       20110601                 13.5                 1.875           1
1197                       20090501               12.875                 1.875           2
1198                       20090501                 12.5                 1.875           2
1199                       20090501                12.25                 1.875           2
1200                       20110601                 13.5                 1.875           1
1201                       20110601               14.375                 1.875           2
1202                       20110501                 13.5                 2.375           1
1203                       20110601                 13.5                 1.875           1
1204                       20090601               13.125                 1.875           1
1205                       20110601                   13                 1.875           1
1206                       20130501               11.875                 1.875           1
1207                       20090501               12.875                 1.875           2
1208                       20090501               11.125                 1.875           2
1209                       20090501               12.875                 1.875           2
1210                       20090501               12.875                 1.875           2
1211                       20090501               12.375                 1.875           2
1212                       20110601               12.875                 1.875           1
1213                       20110601                13.25                 1.875           1
1214                       20110601                12.75                 1.875           1
1215                       20110501               13.125                 1.875           1
1216                       20110501               12.875                 1.875           1
1217                       20090501               12.875                 1.875           2
1218                       20110601               12.875                 1.875           1
1219                       20130501               11.875                 1.875           1
1220                       20110601                   13                 1.875           1
1221                       20110601                 13.5                 1.875           1
1222                       20110301                14.75                 1.875           2
1223                       20110601                   13                 4.625           1
1224                       20110601                 13.5                 1.875           1
1225                       20110701                12.75                 1.875           1
1226                       20090501                13.25                 1.875           1
1227                       20110601                12.75                 1.875           1
1228                       20060901                10.25                 1.875           1
1229                       20110501                 12.5                 1.875           1
1230                       20110501               12.875                 1.875           1
1231                       20090501                 12.5                 1.875           1
1232                       20110601               12.875                 1.875           1
1233                       20090501                14.25                 1.875           1
1234                       20090601               12.375                 1.875           1
1235                       20090401                12.25                 1.875           1
1236                       20110601               13.875                 1.875           2
1237                       20110501                13.25                 1.875           1
1238                       20110501                12.75                 1.875           1
1239                       20080501                 13.5                 1.875           1
1240                       20110601                13.25                     2           1
1241                       20110601                12.75                 1.875           1
1242                       20110601                13.25                 1.875           1
1243                       20110601                13.25                 1.875           1
1244                       20090601                 13.5                 1.875           1
1245                       20110501               12.875                 1.875           1
1246                       20130601                 13.5                 1.875           1
1247                       20110601                   13                 1.875           1
1248                       20110401               12.875                 1.875           1
1249                       20110601               12.875                 1.875           1
1250                       20130501               11.875                 1.875           1
1251                       20110601                 13.5                 1.875           1
1252                       20080401                   12                 1.875           1
1253                       20110601                12.75                     2           1
1254                       20090501                13.25                 1.875           2
1255                       20090501               12.375                 1.875           2
1256                       20090601                 13.5                 1.875           1
1257                       20110601               13.875                 1.875           2
1258                       20110601                   13                 1.875           1
1259                       20080501                13.75                 1.875           1
1260                       20110601               13.125                     2           1
1261                       20090501               12.125                 1.875           1
1262                       20110601                12.75                 1.875           1
1263                       20080401                13.75                 1.875           2
1264                       20110701               13.375                     2           1
1265                       20090501                 13.5                 1.875           2
1266                       20110501               12.125                 2.875           1
1267                       20110601                   13                 1.875           1
1268                       20130501                13.25                 1.875           1
1269                       20110601                12.75                 1.875           1
1270                       20090601               11.875                 1.875           1
1271                       20110601               13.875                 1.875           2
1272                       20090501               14.125                 1.875           2
1273                       20110501               13.375                 4.625           1
1274                       20110401                12.75                 1.875           1
1275                       20110401               12.875                 1.875           1
1276                       20110601               14.125                 1.875           2
1277                       20110601               13.125                 1.875           1
1278                       20130401                12.25                 1.875           2
1279                       20130301                   13                     2           2
1280                       20130401               11.625                     2           2
1281                       20130301                13.25                     2           2
1282                       20130301               11.875                     2           2
1283                       20130501               12.875                     2           2
1284                       20130501                 11.5                     2           2
1285                       20130501                 11.5                     2           2
1286                       20130501               11.625                     2           2
1287                       20130501                11.75                     2           2
1288                       20130501               11.625                     2           2
1289                       20130501                 12.5                     2           2
1290                       20130501                11.75                     2           2
1291                       20130501               11.875                     2           2
1292                       20130501                   13                     2           2
1293                       20130501                11.75                     2           2
1294                       20130501               12.625                     2           2
1295                       20130501                12.75                     2           2
1296                       20130501                 11.5                     2           2
1297                       20130401                 12.5                     2           2
1298                       20130401               11.625                     2           2
1299                       20130401                13.75                     2           2
1300                       20130401               12.625                     2           2
1301                       20130301                12.75                     2           2
1302                       20130401               11.875                     2           2
1303                       20130401                11.25                     2           2
1304                       20130501                12.25                     2           2
1305                       20130401               11.375                     2           2
1306                       20130401               11.625                     2           2
1307                       20130501                12.75                     2           2
1308                       20130501               11.625                     2           2
1309                       20130401                12.25                     2           2
1310                       20130501               11.375                     2           2
1311                       20130501                11.75                     2           2
1312                       20130401               11.875                     2           2
1313                       20130401                   12                     2           2
1314                       20130601                12.75                     2           2
1315                       20130401                 11.5                     2           2
1316                       20130501                   12                     2           2
1317                       20130501                11.25                     2           2
1318                       20130401               11.125                     2           2
1319                       20130401               11.875                     2           2
1320                       20130501                12.25                     2           2
1321                       20130501               11.875                     2           2
1322                       20130401                11.75                     2           2
1323                       20130401               12.125                     2           2
1324                       20130501               12.875                     2           2
1325                       20130501               11.625                     2           2
1326                       20130401                12.25                     2           2
1327                       20130401               10.875                     2           2
1328                       20130501                11.75                     2           2
1329                       20130501                 11.5                     2           2
1330                       20130501               12.125                     2           2
1331                       20130401                 12.5                     2           2
1332                       20130301                14.25                     2           2
1333                       20130401                12.75                     2           2
1334                       20130401               12.625                     2           2
1335                       20130401                11.25                     2           1
1336                       20130401                11.25                     2           1
1337                       20130401               11.875                     2           2
1338                       20130401                   12                     2           2
1339                       20130301                   13                     2           2
1340                       20130401               11.625                     2           2
1341                       20130501               11.625                     2           2
1342                       20130401               11.625                     2           2
1343                       20130401               12.375                     2           2
1344                       20130501               12.375                     2           2
1345                       20130501                11.75                     2           2
1346                       20130301               12.875                     2           2
1347                       20130501               12.125                     2           2
1348                       20130501                 12.5                     2           2
1349                       20130401               12.875                     2           2
1350                       20130401                11.25                     2           2
1351                       20130501                 11.5                     2           2
1352                       20130501                 11.5                   2.5           2
1353                       20130501               11.375                     2           2
1354                       20130501               11.875                     2           2
1355                       20130401                12.25                     2           2
1356                       20130401                12.75                     2           2
1357                       20130501               11.875                     2           2
1358                       20130501               11.875                     2           2
1359                       20130501               12.375                     2           2
1360                       20130501               11.875                     2           2
1361                       20130401               11.125                     2           2
1362                       20130501                11.75                     2           2
1363                       20130501                11.25                     2           2
1364                       20130401               11.375                     2           2
1365                       20130501               11.875                     2           2
1366                       20130501                11.25                     2           2
1367                       20130401               11.625                     2           2
1368                       20130501                12.25                     2           2
1369                       20130501                11.75                     2           2
1370                       20110601               13.375                 1.875           1
1371                       20110601               12.875                 1.875           1
1372                       20110601                13.25                 1.875           1
1373                       20110601                13.25                 1.875           1
1374                       20110601               13.375                 1.875           1
1375                       20110601                 12.5                     2           2
1376                       20130401                11.75                     2           2
1377                       20090601               12.625                     2           2
1378                       20110601               12.875                 1.875           2
1379                       20130201               12.375                     2           2
1380                       20130501               11.375                     2           2
1381                       20130501               11.625                     2           2
1382                       20130401                 12.5                     2           2
1383                       20130501                12.25                     2           2
1384                       20130501                11.75                     2           2
1385                       20130501               12.625                     2           2
1386                       20130401                11.75                     2           2
1387                       20130401                 11.5                     2           2
1388                       20130501                13.25                     2           2
1389                       20130501               11.875                     2           2
1390                       20130401                   12                     2           2
1391                       20130401                 12.5                     2           2
1392                       20130601               12.625                     2           2
1393                       20130501               11.375                     2           2
1394                       20130401               11.875                     2           2
1395                       20130501               11.875                     2           2
1396                       20130501               11.875                     2           2
1397                       20130401               12.625                     2           2
1398                       20130501               11.875                     2           2
1399                       20130501                 12.5                     2           2
1400                       20130501                   12                     2           2
1401                       20130501                 11.5                     2           2
1402                       20130501                   11                     2           2
1403                       20130701                13.25                     2           2
1404                       20110501                12.75                     2           2
1405                       20110501               12.625                     2           2
1406                       20110501               12.625                     2           2
1407                       20090401               11.875                     2           2
1408                       20110601                13.25                 1.875           1
1409                       20110601                   13                 1.875           1
1410                       20090701                12.25                 1.875           1
1411                       20111001                 11.5                     2           1
1412                       20110601               12.875                   2.5           2
1413                       20110601               13.125                     2           2
1414                       20130501               12.375                     2           2
1415                       20130401                   11                     2           2
1416                       20130501               11.875                     2           2
1417                       20130501               11.875                     2           2
1418                       20130501               11.625                     2           2
1419                       20130501               12.375                     2           2
1420                       20130401                11.75                     2           2
1421                       20130101               12.875                     2           1
1422                       20130501                11.75                 3.875           2
1423                       20130501               11.625                     2           2
1424                       20130501               11.875                     2           2
1425                       20130101               12.625                     2           2
1426                       20130101                12.25                     2           2
1427                       20130201                13.75                     2           2
1428                       20130101                 12.5                     2           2
1429                       20130401               10.875                     2           2
1430                       20130401               12.375                     2           2
1431                       20130401                   11                     2           2
1432                       20130401                 11.5                     2           2
1433                       20130301               13.875                     2           2
1434                       20130401               11.875                     2           2
1435                       20130401                   12                     2           2
1436                       20130501                   13                     2           2
1437                       20130401                 12.5                     2           2
1438                       20130501               12.375                     2           2
1439                       20130401               12.375                     2           2
1440                       20130401               11.125                     2           2
1441                       20130501                 11.5                     2           2
1442                       20130501                   12                     2           2
1443                       20130301                   13                     2           2
1444                       20130601               11.625                     2           1
1445                       20110601               13.125                 1.875           1
1446                       20110501                12.75                 1.875           1
1447                       20110601                   13                 1.875           1
1448                       20110601               13.375                 1.875           1
1449                       20110601               13.625                 1.875           1
1450                       20110601                13.25                 1.875           1
1451                       20090601                   12                 1.875           2
1452                       20110601               13.375                 1.875           1
1453                       20110601                 13.5                 1.875           1
1454                       20110601                 13.5                 1.875           1
1455                       20110601               13.375                 1.875           1
1456                       20110601                 13.5                 1.875           1
1457                       20110601                   13                 1.875           1
1458                       20110601                 13.5                 1.875           1
1459                       20110601                   13                 1.875           1
1460                       20110601                 13.5                 1.875           1
1461                       20110601               12.875                 1.875           1
1462                       20110601               12.875                 1.875           1
1463                       20110601                 13.5                 1.875           1
1464                       20090301                13.25                 1.875           1
1465                       20110601                13.75                 1.875           2
1466                       20110601                13.25                 1.875           1
1467                       20110601                12.75                 1.875           1
1468                       20110601               13.125                 1.875           1
1469                       20110601               13.125                 1.875           1
1470                       20110601               12.875                 1.875           1
1471                       20110601                 13.5                 1.875           1
1472                       20110501               12.625                 1.875           1
1473                       20110601                 13.5                 1.875           1
1474                       20110601                13.25                 1.875           1
1475                       20110501                   13                 1.875           1
1476                       20110601                   13                 1.875           1
1477                       20110601               12.875                 1.875           1
1478                       20110601                 13.5                 1.875           1
1479                       20110601               12.875                 1.875           1
1480                       20110601                   13                 1.875           1
1481                       20130401               11.375                 1.875           2
1482                       20110601                12.75                 1.875           1
1483                       20110601                13.25                 1.875           1
1484                       20110601                 13.5                 1.875           1
1485                       20110601                 13.5                 1.875           1
1486                       20110601               13.125                 1.875           1
1487                       20110601                13.25                 1.875           1
1488                       20110601                   13                 1.875           1
1489                       20110601                 13.5                 1.875           1
1490                       20110601                 13.5                 1.875           1
1491                       20110601                 13.5                 1.875           1
1492                       20110601                13.25                 1.875           1
1493                       20110601               12.625                 1.875           1
1494                       20090401               14.875                 1.875           2
1495                       20110401               12.875                 1.875           1
1496                       20110601                13.25                 2.375           1
1497                       20110701                13.25                 1.875           2
1498                       20110601                12.75                 1.875           2
1499                       20110601                 13.5                 1.875           1
1500                       20110601                 13.5                 1.875           1
1501                       20110601               12.875                 1.875           1
1502                       20110601                 13.5                 1.875           1
1503                       20080601                   13                 1.875           1
1504                       20110601                13.25                 5.125           1
1505                       20110601                13.25                 1.875           1
1506                       20090401               12.875                 1.875           2
1507                       20110601                13.25                 1.875           1
1508                       20110601                12.75                 1.875           1
1509                       20110601                   13                 1.875           1
1510                       20110601                 13.5                 1.875           1
1511                       20110601                 13.5                 1.875           1
1512                       20110601               12.875                 1.875           1
1513                       20110601               13.375                 1.875           1
1514                       20110501                12.75                 1.875           1
1515                       20110601                13.25                 1.875           1
1516                       20110601               12.875                 1.875           1
1517                       20110601                 13.5                 1.875           1
1518                       20110601                   13                 1.875           1
1519                       20110501               12.875                 1.875           1
1520                       20110601               13.375                 1.875           1
1521                       20090501                12.75                 1.875           1
1522                       20110601                13.25                 1.875           1
1523                       20110601               12.625                 1.875           1
1524                       20110601               12.875                 1.875           1
1525                       20110501               12.875                 1.875           1
1526                       20110501               12.875                 1.875           1
1527                       20090601               13.875                 1.875           1
1528                       20110501               13.375                 1.875           1
1529                       20110601                12.75                 1.875           1
1530                       20110601                13.75                 1.875           2
1531                       20130601               11.625                 1.875           1
1532                       20110601               13.375                 1.875           1
1533                       20130601                12.75                 1.875           2
1534                       20110601                   13                 1.875           1
1535                       20110601                13.25                 1.875           1
1536                       20110601                 13.5                 1.875           1
1537                       20110701                13.25                 1.875           1
1538                       20110601               13.625                 1.875           1
1539                       20120401                11.75                 1.875           2
1540                       20070101                   12                   2.5           1
1541                       20060801                   12                  1.75           1
1542                       20070101                   12                 4.125           1
1543                       20060801                   12                   3.5           1
1544                       20060801                   12                 4.375           1
1545                       20070101                   12                 3.125           1
1546                       20060801                   12                 2.625           1
1547                       20060901                   12                  2.75           6
1548                       20060901                   12                 3.625           6
1549                       20060901                18.75                 3.625           6
1550                       20060901                   12                   3.5           6
1551                       20060901                   12                 3.625           6
1552                       20060901                18.75                 1.875           6
1553                       20060901                   12                   3.5           6
1554                       20061001                17.75                 2.875           1
1555                       20060901                   12                   2.5           6
1556                       20060901                 17.5                 4.375           6
1557                       20060901                   12                  2.25           6
1558                       20060901               18.875                  3.25           6
1559                       20060901                   12                 3.625           6
1560                       20060901                   12                 2.125           6
1561                       20060901               11.375                 2.375           1
1562                       20060901                   12                 2.125           6
1563                       20060901               19.125                     2           6
1564                       20061001                   12                 3.875           6
1565                       20061001                18.75                   3.5           6
1566                       20061001                 18.5                     4           6
1567                       20060901                 12.5                  3.25           1
1568                       20061001                   12                  3.25           6
1569                       20061001                19.25                  3.25           6
1570                       20060901                17.25                 4.375           6
1571                       20060901                   18                     2           6
1572                       20061001               18.875                  4.25           6
1573                       20061001               19.625                   3.5           6
1574                       20061001               18.875                  4.25           6
1575                       20061001                   12                   3.5           6
1576                       20060901                   12                 2.375           6
1577                       20061001               18.875                  1.75           6
1578                       20061001                   12                   3.5           6
1579                       20061001                   12                 3.125           6
1580                       20060901                 18.5                  2.75           6
1581                       20061001                19.75                 2.625           6
1582                       20060901               17.875                 4.375           6
1583                       20061001                   12                 2.625           6
1584                       20061201                   12                 2.375           6
1585                       20130501               12.625                  4.25           2
1586                       20130401               11.375                     2           2
1587                       20130501                11.25                     2           2
1588                       20130501                 12.5                     2           2
1589                       20061201                 11.5                     2           1
1590                       20061001                 8.75                 2.875           2
1591                       20110601               12.625                     2           2
1592                       20110501                   13                 1.875           1
1593                       20110601               14.125                 1.875           2
1594                       20110601                13.25                 1.875           1
1595                       20110601                 13.5                 1.875           1
1596                       20110501                   13                 1.875           1
1597                       20110601               12.625                 1.875           1
1598                       20110601               12.875                 1.875           1
1599                       20110501                13.25                 1.875           1
1600                       20110601                 13.5                 1.875           1
1601                       20090501                11.75                 1.875           1
1602                       20110601               13.125                 1.875           1
1603                       20110601                12.75                 1.875           1
1604                       20090601               13.625                 1.875           1
1605                       20110601               12.875                 1.875           1
1606                       20110501                 13.5                 1.875           1
1607                       20110601                 13.5                 1.875           1
1608                       20110501               12.625                 1.875           1
1609                       20110501               13.625                 1.875           1
1610                       20110601               12.625                 1.875           1
1611                       20110601                 13.5                 1.875           1
1612                       20130601               13.125                 1.875           1
1613                       20110601                13.25                 1.875           1
1614                       20110501               13.875                 1.875           2
1615                       20110501               13.375                 1.875           1
1616                       20110601               12.875                 1.875           1
1617                       20110601                 13.5                 1.875           1
1618                       20090501               12.375                 1.875           1
1619                       20110601                 13.5                 1.875           1
1620                       20080501               12.375                 1.875           1
1621                       20110501                13.25                     2           1
1622                       20130601                   11                 1.875           1
1623                       20080501               14.125                 1.875           1
1624                       20110601               12.625                     2           1
1625                       20090501                   13                 1.875           1
1626                       20110501               12.875                 1.875           1
1627                       20090601               12.875                 1.875           2
1628                       20060901                 11.5                 1.875           0
1629                       20110601                 13.5                 1.875           1
1630                       20110501                13.25                 1.875           1
1631                       20110601               12.875                 1.875           1
1632                       20090601               12.625                 1.875           2
1633                       20110701               15.625                 1.875           2
1634                       20110701                12.75                 4.625           1
1635                       20090601                   12                 1.875           1
1636                       20110601                 13.5                 1.875           1
1637                       20110701                 22.5                 1.875           1
1638                       20110201                12.75                     2           1
1639                       20110301                13.75                 1.875           2
1640                       20110301                13.25                 1.875           1
1641                       20110301               14.125                 1.875           2
1642                       20070301                   13                 1.875           2
1643                       20070301                13.25                 1.875           2
1644                       20080301               11.625                 1.875           1
1645                       20070301                   11                 1.875           2
1646                       20070201                 12.5                 1.875           2
1647                       20090201                12.25                 1.875           2
1648                       20090301                 12.5                 1.875           2
1649                       20080301               12.125                 2.875           1
1650                       20070301                12.75                 1.875           2
1651                       20090301                12.25                 1.875           1
1652                       20070301                   11                 1.875           2
1653                       20070301               12.625                 1.875           2
1654                       20070201               12.625                 1.875           2
1655                       20070301               13.125                 1.875           2
1656                       20070301               12.375                 1.875           2
1657                       20070301               12.875                 1.875           2
1658                       20070301               12.875                 1.875           2
1659                       20090301                12.25                 1.875           2
1660                       20060801               11.875                 1.875           1
1661                       20110101                13.25                 2.375           1
1662                       20060901                11.25                     2           2
1663                       20080601                 11.5                   2.5           1
1664                       20110401               12.875                 1.875           1
1665                       20061001                   12                 2.375           1
1666                       20110401               13.125                   3.5           1
1667                       20110401                13.25                 2.375           1
1668                       20061001                   12                 2.375           1
1669                       20080401               13.875                   3.5           1
1670                       20110401                   14                 3.625           1
1671                       20110401                12.75                 2.375           1
1672                       20061101                   12                 2.375           1
1673                       20061001                   12                   3.5           1
1674                       20130401               11.625                 4.375           2
1675                       20130401                10.75                     2           2
1676                       20130401                11.75                     2           2
1677                       20130301                12.25                     2           2
1678                       20130301                12.75                     2           2
1679                       20110601               12.625                     2           2
1680                       20110401                12.75                     2           2
1681                       20110601               12.625                     2           1
1682                       20060801                   12                 1.875           1
1683                       20060901                   12                 4.375           6
1684                       20060901                 19.5                     3           6
1685                       20061001                 19.5                  4.25           6
1686                       20060901                 9.95                  4.25           1
1687                       20061001                   12                 2.125           6
1688                       20061001                   12                  3.25           6
1689                       20110501               12.625                   3.5           2
1690                       20070101                 9.75                     2           1
1691                       20130201               11.625                  2.44           2
1692                       20090601               12.875                     2           2
1693                       20110501               12.625                 1.875           2
1694                       20110601               12.625                     2           2
1695                       20110501                13.25                     2           2
1696                       20110501                12.75                     2           2
1697                       20110501                 13.5                     2           2
1698                       20110601               12.875                     2           2
1699                       20110501               12.625                     2           2
1700                       20110601               12.875                     2           2
1701                       20110501               12.625                     2           2
1702                       20110601               12.625                     2           2
1703                       20110601                12.75                     2           2
1704                       20110601                13.25                     2           2
1705                       20110601               12.625                     2           2
1706                       20110601               12.625                     2           2
1707                       20110601                12.75                     2           2
1708                       20110601               12.625                     2           2
1709                       20110601               12.625                     2           2
1710                       20110601               12.625                     2           2
1711                       20110701               13.625                     2           2
1712                       20110601               12.625                     2           2
1713                       20090701               13.875                     2           2
1714                       20110601                12.75                     2           2
1715                       20090501                12.75                     2           2
1716                       20110601                12.75                     2           2
1717                       20110601               12.875                     2           2
1718                       20070501                   14                     2           2
1719                       20070201                12.75                   2.5           2
1720                       20091001                10.54                 2.375           1
1721                       20070201                 12.5                 1.875           1
1722                       20090301                 11.5                   3.5           2
1723                       20061201               12.625                 2.625           2
1724                       20110401               13.875                     2           2
1725                       20110701                12.75                     2           1
1726                       20080301                11.75                 1.375           1
1727                       20110701               12.875                     2           1
1728                       20090501                14.25                 1.875           2
1729                       20110701               13.125                 1.875           1
1730                       20110601               13.125                 1.875           1
1731                       20110601                 13.5                 1.875           1
1732                       20110601                 13.5                 1.875           1
1733                       20110601               12.875                 1.875           1
1734                       20110601               12.875                 1.875           1
1735                       20110601                12.75                 1.875           1
1736                       20110601                13.25                 1.875           1
1737                       20110601               12.625                 1.875           1
1738                       20110601               12.625                 1.875           1
1739                       20110601               12.625                 1.875           1
1740                       20110601               12.625                 1.875           1
1741                       20110601               12.625                 1.875           1
1742                       20090601                   13                 1.875           2
1743                       20110601                12.75                 1.875           1
1744                       20110601               12.625                 1.875           1
1745                       20110601               12.875                 1.875           1
1746                       20110601                 13.5                 1.875           1
1747                       20110601                 13.5                 1.875           1
1748                       20110601               12.625                 1.875           1
1749                       20110701                   21                 1.875           2
1750                       20110701               13.375                 1.875           1
1751                       20110601               12.875                 1.875           1
1752                       20110601                 13.5                 1.875           1
1753                       20110601                   13                 1.875           1
1754                       20110701                   12                 1.875           1
1755                       20110601                12.75                 1.875           1
1756                       20110601                 13.5                 1.875           1
1757                       20110601                14.25                 1.875           2
1758                       20110601                13.25                 1.875           1
1759                       20110601                11.75                 1.875           1
1760                       20110601                   13                 1.875           1
1761                       20110601                 13.5                 1.875           1
1762                       20110601               12.875                 1.875           1
1763                       20110601                 13.5                 1.875           1
1764                       20110601                 13.5                 1.875           1
1765                       20080401               11.875                 1.875           1
1766                       20110701               13.375                     2           1
1767                       20110601                   13                 1.875           1
1768                       20110701               12.875                 1.875           1
1769                       20110601               12.875                 1.875           1
1770                       20110701                 13.5                 1.875           1
1771                       20110501                12.75                 1.875           1
1772                       20110501                12.75                 1.875           1
1773                       20110501               13.125                 1.875           1
1774                       20110601               12.875                 1.875           1
1775                       20090601                   13                 1.875           2
1776                       20110601                 13.5                 4.625           1
1777                       20110601                12.75                 1.875           1
1778                       20110601                 13.5                 1.875           1
1779                       20110601                14.75                 1.875           1
1780                       20110601                 13.5                 1.875           1
1781                       20110601               12.875                 1.875           1
1782                       20130401                12.75                 1.875           1
1783                       20110601                13.25                 1.875           2
1784                       20110601               12.875                 1.875           1
1785                       20110601                13.25                 1.875           1
1786                       20110601                13.25                 1.875           1
1787                       20110601                13.25                 1.875           1
1788                       20110601                   13                 1.875           1
1789                       20110601               12.875                 1.875           1
1790                       20110601               13.125                 1.875           1
1791                       20110601                13.75                 1.875           1
1792                       20110601               12.875                 1.875           1
1793                       20110601               12.875                 1.875           1
1794                       20110601                13.25                 1.875           1
1795                       20110601                 13.5                 1.875           1
1796                       20061001               12.875                 1.875           2
1797                       20110601                 13.5                 2.375           1
1798                       20110601                   13                 1.875           1
1799                       20110601                13.25                 1.875           1
1800                       20110601                   13                 1.875           1
1801                       20110601                 13.5                 1.875           1
1802                       20110601                12.75                 1.875           1
1803                       20110601               13.375                 1.875           1
1804                       20110601               12.875                 1.875           1
1805                       20110601                 13.5                 1.875           1
1806                       20110601                 13.5                 1.875           1
1807                       20110601               14.125                 1.875           2
1808                       20110601                12.75                 2.375           1
1809                       20130601               12.875                 1.875           1
1810                       20110601                12.75                 1.875           1
1811                       20130601                 13.5                 1.875           1
1812                       20110701                12.75                 1.875           1
1813                       20110601               14.375                 1.875           2
1814                       20110601                 13.5                 1.875           1
1815                       20110601                12.75                 1.875           1
1816                       20110601                 13.5                 1.875           1
1817                       20110601                 13.5                 1.625           1
1818                       20121001               11.625                 1.875           1
1819                       20110601                 13.5                 1.875           1
1820                       20110601                13.25                 1.875           1
1821                       20110701                13.75                 1.875           2
1822                       20110601                   13                 1.875           1
1823                       20110601                 13.5                 1.875           1
1824                       20110601               13.125                 1.875           1
1825                       20110601               14.375                 1.875           2
1826                       20110601                   13                 1.875           1
1827                       20110601                 13.5                 1.875           1
1828                       20110601                13.25                 1.875           1
1829                       20110601                12.75                 1.875           1
1830                       20110601               12.875                 1.875           1
1831                       20110601                   13                 1.875           1
1832                       20110601                13.25                 1.875           1
1833                       20110601                 13.5                 1.875           1
1834                       20110601                 13.5                 1.875           1
1835                       20110601                12.75                 1.875           1
1836                       20110601                12.75                 1.875           1
1837                       20110601                 13.5                 1.875           1
1838                       20110601                   14                 1.875           2
1839                       20110601                12.75                 1.875           1
1840                       20110601                13.25                 1.875           1
1841                       20110601                 13.5                 1.875           1
1842                       20110601               12.875                 1.875           1
1843                       20110601                 13.5                 1.875           1
1844                       20110601                 13.5                 1.875           1
1845                       20090501               14.875                 1.875           2
1846                       20110601                 13.5                 4.625           1
1847                       20110601               13.375                 1.875           1
1848                       20110601               13.875                 1.875           2
1849                       20080601                   12                 1.875           1
1850                       20110601                 13.5                 4.681           1
1851                       20080601               14.125                 1.875           1
1852                       20110601               13.125                     2           1
1853                       20110601                12.75                 1.875           1
1854                       20110601               12.875                 1.875           1
1855                       20110601                13.25                 1.875           1
1856                       20110501               12.875                 1.875           1
1857                       20110501                12.75                 1.875           1
1858                       20110601                 13.5                 1.875           1
1859                       20110601                13.25                 1.875           1
1860                       20110601                 13.5                 1.875           1
1861                       20110601                13.25                 1.875           1
1862                       20110601               13.125                 1.875           1
1863                       20110601                12.75                 1.875           1
1864                       20110601                 13.5                 1.875           1
1865                       20110401               14.875                 1.875           2
1866                       20110601                12.75                 1.875           1
1867                       20110601                13.25                 1.875           1
1868                       20090601               12.625                 1.875           1
1869                       20110601                   13                 1.875           1
1870                       20110601                 13.5                 1.875           1
1871                       20110601                13.25                 1.875           1
1872                       20110601               12.875                 1.875           1
1873                       20110601               13.375                 1.875           1
1874                       20110601                 13.5                 1.875           1
1875                       20110601               12.875                 1.875           1
1876                       20110601                 13.5                 1.875           1
1877                       20110601                 13.5                 1.875           1
1878                       20110501                12.75                 1.875           1
1879                       20110601               12.875                 1.875           1
1880                       20110501                 14.5                 1.875           2
1881                       20110601               13.125                 2.375           1
1882                       20110601               13.375                 1.875           1
1883                       20110601               12.875                 1.875           1
1884                       20110601               12.875                 1.875           1
1885                       20110601                   13                 1.875           1
1886                       20110601               12.875                 1.875           1
1887                       20110601                12.75                 1.875           1
1888                       20110601                 13.5                 1.875           1
1889                       20110501               13.375                 1.875           1
1890                       20090601                12.25                 1.875           1
1891                       20110501                 13.5                 1.875           1
1892                       20110501               12.875                 1.875           1
1893                       20110701                12.75                 1.875           1
1894                       20110701                12.75                 1.875           1
1895                       20110601                13.25                 1.875           1
1896                       20110601               13.125                 1.875           1
1897                       20110701                 13.5                 1.875           1
1898                       20110601                12.75                 1.875           1
1899                       20110701                 13.5                 1.875           1
1900                       20110601                13.25                 1.875           1
1901                       20110601                 13.5                 1.875           1
1902                       20110601               12.875                 1.875           1
1903                       20110601                12.75                 1.875           1
1904                       20110601                12.75                 1.875           1
1905                       20110601                 13.5                 1.875           1
1906                       20110601                 13.5                 1.875           1
1907                       20110601                 13.5                 1.875           1
1908                       20110601                 13.5                 1.875           1
1909                       20110601                 13.5                 1.875           1
1910                       20110601                 13.5                 1.875           1
1911                       20110601                   13                 1.875           1
1912                       20110601                 13.5                 1.875           1
1913                       20110601               13.375                 1.875           1
1914                       20110601               13.125                 1.875           1
1915                       20110601                 13.5                 1.875           1
1916                       20110601               12.875                 1.875           1
1917                       20110601                   13                 1.875           1
1918                       20110601                   13                 1.875           1
1919                       20110601                12.75                 1.875           1
1920                       20110601                 13.5                 1.875           1
1921                       20110601                 13.5                 1.875           1
1922                       20110601               12.875                 1.875           1
1923                       20110601               12.875                 1.875           1
1924                       20110601               12.875                 1.875           1
1925                       20110601               13.125                 1.875           1
1926                       20110601               12.875                 1.875           1
1927                       20110601               13.125                 1.875           1
1928                       20110601               13.125                 1.875           1
1929                       20110601               13.125                 1.875           1
1930                       20110601                 13.5                 1.875           1
1931                       20110601                 13.5                 1.875           1
1932                       20110601                 13.5                 1.875           1
1933                       20110601               13.125                 1.875           1
1934                       20110701               13.125                 1.875           1
1935                       20110501                   14                 1.875           2
1936                       20110601                12.75                 2.375           1
1937                       20110601                   13                 1.875           1
1938                       20110601                12.75                 1.875           1
1939                       20110601                 13.5                 1.875           1
1940                       20110601                 13.5                 1.875           1
1941                       20110601                12.75                 1.875           1
1942                       20080601                12.65                 1.875           1
1943                       20090501                13.75                     2           2
1944                       20110601                12.75                 1.875           1
1945                       20110501                12.75                 1.875           1
1946                       20090601                 12.5                 1.875           1
1947                       20110601               12.875                 1.875           1
1948                       20110601               13.125                 1.875           1
1949                       20110601                 13.5                 1.875           1
1950                       20110601                   13                 1.875           1
1951                       20110501               12.875                 1.875           1
1952                       20090501               12.125                 1.875           1
1953                       20110501                   13                 1.875           1
1954                       20110501               13.125                 1.875           1
1955                       20110501                   13                 1.875           1
1956                       20110601               12.875                 1.875           1
1957                       20110601               12.875                 1.875           1
1958                       20110601                 13.5                 1.875           1
1959                       20110601                 13.5                 1.875           1
1960                       20110601               12.625                 1.875           1
1961                       20110601               12.875                 1.875           1
1962                       20110401                13.75                 1.875           2
1963                       20110601                 13.5                 1.875           1
1964                       20110601               12.875                 1.875           1
1965                       20110601                 13.5                 1.875           1
1966                       20110601                 13.5                 1.875           1
1967                       20110601                 13.5                 1.875           1
1968                       20130601                 13.5                 1.875           2
1969                       20130601               12.125                     2           2
1970                       20060801                   13                     2           0
1971                       20061101               13.875                   1.5           0
1972                       20130501               12.875                 1.875           2
1973                       20130501               12.875                 1.875           2
1974                       20110501                13.75                 1.875           2
1975                       20130501               12.875                 1.875           2
1976                       20130501               13.375                 1.875           2
1977                       20110501               12.875                 1.875           1
1978                       20110501                12.75                 1.875           1
1979                       20110501               12.625                 1.875           1
1980                       20110501               12.625                 1.875           1
1981                       20110501               12.625                 1.875           1
1982                       20110501                 13.5                 1.875           1
1983                       20110501                12.75                 1.875           1
1984                       20130501                11.25                 1.875           2
1985                       20130501               11.375                 2.375           2
1986                       20130501               11.875                 1.875           2
1987                       20080501                11.75                 1.875           1
1988                       20110501               12.625                     2           1
1989                       20080501               12.125                 1.875           1
1990                       20080501                   12                     2           1
1991                       20080501                11.75                     2           1
1992                       20080501                12.25                     2           1
1993                       20110501               13.125                     2           1
1994                       20080501               11.625                 2.375           1
1995                       20110501               12.625                 1.875           1
1996                       20080501               11.375                 1.875           1
1997                       20090101                 11.5                 2.375           2
1998                       20110501                 13.5                 2.125           1
1999                       20090501               12.125                 1.875           2
2000                       20090501                12.75                 1.875           2
2001                       20130501               10.875                 1.875           2
2002                       20130501               11.375                 2.375           2
2003                       20130501                11.25                 2.375           2
2004                       20080501               11.875                 2.375           1
2005                       20110501                12.75                     2           1
2006                       20110501               12.625                 1.875           1
2007                       20090501               12.625                 1.875           2
2008                       20090501                9.875                 1.875           2
2009                       20090501               12.875                 1.875           2
2010                       20080501               11.875                 1.875           1
2011                       20130501               12.375                     2           2
2012                       20130401               11.375                 1.875           2
2013                       20090501                12.75                 2.125           2
2014                       20130501               11.625                 1.875           2
2015                       20090501               12.625                 1.875           2
2016                       20130501               12.125                 1.875           2
2017                       20130501                10.75                 1.875           2
2018                       20080501               11.875                 1.875           1
2019                       20090301                   12                     2           2
2020                       20130501                 11.5                 2.125           2
2021                       20130501                 11.5                 1.875           2
2022                       20080501                11.75                 1.875           1
2023                       20080501               11.375                     2           1
2024                       20080501               11.375                     2           1
2025                       20130501               11.375                     2           2
2026                       20130501                11.75                 2.375           2
2027                       20080501               12.625                 2.375           1
2028                       20080501               12.625                     2           1
2029                       20090401                11.25                     2           1
2030                       20130401               13.125                 1.875           2
2031                       20130401               12.875                 1.875           2
2032                       20101101                12.75                 1.875           1
2033                       20110101               12.875                 4.625           1
2034                       20110101               12.875                 4.625           1
2035                       20110101               12.875                 4.625           1
2036                       20110101               12.875                 4.625           1
2037                       20110401               12.875                 4.625           1
2038                       20110401                12.75                  2.25           1
2039                       20110401                   13                 1.875           1
2040                       20110101                12.75                 1.875           1
2041                       20101101                12.75                  2.25           1
2042                       20101001               12.875                 4.625           1
2043                       20101001                12.75                 4.625           1
2044                       20100901                12.75                 4.625           1
2045                       20110101                12.75                 4.625           1
2046                       20101001                12.75                 4.625           1
2047                       20110701                14.25                 4.625           2
2048                       20110701                   21                 1.875           1
2049                       20110701               13.625                 1.875           1
2050                       20110701                13.25                 1.875           1
2051                       20110701               12.875                 1.875           1
2052                       20110701               13.625                 1.875           1
2053                       20110701                 13.5                 1.875           1
2054                       20110701               12.875                 1.875           1
2055                       20110701                 13.5                 1.875           1
2056                       20110701                 13.5                 1.875           1
2057                       20110701               12.625                 1.875           1
2058                       20110701                 14.5                 1.875           2
2059                       20110701                13.25                 1.875           1
2060                       20110701                 13.5                 1.875           1
2061                       20110701               13.125                 1.875           1
2062                       20110701               12.625                 1.875           1
2063                       20110701               12.625                 1.875           1
2064                       20110701                 13.5                 1.875           1
2065                       20110701                20.75                 1.875           1
2066                       20110701                   22                 1.875           1
2067                       20110701                20.25                 1.875           1
2068                       20110701               20.745                 1.875           1
2069                       20110701               12.875                 1.875           1
2070                       20110701                   13                 1.875           1
2071                       20110701                12.75                 1.875           1
2072                       20110701               14.375                 1.875           2
2073                       20110701               12.875                 2.375           1
2074                       20110701                13.25                 1.875           1
2075                       20110701                 14.5                 1.875           2
2076                       20110701                   13                 2.375           1
2077                       20110701                 14.5                 1.875           2
2078                       20090701                 12.5                 2.375           1
2079                       20110701                 13.5                 1.875           1
2080                       20110601               13.875                 1.875           2
2081                       20110701                12.75                 2.375           1
2082                       20130701                13.25                 1.875           2
2083                       20110701                   13                 1.875           1
2084                       20110701                13.75                 1.875           1
2085                       20110701                13.25                 1.875           1
2086                       20110701                13.75                 1.875           1
2087                       20110701               13.625                 1.875           2
2088                       20110701                13.75                 1.875           2
2089                       20110701                13.75                 1.875           1
2090                       20110701               12.875                 1.875           1
2091                       20110701                12.75                 1.875           1
2092                       20110701               13.375                 1.875           1
2093                       20110701                   13                 1.875           1
2094                       20110701                   13                 1.875           1
2095                       20110701               13.125                 1.875           1
2096                       20110701               12.625                 1.875           1
2097                       20110701                13.25                 1.875           1
2098                       20110701               13.375                 1.875           1
2099                       20110701               13.375                 1.875           1
2100                       20110701               13.375                 1.875           1
2101                       20110701               12.875                 1.875           1
2102                       20110701                12.75                 1.875           1
2103                       20110601               12.875                 1.875           1
2104                       20110701                 13.5                 1.875           1
2105                       20110601               13.875                 1.875           1
2106                       20110701                12.75                 1.875           1
2107                       20110701                13.75                 1.875           2
2108                       20110701               12.875                 1.875           1
2109                       20110601                13.75                 1.875           2
2110                       20110701               12.875                 2.375           1
2111                       20110701               12.875                 1.875           1
2112                       20110701               12.625                 1.875           1
2113                       20110701               13.625                 1.875           2
2114                       20110701               13.625                 1.875           2
2115                       20110701                13.25                 1.875           1
2116                       20110601                 13.5                 1.875           1
2117                       20110601                12.75                 1.875           1
2118                       20110701                 22.5                 1.875           1
2119                       20110601                12.75                 1.875           1
2120                       20110701               12.875                 1.875           1
2121                       20110601               12.625                 1.875           1
2122                       20110701               12.625                 1.875           1
2123                       20110701                 13.5                 1.875           1
2124                       20110701               13.625                 1.875           1
2125                       20110701               12.875                 1.875           1
2126                       20110701                   13                 1.875           1
2127                       20110701               12.875                 1.875           1
2128                       20110701               12.875                 1.875           1
2129                       20110701                   13                 1.875           1
2130                       20090701               12.875                 1.875           2
2131                       20110701                   14                 1.875           2
2132                       20110501               12.875                 4.625           2
2133                       20110701                   13                 1.875           1
2134                       20110701                13.25                 1.875           1
2135                       20110701                13.25                 1.875           1
2136                       20130701               11.875                 1.875           1
2137                       20110701                13.75                 1.875           1
2138                       20110701               12.625                 1.875           1
2139                       20110701                12.75                 1.875           1
2140                       20110601                14.25                 1.875           2
2141                       20110701               12.875                 2.375           1
2142                       20110701                   13                 1.875           1
2143                       20110701               12.875                 1.875           1
2144                       20110701               12.625                 1.875           1
2145                       20110701               13.125                 1.875           1
2146                       20110701                12.75                 1.875           1
2147                       20110701                   22                 1.875           1
2148                       20110701                   13                 1.875           1
2149                       20110701               12.625                 1.875           1
2150                       20110701                   14                 1.875           2
2151                       20090701               12.375                 1.875           1
2152                       20110601               12.875                 1.875           1
2153                       20110701               13.125                 1.875           1
2154                       20110701                13.75                 1.875           1
2155                       20110601                 20.5                 1.875           1
2156                       20110601                 13.5                 1.875           1
2157                       20110701               13.625                 1.875           1
2158                       20110601                12.75                 1.875           1
2159                       20110701                13.75                 1.875           1
2160                       20110701                12.75                 1.875           1
2161                       20110701                13.25                 1.875           1
2162                       20110601               12.875                 1.875           1
2163                       20110701               13.625                 1.875           1
2164                       20090701               13.125                 1.875           1
2165                       20110701               13.375                 1.875           1
2166                       20110701                13.25                 1.875           1
2167                       20110701                 13.5                 1.875           1
2168                       20110701                 13.5                 1.875           1
2169                       20130701                 13.5                 1.875           1
2170                       20090401                   13                 1.875           2
2171                       20110701                   13                 1.875           1
2172                       20110701                 13.5                 2.625           1
2173                       20110701               12.875                 1.875           1
2174                       20110701               13.125                 1.875           1
2175                       20110701               13.125                 1.875           1
2176                       20110701               12.625                 1.875           1
2177                       20110701               12.625                 1.875           1
2178                       20110701               12.875                 1.875           1
2179                       20110701                   13                 1.875           1
2180                       20110701                12.75                 1.875           1
2181                       20110701                 13.5                 1.875           1
2182                       20110701               13.375                 1.875           1
2183                       20110601                12.75                 1.875           1
2184                       20110701                12.75                 1.875           1
2185                       20130501               11.625                 1.875           1
2186                       20110701                12.75                 1.875           1
2187                       20110601                12.75                 1.875           1
2188                       20110701                13.75                 1.875           1
2189                       20110601                12.75                 1.875           1
2190                       20110701                 13.5                 1.875           1
2191                       20110701                   13                 1.875           1
2192                       20110601                   13                 1.875           1
2193                       20110601               13.125                 1.875           1
2194                       20110601                13.25                 1.875           1
2195                       20110701               12.625                 1.875           1
2196                       20130601               12.875                 1.875           1
2197                       20110701               12.875                 1.875           1
2198                       20110601                12.75                 1.875           1
2199                       20110601               12.625                 1.875           2
2200                       20110601                12.25                 1.875           1
2201                       20130601                 11.5                 1.875           1
2202                       20110601                   13                 1.875           1
2203                       20110601                 13.5                 1.875           1
2204                       20110601               12.875                 1.875           1
2205                       20110601                   13                 1.875           1
2206                       20110701                   13                 1.875           1
2207                       20110701                 13.5                 1.875           1
2208                       20110601                 13.5                 1.875           1
2209                       20110701                   13                 1.875           1
2210                       20110701                13.25                 1.875           1
2211                       20110701               13.625                 1.875           1
2212                       20110701               12.875                 1.875           1
2213                       20110701                 13.5                 1.875           1
2214                       20110701                12.75                 1.875           1
2215                       20110701                 13.5                 1.875           1
2216                       20110701               13.625                 2.375           1
2217                       20130401               11.875                 1.875           1
2218                       20110701                   13                 1.875           1
2219                       20110701               13.125                 1.875           1
2220                       20110701                13.75                 1.875           1
2221                       20110601                   13                 1.875           1
2222                       20110701                 13.5                 1.875           1
2223                       20110701               13.125                 1.875           1
2224                       20110701                 13.5                 1.875           1
2225                       20110701               13.125                 1.875           1
2226                       20110701               13.875                 1.875           2
2227                       20110701                13.25                 1.875           1
2228                       20110701               13.375                 1.875           1
2229                       20110701               13.375                 1.875           1
2230                       20110701               12.875                 1.875           1
2231                       20110701                13.25                 1.875           1
2232                       20110701                13.25                 1.875           1
2233                       20110701                13.25                 1.875           1
2234                       20110701               13.375                 1.875           1
2235                       20110701               12.875                 1.875           1
2236                       20110601               13.625                 1.875           2
2237                       20110701                   22                 2.375           1
2238                       20110701                20.75                 1.875           1
2239                       20110701                12.75                 1.875           1
2240                       20090601                13.75                 1.875           1
2241                       20110601               12.625                 1.875           1
2242                       20110701                   13                 1.875           1
2243                       20110701               13.125                 1.875           1
2244                       20110601               12.875                 1.875           1
2245                       20110701                 13.5                 1.875           1
2246                       20110701                 13.5                 1.875           1
2247                       20110701               12.875                 1.875           1
2248                       20110701               13.375                 1.875           1
2249                       20110701               13.375                 1.875           1
2250                       20110601               13.625                 1.875           2
2251                       20110601               13.875                 1.875           2
2252                       20110701               13.125                 2.375           1
2253                       20110701                 13.5                 1.875           1
2254                       20110701               13.375                 1.875           1
2255                       20110701               13.125                 1.875           1
2256                       20110701                 13.5                 1.875           1
2257                       20110701                 13.5                 1.875           1
2258                       20110701                 13.5                 1.875           1
2259                       20110701                12.75                 1.875           1
2260                       20110701                 13.5                 1.875           1
2261                       20110701               12.625                 1.875           1
2262                       20110701               13.375                 1.875           1
2263                       20110601               12.625                 1.875           1
2264                       20110601               12.875                 1.875           1
2265                       20110601               13.375                 1.875           1
2266                       20110801                   13                 1.875           1
2267                       20110601                 13.5                 1.875           1
2268                       20110601                12.75                 1.875           1
2269                       20110601               12.875                 4.625           1
2270                       20110601                13.25                 1.875           1
2271                       20110701               12.875                 1.875           1
2272                       20110701               13.625                 1.875           1
2273                       20110701                13.75                 1.875           2
2274                       20110601               12.875                 1.875           1
2275                       20110601               12.875                 1.875           1
2276                       20110701                 13.5                 1.875           1
2277                       20110601                13.25                 1.875           1
2278                       20110601               13.375                 1.875           1
2279                       20110601                12.75                 1.875           1
2280                       20110601                   13                 1.875           1
2281                       20110701                   13                 1.875           1
2282                       20110701                   13                 1.875           1
2283                       20110701               12.875                 1.875           1
2284                       20110701                13.25                 1.875           1
2285                       20110701               12.875                 1.875           1
2286                       20110701               13.125                 1.875           1
2287                       20110701                12.75                 1.875           1
2288                       20110701                12.75                 1.875           1
2289                       20110701               13.375                 1.875           1
2290                       20110701               12.875                 1.875           1
2291                       20110701                 13.5                 1.875           1
2292                       20110701                   13                 1.875           1
2293                       20110701               12.875                 1.875           1
2294                       20110701               12.875                 1.875           1
2295                       20110701               13.625                 1.875           1
2296                       20110701               13.875                 1.875           2
2297                       20110701                 13.5                 1.875           1
2298                       20110701                   13                 1.875           1
2299                       20110701                12.75                 1.875           1
2300                       20110601               12.875                 1.875           1
2301                       20110601                 13.5                 1.875           1
2302                       20110701                 13.5                 1.875           1
2303                       20110601                   13                 1.875           1
2304                       20110701                 13.5                 1.875           1
2305                       20110701                   13                 1.875           1
2306                       20110701                 13.5                 1.875           1
2307                       20110601               13.875                 1.875           1
2308                       20110701               12.625                 1.875           1
2309                       20090101               12.875                 1.875           1
2310                       20110701               13.125                     4           1
2311                       20110701                   21                 1.875           1
2312                       20110701                   13                 1.875           1
2313                       20110701               13.125                 1.875           1
2314                       20110701               13.375                 1.875           1
2315                       20110701                13.25                 1.875           1
2316                       20110701                13.25                 1.875           1
2317                       20110701               13.625                 1.875           1
2318                       20110601                 13.5                 1.875           1
2319                       20110601                12.75                 1.875           1
2320                       20110601               12.875                 1.875           1
2321                       20110601               12.875                 1.875           1
2322                       20110701               13.375                 1.875           1
2323                       20110701               13.625                 1.875           1
2324                       20110701               13.125                 1.875           1
2325                       20110701               13.125                 1.875           1
2326                       20110701                13.75                 1.875           1
2327                       20110701                14.25                 1.875           2
2328                       20110601                13.75                 1.875           2
2329                       20110701                13.25                 1.875           1
2330                       20110701                 13.5                 1.875           1
2331                       20110701               12.875                 1.875           1
2332                       20110701                 13.5                 1.875           1
2333                       20110701               12.875                 1.875           1
2334                       20110601               13.625                 1.875           2
2335                       20110701               12.625                 1.875           1
2336                       20110601               14.125                 1.875           2
2337                       20110701                13.75                 1.875           2
2338                       20110701                 13.5                 1.875           1
2339                       20110701                 13.5                 1.875           1
2340                       20110701                 13.5                 1.875           1
2341                       20110601                12.75                 1.875           1
2342                       20110601                 13.5                 1.875           1
2343                       20110601               12.875                 1.875           1
2344                       20110601               12.625                 1.875           1
2345                       20110601               12.875                 1.875           1
2346                       20110601               13.375                 1.875           1
2347                       20080301                12.75                 1.875           1
2348                       20110601               12.625                     4           1
2349                       20130601               11.875                 1.875           1
2350                       20110601                12.75                 1.875           1
2351                       20090601                 13.5                 1.875           1
2352                       20110601                13.25                 1.875           1
2353                       20110701                   13                 1.875           1
2354                       20110601               12.875                 1.875           1
2355                       20110601                13.25                 1.875           1
2356                       20110701               12.625                 1.875           1
2357                       20110701                12.75                 1.875           1
2358                       20110701               12.875                 1.875           1
2359                       20090701                14.25                 1.875           1
2360                       20110701               12.875                 1.875           1
2361                       20110701                12.75                 1.875           1
2362                       20110701                13.25                 1.875           1
2363                       20110701                 13.5                 1.875           1
2364                       20110701                 13.5                 1.875           1
2365                       20110701                 13.5                 1.875           1
2366                       20110701                 13.5                 1.875           1
2367                       20110701                 14.5                 1.875           2
2368                       20110701                13.25                 1.875           1
2369                       20110701                 13.5                 1.875           1
2370                       20110701               12.875                 1.875           1
2371                       20110701                 13.5                 1.875           1
2372                       20110601               13.375                 1.875           1
2373                       20110601               13.375                 1.875           1
2374                       20110601                 13.5                 1.875           1
2375                       20110601               12.625                 1.875           1
2376                       20110701                 13.5                 1.875           1
2377                       20110701               13.125                 1.875           1
2378                       20110701               13.375                 1.875           1
2379                       20110701                 13.5                 1.875           1
2380                       20110601               12.625                 1.875           1
2381                       20110601                12.75                 1.875           1
2382                       20110601                   13                 1.875           1
2383                       20110601                   13                 1.875           1
2384                       20110701               12.875                 1.875           1
2385                       20110601               13.125                 1.875           1
2386                       20110601                   13                 1.875           1
2387                       20110701                 13.5                 1.875           1
2388                       20110701                   13                 1.875           1
2389                       20110601                13.25                 1.875           1
2390                       20110601                 13.5                 1.875           1
2391                       20110701               12.875                 1.875           1
2392                       20110701                 13.5                 1.875           1
2393                       20110701                 13.5                 1.875           1
2394                       20110701                 20.5                 1.875           1
2395                       20110701                 13.5                 1.875           1
2396                       20110601                   13                 1.875           1
2397                       20110601               12.625                 1.875           1
2398                       20110601               12.875                 1.875           1
2399                       20110701               12.875                 1.875           1
2400                       20110601                12.75                 1.875           1
2401                       20110601                12.75                 1.875           1
2402                       20110601                 13.5                 1.875           1
2403                       20110601               12.875                 1.875           1
2404                       20110601                13.25                 1.875           1
2405                       20110601               13.375                 1.875           1
2406                       20110601                 13.5                 1.875           1
2407                       20110601               12.875                 1.875           1
2408                       20110601                   13                 1.875           1
2409                       20110701                13.25                 1.875           1
2410                       20090601                12.75                 1.875           1
2411                       20110601                12.75                 1.875           1
2412                       20110601                12.75                 1.875           1
2413                       20110701               13.375                 1.875           1
2414                       20110701               12.875                 1.875           1
2415                       20110601                 13.5                 1.875           1
2416                       20110701               13.125                 1.875           1
2417                       20110701               12.875                 1.875           1
2418                       20110701                12.75                 1.875           1
2419                       20110601                14.25                 1.875           2
2420                       20110701               12.875                 1.875           1
2421                       20110601               13.125                 1.875           1
2422                       20110701               12.625                 1.875           1
2423                       20110701               13.375                 1.875           1
2424                       20110701                   13                 1.875           1
2425                       20110701                13.25                 1.875           1
2426                       20110601               13.875                 1.875           2
2427                       20110701               12.875                 1.875           1
2428                       20110701                13.25                 1.875           1
2429                       20110701                   13                 1.875           1
2430                       20110701               13.125                 1.875           1
2431                       20130701               12.125                 1.875           1
2432                       20110601                12.75                 1.875           1
2433                       20130701               13.625                 1.875           1
2434                       20110701                   13                 1.875           1
2435                       20110701               12.875                 1.875           1
2436                       20110601               12.875                 1.875           1
2437                       20110701               13.125                 1.875           1
2438                       20110701                 13.5                 1.875           1
2439                       20110701                12.75                 1.875           1
2440                       20110701                12.75                 1.875           1
2441                       20110701                12.75                 1.875           1
2442                       20110701                12.75                 1.875           1
2443                       20110701                21.25                 1.875           1
2444                       20110601               13.875                 1.875           2
2445                       20110701                12.75                 1.875           1
2446                       20110701                 13.5                 1.875           1
2447                       20090601                 13.4                 1.875           1
2448                       20090501                13.25                 5.025           2
2449                       20110601               12.875                 1.875           1
2450                       20110701               12.875                 1.875           1
2451                       20110701                   13                 1.875           1
2452                       20110701                 13.5                 1.875           1
2453                       20110601                13.25                 1.875           1
2454                       20110701               12.875                 1.875           1
2455                       20110601               12.875                 1.875           1
2456                       20110601                13.25                 1.875           1
2457                       20110601                12.75                 1.875           1
2458                       20110701                13.25                 1.875           1
2459                       20090601                12.75                 1.875           1
2460                       20110601               12.625                 1.875           1
2461                       20110701                12.75                 1.875           1
2462                       20130601               12.875                 1.875           1
2463                       20110501               14.375                 1.875           1
2464                       20110701               12.875                 1.875           1
2465                       20110701               12.875                 1.875           1
2466                       20110701                 13.5                 1.875           1
2467                       20110701                 13.5                 1.875           1
2468                       20110701               20.245                 1.875           1
2469                       20110701                12.75                 1.875           1
2470                       20110701                13.25                 1.875           1
2471                       20110701                13.25                 1.875           1
2472                       20110701                 13.5                 1.875           1
2473                       20110701               13.375                 1.875           1
2474                       20110701               12.875                 1.875           1
2475                       20110701               14.375                 1.875           1
2476                       20110501               12.875                 1.875           1
2477                       20110501                   13                 1.875           1
2478                       20110701                 13.5                 1.875           1
2479                       20090701               12.375                 1.875           1
2480                       20110701                   13                 1.875           1
2481                       20110701                12.75                 1.875           1
2482                       20110701                13.25                 1.875           1
2483                       20110701               12.625                 1.875           1
2484                       20110601               12.875                 1.875           1
2485                       20110701                12.75                 1.875           1
2486                       20110701               12.875                 1.875           1
2487                       20110701                   13                 1.875           1
2488                       20110701               13.625                 1.875           1
2489                       20110701               12.875                 1.875           1
2490                       20110701                12.75                 1.875           1
2491                       20110701               13.125                 1.875           1
2492                       20110601               13.875                 1.875           2
2493                       20110701               13.625                 2.375           2
2494                       20110701               12.875                 1.875           1
2495                       20110701                20.75                 1.875           1
2496                       20110701               12.875                 1.875           1
2497                       20110601                13.75                 1.875           2
2498                       20110601               13.875                 2.375           2
2499                       20110701               12.625                 2.375           1
2500                       20110701                12.75                 1.875           1
2501                       20080701               13.375                 1.875           1
2502                       20110601               13.875                     2           2
2503                       20110701               13.625                 2.375           1
2504                       20110601               14.125                 1.875           2
2505                       20110701               13.125                 1.875           1
2506                       20110701               13.375                 1.875           1
2507                       20110701                 13.5                 1.875           1
2508                       20110601                   13                 1.875           1
2509                       20110701               12.625                 1.875           1
2510                       20110701               12.625                 1.875           1
2511                       20090601                12.75                 1.875           1
2512                       20110701                12.75                 1.875           1
2513                       20110701                12.75                 1.875           1
2514                       20110701               12.625                 1.875           1
2515                       20110701               12.875                 1.875           1
2516                       20110601                 13.5                 1.875           1
2517                       20110701                 13.5                 1.875           1
2518                       20110601                   13                 1.875           1
2519                       20110701               12.875                 1.875           1
2520                       20110601               12.625                 1.875           1
2521                       20110701                   13                 1.875           1
2522                       20110601                 13.5                 1.875           1
2523                       20110701                   13                 1.875           1
2524                       20110701                 14.5                 1.875           2
2525                       20110701               12.875                 1.875           1
2526                       20110701               13.625                 1.875           1
2527                       20110701               13.625                 1.875           1
2528                       20110701                 13.5                 1.875           1
2529                       20110701                 13.5                 1.875           1
2530                       20110601                 13.5                 1.875           1
2531                       20110701               12.875                 1.875           1
2532                       20110601                 13.5                 1.875           1
2533                       20110701               12.875                 1.875           1
2534                       20110501                   13                 1.875           1
2535                       20110701                 13.5                 1.875           1
2536                       20110701                13.75                 1.875           2
2537                       20110701                 13.5                 1.875           1
2538                       20110701                12.75                 1.875           1
2539                       20110701                12.75                 1.875           1
2540                       20110701               12.625                 1.875           1
2541                       20110701                   13                 1.875           1
2542                       20110701                   21                 1.875           1
2543                       20110701                13.25                 1.875           1
2544                       20110701               12.875                 1.875           1
2545                       20110701               12.625                 1.875           1
2546                       20110701               12.875                 1.875           1
2547                       20110701                12.75                 1.875           1
2548                       20110701                 13.5                 1.875           1
2549                       20110701               12.625                 1.875           1
2550                       20110701                12.75                 1.875           1
2551                       20110701                13.25                 1.875           1
2552                       20110701               12.875                 1.875           1
2553                       20110701                 13.5                 1.875           1
2554                       20110701                 13.5                 1.875           1
2555                       20110701               12.875                 1.875           1
2556                       20110701               13.125                 1.875           1
2557                       20110701                 13.5                 1.875           1
2558                       20110701                 13.5                 1.875           1
2559                       20110701                 13.5                 1.875           1
2560                       20110701                 13.5                 1.875           1
2561                       20110601               12.875                 1.875           1
2562                       20110601                 13.5                 1.875           1
2563                       20110701                12.75                 1.875           1
2564                       20110601               12.875                 1.875           1
2565                       20110701               12.875                 1.875           1
2566                       20080701               13.125                 1.875           1
2567                       20110601                12.75                     2           1
2568                       20090701                12.75                 1.875           1
2569                       20110701                12.75                 1.875           1
2570                       20110701                   13                 1.875           1
2571                       20110701                12.75                 1.875           1
2572                       20110701                12.75                 1.875           1
2573                       20110601                12.75                 1.875           1
2574                       20110601               13.375                 1.875           1
2575                       20110701                12.75                 1.875           1
2576                       20110701                12.75                 1.875           1
2577                       20110701                12.75                 1.875           1
2578                       20110601               12.875                 1.875           1
2579                       20110701                12.75                 1.875           1
2580                       20110701               13.125                 1.875           1
2581                       20110701                12.75                 1.875           1
2582                       20110601                 13.5                 1.875           1
2583                       20110601                12.75                 1.875           1
2584                       20110601               12.875                 1.875           1
2585                       20110701                12.75                 1.875           1
2586                       20110601               13.125                 1.875           1
2587                       20110601                 13.5                 1.875           1
2588                       20110701                 13.5                 1.875           1
2589                       20110701               13.125                 1.875           1
2590                       20110701                12.75                 1.875           1
2591                       20110601                13.25                 1.875           1
2592                       20110601                12.75                 1.875           1
2593                       20110601                 13.5                 1.875           1
2594                       20110701               12.875                 1.875           1
2595                       20110601               12.875                 1.875           1
2596                       20110701               13.375                 1.875           1
2597                       20110601                12.75                 1.875           1
2598                       20130601               12.375                 1.875           1
2599                       20111101                   12                 1.875           0
2600                       20110701                 13.5                     2           1
2601                       20110601               13.375                 1.875           1
2602                       20110701               12.875                 1.875           1
2603                       20080401               15.125                 1.875           1
2604                       20110401               13.375                     2           1
2605                       20110601               12.875                 1.875           1
2606                       20110701               13.375                 1.875           1
2607                       20110701               12.875                 1.875           1
2608                       20110601               12.875                 1.875           1
2609                       20110701                13.25                 1.875           1
2610                       20110401               13.375                 1.875           1
2611                       20110601                12.75                 1.875           1
2612                       20110701                   13                 1.875           1
2613                       20110701                 13.5                 1.875           1
2614                       20110701                 13.5                 1.875           1
2615                       20110701               13.375                 1.875           1
2616                       20110701                13.25                 1.875           1
2617                       20110701                 13.5                 1.875           1
2618                       20090601               12.875                 1.875           1
2619                       20110701                 13.5                 1.875           1
2620                       20110601                12.75                 1.875           1
2621                       20110701                 13.5                 1.875           1
2622                       20110601                12.75                 1.875           1
2623                       20110701                 13.5                 1.875           1
2624                       20110701                 13.5                 1.875           1
2625                       20110601               12.875                 1.875           1
2626                       20110701                 14.5                 1.875           2
2627                       20110701               13.875                 1.875           2
2628                       20110701                   13                 1.875           1
2629                       20110701               12.875                 1.875           1
2630                       20110701                 13.5                 1.875           1
2631                       20110701                 13.5                 1.875           1
2632                       20110701                12.75                 1.875           1
2633                       20110701                 13.5                 1.875           1
2634                       20110701                 13.5                 1.875           1
2635                       20110701                12.75                 1.875           1
2636                       20110701               13.375                 1.875           1
2637                       20110701                   13                 1.875           1
2638                       20110401               13.375                 1.875           1
2639                       20110301                12.75                 1.875           1
2640                       20110601               13.125                 1.875           1
2641                       20110601                 13.5                 1.875           1
2642                       20110701               13.375                 1.875           1
2643                       20110601                 13.5                 1.875           1
2644                       20110701                12.75                 1.875           1
2645                       20110701                12.75                 1.875           1
2646                       20110601               12.875                 1.875           1
2647                       20110601               12.875                 1.875           1
2648                       20110701                12.75                 1.875           1
2649                       20110701               12.875                 1.875           1
2650                       20110701                12.75                 1.875           1
2651                       20110601                 14.5                 1.875           2
2652                       20110601               12.875                 1.875           1
2653                       20110501                12.75                 1.875           1
2654                       20110501                 13.5                 1.875           1
2655                       20110701                12.75                 1.875           1
2656                       20110601                13.25                 1.875           1
2657                       20110601                13.25                 1.875           1
2658                       20110601                12.75                 1.875           1
2659                       20110601                12.75                 1.875           1
2660                       20110601                 13.5                 1.875           1
2661                       20110601                 13.5                 1.875           1
2662                       20110701                 21.5                 1.875           1
2663                       20110601               12.875                 1.875           1
2664                       20110701               13.875                 1.875           2
2665                       20110601                13.25                 1.875           1
2666                       20110701                 13.5                 1.875           1
2667                       20110701               12.875                 1.875           1
2668                       20110701               12.875                 1.875           1
2669                       20110701                13.25                 1.875           1
2670                       20110701               13.375                 1.875           1
2671                       20110601               12.875                 1.875           1
2672                       20090601               12.625                 1.875           1
2673                       20110701                   13                 1.875           1
2674                       20110601               12.875                 1.875           1
2675                       20110601                13.25                 1.875           1
2676                       20110701                   21                 1.875           1
2677                       20110601               12.875                 1.875           1
2678                       20110601                 13.5                 1.875           1
2679                       20110701               12.875                 1.875           1
2680                       20110701                12.75                 1.875           2
2681                       20110601                 14.5                 1.875           2
2682                       20110701                 13.5                 1.875           1
2683                       20110701                   13                 1.875           1
2684                       20110601                12.75                 1.875           1
2685                       20110601                   13                 1.875           1
2686                       20110701                12.75                 1.875           1
2687                       20110601               13.375                 1.875           1
2688                       20110601                13.75                 1.875           2
2689                       20110601               12.875                 1.875           1
2690                       20110501               14.375                 1.875           2
2691                       20090701               11.375                 2.375           1
2692                       20110701                 13.5                 1.875           1
2693                       20110701                 13.5                 1.875           1
2694                       20110701               12.875                 1.875           1
2695                       20110701               12.875                 1.875           1
2696                       20110701                   13                 1.875           1
2697                       20110601               12.875                 1.875           1
2698                       20110601                13.75                 1.875           2
2699                       20110701                 13.5                 1.875           1
2700                       20110601                13.75                 1.875           2
2701                       20110601                14.25                 2.375           2
2702                       20110701                 13.5                 2.375           1
2703                       20110701                12.75                 1.875           1
2704                       20110601                12.75                 1.875           1
2705                       20110601               14.125                 1.875           2
2706                       20110601               13.875                 1.875           2
2707                       20110701                13.25                 1.875           1
2708                       20110601                12.75                 1.875           1
2709                       20110601                 13.5                 1.875           1
2710                       20110701                13.75                 1.875           2
2711                       20110601                13.25                 1.875           1
2712                       20110601                   13                 1.875           1
2713                       20110701                   13                 1.875           1
2714                       20110701                 13.5                 1.875           1
2715                       20110601               12.875                 1.875           1
2716                       20110701                 13.5                 1.875           1
2717                       20110601                13.25                 1.875           1
2718                       20110701                 13.5                 1.875           1
2719                       20110701                   13                 1.875           1
2720                       20110601                   13                 1.875           1
2721                       20110701                   13                 1.875           1
2722                       20110701                 13.5                 1.875           1
2723                       20110601                   13                 1.875           1
2724                       20110701                12.75                 1.875           1
2725                       20110601               13.125                 1.875           1
2726                       20110601               12.875                 1.875           1
2727                       20110601               13.375                 1.875           1
2728                       20110601                12.75                 1.875           1
2729                       20110701                   13                 1.875           1
2730                       20110601                12.75                 1.875           1
2731                       20110601               12.875                 1.875           1
2732                       20110701                   13                 1.875           1
2733                       20090601                13.25                 1.875           1
2734                       20110601                13.25                 1.875           1
2735                       20110601                13.25                 1.875           1
2736                       20110701               13.375                 1.875           1
2737                       20110701                 13.5                 1.875           1
2738                       20110601                 13.5                 1.875           1
2739                       20090601                14.25                 1.875           1
2740                       20110601                12.75                 1.875           1
2741                       20110601                13.25                 1.875           1
2742                       20110701                 13.5                 1.875           1
2743                       20110601                13.25                 1.875           1
2744                       20110701                 13.5                 1.875           1
2745                       20110601               12.875                 1.875           1
2746                       20110601                13.25                 1.875           1
2747                       20110601                13.25                 1.875           1
2748                       20110601               13.125                 1.875           1
2749                       20110601                 13.5                 1.875           1
2750                       20110601                12.75                 1.875           1
2751                       20110601               12.875                 1.875           1
2752                       20110701               13.375                 1.875           1
2753                       20110601               13.375                 1.875           1
2754                       20110601                   13                 1.875           1
2755                       20110701               13.125                 1.875           1
2756                       20110701                13.25                 1.875           1
2757                       20110701                12.75                 1.875           1
2758                       20110601                 13.5                 1.875           1
2759                       20110601               12.875                 1.875           1
2760                       20110601               12.875                 1.875           1
2761                       20110601               13.375                 1.875           1
2762                       20110701               13.375                 1.875           1
2763                       20110601               12.875                 1.875           1
2764                       20110601                 13.5                 1.875           1
2765                       20110601               13.125                 1.875           1
2766                       20110601               12.875                 1.875           1
2767                       20110601                12.75                 1.875           1
2768                       20110601                 13.5                 2.375           1
2769                       20110601               13.375                 1.875           1
2770                       20110601               13.375                 1.875           1
2771                       20110601                 13.5                 1.875           1
2772                       20110601                 13.5                 1.875           1
2773                       20110701               12.875                 1.875           1
2774                       20110601                13.25                 1.875           1
2775                       20110601                13.25                 1.875           1
2776                       20110601                12.75                 1.875           1
2777                       20110601                12.75                 1.875           1
2778                       20110601                   13                 1.875           1
2779                       20110701                 14.5                 1.875           2
2780                       20110701               13.375                 1.875           1
2781                       20110701                13.25                 1.875           1
2782                       20110701                 13.5                 1.875           1
2783                       20110601               13.375                 1.875           1
2784                       20090701                13.25                 1.875           1
2785                       20110601               14.375                 1.875           2
2786                       20110601                 13.5                 1.875           1
2787                       20090601                 13.5                 1.875           1
2788                       20110601                13.25                 1.875           1
2789                       20110601               14.625                 1.875           2
2790                       20090601                14.25                 1.875           1
2791                       20110701                   13                 1.875           1
2792                       20110601                   13                 1.875           1
2793                       20110701                   13                 1.875           1
2794                       20110701                   13                 1.875           1
2795                       20110601                13.25                 1.875           1
2796                       20110601                   13                 1.875           1
2797                       20110601                 13.5                 1.875           1
2798                       20110701               20.745                 1.875           1
2799                       20110701                 13.5                 1.875           1
2800                       20110601               13.125                 1.875           1
2801                       20110701                 13.5                 1.875           1
2802                       20110701                 14.5                 1.875           2
2803                       20110701               12.875                 1.875           1
2804                       20110601               13.125                 1.875           1
2805                       20110701                12.75                 1.875           1
2806                       20110601                 13.5                 1.875           1
2807                       20110701                12.75                 1.875           1
2808                       20110601               12.875                 1.875           1
2809                       20110701               12.875                 1.875           1
2810                       20110601               13.375                 1.875           1
2811                       20110601                13.25                 1.875           1
2812                       20110601                 13.5                 1.875           1
2813                       20110601                13.25                 1.875           1
2814                       20110601                13.25                 1.875           1
2815                       20110601                 13.5                 1.875           1
2816                       20110601                 13.5                 1.875           1
2817                       20110601                 13.5                 1.875           1
2818                       20110701                   13                 1.875           1
2819                       20080501               13.625                 1.875           1
2820                       20110701                 13.5                     2           1
2821                       20110701                13.25                 1.875           1
2822                       20110601               12.875                 1.875           1
2823                       20110701               13.375                 1.875           1
2824                       20110601               13.125                 1.875           1
2825                       20110701               13.375                 1.875           1
2826                       20110601                12.75                 1.875           1
2827                       20110601               12.875                 1.875           1
2828                       20110701                 13.5                 1.875           1
2829                       20110601                12.75                 1.875           1
2830                       20110701                 13.5                 1.875           1
2831                       20110701                13.25                 1.875           1
2832                       20110601                 13.5                 1.875           1
2833                       20110601               13.125                 1.875           1
2834                       20110601                 13.5                 1.875           1
2835                       20110601               13.375                 1.875           1
2836                       20110601                 13.5                 1.875           1
2837                       20110601                 13.5                 1.875           1
2838                       20110601                 13.5                 1.875           1
2839                       20110701               12.875                 1.875           1
2840                       20110701                   13                 1.875           1
2841                       20130601               12.625                 1.875           1
2842                       20110701                 20.5                 1.875           1
2843                       20130601               11.625                 1.875           1
2844                       20110601               12.875                 1.875           1
2845                       20110601                 13.5                 1.875           1
2846                       20110601                   13                 1.875           1
2847                       20110701               12.875                 1.875           1
2848                       20110601                13.25                 1.875           1
2849                       20110601                   13                 1.875           1
2850                       20110601                13.25                 1.875           1
2851                       20110601                   14                 1.875           2
2852                       20110401               13.875                 1.875           2
2853                       20110701                13.75                 2.375           1
2854                       20110601                13.25                 1.875           1
2855                       20110601                12.75                 1.875           1
2856                       20110701               13.125                 1.875           1
2857                       20090601                12.75                 1.875           2
2858                       20110601                 13.5                 4.625           1
2859                       20110701                 13.5                 1.875           1
2860                       20130601                12.75                 1.875           1
2861                       20110601                   13                 1.875           1
2862                       20110601                 13.5                 1.875           1
2863                       20110701                 13.5                 1.875           1
2864                       20110701               12.875                 1.875           1
2865                       20110601               13.125                 1.875           1
2866                       20110601                   13                 1.875           1
2867                       20110701                12.75                 1.875           1
2868                       20110701               12.875                 1.875           1
2869                       20110701                13.25                 1.875           1
2870                       20110601                   13                 1.875           1
2871                       20110601                13.25                 1.875           1
2872                       20110601               12.875                 1.875           1
2873                       20110601               12.875                 1.875           1
2874                       20110601                 13.5                 1.875           1
2875                       20110701                 13.5                 1.875           1
2876                       20110601                13.25                 1.875           1
2877                       20110601               12.875                 1.875           1
2878                       20110601               12.875                 1.875           1
2879                       20110701                13.25                 1.875           1
2880                       20110701               12.875                 1.875           1
2881                       20110701                 13.5                 1.875           1
2882                       20110701                13.25                 1.875           1
2883                       20110701                13.25                 1.875           1
2884                       20110601                13.25                 1.875           1
2885                       20110601               13.375                 1.875           1
2886                       20110601                13.25                 1.875           1
2887                       20110701                   13                 1.875           1
2888                       20110701                12.75                 1.875           1
2889                       20110601                 13.5                 1.875           1
2890                       20110701               12.875                 1.875           1
2891                       20110601               12.875                 1.875           1
2892                       20110701                 13.5                 1.875           2
2893                       20110601                 13.5                 1.875           1
2894                       20110601               13.375                 1.875           1
2895                       20110601                 13.5                 1.875           1
2896                       20110601                 13.5                 1.875           1
2897                       20110601                 13.5                 1.875           1
2898                       20110701                12.75                 1.875           1
2899                       20110701               12.875                 1.875           1
2900                       20110701                   13                 1.875           1
2901                       20110701                12.75                 1.875           1
2902                       20110601                 13.5                 1.875           1
2903                       20090601                13.75                 1.875           1
2904                       20130601                13.25                 1.875           2
2905                       20110601                 13.5                 1.875           1
2906                       20110601                13.25                 1.875           1
2907                       20110701                 13.5                 1.875           1
2908                       20110601                 13.5                 1.875           1
2909                       20110701                   13                 1.875           1
2910                       20110601               14.125                 1.875           2
2911                       20110701               12.875                 2.375           1
2912                       20110601               12.875                 1.875           1
2913                       20110601                 14.5                 1.875           2
2914                       20110601               13.125                 2.375           1
2915                       20110701               13.125                 1.875           1
2916                       20110701                12.75                 1.875           1
2917                       20110701                 13.5                 1.875           1
2918                       20110701                12.75                 1.875           1
2919                       20110601                   22                 1.875           1
2920                       20110701                 13.5                 1.875           1
2921                       20110601                 13.5                 1.875           1
2922                       20110601                12.75                 1.875           1
2923                       20110601               12.875                 1.875           1
2924                       20110601                 13.5                 1.875           1
2925                       20090601                14.25                 1.875           1
2926                       20110701                   13                 1.875           1
2927                       20130601                12.75                 1.875           2
2928                       20110701                 13.5                 1.875           1
2929                       20110601                13.25                 1.875           2
2930                       20110601                   13                 1.875           1
2931                       20110601                   13                 1.875           1
2932                       20110601                   13                 1.875           1
2933                       20110601                12.75                 1.875           1
2934                       20110601                 13.5                 1.875           1
2935                       20110701                12.75                 1.875           1
2936                       20110701               13.375                 1.875           1
2937                       20110601               13.125                 1.875           1
2938                       20110701               13.375                 1.875           1
2939                       20110601                   13                 1.875           1
2940                       20110601                 13.5                 1.875           1
2941                       20110601               12.875                 1.875           1
2942                       20110701               12.875                 1.875           1
2943                       20110601                13.25                 1.875           1
2944                       20110701                12.75                 1.875           1
2945                       20110701                13.25                 1.875           1
2946                       20110601               12.875                 1.875           1
2947                       20110601                 13.5                 1.875           1
2948                       20110701               14.125                 1.875           2
2949                       20110601               13.375                 1.875           1
2950                       20110701               12.875                 1.875           1
2951                       20110701                12.75                 1.875           1
2952                       20110701                12.75                 1.875           1
2953                       20110601                   13                 1.875           1
2954                       20110601               13.125                 1.875           1
2955                       20110601                 14.5                 1.875           2
2956                       20110701                 14.5                 1.875           2
2957                       20110701                13.25                 1.875           1
2958                       20110701               13.375                 1.875           1
2959                       20090601                12.25                 1.875           2
2960                       20110701               14.125                 1.875           2
2961                       20110601               13.375                 1.875           1
2962                       20110601               13.375                 1.875           1
2963                       20110601               13.125                 1.875           1
2964                       20110701                 13.5                 1.875           1
2965                       20110701                 13.5                 1.875           1
2966                       20110601                 13.5                 1.875           1
2967                       20110601               13.125                 1.875           1
2968                       20110701                   13                 1.875           1
2969                       20110601                 13.5                 1.875           1
2970                       20110601                12.75                 1.875           1
2971                       20110601                   13                 1.875           1
2972                       20110601                12.75                 1.875           1
2973                       20110601                12.75                 1.875           1
2974                       20110601                12.75                 1.875           1
2975                       20110601               12.875                 1.875           1
2976                       20110701               12.875                 1.875           1
2977                       20110601                   13                 1.875           1
2978                       20110601                13.25                 1.875           1
2979                       20110701                 13.5                 1.875           1
2980                       20090601               12.625                 1.875           1
2981                       20110601               12.875                 1.875           1
2982                       20110701                 13.5                 1.875           1
2983                       20110601               12.875                 1.875           1
2984                       20110501                12.75                 1.875           1
2985                       20110601                   13                 1.875           1
2986                       20110601                   13                 1.875           1
2987                       20110301                 14.5                 1.875           1
2988                       20110601               13.375                   3.5           1
2989                       20110601               12.875                 1.875           1
2990                       20110601                 13.5                 1.875           1
2991                       20110601                   13                 1.875           1
2992                       20110601                12.75                 1.875           1
2993                       20110701                   13                 1.875           1
2994                       20110701               13.125                 1.875           1
2995                       20110701               13.125                 1.875           1
2996                       20090701                11.75                 1.875           1
2997                       20110701               12.875                 1.875           1
2998                       20090701                 12.5                 1.875           1
2999                       20090701               11.875                 1.875           1
3000                       20110701                 13.5                 1.875           1
3001                       20110701               12.875                 1.875           1
3002                       20110701               12.875                 1.875           1
3003                       20110501                 13.5                 1.875           1
3004                       20110501               13.125                 1.875           1
3005                       20110601                 13.5                 1.875           1
3006                       20110701               14.625                 1.875           1
3007                       20110601               12.875                 1.875           1
3008                       20110701                 13.5                 1.875           1
3009                       20110601                   13                 1.875           1
3010                       20110501               12.875                 1.875           1
3011                       20110701                 13.5                 1.875           1
3012                       20110501                   13                 1.875           1
3013                       20110701               13.375                 1.875           1
3014                       20110601                   13                 1.875           1
3015                       20110701               12.875                 1.875           1
3016                       20110601                 13.5                 1.875           1
3017                       20110701               13.125                 1.875           1
3018                       20110601                13.25                 1.875           1
3019                       20090701                 12.5                 1.875           1
3020                       20110701                 13.5                 1.875           1
3021                       20110601               12.625                 1.875           1
3022                       20110701                12.75                 1.875           1
3023                       20110701               13.125                 1.875           1
3024                       20110701                12.75                 1.875           1
3025                       20130601               12.375                 1.875           1
3026                       20110701               12.875                 1.875           1
3027                       20110701               13.125                 1.875           1
3028                       20110701               12.875                 1.875           1
3029                       20110701               12.875                 1.875           1
3030                       20110701                12.75                 1.875           1
3031                       20110701                12.75                 1.875           1
3032                       20110701               12.875                 1.875           1
3033                       20110601                13.25                 1.875           1
3034                       20110601                13.25                 1.875           1
3035                       20110601               12.875                 1.875           1
3036                       20110701               13.125                 1.875           1
3037                       20110601                 13.5                 1.875           1
3038                       20110601               13.125                 1.875           1
3039                       20110601               12.875                 1.875           1
3040                       20110401                   13                 1.875           1
3041                       20110601                 13.5                 1.875           1
3042                       20110601                12.75                 1.875           1
3043                       20110601               12.875                 1.875           1
3044                       20110601               13.375                 1.875           1
3045                       20110701                13.25                 1.875           1
3046                       20110601                12.75                 1.875           1
3047                       20130601                12.25                 1.875           2
3048                       20130601                   12                     2           2
3049                       20130601               11.875                     2           2
3050                       20130601               11.625                     2           2
3051                       20110701                13.25                     2           2
3052                       20110701                12.75                     2           2
3053                       20130701                 11.5                     2           2
3054                       20130701                12.75                     2           2
3055                       20130701               11.875                     2           2
3056                       20130701                11.75                     2           2
3057                       20130701               11.875                     2           2
3058                       20130701                   12                     2           2
3059                       20130701                   12                     2           2
3060                       20110701                   13                     2           2
3061                       20110701                   13                     2           2
3062                       20130701               11.375                     2           2
3063                       20130701               11.875                     2           2
3064                       20130601               12.375                     2           2
3065                       20130601               11.875                     2           2
3066                       20130701               12.875                     2           2
3067                       20130701               11.875                     2           2
3068                       20110601               13.375                     2           2
3069                       20130701               12.875                  3.25           2
3070                       20130601                   12                     2           2
3071                       20110701               12.625                     2           2
3072                       20130701                   12                     2           2
3073                       20130701                 11.5                     2           2
3074                       20130701               11.375                     2           2
3075                       20130701                   12                     2           2
3076                       20130701               11.875                     2           2
3077                       20130701                 12.5                     2           2
3078                       20110701                12.75                     2           2
3079                       20110701               12.625                     2           2
3080                       20130701               11.875                     2           2
3081                       20110701               13.125                     2           2
3082                       20130701               11.875                     2           2
3083                       20110701                13.25                     2           2
3084                       20130701                 12.5                     2           2
3085                       20130701                 12.5                     2           2
3086                       20130701                 11.5                     2           2
3087                       20130701               12.375                     2           2
3088                       20130701                 11.5                     2           2
3089                       20130701               11.875                     2           2
3090                       20130701               12.375                     2           2
3091                       20110601                12.75                     2           2
3092                       20130701               11.875                     2           2
3093                       20130701               12.375                     2           2
3094                       20130701               11.875                     2           2
3095                       20130701               11.625                     2           2
3096                       20110701                12.75                     2           2
3097                       20130701               11.875                     2           2
3098                       20130701               11.875                     2           2
3099                       20130701                11.75                     2           2
3100                       20130701                 11.5                     2           2
3101                       20130701                 12.5                     2           2
3102                       20130701               11.875                     2           2
3103                       20130701                11.75                     2           2
3104                       20130701                11.75                     2           2
3105                       20130701                11.75                     2           2
3106                       20130701                 12.5                     2           2
3107                       20110701               12.625                     2           2
3108                       20130701                 11.5                     2           2
3109                       20130701               12.125                     2           2
3110                       20130701                11.75                     2           2
3111                       20130701               10.875                     2           2
3112                       20130701               11.875                     2           2
3113                       20130701               12.125                     2           2
3114                       20130601               11.875                     2           2
3115                       20130701               12.625                     2           2
3116                       20130701               12.375                     2           2
3117                       20130601                 12.5                     2           2
3118                       20130701                   12                     2           2
3119                       20130701                12.25                     2           2
3120                       20130701               11.875                     2           2
3121                       20130701                11.75                     2           2
3122                       20130701                   12                     2           2
3123                       20110701                12.75                     2           2
3124                       20130701                11.75                     2           2
3125                       20130701                11.75                     2           2
3126                       20130601               11.875                     2           2
3127                       20130401                11.75                     2           2
3128                       20110701               12.625                     2           2
3129                       20130701               11.875                     2           2
3130                       20130701                12.75                     2           2
3131                       20110701                12.75                     2           2
3132                       20130601                   12                     2           2
3133                       20130701                11.75                     2           2
3134                       20130701               11.375                     2           2
3135                       20130701                12.25                     2           2
3136                       20110701                   13                     2           2
3137                       20130701               11.625                     2           2
3138                       20130701               11.625                     2           2
3139                       20130701                11.75                     2           2
3140                       20130701               11.375                     2           2
3141                       20130701                   12                     2           2
3142                       20130701               11.875                     2           2
3143                       20130701               12.375                     2           2
3144                       20130701                 11.5                     2           2
3145                       20130701                12.25                     2           2
3146                       20110701                12.75                     2           2
3147                       20130701               12.125                     2           2
3148                       20130701               11.625                     2           2
3149                       20130701                11.75                     2           2
3150                       20110701               12.625                     2           2
3151                       20130601               12.125                     2           2
3152                       20130701               12.375                     2           2
3153                       20110701                   13                     2           2
3154                       20130601               12.125                     2           2
3155                       20110701                   13                     2           2
3156                       20130701                12.25                     2           2
3157                       20130701                11.75                     2           2
3158                       20130701                 11.5                     2           2
3159                       20130701                   13                     2           2
3160                       20110701                12.75                     2           2
3161                       20130701               11.625                     2           2
3162                       20110701               12.625                     2           2
3163                       20130701                   12                     2           2
3164                       20130701               12.375                     2           2
3165                       20110701                12.75                     2           2
3166                       20130701                   12                     2           2
3167                       20130701                12.75                     2           2
3168                       20130701                12.75                     2           2
3169                       20130701                11.75                     2           2
3170                       20110501                   13                     2           2
3171                       20130701               12.625                     2           2
3172                       20130701               12.125                     2           2
3173                       20110701                12.75                     2           2
3174                       20130701                 11.5                     2           2
3175                       20130701               11.875                     2           2
3176                       20130701                 11.5                     2           2
3177                       20130701                11.75                     2           2
3178                       20110701                13.25                     2           2
3179                       20130701                   12                     2           2
3180                       20130701                 11.5                     2           2
3181                       20110601                13.25                     2           2
3182                       20130701                   12                     2           2
3183                       20130701               12.625                     2           2
3184                       20130701                 11.5                     2           2
3185                       20130701               12.125                     2           2
3186                       20130701                 11.5                     2           2
3187                       20110701               12.625                     2           2
3188                       20110601               13.375                     2           1
3189                       20110701                 13.5                 1.875           1
3190                       20110601                   13                 1.875           1
3191                       20090501               12.875                 1.875           1
3192                       20110601               13.375                 1.875           1
3193                       20110701               12.875                 1.875           1
3194                       20090601               11.125                 1.875           1
3195                       20110701                 13.5                 1.875           1
3196                       20110701                 13.5                 1.875           1
3197                       20110601                13.25                 1.875           1
3198                       20110701                 13.5                 1.875           1
3199                       20110601                 13.5                     2           1
3200                       20110701                12.75                 1.875           2
3201                       20110601                12.75                     2           2
3202                       20110601                12.75                     2           1
3203                       20110601                13.75                 1.875           1
3204                       20090501                13.25                 1.875           2
3205                       20110601               12.875                 1.875           2
3206                       20090601               13.125                     2           2
3207                       20110601               13.875                 1.875           2
3208                       20110601                14.25                 2.375           2
3209                       20110701                12.75                 1.875           1
3210                       20110601               12.875                 1.875           1
3211                       20110701               22.125                 1.875           1
3212                       20110701                 13.5                 1.875           1
3213                       20110601                13.25                 1.875           1
3214                       20110601                 13.5                 1.875           1
3215                       20110701                   21                 1.875           2
3216                       20110701               13.375                 1.875           1
3217                       20110701               13.625                 1.875           1
3218                       20110701               13.125                 1.875           1
3219                       20110701               12.625                 1.875           1
3220                       20110701               13.625                 1.875           1
3221                       20110601                 13.5                 1.875           1
3222                       20110601                 13.5                 1.875           1
3223                       20110701                12.75                 1.875           1
3224                       20110701               13.875                 1.875           2
3225                       20110701               12.875                 1.875           1
3226                       20110601                13.25                 1.875           1
3227                       20110701                 13.5                 1.875           1
3228                       20130601                12.75                 1.875           1
3229                       20110701                   13                 1.875           1
3230                       20110701                13.25                 1.875           1
3231                       20110701               13.125                 1.875           1
3232                       20110701               12.875                 1.875           1
3233                       20110601                   13                 1.875           1
3234                       20110701                13.25                 1.875           1
3235                       20110701               12.875                 1.875           1
3236                       20110701               14.375                 1.875           2
3237                       20110701                 13.5                 1.875           1
3238                       20110701               13.375                 1.875           1
3239                       20110601               13.625                 1.875           1
3240                       20130601                13.75                 1.875           1
3241                       20110601                 13.5                 1.875           1
3242                       20110601                   13                 1.875           1
3243                       20110601                   13                 1.875           1
3244                       20110601               13.625                 1.875           1
3245                       20110601               13.375                 1.875           1
3246                       20110701               12.875                 1.875           1
3247                       20110601                 13.5                 1.875           1
3248                       20110701                12.75                 1.875           1
3249                       20110601               13.375                 1.875           1
3250                       20110701               12.875                 1.875           1
3251                       20110701                 13.5                 1.875           1
3252                       20110701                12.75                 1.875           1
3253                       20110701               13.125                 1.875           1
3254                       20110601                 13.5                 1.875           1
3255                       20110601               12.875                 1.875           1
3256                       20110601               12.875                 1.875           1
3257                       20110701                   13                 1.875           1
3258                       20110701                   13                 1.875           1
3259                       20110601                 13.5                 1.875           1
3260                       20110701                13.25                 1.875           1
3261                       20110601                 13.5                 1.875           1
3262                       20110601                13.25                 1.875           1
3263                       20110601                13.25                 1.875           1
3264                       20110601                 13.5                 1.875           1
3265                       20110701               12.875                 1.875           1
3266                       20110501                14.75                 1.875           2
3267                       20110601                 13.5                 2.375           1
3268                       20110601               12.875                 1.875           1
3269                       20110701               12.875                 1.875           1
3270                       20110701                12.75                 1.875           1
3271                       20110701                   13                 1.875           1
3272                       20110601                12.75                 1.875           1
3273                       20110601                 13.5                 1.875           1
3274                       20110601                 13.5                 1.875           1
3275                       20110601                 13.5                 1.875           1
3276                       20110601               12.875                 1.875           1
3277                       20110601               13.375                 1.875           1
3278                       20110601               12.875                 1.875           1
3279                       20110601               12.875                 1.875           1
3280                       20110601               12.875                 1.875           1
3281                       20110601                13.25                 1.875           1
3282                       20110601               13.375                 1.875           1
3283                       20110601                13.25                 1.875           1
3284                       20110601                12.75                 1.875           1
3285                       20110601                 13.5                 1.875           1
3286                       20110601               12.875                 1.875           1
3287                       20110701                   13                 1.875           1
3288                       20110601               12.875                 1.875           1
3289                       20110701                 13.5                 1.875           1
3290                       20110601                 13.5                 1.875           1
3291                       20110601               12.875                 1.875           1
3292                       20110601                13.25                 1.875           1
3293                       20110601                   13                 1.875           1
3294                       20110701                   13                 1.875           1
3295                       20110701               13.375                 1.875           1
3296                       20110601                   13                 1.875           1
3297                       20110601               12.875                 1.875           1
3298                       20110601                   13                 1.875           1
3299                       20110701                12.75                 1.875           1
3300                       20110601                12.75                 1.875           1
3301                       20110601                13.25                 1.875           1
3302                       20110701                 13.5                 1.875           1
3303                       20110601                12.75                 1.875           1
3304                       20110701                 13.5                 1.875           1
3305                       20110601                 13.5                 1.875           1
3306                       20110601               13.125                 1.875           1
3307                       20110601               13.125                 1.875           1
3308                       20110601               12.875                 1.875           1
3309                       20110701                 13.5                 1.875           1
3310                       20110701                13.25                 1.875           1
3311                       20110601               12.875                 1.875           1
3312                       20130701                19.75                 1.875           1
3313                       20110601               12.875                 1.875           1
3314                       20110601               12.875                 1.875           1
3315                       20110601                   13                 1.875           1
3316                       20110601                   13                 1.875           1
3317                       20110601                 13.5                 1.875           1
3318                       20110501                13.75                 1.875           1
3319                       20110601               12.625                 1.875           1
3320                       20110701                   13                 1.875           1
3321                       20110601               12.625                 1.875           1
3322                       20110701               12.875                 1.875           1
3323                       20110701               12.875                 1.875           1
3324                       20110701               13.125                 1.875           1
3325                       20110701               13.125                 1.875           1
3326                       20110701                13.25                 1.875           1
3327                       20110701                   13                 1.875           1
3328                       20110701               13.625                 1.875           1
3329                       20110701               13.125                 1.875           1
3330                       20110701               12.875                 1.875           1
3331                       20110701               12.625                 1.875           1
3332                       20110701                   13                 1.875           1
3333                       20110601                 13.5                     2           1
3334                       20110601                 13.5                 1.875           1
3335                       20110701                13.25                 1.875           1
3336                       20090501                9.875                 1.875           2
3337                       20130501               12.875                 1.875           2
3338                       20110601                12.75                 1.875           1
3339                       20110601               13.125                 1.875           1
3340                       20110601               12.875                 1.875           1
3341                       20130601               13.625                 1.875           1
3342                       20110601               12.875                 1.875           1
3343                       20110601                 13.5                 1.875           1
3344                       20090601                12.25                 1.875           1
3345                       20110601                 13.5                 1.875           1
3346                       20110601                12.75                 1.875           1
3347                       20110601                13.25                 1.875           1
3348                       20110601                12.75                 1.875           1
3349                       20090601                13.75                 1.875           1
3350                       20110601                 13.5                 1.875           1
3351                       20110601                 13.5                 1.875           1
3352                       20110601                12.75                 1.875           1
3353                       20110601               13.125                 1.875           1
3354                       20110701                   13                 1.875           1
3355                       20110601                   13                 1.875           1
3356                       20061101                12.75                 1.875           1
3357                       20061101                   13                 2.625           1
3358                       20061201                   11                 2.625           1
3359                       20110701                 13.5                   2.5           1
3360                       20110601                 13.5                 1.875           1
3361                       20110701                   13                 1.875           1
3362                       20110701               13.625                 1.875           1
3363                       20110701               13.625                 1.875           1
3364                       20110701                 13.5                 1.875           1
3365                       20110701               12.875                 1.875           1
3366                       20110601                12.75                 1.875           1
3367                       20110601               12.875                 1.875           1
3368                       20110601                   13                 1.875           1
3369                       20110601                   13                 1.875           1
3370                       20110601               12.625                 1.875           1
3371                       20110601                 13.5                 1.875           1
3372                       20110701               13.125                 1.875           1
3373                       20110701               13.125                 1.875           1
3374                       20110601                12.75                 1.875           1
3375                       20110701                13.25                 1.875           2
3376                       20110701                 13.5                 1.875           1
3377                       20110601                   13                 1.875           1
3378                       20110601                   13                 1.875           1
3379                       20110701               13.375                 1.875           1
3380                       20110701                12.75                 1.875           1
3381                       20110701               13.125                 1.875           1
3382                       20110601                 13.5                 1.875           1
3383                       20110601                12.75                 1.875           1
3384                       20110601                 13.5                 1.875           1
3385                       20110701               13.375                 1.875           1
3386                       20110601                12.75                 1.875           1
3387                       20110701               13.125                 1.875           1
3388                       20110701                 13.5                 1.875           1
3389                       20110601                 13.5                 1.875           1
3390                       20110601                13.25                 1.875           1
3391                       20110601               12.875                 1.875           1
3392                       20110701               12.875                 1.875           1
3393                       20110701               12.875                 1.875           1
3394                       20110701               13.125                 1.875           1
3395                       20110701               12.625                 1.875           1
3396                       20110601                13.25                 1.875           1
3397                       20110701                13.25                 1.875           1
3398                       20110701                12.75                 1.875           1
3399                       20110701               13.625                 1.875           1
3400                       20110701               12.625                 1.875           1
3401                       20110701               13.625                 1.875           1
3402                       20110601               12.875                 1.875           1
3403                       20110701                12.75                 1.875           1
3404                       20110601               13.375                 1.875           1
3405                       20130701                 11.5                 1.875           1
3406                       20110601               12.875                 1.875           1
3407                       20060801                   12                 1.875           0
3408                       20101201               12.875                 1.625           1
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3410                       20060901                 11.5                 1.875           1
3411                       20110601               13.375                 2.375           1
3412                       20110701               12.875                 1.875           1
3413                       20110701                 13.5                 1.875           1
3414                       20110601                 13.5                 1.875           1
3415                       20110601                 13.5                 1.875           1
3416                       20110601                12.75                 1.875           1
3417                       20130701               12.625                 1.875           1
3418                       20110501                   13                 1.875           1
3419                       20090601               12.125                 1.875           1
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3421                       20110601                13.25                 1.875           1
3422                       20110601               13.125                 1.875           1
3423                       20110601                13.25                 1.875           1
3424                       20110601               12.875                 1.875           1
3425                       20110601                12.75                 1.875           1
3426                       20110601                12.75                 1.875           1
3427                       20110601                 13.5                 1.875           1
3428                       20110701                 13.5                 1.875           1
3429                       20110601                 13.5                 1.875           1
3430                       20110601                 13.5                 1.875           1
3431                       20110601               12.875                 1.875           1
3432                       20110601                 13.5                 1.875           1
3433                       20130501                 13.5                 1.875           2
3434                       20110601                13.25                 1.875           1
3435                       20110701               12.875                 1.875           1
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3437                       20110601                13.25                 1.875           1
3438                       20110701               12.875                 1.875           1
3439                       20110701               13.125                 1.875           1
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3441                       20110701                 13.5                 1.875           1
3442                       20110101               13.875                 1.875           2
3443                       20110601                 13.5                 1.875           1
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3446                       20110501               12.875                 1.875           1
3447                       20110501               12.875                 1.875           1
3448                       20110501               12.875                 1.875           1
3449                       20110501               12.875                 1.875           1
3450                       20110601                   13                 1.875           1
3451                       20110601                13.25                 1.875           1
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3453                       20110601               13.125                 1.875           1
3454                       20110601                12.75                 1.875           1
3455                       20110701                12.75                 1.875           1
3456                       20110601                 13.5                 1.875           1
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3458                       20110701               13.125                 1.875           1
3459                       20110601               12.875                 1.875           1
3460                       20110601                   13                 1.875           1
3461                       20110701                 13.5                 1.875           1
3462                       20130601                 13.5                 1.875           2
3463                       20110601               12.875                 1.875           1
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3466                       20110601                12.75                 1.875           1
3467                       20110601                 13.5                 1.875           1
3468                       20110601                 13.5                 1.875           1
3469                       20110701                 14.5                 1.875           2
3470                       20110601               13.375                 1.875           1
3471                       20110601               13.375                 1.875           1
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3473                       20110701                12.75                 1.875           1
3474                       20110601               13.375                 1.875           1
3475                       20110601                13.25                 1.875           1
3476                       20110601                12.75                 1.875           1
3477                       20110601                 13.5                 1.875           1
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3479                       20110601               13.875                 1.875           2
3480                       20110701                12.75                 1.875           1
3481                       20110601               12.875                 1.875           1
3482                       20110601               12.875                 1.875           1
3483                       20110601                 13.5                 1.875           1
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3485                       20110601                   13                 1.875           1
3486                       20110701                   14                 1.875           2
3487                       20110601                 13.5                 1.875           1
3488                       20110601                 13.5                 1.875           1
3489                       20110601               12.875                 1.875           1
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3492                       20110601                 13.5                 1.875           1
3493                       20110701                 13.5                 1.875           1
3494                       20110601                 13.5                 1.875           1
3495                       20110601                   13                 1.875           1
3496                       20110701                13.25                 1.875           1
3497                       20110701               13.375                 1.875           1
3498                       20110701                12.75                 1.875           1
3499                       20110601                   13                 1.875           1
3500                       20110601                   13                 1.875           1
3501                       20110601                 13.5                 1.875           1
3502                       20110601               13.375                 1.875           1
3503                       20110601                13.25                 1.875           1
3504                       20110601                12.75                 1.875           1
3505                       20110601                13.25                 1.875           1
3506                       20110601                 13.5                 1.875           1
3507                       20110601               13.125                 1.875           1
3508                       20110601                12.75                 1.875           1
3509                       20110601                 13.5                 1.875           1
3510                       20110601               13.875                 1.875           2
3511                       20110601                21.75                 1.875           2
3512                       20110601                 13.5                 1.875           1
3513                       20110701               13.375                 1.875           1
3514                       20110701                 13.5                 1.875           1
3515                       20110601                 13.5                 1.875           1
3516                       20110501                 13.5                 1.875           1
3517                       20110601                 13.5                 1.875           1
3518                       20110601                12.75                 1.875           1
3519                       20110601                   13                 1.875           1
3520                       20061001                11.75                 1.875           2
3521                       20061201                   12                 2.375           1
3522                       20061101                12.25                 3.625           6
3523                       20110601                   13                     3           1
3524                       20110601               13.125                 1.875           1
3525                       20110701                12.75                 1.875           1
3526                       20130701               12.875                 1.875           1
3527                       20110601                 13.5                 1.875           1
3528                       20110601               13.375                 1.875           1
3529                       20110601                 13.5                 1.875           1
3530                       20110701               13.125                 1.875           1
3531                       20110701               13.125                 1.875           1
3532                       20110601               13.125                 1.875           1
3533                       20110701               13.125                 1.875           1
3534                       20110601               12.875                 1.875           1
3535                       20130701                   13                 1.875           1
3536                       20110601                12.75                 1.875           1
3537                       20110701                13.25                 1.875           1
3538                       20110601                12.75                 1.875           1
3539                       20110601                 12.5                 1.875           1
3540                       20110601                 13.5                 3.375           1
3541                       20110601                   13                 1.875           1
3542                       20110601               13.375                 1.875           1
3543                       20090601               14.375                 1.875           1
3544                       20110601                12.75                 1.875           1
3545                       20110601                12.75                 1.875           1
3546                       20110701                 13.5                 1.875           1
3547                       20110601               12.875                 1.875           1
3548                       20110601                13.25                 1.875           1
3549                       20110601               13.375                 1.875           1
3550                       20110601                 13.5                 1.875           1
3551                       20110601                 13.5                 1.875           1
3552                       20110601               13.375                 1.875           1
3553                       20110601                 13.5                 1.875           1
3554                       20110601               13.125                 1.875           1
3555                       20110601                 14.5                 1.875           2
3556                       20110601                 13.5                 1.875           1
3557                       20110601                12.75                 1.875           1
3558                       20110601                   13                 1.875           1
3559                       20110601                   13                 4.625           1
3560                       20110601                 13.5                 1.875           1
3561                       20110601                12.75                 1.875           1
3562                       20110601                 14.5                 1.875           2
3563                       20110601               13.375                 1.875           1
3564                       20110701                 14.5                 1.875           2
3565                       20110701                13.25                 1.875           1
3566                       20090601                13.25                 1.875           1
3567                       20110601               13.125                 1.875           1
3568                       20110701                 13.5                 1.875           1
3569                       20090601                   13                 1.875           1
3570                       20110601                   13                 1.875           1
3571                       20110501               13.125                 1.875           1
3572                       20110701                 13.5                 1.875           1
3573                       20110601                12.75                 1.875           1
3574                       20110601                13.25                 1.875           1
3575                       20110601                12.75                 1.875           1
3576                       20110601                 13.5                 1.875           1
3577                       20110601                12.75                 1.875           1
3578                       20110601               13.125                 1.875           1
3579                       20110601                 13.5                 1.875           1
3580                       20110601                 13.5                 1.875           1
3581                       20130601               12.625                 1.875           1
3582                       20110601               12.875                 1.875           1
3583                       20110601                13.25                 1.875           1
3584                       20110601               12.875                 1.875           1
3585                       20110601               13.375                 1.875           1
3586                       20110701               12.875                 1.875           1
3587                       20110601                 12.5                 1.875           1
3588                       20110601                12.75                 1.875           1
3589                       20110701                 13.5                 1.875           1
3590                       20110601                 13.5                 1.875           1
3591                       20110601               13.375                 1.875           1
3592                       20110601                12.75                 1.875           1
3593                       20110701                   13                 1.875           1
3594                       20110601                13.25                 1.875           1
3595                       20110601                13.25                 1.875           1
3596                       20110601               12.875                 1.875           1
3597                       20110601               13.125                 1.875           1
3598                       20110601               12.875                 1.875           1
3599                       20110601                12.75                 1.875           1
3600                       20110601               12.875                 1.875           1
3601                       20110601                13.25                 1.875           1
3602                       20110601               12.875                 1.875           1
3603                       20110601                 14.5                 1.875           2
3604                       20110601                13.25                 1.875           1
3605                       20110601                 14.5                 1.875           2
3606                       20110601                 13.5                 1.875           1
3607                       20110601               13.375                 1.875           1
3608                       20110701               12.875                 1.875           1
3609                       20090701               12.875                 1.875           1
3610                       20090601               13.375                 1.875           1
3611                       20110601                 13.5                 1.875           1
3612                       20110701               20.745                 1.875           1
3613                       20110601               12.875                 1.875           1
3614                       20110701                 13.5                 1.875           1
3615                       20110601                12.75                 1.875           1
3616                       20110601                13.25                 1.875           1
3617                       20110701               12.875                 1.875           1
3618                       20110701                 13.5                 1.875           1
3619                       20110701                12.75                 1.875           1
3620                       20130601                11.75                 1.875           1
3621                       20110701                12.75                 1.875           1
3622                       20110701               12.875                 1.875           2
3623                       20110601               13.375                 1.875           1
3624                       20090601                11.25                 1.875           1
3625                       20110601                13.25                 1.875           1
3626                       20110601                12.75                 1.875           1
3627                       20110601               13.125                 1.875           1
3628                       20110601               12.875                 1.875           1
3629                       20110701               12.875                 1.875           1
3630                       20110601               12.875                 1.875           1
3631                       20110601                 13.5                 1.875           1
3632                       20110601                 13.5                 1.875           1
3633                       20110701                   13                 1.875           1
3634                       20110701                13.75                 1.875           2
3635                       20110601                 14.5                 1.875           2
3636                       20110701                 13.5                 1.875           1
3637                       20110701                 13.5                 1.875           1
3638                       20110701                   14                 1.875           2
3639                       20110601                 13.5                 1.875           1
3640                       20110701                12.75                 1.875           1
3641                       20110601                12.75                 1.875           1
3642                       20110701                13.25                 1.875           1
3643                       20110601                 13.5                 1.875           1
3644                       20110601                13.25                 1.875           1
3645                       20110601                   13                 1.875           1
3646                       20110601                   13                 1.875           1
3647                       20110601                   13                 1.875           1
3648                       20110601                13.25                 1.875           1
3649                       20110601               12.875                 1.875           1
3650                       20110601                12.75                 1.875           1
3651                       20110701                12.75                 1.875           1
3652                       20110601               12.875                 1.875           1
3653                       20110501               13.375                 1.875           1
3654                       20110501                 13.5                 1.875           1
3655                       20110601                12.75                 1.875           1
3656                       20110601                 13.5                 1.875           1
3657                       20110601                12.75                 1.875           1
3658                       20110601               13.375                 1.875           1
3659                       20110601               13.125                 1.875           1
3660                       20110601                 13.5                 1.875           1
3661                       20110601                 13.5                 1.875           1
3662                       20110601                   13                 1.875           1
3663                       20130701                   12                 1.875           1
3664                       20110601                12.75                 1.875           1
3665                       20110701               12.875                 1.875           1
3666                       20110701               12.875                 1.875           1
3667                       20110401                   15                 1.875           2
3668                       20110601                12.75                 2.375           1
3669                       20110701                 13.5                 1.875           1
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3671                       20110601               13.125                 1.875           1
3672                       20110601                12.75                 1.875           1
3673                       20110601                13.25                 1.875           1
3674                       20110601                12.75                 1.875           1
3675                       20110601                12.75                 1.875           1
3676                       20110601                12.75                 1.875           1
3677                       20110601                12.75                 1.875           1
3678                       20110701                 13.5                 1.875           1
3679                       20130601               13.625                 1.875           1
3680                       20110601                12.75                 1.875           1
3681                       20110701                13.25                 1.875           1
3682                       20110601                 13.5                 1.875           1
3683                       20110701                13.25                 1.875           1
3684                       20110601               12.875                 1.875           1
3685                       20110601                12.75                 1.875           1
3686                       20110601                13.25                 1.875           1
3687                       20110601                13.25                 1.875           1
3688                       20110601                   13                 1.875           1
3689                       20110601                 13.5                 1.875           1
3690                       20110601               12.875                 1.875           1
3691                       20110601                 13.5                 1.875           1
3692                       20110601               12.875                 1.875           1
3693                       20110601                 13.5                 1.875           1
3694                       20110701               12.875                 1.875           1
3695                       20110701                13.25                 1.875           1
3696                       20110601                13.25                 1.875           1
3697                       20110601                12.75                 1.875           1
3698                       20110601               12.875                 1.875           1
3699                       20110601                   13                 1.875           1
3700                       20110601                13.25                 1.875           1
3701                       20110601                13.25                 1.875           1
3702                       20110601                 13.5                 1.875           1
3703                       20110601                12.75                 1.875           1
3704                       20110701               12.875                 1.875           1
3705                       20110601               13.375                 1.875           1
3706                       20110601                 13.5                 1.875           1
3707                       20110601               13.375                 1.875           1
3708                       20110601                 13.5                 1.875           1
3709                       20110601                 13.5                 1.875           1
3710                       20080401                 11.5                 1.875           1
3711                       20090501               12.625                     2           1
3712                       20110601                   13                 1.875           1
3713                       20110501                 13.5                 1.875           1
3714                       20110601                   13                 1.875           1
3715                       20110501               12.875                 1.875           1
3716                       20110601               13.125                 1.875           1
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3718                       20110701                12.75                 1.875           1
3719                       20110601               13.375                 1.875           1
3720                       20110601                12.75                 1.875           1
3721                       20110501                12.75                 1.875           1
3722                       20110601                 13.5                 1.875           1
3723                       20110501                   13                 1.875           1
3724                       20110501                   13                 1.875           1
3725                       20110601                 14.5                 1.875           2
3726                       20130501               12.125                 1.875           1
3727                       20110501                   13                 1.875           1
3728                       20110501                 13.5                 1.875           1
3729                       20110601               12.875                 1.875           1
3730                       20110701                 13.5                 1.875           1
3731                       20110501               12.875                 1.875           1
3732                       20130601               11.375                 1.875           1
3733                       20110501               12.875                 1.875           1
3734                       20110601               12.875                 1.875           1
3735                       20110601                 13.5                 1.875           1
3736                       20110601                 13.5                 1.875           1
3737                       20110501               13.125                 1.875           1
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3739                       20090601                 12.5                 1.875           1
3740                       20110601               13.375                 1.875           1
3741                       20110601               12.875                 1.875           1
3742                       20110501                 13.5                 1.875           1
3743                       20110601                   13                 1.875           1
3744                       20110601                12.75                 1.875           1
3745                       20110701                 13.5                 1.875           1
3746                       20110601                   13                 1.875           1
3747                       20110601                12.75                 1.875           1
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3749                       20110501                13.25                 1.875           1
3750                       20110601                   13                 1.875           1
3751                       20110601               12.875                 1.875           1
3752                       20110601                 13.5                 1.875           1
3753                       20110601               12.875                 1.875           1
3754                       20110701                13.25                 1.875           1
3755                       20110601                 13.5                 1.875           1
3756                       20110701               12.875                 1.875           1
3757                       20110601                13.25                 1.875           1
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3759                       20110601                   13                 1.875           1
3760                       20110601               13.125                 1.875           1
3761                       20110601                   13                 1.875           1
3762                       20110601                   13                 1.875           1
3763                       20110601                 13.5                 1.875           1
3764                       20110601                 13.5                 1.875           1
3765                       20110601                12.75                 1.875           1
3766                       20110601               12.875                 1.875           1
3767                       20110601                12.75                 1.875           1
3768                       20110601               12.875                 1.875           1
3769                       20110701                 13.5                 1.875           1
3770                       20110601                12.75                 1.875           1
3771                       20110601                13.25                 1.875           1
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3773                       20110601                12.75                 1.875           1
3774                       20110601               12.875                 1.875           1
3775                       20110601                13.25                 1.875           1
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3777                       20110601               13.125                 1.875           1
3778                       20110601                 13.5                 1.875           1
3779                       20110601                11.75                 1.875           1
3780                       20110601                 13.5                 1.875           1
3781                       20110601               12.875                 1.875           1
3782                       20110601                13.75                 1.875           2
3783                       20110601                 13.5                 1.875           1
3784                       20110601                 13.5                 1.875           1
3785                       20110601                13.25                 1.875           1
3786                       20110601                 13.5                 1.875           1
3787                       20110601                 13.5                 1.875           1
3788                       20110601                13.25                 1.875           1
3789                       20110701                 14.5                 1.875           2
3790                       20110601                 13.5                 1.875           1
3791                       20110601                 13.5                 1.875           1
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3793                       20110701                 13.5                 1.875           1
3794                       20110601                13.25                 1.875           1
3795                       20110601                 13.5                 1.875           1
3796                       20110601                12.75                 1.875           1
3797                       20110601               13.875                 1.875           1
3798                       20110601                 13.5                 1.875           1
3799                       20110601               12.875                 1.875           1
3800                       20110701               12.875                 1.875           1
3801                       20110601                 13.5                 1.875           1
3802                       20110601               12.875                 1.875           1
3803                       20110601                 13.5                 1.875           1
3804                       20110601               12.875                 1.875           1
3805                       20110601                 13.5                 1.875           1
3806                       20110601                12.75                 1.875           1
3807                       20110701                13.25                 1.875           1
3808                       20110701                13.25                 1.875           1
3809                       20110701                13.25                 1.875           1
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3811                       20110601                 13.5                 1.875           1
3812                       20110701                   13                 1.875           1
3813                       20110701                 13.5                 1.875           1
3814                       20110601                 13.5                 1.875           1
3815                       20110601                13.25                 1.875           1
3816                       20110601               13.375                 1.875           1
3817                       20110501               12.875                 1.875           1
3818                       20110501               12.875                 1.875           1
3819                       20110501               13.125                 1.875           1
3820                       20110501                12.75                 1.875           1
3821                       20110601                13.25                 1.875           1
3822                       20110501               13.375                 1.875           1
3823                       20110501                12.75                 1.875           1
3824                       20110501               13.375                 1.875           1
3825                       20110501                   13                 1.875           1
3826                       20110601                   13                 1.875           1
3827                       20110501                 13.5                 1.875           1
3828                       20110501                 13.5                 1.875           1
3829                       20110501                12.75                 1.875           1
3830                       20110601               13.375                 1.875           1
3831                       20110601               13.375                 1.875           1
3832                       20110601                 13.5                 1.875           1
3833                       20110601                 13.5                 1.875           1
3834                       20110601                12.75                 1.875           1
3835                       20110701               20.745                 1.875           1
3836                       20110601               13.875                 1.875           2
3837                       20110601               13.875                 1.875           2
3838                       20110601                13.75                 1.875           2
3839                       20110601                12.75                 1.875           1
3840                       20110501                13.75                 1.875           1
3841                       20110601                13.25                 1.875           1
3842                       20130601               12.125                 1.875           1
3843                       20110701                   13                 1.875           1
3844                       20110601                   13                 1.875           1
3845                       20110601                13.25                 1.875           1
3846                       20110601                   13                 1.875           1
3847                       20110701               13.125                 1.875           1
3848                       20090601               13.375                 1.875           1
3849                       20110701                12.75                 1.875           1
3850                       20110701                   14                 1.875           2
3851                       20110601                 13.5                 1.875           1
3852                       20110601                12.75                 1.875           2
3853                       20110601                 13.5                 1.875           1
3854                       20110601                13.25                 1.875           2
3855                       20110601               12.875                 1.875           1
3856                       20110601                 13.5                 1.875           1
3857                       20110601                13.25                 1.875           1
3858                       20110601                 13.5                 1.875           1
3859                       20110601               12.875                 1.875           1
3860                       20110601                12.75                 1.875           1
3861                       20110601                   13                 1.875           1
3862                       20110601               12.875                 1.875           1
3863                       20110501               14.375                 1.875           2
3864                       20090601                12.25                 2.375         4.25
3865                       20110601                   13                 1.875           1
3866                       20130601                12.25                 1.875           1
3867                       20110701                 13.5                 1.875           1
3868                       20110601                 13.5                 1.875           1
3869                       20110601                 13.5                 1.875           1
3870                       20110601                 13.5                 1.875           1
3871                       20110601               14.625                 1.875           2
3872                       20110701                13.25                 1.875           1
3873                       20110601                   13                 1.875           1
3874                       20110601                13.25                 1.875           1
3875                       20110601               13.375                 1.875           1
3876                       20110601               13.375                 1.875           1
3877                       20110601               12.875                 1.875           1
3878                       20090601               12.375                 1.875           1
3879                       20110601               13.125                 1.875           1
3880                       20110601                12.75                 1.875           1
3881                       20110601                 14.5                 1.875           2
3882                       20110601               13.125                 1.875           1
3883                       20110601                12.75                 1.875           1
3884                       20110601               13.125                 1.875           1
3885                       20110601                 13.5                 1.875           1
3886                       20110601                12.75                 1.875           1
3887                       20110601               13.375                 1.875           1
3888                       20110601               12.875                 1.875           1
3889                       20110601                 13.5                 1.875           1
3890                       20110601               13.375                 1.875           1
3891                       20110501               13.375                 1.875           2
3892                       20110601                   13                 1.875           1
3893                       20110601               13.375                 1.875           1
3894                       20110601                   13                 1.875           1
3895                       20090601               12.375                 1.875           1
3896                       20110601                12.75                 1.875           1
3897                       20110601                12.75                 1.875           1
3898                       20110601               12.875                 1.875           1
3899                       20110601               13.375                 1.875           1
3900                       20110701                14.25                 1.875           2
3901                       20110601               12.875                 1.875           1
3902                       20110601                12.75                 1.875           1
3903                       20110601                 13.5                 1.875           1
3904                       20110601                12.75                 1.875           1
3905                       20110601                13.25                 1.875           1
3906                       20110601               12.875                 1.875           1
3907                       20110701               12.875                 1.875           1
3908                       20110601                 13.5                 1.875           1
3909                       20110601                12.75                 1.875           1
3910                       20110601               12.875                 1.875           1
3911                       20110601                   13                 1.875           1
3912                       20110601                13.25                 1.875           1
3913                       20110601                13.25                 1.875           1
3914                       20110601                 13.5                 1.875           1
3915                       20110601               12.875                 1.875           1
3916                       20110601                12.75                 1.875           1
3917                       20110501                   13                 1.875           1
3918                       20110601               13.125                 1.875           1
3919                       20110301               13.375                 1.875           1
3920                       20110601               12.875                 1.875           1
3921                       20110601               12.875                 1.875           1
3922                       20110601                 14.5                 1.875           2
3923                       20110601                 13.5                 1.875           1
3924                       20110701                12.75                 1.875           1
3925                       20110701               12.875                 1.875           1
3926                       20110601               14.125                 1.875           2
3927                       20110601               13.125                 1.875           1
3928                       20110601                 13.5                 1.875           1
3929                       20110701                13.25                 1.875           1
3930                       20110701               13.625                 1.875           1
3931                       20110701                 13.5                 1.875           1
3932                       20110701               14.125                 1.875           2
3933                       20110701               12.625                 1.875           1
3934                       20110701               13.375                 1.875           1
3935                       20110701               12.625                 1.875           1
3936                       20110701               12.875                 1.875           1
3937                       20110701                12.75                 1.875           1
3938                       20110601                   13                 1.875           1
3939                       20110701                12.75                 1.875           1
3940                       20110701                 13.5                 1.875           1
3941                       20110701               12.875                 1.875           1
3942                       20090701                12.25                 1.875           1
3943                       20110701               13.375                 1.875           1
3944                       20110601                   13                 1.875           1
3945                       20110601                 13.5                 1.875           1
3946                       20110701                 13.5                 1.875           1
3947                       20110601                12.75                 1.875           1
3948                       20110701                 13.5                 1.875           1
3949                       20110601               12.625                 1.875           1
3950                       20110701                13.25                 1.875           1
3951                       20110701               12.875                 1.875           1
3952                       20110701               12.875                 1.875           1
3953                       20110701                 13.5                 1.875           1
3954                       20110701                 13.5                 1.875           1
3955                       20110701                 13.5                 1.875           1
3956                       20110601                12.75                 1.875           1
3957                       20110601                 13.5                 1.875           1
3958                       20110601               12.625                 1.875           1
3959                       20110601               12.875                 1.875           1
3960                       20110601                13.25                 1.875           1
3961                       20110701               12.625                 1.875           1
3962                       20110601               13.375                 1.875           1
3963                       20110601               12.625                 1.875           1
3964                       20110601               13.125                 1.875           1
3965                       20110601                   13                 1.875           1
3966                       20110601               12.875                 1.875           1
3967                       20110601                   13                 1.875           1
3968                       20110601                 13.5                 1.875           1
3969                       20110701                12.75                 1.875           1
3970                       20110601               13.125                 1.875           1
3971                       20130601                12.75                 1.875           1
3972                       20110501               12.875                 1.875           1
3973                       20110601                13.25                 1.875           1
3974                       20110601               13.125                 1.875           1
3975                       20110601               12.875                 1.875           2
3976                       20110601                   13                 1.875         2.25
3977                       20110601                   13                 1.875           2
3978                       20110601                12.75                 1.875           1
3979                       20110601                12.75                 1.875           1
3980                       20110601               13.375                 1.875           1
3981                       20110601               13.375                 1.875           1
3982                       20110601                13.25                 1.875           1
3983                       20090701               12.875                 1.875           1
3984                       20110601                 13.5                 1.875           1
3985                       20110601                13.25                 1.875           1
3986                       20110601                 13.5                 1.875           1
3987                       20110601                12.75                 1.875           1
3988                       20110601                 14.5                 1.875           2
3989                       20110601               13.125                 1.875           1
3990                       20110601                12.75                 1.875           1
3991                       20110601                13.25                 1.875           1
3992                       20110601                   13                 1.875           1
3993                       20110601               12.875                 1.875           1
3994                       20110501                13.75                 1.875           2
3995                       20110601               12.875                 1.875           1
3996                       20110601                 13.5                 1.875           1
3997                       20110501                12.75                 1.875           1
3998                       20110601                   13                 1.875           1
3999                       20110601                12.75                 1.875           1
4000                       20110701               13.125                 1.875           1
4001                       20110601                12.75                 1.875           1
4002                       20130601               12.625                 1.875           1
4003                       20110601               13.375                 1.875           1
4004                       20110701                12.75                 1.875           1
4005                       20110701               13.375                 1.875           1
4006                       20110701                 13.5                 1.875           1
4007                       20110701                 13.5                 1.875           1
4008                       20110601                12.75                 1.875           1
4009                       20110601                13.75                 1.875           1
4010                       20110601               13.375                 1.875           1
4011                       20110601               13.125                 1.875           1
4012                       20110601               13.125                 1.875           1
4013                       20110501                12.75                 1.875           1
4014                       20110501                   13                 1.875           1
4015                       20110601                 13.5                 1.875           1
4016                       20110601                12.75                 1.875           1
4017                       20110501                12.75                 1.875           1
4018                       20090501               12.375                 1.875           1
4019                       20110701                12.75                 1.875           1
4020                       20110601                 14.5                 1.875           1
4021                       20061201               13.125                 1.875           1
4022                       20130501               11.625                 2.275           2
4023                       20130401                11.75                     2           2
4024                       20130301                13.25                     2           2
4025                       20130501               11.875                     2           2
4026                       20130301               11.875                     2           2
4027                       20130401                11.75                     2           2
4028                       20130301                   13                     2           2
4029                       20130501                12.25                     2           2
4030                       20130501               11.875                     2           2
4031                       20130401                12.75                     2           2
4032                       20130401                11.25                     2           2
4033                       20130301                 12.5                     2           2
4034                       20130501               11.875                     2           2
4035                       20130501               11.875                     2           2
4036                       20130401               11.875                     2           2
4037                       20130101                 13.5                     2           2
4038                       20120701                10.75                     2           2
4039                       20130401                 12.5                   2.5           2
4040                       20130401                11.75                     2           2
4041                       20130501                 11.5                     2           2
4042                       20130501                 11.5                     2           2
4043                       20130501                 12.5                     2           2
4044                       20130401               11.625                     2           2
4045                       20130501                11.75                     2           2
4046                       20130401                11.75                     2           2
4047                       20130401                11.75                     2           2
4048                       20130501               11.625                     2           2
4049                       20130501                 11.5                     2           2
4050                       20130401               11.875                     2           2
4051                       20130501                11.75                     2           2
4052                       20130501                 11.5                     2           2
4053                       20130501                11.75                     2           2
4054                       20130501                11.75                     2           2
4055                       20130401               11.625                     2           2
4056                       20130501               12.125                     2           2
4057                       20130401                 12.5                     2           2
4058                       20121201                11.25                     2           1
4059                       20130501                11.75                     2           2
4060                       20130501                12.75                     2           2
4061                       20130401                   12                     2           2
4062                       20130501               11.875                     2           2
4063                       20130101                12.25                     2           2
4064                       20121201               12.375                     2           2
4065                       20120801                 11.5                     2           2
4066                       20130501               11.375                     2           2
4067                       20130401                11.75                     2           2
4068                       20130501                11.25                     2           2
4069                       20130501               11.375                     2           2
4070                       20130501                   12                     2           2
4071                       20130401                12.75                     2           2
4072                       20130101               12.125                     2           2
4073                       20130301                   11                     2           2
4074                       20130301                12.75                     2           2
4075                       20130101               12.375                     2           2
4076                       20121001                12.25                     2           2
4077                       20130501                   13                     2           2
4078                       20130501               11.625                     2           2
4079                       20130401                 11.5                     2           2
4080                       20130501               11.875                     2           2
4081                       20130501                11.25                     2           2
4082                       20130501               11.375                     2           2
4083                       20130501               11.875                     2           2
4084                       20121201               11.875                     2           2
4085                       20110501                12.75                 1.875           1
4086                       20110201               13.125                 1.875           1
4087                       20090501               14.125                 1.875           1
4088                       20080501               11.375                 1.875           1
4089                       20060901                   12                     2           0
4090                       20061201                   12                  1.75           0
4091                       20060801                   13                 1.875           0
4092                       20110601                 12.5                  1.75           2
4093                       20110701                 12.5                     2           2
4094                       20110601                12.75                     2           2
4095                       20110601                 12.5                     2           2
4096                       20110701               12.625                     2           2
4097                       20110601                12.75                     2           2
4098                       20110601                   13                     2           2
4099                       20110601                 12.5                     2           2
4100                       20110601                 12.5                     2           2
4101                       20110601               13.125                     2           2
4102                       20110701                12.75                     2           2
4103                       20110701               12.625                     2           2
4104                       20110701               12.625                     2           2
4105                       20110701               12.625                     2           2
4106                       20090501               12.875                     2           2
4107                       20110601               12.875                 1.875           1
4108                       20090401               12.625                 1.875           1
4109                       20110501                 12.5                 3.875           1
4110                       20110401               13.375                 1.875           1
4111                       20130401               12.625                 1.875           1
4112                       20110201               13.125                 1.875           1
4113                       20110701                12.75                 1.875           1
4114                       20110701                12.75                 1.875           1
4115                       20110701               13.125                 1.875           1
4116                       20110701                   13                 1.875           1
4117                       20110701                13.25                 1.875           1
4118                       20110701                12.75                 1.875           1
4119                       20110701                 13.5                 1.875           1
4120                       20110701                   13                 1.875           1
4121                       20110701               13.375                 1.875           1
4122                       20110701               12.875                 1.875           1
4123                       20110701                   13                 1.875           1
4124                       20110701                12.75                 1.875           1
4125                       20110701                 13.5                 1.875           1
4126                       20110701                12.75                 1.875           1
4127                       20110701                12.75                 1.875           1
4128                       20110701               12.875                 1.875           1
4129                       20110701               13.375                 1.875           1
4130                       20110701                 13.5                 1.875           1
4131                       20110701                12.75                 1.875           1
4132                       20110701                13.25                 1.875           1
4133                       20110701                12.75                 1.875           1
4134                       20110701               13.375                 1.875           1
4135                       20090701                   13                 1.875           1
4136                       20110701               12.875                 1.875           1
4137                       20110701                12.75                 1.875           1
4138                       20110701               13.625                 1.875           1
4139                       20110701               13.875                 1.875           1
4140                       20110701                 13.5                 1.875           1
4141                       20110701                13.25                 1.875           1
4142                       20130701               13.125                 1.875           1
4143                       20110701               13.125                 1.875           1
4144                       20090601               14.125                 1.875           2
4145                       20110701                   13                 1.875           1
4146                       20110701               12.875                 1.875           1
4147                       20110701                   13                 1.875           1
4148                       20110601               12.875                 1.875           1
4149                       20110601                12.75                 1.875           1
4150                       20110601                 13.5                 1.875           1
4151                       20090601               13.125                 1.875           1
4152                       20110701               12.625                 1.875           1
4153                       20110601               12.875                 1.875           1
4154                       20110501                   13                 1.875           1
4155                       20110601               13.125                 1.875           1
4156                       20090501                 13.5                 1.875           1
4157                       20110501               12.875                 1.875           1
4158                       20130501                 12.5                 1.875           1
4159                       20110601                   13                 1.875           1
4160                       20110601               13.375                 1.875           1
4161                       20110601               13.375                 1.875           1
4162                       20110601                   13                 1.875           1
4163                       20110601                13.25                 1.875           1
4164                       20110601               12.875                 1.875           1
4165                       20110601                13.25                 1.875           1
4166                       20110601               13.875                 1.875           2
4167                       20110501                   13                 1.875           1
4168                       20110601                 13.5                 1.875           1
4169                       20110601                   13                 1.875           1
4170                       20110601                 13.5                 1.875           1
4171                       20110601               12.625                 1.875           1
4172                       20110701                 13.5                 1.875           1
4173                       20110701                 13.5                 1.875           1
4174                       20110601               12.875                 1.875           1
4175                       20110601                 13.5                 1.875           1
4176                       20110601                 13.5                 1.875           1
4177                       20110601               12.625                 1.875           1
4178                       20110501               13.125                 1.875           1
4179                       20110601               12.625                 1.875           1
4180                       20110601               12.625                 1.875           1
4181                       20110601                12.75                 1.875           1
4182                       20110601                   13                 1.875           1
4183                       20110701               13.375                 1.875           1
4184                       20110601                   13                 1.875           1
4185                       20110601               13.625                 1.875           1
4186                       20110601               12.875                 1.875           1
4187                       20110601               12.625                 1.875           1
4188                       20110601               13.375                 1.875           1
4189                       20110601                   13                 1.875           1
4190                       20110601                 13.5                 1.875           1
4191                       20110601                 13.5                 1.875           1
4192                       20110601               12.875                 1.875           1
4193                       20110601               13.125                 1.875           1
4194                       20110701                 13.5                 1.875           1
4195                       20110601                 13.5                 1.875           1
4196                       20110601               12.875                 1.875           1
4197                       20110601               13.125                 1.875           1
4198                       20110701               12.875                 1.875           1
4199                       20110701               12.875                 1.875           1
4200                       20110601                13.25                 1.875           1
4201                       20110601                12.75                 1.875           1
4202                       20110601                   13                 1.875           1
4203                       20110601                 13.5                 1.875           1
4204                       20110601               12.875                 1.875           1
4205                       20110601                   13                 1.875           1
4206                       20110601                   13                 1.875           1
4207                       20110601                 13.5                 1.875           1
4208                       20110601               13.375                 1.875           1
4209                       20110601                 13.5                 1.875           1
4210                       20110501               13.875                 1.875           2
4211                       20110501               13.875                 2.375           2
4212                       20061201                   12                 2.375           1
4213                       20090701               12.875                 1.875           1
4214                       20110601               12.625                 1.875           1
4215                       20110601                   13                 1.875           1
4216                       20110601               12.875                 1.875           1
4217                       20110601                13.25                 1.875           1
4218                       20110601               12.875                 1.875           1
4219                       20110601               13.125                 1.875           1
4220                       20110601                 13.5                 1.875           1
4221                       20110601                 13.5                 1.875           1
4222                       20090601                14.25                 1.875           1
4223                       20090601               13.375                 1.875           1
4224                       20110601                13.25                 1.875           1
4225                       20110601                   13                 1.875           1
4226                       20110601                 13.5                 1.875           1
4227                       20110601                12.75                 1.875           1
4228                       20110601                13.25                 1.875           1
4229                       20110501               12.625                 1.875           1
4230                       20110601                13.25                 1.875           1
4231                       20110601                13.25                 1.875           1
4232                       20110601                   13                 1.875           1
4233                       20110601               13.125                 1.875           1
4234                       20110601               12.875                 1.875           1
4235                       20110601                 13.5                 1.875           1
4236                       20110601                 13.5                 1.875           1
4237                       20110601               12.625                 1.875           1
4238                       20110601                   13                 1.875           1
4239                       20110701               13.125                 1.875           1
4240                       20110601                 13.5                 1.875           1
4241                       20110701                 13.5                 1.875           1
4242                       20110601               12.875                 1.875           1
4243                       20110601                 13.5                 1.875           1
4244                       20110601               13.125                 1.875           1
4245                       20110601               13.375                 1.875           1
4246                       20110601                   13                 1.875           1
4247                       20110601               13.375                 1.875           1
4248                       20110601                 13.5                 1.875           1
4249                       20110601               12.625                 1.875           1
4250                       20110701                 13.5                 1.875           1
4251                       20110701                 13.5                 1.875           1
4252                       20110501               12.875                 1.875           1
4253                       20090501               12.375                 1.875           1
4254                       20110601                 13.5                 1.875           1
4255                       20110601               12.625                 1.875           1
4256                       20110701                 13.5                 1.875           1
4257                       20110601               13.375                 1.875           1
4258                       20110701                 13.5                 1.875           1
4259                       20110601               12.875                 1.875           1
4260                       20110601                   13                 1.875           1
4261                       20110601                   13                 1.875           1
4262                       20110701                12.75                 1.875           1
4263                       20110701               12.875                 1.875           1
4264                       20110601               12.625                 1.875           1
4265                       20110701               12.625                 1.875           1
4266                       20110701               13.375                 1.875           1
4267                       20110701                   13                 1.875           1
4268                       20090701               12.625                 1.875           1
4269                       20110701                13.25                 1.875           1
4270                       20110701                13.25                 1.875           1
4271                       20130701               12.375                 1.875           1
4272                       20110701                   13                 1.875           1
4273                       20110701                   13                 1.875           1
4274                       20110601                   13                 1.875           1
4275                       20110601                 13.5                 1.875           1
4276                       20110701               12.875                 1.875           1
4277                       20110701               12.875                 1.875           1
4278                       20110701               12.875                 1.875           1
4279                       20110701               13.625                 1.875           1
4280                       20110701                13.25                 1.875           1
4281                       20130701                12.25                 1.875           1
4282                       20110701                12.75                 1.875           1
4283                       20110601                 13.5                 1.875           1
4284                       20110701               12.625                 1.875           1
4285                       20110701                12.75                 1.875           1
4286                       20110601                   13                 1.875           1
4287                       20110701                 13.5                 1.875           1
4288                       20110601               13.125                 1.875           1
4289                       20110601               12.875                 1.875           1
4290                       20110601               13.125                 1.875           1
4291                       20110601               12.875                 1.875           1
4292                       20110601                 13.5                 1.875           1
4293                       20110601                   13                 1.875           1
4294                       20110601                13.25                 1.875           1
4295                       20110601               12.625                 1.875           1
4296                       20110601               12.625                 1.875           1
4297                       20110601               12.625                 1.875           1
4298                       20110601                   13                 1.875           1
4299                       20110701               12.875                 1.875           1
4300                       20110601                   13                 1.875           1
4301                       20110601               12.625                 1.875           1
4302                       20110701               12.875                 1.875           1
4303                       20110701                 13.5                 1.875           1
4304                       20110601                   13                 1.875           1
4305                       20110601                13.25                 1.875           1
4306                       20110601                 13.5                 1.875           1
4307                       20110601               13.375                 1.875           1
4308                       20110601               12.875                 1.875           1
4309                       20110701                12.75                 1.875           1
4310                       20110701               12.875                 1.875           1
4311                       20110701               13.375                 1.875           1
4312                       20110701                 13.5                 1.875           1
4313                       20110701               12.875                 1.875           1
4314                       20110701               12.625                 1.875           1
4315                       20110601               12.625                 1.875           1
4316                       20110701                   13                 1.875           1
4317                       20110701               12.875                 1.875           1
4318                       20110601                 13.5                 1.875           1
4319                       20110601                 13.5                 1.875           1
4320                       20110601                12.75                 1.875           1
4321                       20110701                12.75                 1.875           1
4322                       20110601               13.125                 1.875           1
4323                       20110601               13.375                 1.875           1
4324                       20110701                   13                 1.875           1
4325                       20110601                   13                 1.875           1
4326                       20110601                 13.5                 1.875           1
4327                       20110601                 13.5                 1.875           1
4328                       20110601                12.75                 1.875           1
4329                       20110701               12.875                 1.875           1
4330                       20110701                   13                 1.875           1
4331                       20080701               14.125                 1.875           1
4332                       20110601                   13                     2           1
4333                       20110601                12.75                 1.875           1
4334                       20110601               12.625                 1.875           1
4335                       20110601                 13.5                 1.875           1
4336                       20110601                 13.5                 1.875           1
4337                       20110601               12.625                 1.875           1
4338                       20110701                 13.5                 1.875           1
4339                       20110601                 13.5                 1.875           1
4340                       20110601                   13                 1.875           1
4341                       20110601               12.625                 1.875           1
4342                       20090601                12.25                 1.875           1
4343                       20110601               12.875                 1.875           1
4344                       20110601               12.625                 1.875           1
4345                       20130601               11.875                 1.875           1
4346                       20110601               13.125                 1.875           1
4347                       20110601               12.625                 1.875           1
4348                       20110601                 13.5                 1.875           1
4349                       20110601                12.75                 1.875           1
4350                       20110601               13.625                 1.875           1
4351                       20110601                   13                 1.875           1
4352                       20110601               12.875                 1.875           1
4353                       20110601                   13                 1.875           1
4354                       20110601               12.875                 1.875           1
4355                       20110601                 13.5                 1.875           1
4356                       20110601               12.875                 1.875           1
4357                       20110601                13.25                 1.875           1
4358                       20110601               13.125                 1.875           1
4359                       20110601                13.25                 1.875           1
4360                       20110601               13.125                 1.875           1
4361                       20110601                 13.5                 1.875           1
4362                       20110601               12.625                 1.875           1
4363                       20110601               12.625                 1.875           1
4364                       20110601                   13                 1.875           1
4365                       20110601               13.125                 1.875           1
4366                       20110601               12.625                 1.875           1
4367                       20110601                12.75                 1.875           1
4368                       20110601                 13.5                 1.875           1
4369                       20110601               13.125                 1.875           1
4370                       20110601               12.875                 1.875           1
4371                       20110601               13.375                 1.875           1
4372                       20110601               13.125                 1.875           1
4373                       20110601               13.125                 1.875           1
4374                       20110601                   13                 1.875           1
4375                       20110601                12.75                 1.875           1
4376                       20110601               12.625                 1.875           1
4377                       20110601               12.875                 1.875           1
4378                       20110601                 13.5                 1.875           1
4379                       20110601               12.875                 1.875           1
4380                       20110601                12.75                 1.875           1
4381                       20110601               13.125                 1.875           1
4382                       20130701               12.625                 1.875           1
4383                       20110701                12.75                 1.875           1
4384                       20110601                 13.5                 1.875           1
4385                       20130601               11.625                 1.875           1
4386                       20110701               12.875                 1.875           1
4387                       20110601               12.875                 1.875           1
4388                       20130601               13.625                 1.875           1
4389                       20110601               13.625                 1.875           1
4390                       20110701               13.625                 1.875           1
4391                       20110701               12.875                 1.875           1
4392                       20110601               13.625                 1.875           1
4393                       20110601               13.125                 1.875           1
4394                       20110601               13.125                 1.875           1
4395                       20110601                 13.5                 1.875           1
4396                       20110601                13.25                 1.875           1
4397                       20090601                   14                 1.875           1
4398                       20110501               13.375                 1.875           1
4399                       20110501               12.875                 1.875           1
4400                       20110601               12.625                 1.875           1
4401                       20110601               12.625                 1.875           1
4402                       20110601                12.75                 1.875           1
4403                       20110601                12.75                 1.875           1
4404                       20130601                 12.5                 1.875           1
4405                       20110601               12.625                 1.875           1
4406                       20110601                12.75                 1.875           1
4407                       20110601               13.375                 1.875           1
4408                       20110601                12.75                 1.875           1
4409                       20110601               13.375                 1.875           1
4410                       20110601               12.875                 1.875           1
4411                       20110601               13.375                 1.875           1
4412                       20130601               11.625                 1.875           1
4413                       20110601               13.375                 1.875           1
4414                       20110601               13.125                 1.875           1
4415                       20110701                 13.5                 1.875           1
4416                       20110601               12.875                 1.875           1
4417                       20110601               12.625                 1.875           1
4418                       20110601                 13.5                 1.875           1
4419                       20110601               13.375                 1.875           1
4420                       20110601               12.875                 1.875           1
4421                       20110601                13.25                 1.875           1
4422                       20110601               13.375                 1.875           1
4423                       20110601                 13.5                 1.875           1
4424                       20110601               12.875                 1.875           1
4425                       20110601                 13.5                 1.875           1
4426                       20110601                 13.5                 1.875           1
4427                       20110601               13.875                 1.875           2
4428                       20110601                 13.5                 1.875           1
4429                       20110601                12.75                 1.875           1
4430                       20110601                 13.5                 1.875           1
4431                       20110601                13.25                 1.875           1
4432                       20110601                 13.5                 1.875           1
4433                       20110601                   13                 1.875           1
4434                       20130501                 11.5                 1.875           2
4435                       20130501               11.875                     2           2
4436                       20070901               12.125                     2           2
4437                       20110701               13.125                     2           1
4438                       20130501                 11.5                 1.875           2
4439                       20110601                 13.5                     2           1



              LIEN                  BALLOON            IO_FLAG               IO_PERIOD
__________________________________________________________________________________________
1             First Lien                                 Y                     120
2             First Lien                                 Y                     120
3             First Lien                                 Y                     120
4             First Lien                                 N                     0
5             First Lien                                 Y                     120
6             First Lien                                 Y                     60
7             First Lien                                 Y                     60
8             First Lien                                 Y                     60
9             First Lien                                 N                     0
10            First Lien                                 Y                     120
11            First Lien                                 N                     0
12            First Lien                                 Y                     120
13            First Lien                                 Y                     120
14            First Lien                                 Y                     120
15            First Lien                                 Y                     60
16            First Lien                                 Y                     36
17            First Lien                                 Y                     36
18            First Lien                                 Y                     36
19            First Lien                                 Y                     36
20            First Lien                                 N                     0
21            First Lien                                 Y                     60
22            First Lien                                 Y                     84
23            First Lien                                 Y                     36
24            First Lien                                 Y                     60
25            First Lien                                 Y                     60
26            First Lien                                 Y                     60
27            First Lien                                 Y                     120
28            First Lien                                 Y                     120
29            First Lien                                 N                     0
30            First Lien                                 N                     0
31            First Lien                                 N                     0
32            First Lien                                 Y                     120
33            First Lien                                 N                     0
34            First Lien                                 Y                     120
35            First Lien                                 Y                     120
36            First Lien                                 Y                     120
37            First Lien                                 Y                     120
38            First Lien                                 N                     0
39            First Lien                                 Y                     120
40            First Lien                                 Y                     120
41            First Lien                                 Y                     120
42            First Lien                                 Y                     120
43            First Lien                                 Y                     120
44            First Lien                                 Y                     120
45            First Lien                                 Y                     120
46            First Lien                                 Y                     120
47            First Lien                                 Y                     120
48            First Lien                                 Y                     120
49            First Lien                                 N                     0
50            First Lien                                 N                     0
51            First Lien                                 Y                     120
52            First Lien                                 Y                     120
53            First Lien                                 Y                     120
54            First Lien                                 Y                     120
55            First Lien                                 Y                     120
56            First Lien                                 Y                     60
57            First Lien                                 Y                     120
58            First Lien                                 Y                     120
59            First Lien                                 Y                     120
60            First Lien                                 Y                     120
61            First Lien                                 Y                     60
62            First Lien                                 Y                     60
63            First Lien                                 Y                     60
64            First Lien                                 Y                     60
65            First Lien                                 Y                     60
66            First Lien                                 Y                     120
67            First Lien                                 Y                     60
68            First Lien                                 Y                     60
69            First Lien                                 Y                     60
70            First Lien                                 Y                     60
71            First Lien                                 Y                     60
72            First Lien                                 Y                     60
73            First Lien                                 Y                     60
74            First Lien                                 Y                     120
75            First Lien                                 Y                     120
76            First Lien                                 Y                     120
77            First Lien                                 Y                     120
78            First Lien                                 Y                     120
79            First Lien                                 Y                     120
80            First Lien                                 Y                     120
81            First Lien                                 Y                     120
82            First Lien                                 Y                     120
83            First Lien                                 Y                     120
84            First Lien                                 Y                     120
85            First Lien                                 Y                     120
86            First Lien                                 Y                     84
87            First Lien                                 Y                     84
88            First Lien                                 Y                     84
89            First Lien                                 Y                     120
90            First Lien                                 Y                     84
91            First Lien                                 Y                     120
92            First Lien                                 N                     0
93            First Lien                                 Y                     120
94            First Lien                                 Y                     120
95            First Lien                                 Y                     120
96            First Lien                                 Y                     120
97            First Lien                                 Y                     120
98            First Lien                                 N                     0
99            First Lien                                 Y                     120
100           First Lien                                 N                     0
101           First Lien                                 Y                     120
102           First Lien                                 N                     0
103           First Lien                                 Y                     120
104           First Lien                                 Y                     120
105           First Lien                                 Y                     84
106           First Lien                                 Y                     120
107           First Lien                                 Y                     120
108           First Lien                                 N                     0
109           First Lien                                 Y                     120
110           First Lien                                 Y                     84
111           First Lien                                 Y                     120
112           First Lien                                 Y                     120
113           First Lien                                 Y                     120
114           First Lien                                 Y                     84
115           First Lien                                 Y                     84
116           First Lien                                 Y                     84
117           First Lien                                 Y                     84
118           First Lien                                 N                     0
119           First Lien                                 Y                     120
120           First Lien                                 N                     0
121           First Lien                                 Y                     120
122           First Lien                                 Y                     84
123           First Lien                                 Y                     120
124           First Lien                                 Y                     120
125           First Lien                                 Y                     120
126           First Lien                                 Y                     84
127           First Lien                                 Y                     84
128           First Lien                                 Y                     120
129           First Lien                                 Y                     120
130           First Lien                                 Y                     84
131           First Lien                                 Y                     120
132           First Lien                                 Y                     84
133           First Lien                                 Y                     84
134           First Lien                                 Y                     120
135           First Lien                                 Y                     84
136           First Lien                                 Y                     84
137           First Lien                                 Y                     84
138           First Lien                                 Y                     84
139           First Lien                                 Y                     84
140           First Lien                                 Y                     120
141           First Lien                                 Y                     84
142           First Lien                                 N                     0
143           First Lien                                 Y                     120
144           First Lien                                 Y                     120
145           First Lien                                 Y                     120
146           First Lien                                 N                     0
147           First Lien                                 Y                     120
148           First Lien                                 Y                     60
149           First Lien                                 N                     0
150           First Lien                                 N                     0
151           First Lien                                 Y                     120
152           First Lien                                 Y                     120
153           First Lien                                 N                     0
154           First Lien                                 Y                     120
155           First Lien                                 Y                     120
156           First Lien                                 Y                     120
157           First Lien                                 Y                     120
158           First Lien                                 Y                     120
159           First Lien                                 Y                     120
160           First Lien                                 Y                     60
161           First Lien                                 N                     0
162           First Lien                                 Y                     60
163           First Lien                                 Y                     120
164           First Lien                                 Y                     120
165           First Lien                                 Y                     120
166           First Lien                                 Y                     60
167           First Lien                                 N                     0
168           First Lien                                 Y                     60
169           First Lien                                 Y                     120
170           First Lien                                 Y                     120
171           First Lien                                 Y                     120
172           First Lien                                 Y                     120
173           First Lien                                 N                     0
174           First Lien                                 Y                     120
175           First Lien                                 Y                     120
176           First Lien                                 Y                     120
177           First Lien                                 Y                     120
178           First Lien                                 Y                     120
179           First Lien                                 Y                     120
180           First Lien                                 Y                     120
181           First Lien                                 Y                     120
182           First Lien                                 N                     0
183           First Lien                                 Y                     120
184           First Lien                                 Y                     120
185           First Lien                                 Y                     120
186           First Lien                                 Y                     120
187           First Lien                                 Y                     120
188           First Lien                                 Y                     120
189           First Lien                                 N                     0
190           First Lien                                 Y                     120
191           First Lien                                 Y                     120
192           First Lien                                 Y                     120
193           First Lien                                 Y                     120
194           First Lien                                 N                     0
195           First Lien                                 Y                     120
196           First Lien                                 Y                     120
197           First Lien                                 Y                     120
198           First Lien                                 Y                     120
199           First Lien                                 Y                     120
200           First Lien                                 Y                     120
201           First Lien                                 Y                     120
202           First Lien                                 N                     0
203           First Lien                                 Y                     120
204           First Lien                                 N                     0
205           First Lien                                 Y                     36
206           First Lien                                 Y                     84
207           First Lien                                 Y                     120
208           First Lien                                 Y                     84
209           First Lien                                 Y                     36
210           First Lien                                 Y                     120
211           First Lien                                 Y                     120
212           First Lien                                 Y                     36
213           First Lien                                 Y                     36
214           First Lien                                 Y                     36
215           First Lien                                 Y                     120
216           First Lien                                 Y                     120
217           First Lien                                 Y                     36
218           First Lien                                 Y                     120
219           First Lien                                 Y                     120
220           First Lien                                 Y                     36
221           First Lien                                 Y                     36
222           First Lien                                 Y                     120
223           First Lien                                 Y                     120
224           First Lien                                 Y                     84
225           First Lien                                 Y                     84
226           First Lien                                 Y                     84
227           First Lien                                 Y                     84
228           First Lien                                 Y                     84
229           First Lien                                 Y                     120
230           First Lien                                 Y                     84
231           First Lien                                 Y                     120
232           First Lien                                 Y                     120
233           First Lien                                 Y                     120
234           First Lien                                 Y                     120
235           First Lien                                 Y                     84
236           First Lien                                 Y                     120
237           First Lien                                 Y                     120
238           First Lien                                 Y                     120
239           First Lien                                 Y                     120
240           First Lien                                 Y                     120
241           First Lien                                 Y                     120
242           First Lien                                 Y                     120
243           First Lien                                 Y                     120
244           First Lien                                 Y                     120
245           First Lien                                 Y                     120
246           First Lien                                 Y                     120
247           First Lien                                 Y                     120
248           First Lien                                 Y                     120
249           First Lien                                 N                     0
250           First Lien                                 N                     0
251           First Lien                                 Y                     120
252           First Lien                                 N                     0
253           First Lien                                 N                     0
254           First Lien                                 Y                     120
255           First Lien                                 Y                     60
256           First Lien                                 Y                     120
257           First Lien                                 Y                     120
258           First Lien                                 Y                     120
259           First Lien                                 Y                     120
260           First Lien                                 Y                     120
261           First Lien                                 Y                     60
262           First Lien                                 Y                     60
263           First Lien                                 N                     0
264           First Lien                                 Y                     120
265           First Lien                                 Y                     60
266           First Lien                                 Y                     120
267           First Lien                                 Y                     60
268           First Lien                                 Y                     120
269           First Lien                                 Y                     120
270           First Lien                                 N                     0
271           First Lien                                 N                     0
272           First Lien                                 N                     0
273           First Lien                                 N                     0
274           First Lien                                 N                     0
275           First Lien                                 N                     0
276           First Lien                                 Y                     120
277           First Lien                                 N                     0
278           First Lien                                 N                     0
279           First Lien                                 Y                     120
280           First Lien                                 Y                     120
281           First Lien                                 Y                     120
282           First Lien                                 Y                     120
283           First Lien                                 Y                     120
284           First Lien                                 Y                     120
285           First Lien                                 Y                     120
286           First Lien                                 Y                     120
287           First Lien                                 Y                     120
288           First Lien                                 N                     0
289           First Lien                                 Y                     120
290           First Lien                                 N                     0
291           First Lien                                 N                     0
292           First Lien                                 Y                     120
293           First Lien                                 Y                     120
294           First Lien                                 Y                     120
295           First Lien                                 Y                     120
296           First Lien                                 N                     0
297           First Lien                                 Y                     120
298           First Lien                                 Y                     120
299           First Lien                                 Y                     120
300           First Lien                                 Y                     120
301           First Lien                                 Y                     120
302           First Lien                                 Y                     120
303           First Lien                                 Y                     60
304           First Lien                                 Y                     60
305           First Lien                                 Y                     120
306           First Lien                                 Y                     120
307           First Lien                                 Y                     120
308           First Lien                                 Y                     120
309           First Lien                                 Y                     120
310           First Lien                                 Y                     120
311           First Lien                                 N                     0
312           First Lien                                 N                     0
313           First Lien                                 Y                     120
314           First Lien                                 Y                     120
315           First Lien                                 Y                     120
316           First Lien                                 Y                     120
317           First Lien                                 Y                     120
318           First Lien                                 Y                     120
319           First Lien                                 Y                     120
320           First Lien                                 Y                     60
321           First Lien                                 N                     0
322           First Lien                                 Y                     120
323           First Lien                                 Y                     120
324           First Lien                                 Y                     120
325           First Lien                                 N                     0
326           First Lien                                 N                     0
327           First Lien                                 N                     0
328           First Lien                                 Y                     120
329           First Lien                                 Y                     120
330           First Lien                                 N                     0
331           First Lien                                 Y                     120
332           First Lien                                 Y                     120
333           First Lien                                 Y                     120
334           First Lien                                 Y                     120
335           First Lien                                 Y                     120
336           First Lien                                 Y                     60
337           First Lien                                 N                     0
338           First Lien                                 Y                     120
339           First Lien                                 N                     0
340           First Lien                                 Y                     120
341           First Lien                                 Y                     120
342           First Lien                                 Y                     120
343           First Lien                                 Y                     120
344           First Lien                                 Y                     120
345           First Lien                                 Y                     60
346           First Lien                                 Y                     120
347           First Lien                                 Y                     120
348           First Lien                                 Y                     120
349           First Lien                                 Y                     120
350           First Lien                                 Y                     120
351           First Lien                                 Y                     120
352           First Lien                                 N                     0
353           First Lien                                 Y                     120
354           First Lien                                 Y                     120
355           First Lien                                 Y                     120
356           First Lien                                 Y                     120
357           First Lien                                 Y                     120
358           First Lien                                 Y                     120
359           First Lien                                 Y                     120
360           First Lien                                 Y                     120
361           First Lien                                 Y                     120
362           First Lien                                 N                     0
363           First Lien                                 Y                     120
364           First Lien                                 N                     0
365           First Lien                                 Y                     60
366           First Lien                                 Y                     120
367           First Lien                                 N                     0
368           First Lien                                 Y                     120
369           First Lien                                 N                     0
370           First Lien                                 Y                     120
371           First Lien                                 N                     0
372           First Lien                                 N                     0
373           First Lien                                 Y                     120
374           First Lien                                 N                     0
375           First Lien                                 Y                     120
376           First Lien                                 Y                     120
377           First Lien                                 Y                     120
378           First Lien                                 Y                     120
379           First Lien                                 N                     0
380           First Lien                                 Y                     120
381           First Lien                                 Y                     120
382           First Lien                                 Y                     120
383           First Lien                                 Y                     60
384           First Lien                                 Y                     120
385           First Lien                                 N                     0
386           First Lien                                 Y                     60
387           First Lien                                 Y                     120
388           First Lien                                 Y                     120
389           First Lien                                 Y                     120
390           First Lien                                 Y                     120
391           First Lien                                 Y                     60
392           First Lien                                 Y                     60
393           First Lien                                 Y                     60
394           First Lien                                 Y                     120
395           First Lien                                 Y                     60
396           First Lien                                 Y                     120
397           First Lien                                 Y                     120
398           First Lien                                 N                     0
399           First Lien                                 Y                     120
400           First Lien                                 Y                     120
401           First Lien                                 Y                     120
402           First Lien                                 Y                     120
403           First Lien                                 Y                     120
404           First Lien                                 Y                     120
405           First Lien                                 Y                     120
406           First Lien                                 Y                     120
407           First Lien                                 Y                     120
408           First Lien                                 N                     0
409           First Lien                                 Y                     120
410           First Lien                                 Y                     120
411           First Lien                                 Y                     120
412           First Lien                                 N                     0
413           First Lien                                 Y                     120
414           First Lien                                 Y                     120
415           First Lien                                 Y                     120
416           First Lien                                 N                     0
417           First Lien                                 N                     0
418           First Lien                                 Y                     120
419           First Lien                                 Y                     120
420           First Lien                                 N                     0
421           First Lien                                 Y                     120
422           First Lien                                 Y                     120
423           First Lien                                 Y                     120
424           First Lien                                 Y                     120
425           First Lien                                 Y                     120
426           First Lien                                 Y                     120
427           First Lien                                 Y                     120
428           First Lien                                 Y                     120
429           First Lien                                 Y                     120
430           First Lien                                 Y                     120
431           First Lien                                 Y                     120
432           First Lien                                 Y                     120
433           First Lien                                 Y                     120
434           First Lien                                 Y                     120
435           First Lien                                 Y                     120
436           First Lien                                 Y                     60
437           First Lien                                 Y                     120
438           First Lien                                 N                     0
439           First Lien                                 Y                     120
440           First Lien                                 Y                     120
441           First Lien                                 Y                     120
442           First Lien                                 Y                     120
443           First Lien                                 Y                     120
444           First Lien                                 Y                     120
445           First Lien                                 Y                     120
446           First Lien                                 Y                     120
447           First Lien                                 N                     0
448           First Lien                                 Y                     120
449           First Lien                                 Y                     120
450           First Lien                                 Y                     120
451           First Lien                                 Y                     120
452           First Lien                                 Y                     120
453           First Lien                                 Y                     120
454           First Lien                                 Y                     120
455           First Lien                                 Y                     120
456           First Lien                                 Y                     120
457           First Lien                                 Y                     60
458           First Lien                                 Y                     120
459           First Lien                                 Y                     120
460           First Lien                                 Y                     120
461           First Lien                                 Y                     120
462           First Lien                                 Y                     120
463           First Lien                                 Y                     120
464           First Lien                                 Y                     120
465           First Lien                                 Y                     120
466           First Lien                                 N                     0
467           First Lien                                 Y                     120
468           First Lien                                 Y                     120
469           First Lien                                 Y                     120
470           First Lien                                 Y                     120
471           First Lien                                 Y                     120
472           First Lien                                 Y                     120
473           First Lien                                 Y                     120
474           First Lien                                 Y                     120
475           First Lien                                 Y                     120
476           First Lien                                 Y                     120
477           First Lien                                 N                     0
478           First Lien                                 Y                     120
479           First Lien                                 N                     0
480           First Lien                                 Y                     120
481           First Lien                                 Y                     120
482           First Lien                                 Y                     120
483           First Lien                                 Y                     120
484           First Lien                                 Y                     120
485           First Lien                                 Y                     120
486           First Lien                                 Y                     120
487           First Lien                                 Y                     120
488           First Lien                                 Y                     120
489           First Lien                                 N                     0
490           First Lien                                 Y                     120
491           First Lien                                 Y                     120
492           First Lien                                 Y                     120
493           First Lien                                 N                     0
494           First Lien                                 Y                     60
495           First Lien                                 Y                     120
496           First Lien                                 Y                     60
497           First Lien                                 Y                     120
498           First Lien                                 N                     0
499           First Lien                                 Y                     120
500           First Lien                                 Y                     120
501           First Lien                                 Y                     120
502           First Lien                                 Y                     60
503           First Lien                                 Y                     60
504           First Lien                                 N                     0
505           First Lien                                 Y                     120
506           First Lien                                 Y                     120
507           First Lien                                 N                     0
508           First Lien                                 Y                     60
509           First Lien                                 Y                     60
510           First Lien                                 Y                     84
511           First Lien                                 Y                     84
512           First Lien                                 N                     0
513           First Lien                                 Y                     84
514           First Lien                                 Y                     84
515           First Lien                                 Y                     120
516           First Lien                                 Y                     120
517           First Lien                                 Y                     120
518           First Lien                                 Y                     120
519           First Lien                                 Y                     84
520           First Lien                                 Y                     120
521           First Lien                                 Y                     84
522           First Lien                                 Y                     120
523           First Lien                                 Y                     120
524           First Lien                                 Y                     120
525           First Lien                                 Y                     120
526           First Lien                                 Y                     84
527           First Lien                                 Y                     120
528           First Lien                                 Y                     84
529           First Lien                                 Y                     84
530           First Lien                                 Y                     120
531           First Lien                                 Y                     120
532           First Lien                                 Y                     120
533           First Lien                                 Y                     60
534           First Lien                                 N                     0
535           First Lien                                 Y                     120
536           First Lien                                 Y                     120
537           First Lien                                 N                     0
538           First Lien                                 Y                     60
539           First Lien                                 Y                     120
540           First Lien                                 Y                     120
541           First Lien                                 Y                     120
542           First Lien                                 N                     0
543           First Lien                                 N                     0
544           First Lien                                 Y                     120
545           First Lien                                 Y                     120
546           First Lien                                 N                     0
547           First Lien                                 Y                     120
548           First Lien                                 Y                     120
549           First Lien                                 Y                     120
550           First Lien                                 Y                     120
551           First Lien                                 N                     0
552           First Lien                                 Y                     120
553           First Lien                                 Y                     120
554           First Lien                                 Y                     120
555           First Lien                                 Y                     120
556           First Lien                                 Y                     120
557           First Lien                                 Y                     84
558           First Lien                                 Y                     120
559           First Lien                                 Y                     120
560           First Lien                                 Y                     60
561           First Lien                                 N                     0
562           First Lien                                 Y                     60
563           First Lien                                 Y                     120
564           First Lien                                 N                     0
565           First Lien                                 Y                     120
566           First Lien                                 N                     0
567           First Lien                                 Y                     60
568           First Lien                                 N                     0
569           First Lien                                 N                     0
570           First Lien                                 N                     0
571           First Lien                                 N                     0
572           First Lien                                 Y                     120
573           First Lien                                 Y                     120
574           First Lien                                 Y                     120
575           First Lien                                 Y                     120
576           First Lien                                 Y                     120
577           First Lien                                 Y                     120
578           First Lien                                 N                     0
579           First Lien                                 Y                     120
580           First Lien                                 N                     0
581           First Lien                                 N                     0
582           First Lien                                 Y                     36
583           First Lien                                 Y                     60
584           First Lien                                 Y                     120
585           First Lien                                 Y                     120
586           First Lien                                 Y                     120
587           First Lien                                 Y                     120
588           First Lien                                 N                     0
589           First Lien                                 N                     0
590           First Lien                                 Y                     84
591           First Lien                                 Y                     120
592           First Lien                                 Y                     120
593           First Lien                                 Y                     120
594           First Lien                                 Y                     120
595           First Lien                                 Y                     120
596           First Lien                                 N                     0
597           First Lien                                 Y                     84
598           First Lien                                 Y                     84
599           First Lien                                 Y                     84
600           First Lien                                 Y                     120
601           First Lien                                 Y                     120
602           First Lien                                 Y                     84
603           First Lien                                 Y                     120
604           First Lien                                 Y                     120
605           First Lien                                 Y                     120
606           First Lien                                 N                     0
607           First Lien                                 Y                     120
608           First Lien                                 Y                     60
609           First Lien                                 N                     0
610           First Lien                                 N                     0
611           First Lien                                 Y                     120
612           First Lien                                 N                     0
613           First Lien                                 Y                     120
614           First Lien                                 Y                     120
615           First Lien                                 Y                     60
616           First Lien                                 Y                     120
617           First Lien                                 Y                     120
618           First Lien                                 Y                     120
619           First Lien                                 Y                     120
620           First Lien                                 Y                     120
621           First Lien                                 Y                     120
622           First Lien                                 Y                     120
623           First Lien                                 Y                     120
624           First Lien                                 Y                     120
625           First Lien                                 Y                     120
626           First Lien                                 N                     0
627           First Lien                                 Y                     120
628           First Lien                                 Y                     120
629           First Lien                                 N                     0
630           First Lien                                 Y                     120
631           First Lien                                 Y                     120
632           First Lien                                 Y                     120
633           First Lien                                 Y                     120
634           First Lien                                 Y                     120
635           First Lien                                 Y                     120
636           First Lien                                 N                     0
637           First Lien                                 N                     0
638           First Lien                                 N                     0
639           First Lien                                 Y                     84
640           First Lien                                 Y                     84
641           First Lien                                 Y                     36
642           First Lien                                 Y                     120
643           First Lien                                 N                     0
644           First Lien                                 Y                     120
645           First Lien                                 Y                     120
646           First Lien                                 Y                     120
647           First Lien                                 Y                     120
648           First Lien                                 Y                     120
649           First Lien                                 N                     0
650           First Lien                                 N                     0
651           First Lien                                 Y                     60
652           First Lien                                 Y                     60
653           First Lien                                 N                     0
654           First Lien                                 N                     0
655           First Lien                                 N                     0
656           First Lien                                 Y                     120
657           First Lien                                 Y                     120
658           First Lien                                 Y                     120
659           First Lien                                 Y                     120
660           First Lien                                 N                     0
661           First Lien                                 Y                     60
662           First Lien                                 Y                     120
663           First Lien                                 Y                     120
664           First Lien                                 Y                     36
665           First Lien                                 Y                     120
666           First Lien                                 Y                     120
667           First Lien                                 Y                     120
668           First Lien                                 Y                     60
669           First Lien                                 N                     0
670           First Lien                                 Y                     120
671           First Lien                                 Y                     120
672           First Lien                                 Y                     120
673           First Lien                                 Y                     120
674           First Lien                                 Y                     120
675           First Lien                                 Y                     120
676           First Lien                                 Y                     120
677           First Lien                                 Y                     120
678           First Lien                                 N                     0
679           First Lien                                 Y                     120
680           First Lien                                 Y                     120
681           First Lien                                 Y                     120
682           First Lien                                 Y                     120
683           First Lien                                 Y                     120
684           First Lien                                 Y                     120
685           First Lien                                 Y                     120
686           First Lien                                 N                     0
687           First Lien                                 N                     0
688           First Lien                                 Y                     60
689           First Lien                                 Y                     120
690           First Lien                                 Y                     120
691           First Lien                                 Y                     120
692           First Lien                                 Y                     120
693           First Lien                                 Y                     120
694           First Lien                                 Y                     120
695           First Lien                                 Y                     120
696           First Lien                                 Y                     120
697           First Lien                                 N                     0
698           First Lien                                 Y                     120
699           First Lien                                 Y                     120
700           First Lien                                 Y                     120
701           First Lien                                 Y                     120
702           First Lien                                 N                     0
703           First Lien                                 Y                     120
704           First Lien                                 N                     0
705           First Lien                                 Y                     120
706           First Lien                                 Y                     120
707           First Lien                                 Y                     120
708           First Lien                                 Y                     120
709           First Lien                                 Y                     120
710           First Lien                                 Y                     120
711           First Lien                                 N                     0
712           First Lien                                 Y                     120
713           First Lien                                 N                     0
714           First Lien                                 N                     0
715           First Lien                                 Y                     60
716           First Lien                                 N                     0
717           First Lien                                 Y                     120
718           First Lien                                 Y                     120
719           First Lien                                 Y                     120
720           First Lien                                 N                     0
721           First Lien                                 Y                     120
722           First Lien                                 Y                     120
723           First Lien                                 Y                     120
724           First Lien                                 Y                     120
725           First Lien                                 Y                     120
726           First Lien                                 Y                     120
727           First Lien                                 Y                     120
728           First Lien                                 Y                     120
729           First Lien                                 Y                     120
730           First Lien                                 Y                     120
731           First Lien                                 Y                     120
732           First Lien                                 Y                     60
733           First Lien                                 Y                     120
734           First Lien                                 N                     0
735           First Lien                                 Y                     120
736           First Lien                                 Y                     120
737           First Lien                                 Y                     120
738           First Lien                                 Y                     120
739           First Lien                                 Y                     120
740           First Lien                                 N                     0
741           First Lien                                 Y                     120
742           First Lien                                 N                     0
743           First Lien                                 Y                     120
744           First Lien                                 Y                     120
745           First Lien                                 Y                     120
746           First Lien                                 Y                     120
747           First Lien                                 Y                     120
748           First Lien                                 Y                     120
749           First Lien                                 N                     0
750           First Lien                                 N                     0
751           First Lien                                 Y                     120
752           First Lien                                 N                     0
753           First Lien                                 Y                     120
754           First Lien                                 N                     0
755           First Lien                                 Y                     120
756           First Lien                                 Y                     120
757           First Lien                                 Y                     120
758           First Lien                                 N                     0
759           First Lien                                 Y                     120
760           First Lien                                 Y                     120
761           First Lien                                 Y                     120
762           First Lien                                 Y                     120
763           First Lien                                 Y                     120
764           First Lien                                 N                     0
765           First Lien                                 Y                     120
766           First Lien                                 Y                     120
767           First Lien                                 Y                     120
768           First Lien                                 Y                     120
769           First Lien                                 Y                     120
770           First Lien                                 Y                     120
771           First Lien                                 Y                     120
772           First Lien                                 Y                     120
773           First Lien                                 Y                     120
774           First Lien                                 Y                     120
775           First Lien                                 Y                     120
776           First Lien                                 Y                     120
777           First Lien                                 Y                     120
778           First Lien                                 Y                     120
779           First Lien                                 Y                     120
780           First Lien                                 Y                     120
781           First Lien                                 Y                     120
782           First Lien                                 Y                     120
783           First Lien                                 Y                     120
784           First Lien                                 Y                     120
785           First Lien                                 Y                     120
786           First Lien                                 Y                     120
787           First Lien                                 Y                     120
788           First Lien                                 Y                     120
789           First Lien                                 Y                     120
790           First Lien                                 Y                     120
791           First Lien                                 Y                     120
792           First Lien                                 Y                     120
793           First Lien                                 Y                     120
794           First Lien                                 Y                     120
795           First Lien                                 Y                     120
796           First Lien                                 Y                     120
797           First Lien                                 Y                     120
798           First Lien                                 Y                     120
799           First Lien                                 Y                     120
800           First Lien                                 Y                     120
801           First Lien                                 Y                     120
802           First Lien                                 Y                     120
803           First Lien                                 Y                     120
804           First Lien                                 Y                     120
805           First Lien                                 Y                     120
806           First Lien                                 Y                     120
807           First Lien                                 Y                     120
808           First Lien                                 Y                     120
809           First Lien                                 Y                     120
810           First Lien                                 Y                     120
811           First Lien                                 Y                     120
812           First Lien                                 N                     0
813           First Lien                                 Y                     120
814           First Lien                                 Y                     120
815           First Lien                                 Y                     120
816           First Lien                                 Y                     120
817           First Lien                                 Y                     120
818           First Lien                                 Y                     120
819           First Lien                                 N                     0
820           First Lien                                 Y                     120
821           First Lien                                 Y                     120
822           First Lien                                 Y                     120
823           First Lien                                 Y                     120
824           First Lien                                 Y                     120
825           First Lien                                 Y                     120
826           First Lien                                 Y                     120
827           First Lien                                 Y                     120
828           First Lien                                 Y                     120
829           First Lien                                 Y                     120
830           First Lien                                 Y                     120
831           First Lien                                 Y                     120
832           First Lien                                 Y                     120
833           First Lien                                 Y                     120
834           First Lien                                 Y                     120
835           First Lien                                 Y                     120
836           First Lien                                 Y                     120
837           First Lien                                 Y                     120
838           First Lien                                 Y                     120
839           First Lien                                 Y                     120
840           First Lien                                 Y                     120
841           First Lien                                 Y                     120
842           First Lien                                 N                     0
843           First Lien                                 Y                     120
844           First Lien                                 Y                     120
845           First Lien                                 Y                     120
846           First Lien                                 Y                     120
847           First Lien                                 Y                     120
848           First Lien                                 N                     0
849           First Lien                                 N                     0
850           First Lien                                 N                     0
851           First Lien                                 N                     0
852           First Lien                                 N                     0
853           First Lien                                 N                     0
854           First Lien                                 Y                     120
855           First Lien                                 Y                     36
856           First Lien                                 Y                     120
857           First Lien                                 Y                     120
858           First Lien                                 N                     0
859           First Lien                                 Y                     120
860           First Lien                                 Y                     120
861           First Lien                                 Y                     60
862           First Lien                                 Y                     120
863           First Lien                                 Y                     60
864           First Lien                                 N                     0
865           First Lien                                 N                     0
866           First Lien                                 Y                     120
867           First Lien                                 Y                     36
868           First Lien                                 Y                     120
869           First Lien                                 Y                     120
870           First Lien                                 Y                     120
871           First Lien                                 Y                     120
872           First Lien                                 Y                     120
873           First Lien                                 Y                     60
874           First Lien                                 Y                     120
875           First Lien                                 Y                     120
876           First Lien                                 N                     0
877           First Lien                                 Y                     120
878           First Lien                                 Y                     120
879           First Lien                                 Y                     120
880           First Lien                                 Y                     120
881           First Lien                                 Y                     120
882           First Lien                                 N                     0
883           First Lien                                 Y                     120
884           First Lien                                 Y                     120
885           First Lien                                 Y                     120
886           First Lien                                 Y                     120
887           First Lien                                 Y                     60
888           First Lien                                 Y                     120
889           First Lien                                 Y                     120
890           First Lien                                 Y                     36
891           First Lien                                 N                     0
892           First Lien                                 Y                     120
893           First Lien                                 Y                     120
894           First Lien                                 Y                     120
895           First Lien                                 Y                     120
896           First Lien                                 Y                     120
897           First Lien                                 Y                     120
898           First Lien                                 Y                     120
899           First Lien                                 N                     0
900           First Lien                                 Y                     120
901           First Lien                                 Y                     120
902           First Lien                                 Y                     120
903           First Lien                                 Y                     120
904           First Lien                                 Y                     120
905           First Lien                                 N                     0
906           First Lien                                 Y                     120
907           First Lien                                 Y                     120
908           First Lien                                 Y                     120
909           First Lien                                 Y                     120
910           First Lien                                 Y                     120
911           First Lien                                 N                     0
912           First Lien                                 Y                     120
913           First Lien                                 Y                     120
914           First Lien                                 Y                     120
915           First Lien                                 Y                     120
916           First Lien                                 Y                     120
917           First Lien                                 Y                     120
918           First Lien                                 N                     0
919           First Lien                                 Y                     120
920           First Lien                                 Y                     120
921           First Lien                                 N                     0
922           First Lien                                 Y                     120
923           First Lien                                 Y                     120
924           First Lien                                 Y                     120
925           First Lien                                 Y                     120
926           First Lien                                 Y                     120
927           First Lien                                 Y                     120
928           First Lien                                 Y                     36
929           First Lien                                 Y                     36
930           First Lien                                 Y                     36
931           First Lien                                 Y                     84
932           First Lien                                 Y                     84
933           First Lien                                 Y                     84
934           First Lien                                 Y                     84
935           First Lien                                 Y                     84
936           First Lien                                 Y                     36
937           First Lien                                 Y                     120
938           First Lien                                 Y                     84
939           First Lien                                 Y                     120
940           First Lien                                 N                     0
941           First Lien                                 Y                     84
942           First Lien                                 Y                     60
943           First Lien                                 Y                     60
944           First Lien                                 Y                     60
945           First Lien                                 Y                     60
946           First Lien                                 Y                     60
947           First Lien                                 Y                     60
948           First Lien                                 Y                     36
949           First Lien                                 Y                     36
950           First Lien                                 Y                     36
951           First Lien                                 N                     0
952           First Lien                                 Y                     36
953           First Lien                                 N                     0
954           First Lien                                 Y                     36
955           First Lien                                 Y                     36
956           First Lien                                 N                     0
957           First Lien                                 N                     0
958           First Lien                                 Y                     60
959           First Lien                                 Y                     60
960           First Lien                                 Y                     36
961           First Lien                                 Y                     36
962           First Lien                                 Y                     36
963           First Lien                                 Y                     36
964           First Lien                                 N                     0
965           First Lien                                 Y                     36
966           First Lien                                 Y                     36
967           First Lien                                 Y                     84
968           First Lien                                 Y                     120
969           First Lien                                 Y                     84
970           First Lien                                 N                     0
971           First Lien                                 Y                     84
972           First Lien                                 N                     0
973           First Lien                                 Y                     36
974           First Lien                                 N                     0
975           First Lien                                 Y                     84
976           First Lien                                 Y                     84
977           First Lien                                 Y                     120
978           First Lien                                 Y                     84
979           First Lien                                 Y                     36
980           First Lien                                 N                     0
981           First Lien                                 Y                     60
982           First Lien                                 Y                     36
983           First Lien                                 N                     0
984           First Lien                                 Y                     60
985           First Lien                                 Y                     60
986           First Lien                                 Y                     36
987           First Lien                                 Y                     60
988           First Lien                                 Y                     120
989           First Lien                                 N                     0
990           First Lien                                 Y                     84
991           First Lien                                 Y                     120
992           First Lien                                 Y                     120
993           First Lien                                 Y                     84
994           First Lien                                 Y                     84
995           First Lien                                 Y                     84
996           First Lien                                 Y                     84
997           First Lien                                 N                     0
998           First Lien                                 Y                     84
999           First Lien                                 Y                     84
1000          First Lien                                 Y                     120
1001          First Lien                                 N                     0
1002          First Lien                                 Y                     84
1003          First Lien                                 Y                     84
1004          First Lien                                 Y                     84
1005          First Lien                                 Y                     84
1006          First Lien                                 Y                     84
1007          First Lien                                 Y                     120
1008          First Lien                                 Y                     84
1009          First Lien                                 Y                     84
1010          First Lien                                 Y                     120
1011          First Lien                                 Y                     60
1012          First Lien                                 N                     0
1013          First Lien                                 Y                     84
1014          First Lien                                 Y                     120
1015          First Lien                                 Y                     120
1016          First Lien                                 Y                     120
1017          First Lien                                 Y                     84
1018          First Lien                                 Y                     84
1019          First Lien                                 Y                     84
1020          First Lien                                 Y                     84
1021          First Lien                                 Y                     84
1022          First Lien                                 Y                     120
1023          First Lien                                 Y                     84
1024          First Lien                                 Y                     84
1025          First Lien                                 Y                     84
1026          First Lien                                 Y                     84
1027          First Lien                                 Y                     84
1028          First Lien                                 Y                     84
1029          First Lien                                 Y                     84
1030          First Lien                                 Y                     120
1031          First Lien                                 Y                     84
1032          First Lien                                 N                     0
1033          First Lien                                 Y                     120
1034          First Lien                                 Y                     120
1035          First Lien                                 N                     0
1036          First Lien                                 N                     0
1037          First Lien                                 Y                     120
1038          First Lien                                 N                     0
1039          First Lien                                 N                     0
1040          First Lien                                 Y                     120
1041          First Lien                                 Y                     120
1042          First Lien                                 Y                     120
1043          First Lien                                 Y                     120
1044          First Lien                                 Y                     120
1045          First Lien                                 Y                     120
1046          First Lien                                 Y                     120
1047          First Lien                                 Y                     120
1048          First Lien                                 Y                     120
1049          First Lien                                 Y                     120
1050          First Lien                                 Y                     120
1051          First Lien                                 Y                     120
1052          First Lien                                 Y                     120
1053          First Lien                                 Y                     120
1054          First Lien                                 N                     0
1055          First Lien                                 Y                     120
1056          First Lien                                 Y                     120
1057          First Lien                                 Y                     120
1058          First Lien                                 Y                     120
1059          First Lien                                 Y                     120
1060          First Lien                                 Y                     120
1061          First Lien                                 Y                     120
1062          First Lien                                 Y                     120
1063          First Lien                                 Y                     120
1064          First Lien                                 Y                     120
1065          First Lien                                 Y                     120
1066          First Lien                                 Y                     120
1067          First Lien                                 Y                     120
1068          First Lien                                 Y                     120
1069          First Lien                                 Y                     120
1070          First Lien                                 Y                     120
1071          First Lien                                 Y                     120
1072          First Lien                                 Y                     120
1073          First Lien                                 Y                     120
1074          First Lien                                 Y                     120
1075          First Lien                                 Y                     120
1076          First Lien                                 Y                     120
1077          First Lien                                 Y                     120
1078          First Lien                                 Y                     84
1079          First Lien                                 Y                     84
1080          First Lien                                 N                     0
1081          First Lien                                 Y                     84
1082          First Lien                                 Y                     84
1083          First Lien                                 Y                     84
1084          First Lien                                 Y                     84
1085          First Lien                                 Y                     120
1086          First Lien                                 Y                     84
1087          First Lien                                 Y                     120
1088          First Lien                                 Y                     120
1089          First Lien                                 Y                     120
1090          First Lien                                 Y                     84
1091          First Lien                                 N                     0
1092          First Lien                                 Y                     84
1093          First Lien                                 Y                     84
1094          First Lien                                 Y                     120
1095          First Lien                                 Y                     120
1096          First Lien                                 Y                     84
1097          First Lien                                 Y                     84
1098          First Lien                                 Y                     84
1099          First Lien                                 N                     0
1100          First Lien                                 Y                     120
1101          First Lien                                 Y                     84
1102          First Lien                                 Y                     84
1103          First Lien                                 Y                     84
1104          First Lien                                 Y                     84
1105          First Lien                                 Y                     84
1106          First Lien                                 Y                     84
1107          First Lien                                 Y                     84
1108          First Lien                                 Y                     84
1109          First Lien                                 Y                     120
1110          First Lien                                 Y                     84
1111          First Lien                                 Y                     60
1112          First Lien                                 Y                     120
1113          First Lien                                 N                     0
1114          First Lien                                 Y                     60
1115          First Lien                                 Y                     84
1116          First Lien                                 Y                     60
1117          First Lien                                 Y                     84
1118          First Lien                                 Y                     84
1119          First Lien                                 Y                     84
1120          First Lien                                 Y                     84
1121          First Lien                                 Y                     60
1122          First Lien                                 Y                     84
1123          First Lien                                 Y                     84
1124          First Lien                                 Y                     60
1125          First Lien                                 N                     0
1126          First Lien                                 Y                     60
1127          First Lien                                 Y                     84
1128          First Lien                                 Y                     84
1129          First Lien                                 Y                     84
1130          First Lien                                 Y                     84
1131          First Lien                                 Y                     60
1132          First Lien                                 Y                     84
1133          First Lien                                 N                     0
1134          First Lien                                 Y                     84
1135          First Lien                                 Y                     84
1136          First Lien                                 Y                     84
1137          First Lien                                 Y                     84
1138          First Lien                                 Y                     84
1139          First Lien                                 Y                     84
1140          First Lien                                 N                     0
1141          First Lien                                 N                     0
1142          First Lien                                 Y                     84
1143          First Lien                                 Y                     84
1144          First Lien                                 Y                     84
1145          First Lien                                 Y                     84
1146          First Lien                                 Y                     84
1147          First Lien                                 Y                     84
1148          First Lien                                 Y                     84
1149          First Lien                                 N                     0
1150          First Lien                                 Y                     84
1151          First Lien                                 Y                     84
1152          First Lien                                 Y                     120
1153          First Lien                                 Y                     84
1154          First Lien                                 Y                     60
1155          First Lien                                 Y                     84
1156          First Lien                                 Y                     84
1157          First Lien                                 Y                     84
1158          First Lien                                 Y                     84
1159          First Lien                                 Y                     84
1160          First Lien                                 Y                     84
1161          First Lien                                 Y                     84
1162          First Lien                                 Y                     84
1163          First Lien                                 Y                     120
1164          First Lien                                 Y                     60
1165          First Lien                                 Y                     120
1166          First Lien                                 Y                     84
1167          First Lien                                 N                     0
1168          First Lien                                 Y                     120
1169          First Lien                                 Y                     120
1170          First Lien                                 Y                     120
1171          First Lien                                 Y                     120
1172          First Lien                                 Y                     120
1173          First Lien                                 Y                     120
1174          First Lien                                 Y                     120
1175          First Lien                                 Y                     120
1176          First Lien                                 Y                     120
1177          First Lien                                 Y                     60
1178          First Lien                                 Y                     60
1179          First Lien                                 Y                     120
1180          First Lien                                 Y                     120
1181          First Lien                                 Y                     120
1182          First Lien                                 Y                     120
1183          First Lien                                 Y                     120
1184          First Lien                                 Y                     120
1185          First Lien                                 Y                     120
1186          First Lien                                 Y                     120
1187          First Lien                                 Y                     120
1188          First Lien                                 Y                     120
1189          First Lien                                 Y                     120
1190          First Lien                                 Y                     120
1191          First Lien                                 Y                     120
1192          First Lien                                 Y                     120
1193          First Lien                                 Y                     120
1194          First Lien                                 Y                     120
1195          First Lien                                 Y                     120
1196          First Lien                                 Y                     120
1197          First Lien                                 Y                     120
1198          First Lien                                 Y                     120
1199          First Lien                                 Y                     120
1200          First Lien                                 Y                     120
1201          First Lien                                 Y                     120
1202          First Lien                                 Y                     120
1203          First Lien                                 N                     0
1204          First Lien                                 Y                     120
1205          First Lien                                 Y                     120
1206          First Lien                                 Y                     120
1207          First Lien                                 Y                     120
1208          First Lien                                 Y                     120
1209          First Lien                                 Y                     120
1210          First Lien                                 Y                     120
1211          First Lien                                 Y                     120
1212          First Lien                                 Y                     120
1213          First Lien                                 Y                     120
1214          First Lien                                 Y                     120
1215          First Lien                                 Y                     120
1216          First Lien                                 Y                     120
1217          First Lien                                 Y                     120
1218          First Lien                                 N                     0
1219          First Lien                                 Y                     120
1220          First Lien                                 Y                     120
1221          First Lien                                 Y                     120
1222          First Lien                                 Y                     120
1223          First Lien                                 Y                     120
1224          First Lien                                 N                     0
1225          First Lien                                 Y                     60
1226          First Lien                                 Y                     120
1227          First Lien                                 Y                     60
1228          First Lien                                 N                     0
1229          First Lien                                 N                     0
1230          First Lien                                 Y                     60
1231          First Lien                                 Y                     120
1232          First Lien                                 Y                     120
1233          First Lien                                 Y                     120
1234          First Lien                                 Y                     120
1235          First Lien                                 Y                     36
1236          First Lien                                 Y                     120
1237          First Lien                                 Y                     120
1238          First Lien                                 Y                     120
1239          First Lien                                 N                     0
1240          First Lien                                 Y                     120
1241          First Lien                                 Y                     120
1242          First Lien                                 N                     0
1243          First Lien                                 N                     0
1244          First Lien                                 Y                     120
1245          First Lien                                 Y                     120
1246          First Lien                                 Y                     120
1247          First Lien                                 Y                     120
1248          First Lien                                 N                     0
1249          First Lien                                 Y                     120
1250          First Lien                                 Y                     120
1251          First Lien                                 Y                     120
1252          First Lien                                 N                     0
1253          First Lien                                 Y                     120
1254          First Lien                                 Y                     120
1255          First Lien                                 N                     0
1256          First Lien                                 N                     0
1257          First Lien                                 N                     0
1258          First Lien                                 Y                     60
1259          First Lien                                 N                     0
1260          First Lien                                 Y                     120
1261          First Lien                                 Y                     120
1262          First Lien                                 Y                     120
1263          First Lien                                 Y                     60
1264          First Lien                                 Y                     120
1265          First Lien                                 N                     0
1266          First Lien                                 N                     0
1267          First Lien                                 Y                     120
1268          First Lien                                 N                     0
1269          First Lien                                 Y                     120
1270          First Lien                                 Y                     120
1271          First Lien                                 Y                     120
1272          First Lien                                 Y                     120
1273          First Lien                                 N                     0
1274          First Lien                                 Y                     120
1275          First Lien                                 Y                     120
1276          First Lien                                 N                     0
1277          First Lien                                 Y                     120
1278          First Lien                                 Y                     84
1279          First Lien                                 Y                     120
1280          First Lien                                 Y                     120
1281          First Lien                                 Y                     120
1282          First Lien                                 Y                     120
1283          First Lien                                 Y                     84
1284          First Lien                                 Y                     84
1285          First Lien                                 Y                     84
1286          First Lien                                 Y                     84
1287          First Lien                                 Y                     84
1288          First Lien                                 Y                     84
1289          First Lien                                 Y                     84
1290          First Lien                                 Y                     84
1291          First Lien                                 Y                     84
1292          First Lien                                 Y                     84
1293          First Lien                                 Y                     84
1294          First Lien                                 Y                     84
1295          First Lien                                 Y                     84
1296          First Lien                                 Y                     120
1297          First Lien                                 Y                     84
1298          First Lien                                 Y                     84
1299          First Lien                                 Y                     120
1300          First Lien                                 Y                     84
1301          First Lien                                 Y                     120
1302          First Lien                                 Y                     120
1303          First Lien                                 Y                     84
1304          First Lien                                 Y                     84
1305          First Lien                                 Y                     84
1306          First Lien                                 Y                     84
1307          First Lien                                 Y                     84
1308          First Lien                                 Y                     84
1309          First Lien                                 Y                     84
1310          First Lien                                 Y                     84
1311          First Lien                                 N                     0
1312          First Lien                                 Y                     120
1313          First Lien                                 Y                     84
1314          First Lien                                 N                     0
1315          First Lien                                 Y                     84
1316          First Lien                                 Y                     84
1317          First Lien                                 Y                     84
1318          First Lien                                 Y                     84
1319          First Lien                                 Y                     84
1320          First Lien                                 Y                     84
1321          First Lien                                 Y                     84
1322          First Lien                                 Y                     84
1323          First Lien                                 Y                     84
1324          First Lien                                 Y                     84
1325          First Lien                                 Y                     84
1326          First Lien                                 Y                     84
1327          First Lien                                 Y                     84
1328          First Lien                                 Y                     84
1329          First Lien                                 Y                     84
1330          First Lien                                 Y                     84
1331          First Lien                                 Y                     120
1332          First Lien                                 Y                     120
1333          First Lien                                 Y                     120
1334          First Lien                                 Y                     120
1335          First Lien                                 N                     0
1336          First Lien                                 N                     0
1337          First Lien                                 Y                     84
1338          First Lien                                 Y                     84
1339          First Lien                                 Y                     120
1340          First Lien                                 Y                     84
1341          First Lien                                 Y                     84
1342          First Lien                                 N                     0
1343          First Lien                                 Y                     84
1344          First Lien                                 Y                     84
1345          First Lien                                 Y                     84
1346          First Lien                                 Y                     120
1347          First Lien                                 Y                     84
1348          First Lien                                 Y                     84
1349          First Lien                                 Y                     120
1350          First Lien                                 Y                     84
1351          First Lien                                 N                     0
1352          First Lien                                 Y                     84
1353          First Lien                                 Y                     84
1354          First Lien                                 Y                     84
1355          First Lien                                 Y                     84
1356          First Lien                                 Y                     84
1357          First Lien                                 Y                     84
1358          First Lien                                 N                     0
1359          First Lien                                 Y                     120
1360          First Lien                                 Y                     84
1361          First Lien                                 Y                     84
1362          First Lien                                 Y                     84
1363          First Lien                                 Y                     84
1364          First Lien                                 Y                     84
1365          First Lien                                 Y                     84
1366          First Lien                                 Y                     120
1367          First Lien                                 Y                     84
1368          First Lien                                 Y                     84
1369          First Lien                                 Y                     84
1370          First Lien                                 N                     0
1371          First Lien                                 Y                     120
1372          First Lien                                 Y                     60
1373          First Lien                                 Y                     60
1374          First Lien                                 Y                     120
1375          First Lien                                 N                     0
1376          First Lien                                 N                     0
1377          First Lien                                 N                     0
1378          First Lien                                 Y                     60
1379          First Lien                                 Y                     120
1380          First Lien                                 Y                     84
1381          First Lien                                 Y                     84
1382          First Lien                                 Y                     84
1383          First Lien                                 Y                     84
1384          First Lien                                 Y                     84
1385          First Lien                                 Y                     84
1386          First Lien                                 Y                     84
1387          First Lien                                 Y                     84
1388          First Lien                                 Y                     120
1389          First Lien                                 Y                     84
1390          First Lien                                 Y                     84
1391          First Lien                                 Y                     84
1392          First Lien                                 Y                     84
1393          First Lien                                 Y                     84
1394          First Lien                                 Y                     84
1395          First Lien                                 Y                     84
1396          First Lien                                 Y                     84
1397          First Lien                                 Y                     120
1398          First Lien                                 Y                     84
1399          First Lien                                 Y                     84
1400          First Lien                                 Y                     84
1401          First Lien                                 Y                     84
1402          First Lien                                 Y                     84
1403          First Lien                                 Y                     84
1404          First Lien                                 Y                     60
1405          First Lien                                 Y                     60
1406          First Lien                                 N                     0
1407          First Lien                                 Y                     120
1408          First Lien                                 Y                     120
1409          First Lien                                 Y                     120
1410          First Lien                                 Y                     120
1411          First Lien                                 Y                     84
1412          First Lien                                 Y                     60
1413          First Lien                                 Y                     60
1414          First Lien                                 Y                     120
1415          First Lien                                 Y                     84
1416          First Lien                                 Y                     120
1417          First Lien                                 Y                     84
1418          First Lien                                 Y                     120
1419          First Lien                                 Y                     84
1420          First Lien                                 Y                     84
1421          First Lien                                 Y                     120
1422          First Lien                                 Y                     84
1423          First Lien                                 Y                     84
1424          First Lien                                 N                     0
1425          First Lien                                 Y                     120
1426          First Lien                                 Y                     120
1427          First Lien                                 Y                     120
1428          First Lien                                 Y                     120
1429          First Lien                                 Y                     84
1430          First Lien                                 Y                     120
1431          First Lien                                 Y                     84
1432          First Lien                                 Y                     120
1433          First Lien                                 Y                     120
1434          First Lien                                 N                     0
1435          First Lien                                 Y                     84
1436          First Lien                                 Y                     84
1437          First Lien                                 Y                     120
1438          First Lien                                 Y                     84
1439          First Lien                                 Y                     84
1440          First Lien                                 Y                     84
1441          First Lien                                 Y                     84
1442          First Lien                                 Y                     84
1443          First Lien                                 Y                     120
1444          First Lien                                 Y                     120
1445          First Lien                                 Y                     120
1446          First Lien                                 Y                     120
1447          First Lien                                 Y                     120
1448          First Lien                                 Y                     120
1449          First Lien                                 N                     0
1450          First Lien                                 Y                     60
1451          First Lien                                 N                     0
1452          First Lien                                 N                     0
1453          First Lien                                 Y                     120
1454          First Lien                                 Y                     120
1455          First Lien                                 N                     0
1456          First Lien                                 Y                     120
1457          First Lien                                 Y                     120
1458          First Lien                                 Y                     120
1459          First Lien                                 Y                     120
1460          First Lien                                 Y                     60
1461          First Lien                                 N                     0
1462          First Lien                                 Y                     60
1463          First Lien                                 Y                     120
1464          First Lien                                 Y                     120
1465          First Lien                                 Y                     120
1466          First Lien                                 Y                     120
1467          First Lien                                 Y                     60
1468          First Lien                                 Y                     120
1469          First Lien                                 Y                     60
1470          First Lien                                 Y                     60
1471          First Lien                                 Y                     120
1472          First Lien                                 Y                     120
1473          First Lien                                 Y                     120
1474          First Lien                                 Y                     120
1475          First Lien                                 Y                     120
1476          First Lien                                 Y                     120
1477          First Lien                                 Y                     120
1478          First Lien                                 N                     0
1479          First Lien                                 Y                     120
1480          First Lien                                 Y                     120
1481          First Lien                                 Y                     84
1482          First Lien                                 Y                     120
1483          First Lien                                 Y                     120
1484          First Lien                                 Y                     60
1485          First Lien                                 Y                     60
1486          First Lien                                 Y                     120
1487          First Lien                                 Y                     60
1488          First Lien                                 Y                     120
1489          First Lien                                 Y                     60
1490          First Lien                                 Y                     120
1491          First Lien                                 N                     0
1492          First Lien                                 Y                     120
1493          First Lien                                 Y                     120
1494          First Lien                                 N                     0
1495          First Lien                                 Y                     120
1496          First Lien                                 Y                     120
1497          First Lien                                 N                     0
1498          First Lien                                 Y                     120
1499          First Lien                                 Y                     120
1500          First Lien                                 N                     0
1501          First Lien                                 Y                     120
1502          First Lien                                 N                     0
1503          First Lien                                 Y                     60
1504          First Lien                                 Y                     60
1505          First Lien                                 N                     0
1506          First Lien                                 Y                     120
1507          First Lien                                 Y                     120
1508          First Lien                                 Y                     120
1509          First Lien                                 Y                     120
1510          First Lien                                 Y                     120
1511          First Lien                                 Y                     120
1512          First Lien                                 Y                     120
1513          First Lien                                 N                     0
1514          First Lien                                 Y                     120
1515          First Lien                                 Y                     120
1516          First Lien                                 Y                     120
1517          First Lien                                 N                     0
1518          First Lien                                 N                     0
1519          First Lien                                 Y                     120
1520          First Lien                                 N                     0
1521          First Lien                                 Y                     120
1522          First Lien                                 Y                     120
1523          First Lien                                 Y                     60
1524          First Lien                                 N                     0
1525          First Lien                                 Y                     120
1526          First Lien                                 Y                     120
1527          First Lien                                 Y                     36
1528          First Lien                                 Y                     120
1529          First Lien                                 Y                     120
1530          First Lien                                 N                     0
1531          First Lien                                 Y                     120
1532          First Lien                                 N                     0
1533          First Lien                                 Y                     120
1534          First Lien                                 Y                     120
1535          First Lien                                 Y                     120
1536          First Lien                                 Y                     120
1537          First Lien                                 Y                     120
1538          First Lien                                 Y                     120
1539          First Lien                                 Y                     120
1540          First Lien                                 Y                     120
1541          First Lien                                 Y                     120
1542          First Lien                                 N                     0
1543          First Lien                                 N                     0
1544          First Lien                                 N                     0
1545          First Lien                                 Y                     120
1546          First Lien                                 Y                     120
1547          First Lien                                 N                     0
1548          First Lien                                 Y                     120
1549          First Lien                                 N                     0
1550          First Lien                                 N                     0
1551          First Lien                                 Y                     120
1552          First Lien                                 Y                     120
1553          First Lien                                 Y                     120
1554          First Lien                                 Y                     120
1555          First Lien                                 Y                     120
1556          First Lien                                 Y                     120
1557          First Lien                                 Y                     120
1558          First Lien                                 N                     0
1559          First Lien                                 Y                     120
1560          First Lien                                 Y                     120
1561          First Lien                                 Y                     120
1562          First Lien                                 Y                     120
1563          First Lien                                 Y                     120
1564          First Lien                                 N                     0
1565          First Lien                                 Y                     120
1566          First Lien                                 Y                     120
1567          First Lien                                 Y                     120
1568          First Lien                                 Y                     120
1569          First Lien                                 Y                     120
1570          First Lien                                 Y                     120
1571          First Lien                                 N                     0
1572          First Lien                                 Y                     120
1573          First Lien                                 Y                     120
1574          First Lien                                 Y                     120
1575          First Lien                                 Y                     120
1576          First Lien                                 Y                     120
1577          First Lien                                 Y                     120
1578          First Lien                                 Y                     120
1579          First Lien                                 Y                     120
1580          First Lien                                 Y                     120
1581          First Lien                                 Y                     120
1582          First Lien                                 Y                     120
1583          First Lien                                 Y                     120
1584          First Lien                                 Y                     120
1585          First Lien                                 Y                     84
1586          First Lien                                 Y                     84
1587          First Lien                                 Y                     84
1588          First Lien                                 Y                     84
1589          First Lien                                 Y                     120
1590          First Lien                                 N                     0
1591          First Lien                                 Y                     60
1592          First Lien                                 Y                     120
1593          First Lien                                 Y                     120
1594          First Lien                                 Y                     120
1595          First Lien                                 Y                     120
1596          First Lien                                 Y                     120
1597          First Lien                                 Y                     60
1598          First Lien                                 Y                     120
1599          First Lien                                 Y                     120
1600          First Lien                                 Y                     120
1601          First Lien                                 Y                     120
1602          First Lien                                 Y                     120
1603          First Lien                                 Y                     120
1604          First Lien                                 Y                     120
1605          First Lien                                 N                     0
1606          First Lien                                 Y                     60
1607          First Lien                                 N                     0
1608          First Lien                                 N                     0
1609          First Lien                                 Y                     120
1610          First Lien                                 N                     0
1611          First Lien                                 N                     0
1612          First Lien                                 Y                     120
1613          First Lien                                 Y                     120
1614          First Lien                                 N                     0
1615          First Lien                                 Y                     120
1616          First Lien                                 Y                     120
1617          First Lien                                 Y                     120
1618          First Lien                                 Y                     120
1619          First Lien                                 Y                     120
1620          First Lien                                 N                     0
1621          First Lien                                 Y                     120
1622          First Lien                                 Y                     120
1623          First Lien                                 N                     0
1624          First Lien                                 Y                     120
1625          First Lien                                 Y                     120
1626          First Lien                                 Y                     120
1627          First Lien                                 Y                     120
1628          First Lien                                 Y                     120
1629          First Lien                                 Y                     120
1630          First Lien                                 N                     0
1631          First Lien                                 N                     0
1632          First Lien                                 Y                     36
1633          First Lien                                 Y                     120
1634          First Lien                                 Y                     120
1635          First Lien                                 Y                     120
1636          First Lien                                 Y                     120
1637          First Lien                                 Y                     120
1638          First Lien                                 N                     0
1639          First Lien                                 Y                     120
1640          First Lien                                 Y                     120
1641          First Lien                                 Y                     120
1642          First Lien                                 Y                     120
1643          First Lien                                 Y                     120
1644          First Lien                                 Y                     120
1645          First Lien                                 Y                     120
1646          First Lien                                 Y                     120
1647          First Lien                                 Y                     120
1648          First Lien                                 Y                     120
1649          First Lien                                 Y                     120
1650          First Lien                                 Y                     120
1651          First Lien                                 Y                     120
1652          First Lien                                 Y                     120
1653          First Lien                                 Y                     120
1654          First Lien                                 Y                     120
1655          First Lien                                 Y                     120
1656          First Lien                                 Y                     120
1657          First Lien                                 Y                     120
1658          First Lien                                 Y                     120
1659          First Lien                                 Y                     120
1660          First Lien                                 Y                     120
1661          First Lien                                 Y                     60
1662          First Lien                                 N                     0
1663          First Lien                                 Y                     120
1664          First Lien                                 Y                     120
1665          First Lien                                 Y                     120
1666          First Lien                                 Y                     120
1667          First Lien                                 Y                     120
1668          First Lien                                 Y                     120
1669          First Lien                                 Y                     120
1670          First Lien                                 Y                     120
1671          First Lien                                 N                     0
1672          First Lien                                 Y                     120
1673          First Lien                                 Y                     120
1674          First Lien                                 Y                     84
1675          First Lien                                 Y                     84
1676          First Lien                                 Y                     84
1677          First Lien                                 Y                     120
1678          First Lien                                 Y                     120
1679          First Lien                                 Y                     60
1680          First Lien                                 Y                     60
1681          First Lien                                 Y                     120
1682          First Lien                                 Y                     120
1683          First Lien                                 Y                     120
1684          First Lien                                 Y                     120
1685          First Lien                                 Y                     120
1686          First Lien                                 Y                     120
1687          First Lien                                 Y                     120
1688          First Lien                                 Y                     120
1689          First Lien                                 Y                     60
1690          First Lien                                 Y                     120
1691          First Lien                                 Y                     84
1692          First Lien                                 Y                     36
1693          First Lien                                 N                     0
1694          First Lien                                 Y                     60
1695          First Lien                                 Y                     60
1696          First Lien                                 Y                     60
1697          First Lien                                 Y                     60
1698          First Lien                                 Y                     60
1699          First Lien                                 N                     0
1700          First Lien                                 Y                     60
1701          First Lien                                 N                     0
1702          First Lien                                 Y                     60
1703          First Lien                                 Y                     60
1704          First Lien                                 Y                     60
1705          First Lien                                 N                     0
1706          First Lien                                 N                     0
1707          First Lien                                 Y                     60
1708          First Lien                                 N                     0
1709          First Lien                                 N                     0
1710          First Lien                                 N                     0
1711          First Lien                                 Y                     60
1712          First Lien                                 N                     0
1713          First Lien                                 Y                     36
1714          First Lien                                 Y                     60
1715          First Lien                                 N                     0
1716          First Lien                                 Y                     60
1717          First Lien                                 Y                     60
1718          First Lien                                 N                     0
1719          First Lien                                 N                     0
1720          First Lien                                 Y                     84
1721          First Lien                                 N                     0
1722          First Lien                                 N                     0
1723          First Lien                                 N                     0
1724          First Lien                                 Y                     120
1725          First Lien                                 Y                     120
1726          First Lien                                 Y                     60
1727          First Lien                                 Y                     120
1728          First Lien                                 Y                     60
1729          First Lien                                 Y                     120
1730          First Lien                                 Y                     60
1731          First Lien                                 Y                     120
1732          First Lien                                 Y                     120
1733          First Lien                                 N                     0
1734          First Lien                                 N                     0
1735          First Lien                                 Y                     60
1736          First Lien                                 Y                     120
1737          First Lien                                 Y                     120
1738          First Lien                                 Y                     120
1739          First Lien                                 Y                     120
1740          First Lien                                 Y                     120
1741          First Lien                                 Y                     120
1742          First Lien                                 Y                     120
1743          First Lien                                 N                     0
1744          First Lien                                 N                     0
1745          First Lien                                 Y                     120
1746          First Lien                                 Y                     120
1747          First Lien                                 Y                     120
1748          First Lien                                 N                     0
1749          First Lien                                 Y                     120
1750          First Lien                                 Y                     60
1751          First Lien                                 Y                     60
1752          First Lien                                 Y                     120
1753          First Lien                                 Y                     120
1754          First Lien                                 N                     0
1755          First Lien                                 Y                     120
1756          First Lien                                 N                     0
1757          First Lien                                 Y                     120
1758          First Lien                                 N                     0
1759          First Lien                                 N                     0
1760          First Lien                                 Y                     120
1761          First Lien                                 Y                     120
1762          First Lien                                 Y                     120
1763          First Lien                                 Y                     120
1764          First Lien                                 Y                     120
1765          First Lien                                 Y                     120
1766          First Lien                                 Y                     120
1767          First Lien                                 Y                     120
1768          First Lien                                 Y                     120
1769          First Lien                                 Y                     120
1770          First Lien                                 Y                     60
1771          First Lien                                 Y                     120
1772          First Lien                                 Y                     120
1773          First Lien                                 Y                     120
1774          First Lien                                 Y                     120
1775          First Lien                                 Y                     60
1776          First Lien                                 Y                     120
1777          First Lien                                 Y                     120
1778          First Lien                                 Y                     120
1779          First Lien                                 N                     0
1780          First Lien                                 Y                     60
1781          First Lien                                 Y                     120
1782          First Lien                                 Y                     120
1783          First Lien                                 Y                     120
1784          First Lien                                 Y                     60
1785          First Lien                                 N                     0
1786          First Lien                                 N                     0
1787          First Lien                                 N                     0
1788          First Lien                                 Y                     60
1789          First Lien                                 Y                     60
1790          First Lien                                 Y                     60
1791          First Lien                                 Y                     120
1792          First Lien                                 Y                     120
1793          First Lien                                 N                     0
1794          First Lien                                 Y                     120
1795          First Lien                                 Y                     120
1796          First Lien                                 N                     0
1797          First Lien                                 N                     0
1798          First Lien                                 Y                     120
1799          First Lien                                 Y                     120
1800          First Lien                                 Y                     60
1801          First Lien                                 Y                     120
1802          First Lien                                 Y                     120
1803          First Lien                                 N                     0
1804          First Lien                                 Y                     60
1805          First Lien                                 Y                     120
1806          First Lien                                 Y                     120
1807          First Lien                                 Y                     120
1808          First Lien                                 N                     0
1809          First Lien                                 Y                     120
1810          First Lien                                 Y                     120
1811          First Lien                                 Y                     60
1812          First Lien                                 Y                     120
1813          First Lien                                 Y                     120
1814          First Lien                                 Y                     120
1815          First Lien                                 Y                     120
1816          First Lien                                 Y                     120
1817          First Lien                                 Y                     120
1818          First Lien                                 Y                     120
1819          First Lien                                 Y                     120
1820          First Lien                                 N                     0
1821          First Lien                                 Y                     120
1822          First Lien                                 N                     0
1823          First Lien                                 Y                     60
1824          First Lien                                 Y                     120
1825          First Lien                                 N                     0
1826          First Lien                                 Y                     120
1827          First Lien                                 Y                     120
1828          First Lien                                 Y                     120
1829          First Lien                                 Y                     120
1830          First Lien                                 Y                     120
1831          First Lien                                 Y                     120
1832          First Lien                                 Y                     120
1833          First Lien                                 N                     0
1834          First Lien                                 Y                     120
1835          First Lien                                 Y                     120
1836          First Lien                                 Y                     120
1837          First Lien                                 Y                     60
1838          First Lien                                 Y                     120
1839          First Lien                                 Y                     60
1840          First Lien                                 N                     0
1841          First Lien                                 Y                     60
1842          First Lien                                 Y                     60
1843          First Lien                                 Y                     120
1844          First Lien                                 N                     0
1845          First Lien                                 Y                     60
1846          First Lien                                 Y                     60
1847          First Lien                                 Y                     120
1848          First Lien                                 Y                     120
1849          First Lien                                 Y                     60
1850          First Lien                                 Y                     120
1851          First Lien                                 N                     0
1852          First Lien                                 Y                     120
1853          First Lien                                 Y                     120
1854          First Lien                                 Y                     120
1855          First Lien                                 Y                     120
1856          First Lien                                 Y                     60
1857          First Lien                                 Y                     60
1858          First Lien                                 Y                     120
1859          First Lien                                 Y                     60
1860          First Lien                                 N                     0
1861          First Lien                                 Y                     120
1862          First Lien                                 Y                     60
1863          First Lien                                 Y                     120
1864          First Lien                                 Y                     120
1865          First Lien                                 Y                     120
1866          First Lien                                 Y                     120
1867          First Lien                                 Y                     120
1868          First Lien                                 Y                     120
1869          First Lien                                 Y                     120
1870          First Lien                                 Y                     120
1871          First Lien                                 Y                     120
1872          First Lien                                 Y                     60
1873          First Lien                                 Y                     120
1874          First Lien                                 Y                     120
1875          First Lien                                 Y                     120
1876          First Lien                                 N                     0
1877          First Lien                                 N                     0
1878          First Lien                                 Y                     120
1879          First Lien                                 Y                     120
1880          First Lien                                 Y                     120
1881          First Lien                                 Y                     120
1882          First Lien                                 Y                     120
1883          First Lien                                 Y                     120
1884          First Lien                                 Y                     120
1885          First Lien                                 N                     0
1886          First Lien                                 Y                     60
1887          First Lien                                 Y                     120
1888          First Lien                                 N                     0
1889          First Lien                                 Y                     120
1890          First Lien                                 Y                     120
1891          First Lien                                 Y                     120
1892          First Lien                                 Y                     120
1893          First Lien                                 Y                     120
1894          First Lien                                 Y                     120
1895          First Lien                                 Y                     120
1896          First Lien                                 Y                     120
1897          First Lien                                 Y                     120
1898          First Lien                                 Y                     60
1899          First Lien                                 Y                     120
1900          First Lien                                 Y                     120
1901          First Lien                                 N                     0
1902          First Lien                                 Y                     120
1903          First Lien                                 Y                     120
1904          First Lien                                 Y                     120
1905          First Lien                                 Y                     120
1906          First Lien                                 Y                     120
1907          First Lien                                 N                     0
1908          First Lien                                 N                     0
1909          First Lien                                 Y                     120
1910          First Lien                                 Y                     120
1911          First Lien                                 Y                     120
1912          First Lien                                 Y                     60
1913          First Lien                                 Y                     60
1914          First Lien                                 Y                     60
1915          First Lien                                 Y                     120
1916          First Lien                                 Y                     120
1917          First Lien                                 Y                     120
1918          First Lien                                 Y                     120
1919          First Lien                                 Y                     120
1920          First Lien                                 N                     0
1921          First Lien                                 Y                     120
1922          First Lien                                 Y                     60
1923          First Lien                                 Y                     120
1924          First Lien                                 Y                     120
1925          First Lien                                 Y                     60
1926          First Lien                                 Y                     120
1927          First Lien                                 Y                     60
1928          First Lien                                 N                     0
1929          First Lien                                 Y                     120
1930          First Lien                                 N                     0
1931          First Lien                                 Y                     60
1932          First Lien                                 Y                     120
1933          First Lien                                 Y                     120
1934          First Lien                                 Y                     60
1935          First Lien                                 Y                     120
1936          First Lien                                 Y                     120
1937          First Lien                                 Y                     60
1938          First Lien                                 N                     0
1939          First Lien                                 Y                     120
1940          First Lien                                 Y                     120
1941          First Lien                                 Y                     120
1942          First Lien                                 N                     0
1943          First Lien                                 Y                     120
1944          First Lien                                 Y                     120
1945          First Lien                                 N                     0
1946          First Lien                                 Y                     120
1947          First Lien                                 Y                     120
1948          First Lien                                 Y                     120
1949          First Lien                                 Y                     120
1950          First Lien                                 Y                     60
1951          First Lien                                 Y                     120
1952          First Lien                                 Y                     120
1953          First Lien                                 Y                     120
1954          First Lien                                 Y                     120
1955          First Lien                                 Y                     120
1956          First Lien                                 Y                     120
1957          First Lien                                 Y                     120
1958          First Lien                                 N                     0
1959          First Lien                                 N                     0
1960          First Lien                                 Y                     120
1961          First Lien                                 Y                     120
1962          First Lien                                 Y                     120
1963          First Lien                                 Y                     120
1964          First Lien                                 Y                     120
1965          First Lien                                 Y                     120
1966          First Lien                                 Y                     120
1967          First Lien                                 Y                     120
1968          First Lien                                 N                     0
1969          First Lien                                 Y                     84
1970          First Lien                                 Y                     120
1971          First Lien                                 Y                     120
1972          First Lien                                 Y                     120
1973          First Lien                                 Y                     120
1974          First Lien                                 N                     0
1975          First Lien                                 Y                     120
1976          First Lien                                 Y                     120
1977          First Lien                                 Y                     120
1978          First Lien                                 Y                     120
1979          First Lien                                 Y                     120
1980          First Lien                                 Y                     120
1981          First Lien                                 Y                     120
1982          First Lien                                 Y                     120
1983          First Lien                                 Y                     120
1984          First Lien                                 N                     0
1985          First Lien                                 Y                     84
1986          First Lien                                 Y                     84
1987          First Lien                                 Y                     120
1988          First Lien                                 Y                     120
1989          First Lien                                 Y                     120
1990          First Lien                                 Y                     120
1991          First Lien                                 Y                     120
1992          First Lien                                 Y                     120
1993          First Lien                                 Y                     120
1994          First Lien                                 Y                     120
1995          First Lien                                 N                     0
1996          First Lien                                 Y                     120
1997          First Lien                                 N                     0
1998          First Lien                                 Y                     120
1999          First Lien                                 Y                     36
2000          First Lien                                 Y                     36
2001          First Lien                                 Y                     84
2002          First Lien                                 N                     0
2003          First Lien                                 Y                     84
2004          First Lien                                 Y                     120
2005          First Lien                                 Y                     120
2006          First Lien                                 Y                     120
2007          First Lien                                 Y                     36
2008          First Lien                                 Y                     36
2009          First Lien                                 Y                     36
2010          First Lien                                 Y                     120
2011          First Lien                                 Y                     84
2012          First Lien                                 N                     0
2013          First Lien                                 Y                     36
2014          First Lien                                 Y                     84
2015          First Lien                                 Y                     36
2016          First Lien                                 Y                     84
2017          First Lien                                 Y                     84
2018          First Lien                                 Y                     120
2019          First Lien                                 N                     0
2020          First Lien                                 Y                     84
2021          First Lien                                 Y                     84
2022          First Lien                                 Y                     120
2023          First Lien                                 Y                     120
2024          First Lien                                 Y                     120
2025          First Lien                                 Y                     84
2026          First Lien                                 N                     0
2027          First Lien                                 Y                     120
2028          First Lien                                 Y                     120
2029          First Lien                                 Y                     120
2030          First Lien                                 Y                     120
2031          First Lien                                 Y                     120
2032          First Lien                                 Y                     120
2033          First Lien                                 Y                     120
2034          First Lien                                 Y                     120
2035          First Lien                                 N                     0
2036          First Lien                                 Y                     120
2037          First Lien                                 Y                     120
2038          First Lien                                 N                     0
2039          First Lien                                 N                     0
2040          First Lien                                 N                     0
2041          First Lien                                 N                     0
2042          First Lien                                 N                     0
2043          First Lien                                 N                     0
2044          First Lien                                 Y                     60
2045          First Lien                                 Y                     120
2046          First Lien                                 Y                     120
2047          First Lien                                 Y                     120
2048          First Lien                                 Y                     120
2049          First Lien                                 Y                     120
2050          First Lien                                 N                     0
2051          First Lien                                 Y                     120
2052          First Lien                                 Y                     120
2053          First Lien                                 N                     0
2054          First Lien                                 Y                     60
2055          First Lien                                 N                     0
2056          First Lien                                 Y                     120
2057          First Lien                                 Y                     60
2058          First Lien                                 N                     0
2059          First Lien                                 N                     0
2060          First Lien                                 N                     0
2061          First Lien                                 Y                     60
2062          First Lien                                 Y                     120
2063          First Lien                                 Y                     60
2064          First Lien                                 N                     0
2065          First Lien                                 Y                     120
2066          First Lien                                 Y                     120
2067          First Lien                                 Y                     120
2068          First Lien                                 Y                     120
2069          First Lien                                 Y                     120
2070          First Lien                                 Y                     120
2071          First Lien                                 Y                     120
2072          First Lien                                 Y                     120
2073          First Lien                                 Y                     120
2074          First Lien                                 N                     0
2075          First Lien                                 Y                     120
2076          First Lien                                 Y                     60
2077          First Lien                                 Y                     120
2078          First Lien                                 N                     0
2079          First Lien                                 Y                     120
2080          First Lien                                 Y                     120
2081          First Lien                                 Y                     120
2082          First Lien                                 Y                     120
2083          First Lien                                 Y                     120
2084          First Lien                                 Y                     60
2085          First Lien                                 Y                     60
2086          First Lien                                 Y                     60
2087          First Lien                                 Y                     120
2088          First Lien                                 Y                     120
2089          First Lien                                 N                     0
2090          First Lien                                 Y                     60
2091          First Lien                                 Y                     60
2092          First Lien                                 N                     0
2093          First Lien                                 N                     0
2094          First Lien                                 N                     0
2095          First Lien                                 N                     0
2096          First Lien                                 Y                     120
2097          First Lien                                 Y                     120
2098          First Lien                                 Y                     120
2099          First Lien                                 Y                     120
2100          First Lien                                 N                     0
2101          First Lien                                 Y                     120
2102          First Lien                                 Y                     120
2103          First Lien                                 Y                     120
2104          First Lien                                 Y                     120
2105          First Lien                                 Y                     120
2106          First Lien                                 Y                     120
2107          First Lien                                 N                     0
2108          First Lien                                 Y                     120
2109          First Lien                                 N                     0
2110          First Lien                                 Y                     120
2111          First Lien                                 Y                     60
2112          First Lien                                 Y                     60
2113          First Lien                                 Y                     120
2114          First Lien                                 Y                     120
2115          First Lien                                 N                     0
2116          First Lien                                 Y                     120
2117          First Lien                                 Y                     120
2118          First Lien                                 N                     0
2119          First Lien                                 Y                     120
2120          First Lien                                 Y                     120
2121          First Lien                                 Y                     120
2122          First Lien                                 Y                     120
2123          First Lien                                 Y                     60
2124          First Lien                                 Y                     120
2125          First Lien                                 Y                     120
2126          First Lien                                 Y                     120
2127          First Lien                                 Y                     120
2128          First Lien                                 Y                     120
2129          First Lien                                 Y                     120
2130          First Lien                                 Y                     120
2131          First Lien                                 Y                     120
2132          First Lien                                 Y                     60
2133          First Lien                                 Y                     120
2134          First Lien                                 Y                     60
2135          First Lien                                 Y                     120
2136          First Lien                                 Y                     120
2137          First Lien                                 Y                     120
2138          First Lien                                 Y                     120
2139          First Lien                                 Y                     120
2140          First Lien                                 Y                     120
2141          First Lien                                 N                     0
2142          First Lien                                 Y                     120
2143          First Lien                                 Y                     120
2144          First Lien                                 Y                     120
2145          First Lien                                 Y                     60
2146          First Lien                                 Y                     120
2147          First Lien                                 Y                     120
2148          First Lien                                 Y                     120
2149          First Lien                                 Y                     60
2150          First Lien                                 N                     0
2151          First Lien                                 Y                     120
2152          First Lien                                 Y                     120
2153          First Lien                                 Y                     120
2154          First Lien                                 Y                     120
2155          First Lien                                 Y                     120
2156          First Lien                                 N                     0
2157          First Lien                                 Y                     60
2158          First Lien                                 Y                     60
2159          First Lien                                 N                     0
2160          First Lien                                 Y                     120
2161          First Lien                                 Y                     60
2162          First Lien                                 Y                     120
2163          First Lien                                 Y                     120
2164          First Lien                                 Y                     120
2165          First Lien                                 Y                     120
2166          First Lien                                 Y                     60
2167          First Lien                                 Y                     120
2168          First Lien                                 Y                     120
2169          First Lien                                 Y                     120
2170          First Lien                                 Y                     120
2171          First Lien                                 Y                     120
2172          First Lien                                 Y                     120
2173          First Lien                                 Y                     60
2174          First Lien                                 Y                     120
2175          First Lien                                 Y                     120
2176          First Lien                                 N                     0
2177          First Lien                                 N                     0
2178          First Lien                                 Y                     120
2179          First Lien                                 Y                     120
2180          First Lien                                 Y                     120
2181          First Lien                                 Y                     120
2182          First Lien                                 Y                     60
2183          First Lien                                 Y                     120
2184          First Lien                                 Y                     120
2185          First Lien                                 Y                     120
2186          First Lien                                 Y                     120
2187          First Lien                                 Y                     120
2188          First Lien                                 Y                     120
2189          First Lien                                 Y                     120
2190          First Lien                                 Y                     120
2191          First Lien                                 Y                     120
2192          First Lien                                 Y                     120
2193          First Lien                                 Y                     120
2194          First Lien                                 Y                     60
2195          First Lien                                 Y                     120
2196          First Lien                                 Y                     120
2197          First Lien                                 Y                     120
2198          First Lien                                 N                     0
2199          First Lien                                 Y                     120
2200          First Lien                                 N                     0
2201          First Lien                                 N                     0
2202          First Lien                                 Y                     120
2203          First Lien                                 Y                     120
2204          First Lien                                 N                     0
2205          First Lien                                 Y                     120
2206          First Lien                                 Y                     120
2207          First Lien                                 Y                     120
2208          First Lien                                 Y                     120
2209          First Lien                                 N                     0
2210          First Lien                                 Y                     120
2211          First Lien                                 Y                     120
2212          First Lien                                 Y                     120
2213          First Lien                                 Y                     120
2214          First Lien                                 Y                     60
2215          First Lien                                 Y                     120
2216          First Lien                                 Y                     120
2217          First Lien                                 Y                     120
2218          First Lien                                 Y                     120
2219          First Lien                                 Y                     120
2220          First Lien                                 Y                     120
2221          First Lien                                 Y                     120
2222          First Lien                                 Y                     120
2223          First Lien                                 Y                     120
2224          First Lien                                 Y                     120
2225          First Lien                                 Y                     120
2226          First Lien                                 Y                     120
2227          First Lien                                 Y                     120
2228          First Lien                                 N                     0
2229          First Lien                                 N                     0
2230          First Lien                                 Y                     120
2231          First Lien                                 Y                     120
2232          First Lien                                 Y                     120
2233          First Lien                                 Y                     120
2234          First Lien                                 Y                     120
2235          First Lien                                 Y                     120
2236          First Lien                                 Y                     120
2237          First Lien                                 Y                     120
2238          First Lien                                 Y                     120
2239          First Lien                                 Y                     120
2240          First Lien                                 N                     0
2241          First Lien                                 Y                     120
2242          First Lien                                 Y                     120
2243          First Lien                                 Y                     120
2244          First Lien                                 Y                     120
2245          First Lien                                 Y                     120
2246          First Lien                                 N                     0
2247          First Lien                                 N                     0
2248          First Lien                                 Y                     120
2249          First Lien                                 Y                     120
2250          First Lien                                 Y                     120
2251          First Lien                                 Y                     120
2252          First Lien                                 Y                     120
2253          First Lien                                 Y                     120
2254          First Lien                                 Y                     120
2255          First Lien                                 Y                     120
2256          First Lien                                 Y                     60
2257          First Lien                                 Y                     60
2258          First Lien                                 Y                     120
2259          First Lien                                 Y                     60
2260          First Lien                                 Y                     60
2261          First Lien                                 Y                     60
2262          First Lien                                 N                     0
2263          First Lien                                 Y                     60
2264          First Lien                                 N                     0
2265          First Lien                                 Y                     60
2266          First Lien                                 Y                     120
2267          First Lien                                 Y                     120
2268          First Lien                                 Y                     60
2269          First Lien                                 Y                     60
2270          First Lien                                 N                     0
2271          First Lien                                 Y                     60
2272          First Lien                                 Y                     120
2273          First Lien                                 Y                     120
2274          First Lien                                 N                     0
2275          First Lien                                 N                     0
2276          First Lien                                 N                     0
2277          First Lien                                 Y                     60
2278          First Lien                                 N                     0
2279          First Lien                                 N                     0
2280          First Lien                                 Y                     60
2281          First Lien                                 N                     0
2282          First Lien                                 N                     0
2283          First Lien                                 Y                     120
2284          First Lien                                 N                     0
2285          First Lien                                 Y                     120
2286          First Lien                                 Y                     120
2287          First Lien                                 Y                     120
2288          First Lien                                 N                     0
2289          First Lien                                 Y                     120
2290          First Lien                                 N                     0
2291          First Lien                                 Y                     120
2292          First Lien                                 Y                     120
2293          First Lien                                 Y                     120
2294          First Lien                                 Y                     60
2295          First Lien                                 Y                     120
2296          First Lien                                 N                     0
2297          First Lien                                 Y                     60
2298          First Lien                                 Y                     60
2299          First Lien                                 Y                     60
2300          First Lien                                 Y                     120
2301          First Lien                                 Y                     120
2302          First Lien                                 Y                     120
2303          First Lien                                 Y                     120
2304          First Lien                                 N                     0
2305          First Lien                                 Y                     120
2306          First Lien                                 Y                     120
2307          First Lien                                 Y                     120
2308          First Lien                                 Y                     60
2309          First Lien                                 Y                     60
2310          First Lien                                 Y                     120
2311          First Lien                                 N                     0
2312          First Lien                                 Y                     120
2313          First Lien                                 Y                     120
2314          First Lien                                 N                     0
2315          First Lien                                 Y                     120
2316          First Lien                                 Y                     120
2317          First Lien                                 Y                     120
2318          First Lien                                 Y                     120
2319          First Lien                                 Y                     120
2320          First Lien                                 Y                     120
2321          First Lien                                 Y                     120
2322          First Lien                                 Y                     120
2323          First Lien                                 Y                     60
2324          First Lien                                 Y                     60
2325          First Lien                                 Y                     120
2326          First Lien                                 Y                     120
2327          First Lien                                 N                     0
2328          First Lien                                 Y                     120
2329          First Lien                                 Y                     120
2330          First Lien                                 Y                     60
2331          First Lien                                 Y                     120
2332          First Lien                                 Y                     60
2333          First Lien                                 Y                     120
2334          First Lien                                 Y                     120
2335          First Lien                                 Y                     120
2336          First Lien                                 Y                     120
2337          First Lien                                 Y                     120
2338          First Lien                                 Y                     60
2339          First Lien                                 Y                     120
2340          First Lien                                 Y                     120
2341          First Lien                                 Y                     120
2342          First Lien                                 Y                     60
2343          First Lien                                 N                     0
2344          First Lien                                 Y                     120
2345          First Lien                                 Y                     120
2346          First Lien                                 Y                     120
2347          First Lien                                 N                     0
2348          First Lien                                 Y                     120
2349          First Lien                                 Y                     120
2350          First Lien                                 Y                     120
2351          First Lien                                 Y                     120
2352          First Lien                                 Y                     120
2353          First Lien                                 N                     0
2354          First Lien                                 Y                     120
2355          First Lien                                 N                     0
2356          First Lien                                 Y                     120
2357          First Lien                                 Y                     60
2358          First Lien                                 Y                     120
2359          First Lien                                 Y                     120
2360          First Lien                                 Y                     120
2361          First Lien                                 Y                     120
2362          First Lien                                 N                     0
2363          First Lien                                 Y                     120
2364          First Lien                                 Y                     120
2365          First Lien                                 Y                     120
2366          First Lien                                 Y                     60
2367          First Lien                                 N                     0
2368          First Lien                                 N                     0
2369          First Lien                                 Y                     120
2370          First Lien                                 Y                     60
2371          First Lien                                 Y                     60
2372          First Lien                                 N                     0
2373          First Lien                                 N                     0
2374          First Lien                                 N                     0
2375          First Lien                                 Y                     120
2376          First Lien                                 Y                     120
2377          First Lien                                 Y                     60
2378          First Lien                                 N                     0
2379          First Lien                                 Y                     120
2380          First Lien                                 Y                     120
2381          First Lien                                 Y                     120
2382          First Lien                                 Y                     120
2383          First Lien                                 Y                     120
2384          First Lien                                 Y                     120
2385          First Lien                                 Y                     120
2386          First Lien                                 Y                     120
2387          First Lien                                 Y                     120
2388          First Lien                                 Y                     120
2389          First Lien                                 Y                     120
2390          First Lien                                 Y                     120
2391          First Lien                                 Y                     120
2392          First Lien                                 Y                     60
2393          First Lien                                 Y                     120
2394          First Lien                                 Y                     120
2395          First Lien                                 N                     0
2396          First Lien                                 N                     0
2397          First Lien                                 Y                     120
2398          First Lien                                 Y                     60
2399          First Lien                                 Y                     120
2400          First Lien                                 N                     0
2401          First Lien                                 Y                     60
2402          First Lien                                 N                     0
2403          First Lien                                 N                     0
2404          First Lien                                 Y                     60
2405          First Lien                                 Y                     60
2406          First Lien                                 Y                     60
2407          First Lien                                 Y                     60
2408          First Lien                                 Y                     60
2409          First Lien                                 Y                     120
2410          First Lien                                 Y                     120
2411          First Lien                                 Y                     120
2412          First Lien                                 Y                     120
2413          First Lien                                 Y                     120
2414          First Lien                                 Y                     120
2415          First Lien                                 Y                     120
2416          First Lien                                 Y                     60
2417          First Lien                                 Y                     120
2418          First Lien                                 Y                     60
2419          First Lien                                 Y                     120
2420          First Lien                                 N                     0
2421          First Lien                                 Y                     120
2422          First Lien                                 N                     0
2423          First Lien                                 Y                     120
2424          First Lien                                 N                     0
2425          First Lien                                 Y                     120
2426          First Lien                                 Y                     120
2427          First Lien                                 Y                     120
2428          First Lien                                 Y                     60
2429          First Lien                                 Y                     120
2430          First Lien                                 Y                     120
2431          First Lien                                 Y                     120
2432          First Lien                                 Y                     120
2433          First Lien                                 N                     0
2434          First Lien                                 Y                     120
2435          First Lien                                 N                     0
2436          First Lien                                 Y                     120
2437          First Lien                                 Y                     120
2438          First Lien                                 N                     0
2439          First Lien                                 Y                     120
2440          First Lien                                 Y                     120
2441          First Lien                                 Y                     120
2442          First Lien                                 Y                     120
2443          First Lien                                 Y                     120
2444          First Lien                                 Y                     120
2445          First Lien                                 Y                     60
2446          First Lien                                 N                     0
2447          First Lien                                 N                     0
2448          First Lien                                 Y                     120
2449          First Lien                                 Y                     120
2450          First Lien                                 Y                     60
2451          First Lien                                 Y                     60
2452          First Lien                                 Y                     120
2453          First Lien                                 Y                     60
2454          First Lien                                 N                     0
2455          First Lien                                 Y                     60
2456          First Lien                                 Y                     120
2457          First Lien                                 Y                     120
2458          First Lien                                 Y                     120
2459          First Lien                                 Y                     120
2460          First Lien                                 N                     0
2461          First Lien                                 Y                     120
2462          First Lien                                 N                     0
2463          First Lien                                 Y                     120
2464          First Lien                                 Y                     120
2465          First Lien                                 Y                     120
2466          First Lien                                 Y                     120
2467          First Lien                                 Y                     120
2468          First Lien                                 Y                     120
2469          First Lien                                 Y                     120
2470          First Lien                                 Y                     120
2471          First Lien                                 Y                     120
2472          First Lien                                 Y                     120
2473          First Lien                                 Y                     120
2474          First Lien                                 Y                     120
2475          First Lien                                 Y                     120
2476          First Lien                                 Y                     120
2477          First Lien                                 Y                     120
2478          First Lien                                 N                     0
2479          First Lien                                 Y                     120
2480          First Lien                                 Y                     120
2481          First Lien                                 Y                     60
2482          First Lien                                 N                     0
2483          First Lien                                 Y                     120
2484          First Lien                                 Y                     120
2485          First Lien                                 Y                     120
2486          First Lien                                 Y                     120
2487          First Lien                                 Y                     60
2488          First Lien                                 Y                     120
2489          First Lien                                 Y                     120
2490          First Lien                                 Y                     120
2491          First Lien                                 Y                     120
2492          First Lien                                 Y                     120
2493          First Lien                                 Y                     120
2494          First Lien                                 Y                     60
2495          First Lien                                 Y                     120
2496          First Lien                                 Y                     60
2497          First Lien                                 Y                     120
2498          First Lien                                 N                     0
2499          First Lien                                 Y                     60
2500          First Lien                                 N                     0
2501          First Lien                                 Y                     120
2502          First Lien                                 Y                     120
2503          First Lien                                 N                     0
2504          First Lien                                 N                     0
2505          First Lien                                 N                     0
2506          First Lien                                 N                     0
2507          First Lien                                 Y                     120
2508          First Lien                                 Y                     120
2509          First Lien                                 N                     0
2510          First Lien                                 Y                     120
2511          First Lien                                 Y                     120
2512          First Lien                                 Y                     120
2513          First Lien                                 Y                     120
2514          First Lien                                 Y                     60
2515          First Lien                                 Y                     60
2516          First Lien                                 Y                     120
2517          First Lien                                 Y                     120
2518          First Lien                                 Y                     60
2519          First Lien                                 Y                     60
2520          First Lien                                 Y                     60
2521          First Lien                                 Y                     60
2522          First Lien                                 Y                     120
2523          First Lien                                 Y                     120
2524          First Lien                                 N                     0
2525          First Lien                                 Y                     120
2526          First Lien                                 Y                     120
2527          First Lien                                 Y                     120
2528          First Lien                                 Y                     120
2529          First Lien                                 Y                     60
2530          First Lien                                 N                     0
2531          First Lien                                 Y                     60
2532          First Lien                                 Y                     120
2533          First Lien                                 Y                     60
2534          First Lien                                 N                     0
2535          First Lien                                 Y                     120
2536          First Lien                                 Y                     120
2537          First Lien                                 Y                     120
2538          First Lien                                 Y                     120
2539          First Lien                                 Y                     120
2540          First Lien                                 Y                     120
2541          First Lien                                 Y                     120
2542          First Lien                                 Y                     120
2543          First Lien                                 Y                     120
2544          First Lien                                 Y                     120
2545          First Lien                                 Y                     120
2546          First Lien                                 Y                     120
2547          First Lien                                 N                     0
2548          First Lien                                 Y                     120
2549          First Lien                                 Y                     120
2550          First Lien                                 Y                     120
2551          First Lien                                 Y                     60
2552          First Lien                                 Y                     120
2553          First Lien                                 Y                     120
2554          First Lien                                 N                     0
2555          First Lien                                 Y                     120
2556          First Lien                                 Y                     120
2557          First Lien                                 Y                     120
2558          First Lien                                 Y                     120
2559          First Lien                                 Y                     120
2560          First Lien                                 Y                     60
2561          First Lien                                 Y                     120
2562          First Lien                                 Y                     120
2563          First Lien                                 Y                     120
2564          First Lien                                 Y                     120
2565          First Lien                                 Y                     120
2566          First Lien                                 N                     0
2567          First Lien                                 Y                     120
2568          First Lien                                 Y                     120
2569          First Lien                                 Y                     120
2570          First Lien                                 Y                     120
2571          First Lien                                 Y                     120
2572          First Lien                                 Y                     120
2573          First Lien                                 Y                     120
2574          First Lien                                 Y                     60
2575          First Lien                                 Y                     120
2576          First Lien                                 Y                     120
2577          First Lien                                 Y                     120
2578          First Lien                                 Y                     120
2579          First Lien                                 Y                     120
2580          First Lien                                 Y                     120
2581          First Lien                                 Y                     120
2582          First Lien                                 Y                     120
2583          First Lien                                 N                     0
2584          First Lien                                 Y                     120
2585          First Lien                                 Y                     120
2586          First Lien                                 Y                     120
2587          First Lien                                 Y                     120
2588          First Lien                                 Y                     120
2589          First Lien                                 N                     0
2590          First Lien                                 Y                     120
2591          First Lien                                 Y                     120
2592          First Lien                                 Y                     60
2593          First Lien                                 N                     0
2594          First Lien                                 Y                     120
2595          First Lien                                 Y                     60
2596          First Lien                                 Y                     120
2597          First Lien                                 Y                     120
2598          First Lien                                 Y                     120
2599          First Lien                                 Y                     120
2600          First Lien                                 Y                     120
2601          First Lien                                 Y                     60
2602          First Lien                                 Y                     60
2603          First Lien                                 Y                     120
2604          First Lien                                 Y                     120
2605          First Lien                                 Y                     120
2606          First Lien                                 Y                     120
2607          First Lien                                 Y                     120
2608          First Lien                                 Y                     60
2609          First Lien                                 Y                     120
2610          First Lien                                 Y                     120
2611          First Lien                                 N                     0
2612          First Lien                                 Y                     120
2613          First Lien                                 Y                     120
2614          First Lien                                 Y                     60
2615          First Lien                                 Y                     120
2616          First Lien                                 N                     0
2617          First Lien                                 Y                     60
2618          First Lien                                 Y                     120
2619          First Lien                                 Y                     120
2620          First Lien                                 Y                     60
2621          First Lien                                 Y                     120
2622          First Lien                                 Y                     60
2623          First Lien                                 Y                     120
2624          First Lien                                 Y                     120
2625          First Lien                                 Y                     120
2626          First Lien                                 Y                     120
2627          First Lien                                 Y                     120
2628          First Lien                                 Y                     120
2629          First Lien                                 Y                     120
2630          First Lien                                 Y                     120
2631          First Lien                                 Y                     120
2632          First Lien                                 Y                     60
2633          First Lien                                 Y                     120
2634          First Lien                                 Y                     60
2635          First Lien                                 Y                     120
2636          First Lien                                 Y                     60
2637          First Lien                                 N                     0
2638          First Lien                                 N                     0
2639          First Lien                                 Y                     120
2640          First Lien                                 Y                     120
2641          First Lien                                 Y                     120
2642          First Lien                                 Y                     120
2643          First Lien                                 Y                     120
2644          First Lien                                 Y                     120
2645          First Lien                                 Y                     120
2646          First Lien                                 Y                     120
2647          First Lien                                 Y                     120
2648          First Lien                                 Y                     120
2649          First Lien                                 Y                     120
2650          First Lien                                 Y                     120
2651          First Lien                                 Y                     120
2652          First Lien                                 Y                     120
2653          First Lien                                 Y                     120
2654          First Lien                                 Y                     120
2655          First Lien                                 Y                     120
2656          First Lien                                 Y                     120
2657          First Lien                                 Y                     120
2658          First Lien                                 Y                     120
2659          First Lien                                 Y                     120
2660          First Lien                                 N                     0
2661          First Lien                                 Y                     120
2662          First Lien                                 N                     0
2663          First Lien                                 Y                     120
2664          First Lien                                 Y                     120
2665          First Lien                                 N                     0
2666          First Lien                                 Y                     120
2667          First Lien                                 Y                     120
2668          First Lien                                 Y                     120
2669          First Lien                                 Y                     120
2670          First Lien                                 Y                     60
2671          First Lien                                 Y                     120
2672          First Lien                                 Y                     36
2673          First Lien                                 Y                     120
2674          First Lien                                 Y                     120
2675          First Lien                                 Y                     120
2676          First Lien                                 Y                     120
2677          First Lien                                 Y                     120
2678          First Lien                                 Y                     120
2679          First Lien                                 Y                     120
2680          First Lien                                 N                     0
2681          First Lien                                 Y                     120
2682          First Lien                                 Y                     120
2683          First Lien                                 Y                     60
2684          First Lien                                 Y                     120
2685          First Lien                                 Y                     120
2686          First Lien                                 Y                     120
2687          First Lien                                 Y                     60
2688          First Lien                                 Y                     120
2689          First Lien                                 Y                     120
2690          First Lien                                 Y                     120
2691          First Lien                                 Y                     120
2692          First Lien                                 Y                     120
2693          First Lien                                 Y                     120
2694          First Lien                                 Y                     120
2695          First Lien                                 Y                     120
2696          First Lien                                 Y                     60
2697          First Lien                                 Y                     120
2698          First Lien                                 Y                     120
2699          First Lien                                 Y                     60
2700          First Lien                                 Y                     120
2701          First Lien                                 Y                     120
2702          First Lien                                 Y                     120
2703          First Lien                                 N                     0
2704          First Lien                                 Y                     120
2705          First Lien                                 Y                     120
2706          First Lien                                 Y                     120
2707          First Lien                                 Y                     120
2708          First Lien                                 Y                     120
2709          First Lien                                 Y                     120
2710          First Lien                                 Y                     120
2711          First Lien                                 Y                     120
2712          First Lien                                 Y                     60
2713          First Lien                                 N                     0
2714          First Lien                                 Y                     120
2715          First Lien                                 N                     0
2716          First Lien                                 Y                     60
2717          First Lien                                 Y                     60
2718          First Lien                                 Y                     120
2719          First Lien                                 Y                     120
2720          First Lien                                 N                     0
2721          First Lien                                 Y                     120
2722          First Lien                                 Y                     120
2723          First Lien                                 Y                     60
2724          First Lien                                 Y                     120
2725          First Lien                                 Y                     60
2726          First Lien                                 Y                     120
2727          First Lien                                 Y                     120
2728          First Lien                                 Y                     120
2729          First Lien                                 Y                     120
2730          First Lien                                 N                     0
2731          First Lien                                 Y                     120
2732          First Lien                                 Y                     120
2733          First Lien                                 Y                     120
2734          First Lien                                 Y                     60
2735          First Lien                                 Y                     60
2736          First Lien                                 Y                     60
2737          First Lien                                 Y                     120
2738          First Lien                                 Y                     120
2739          First Lien                                 N                     0
2740          First Lien                                 Y                     120
2741          First Lien                                 Y                     120
2742          First Lien                                 Y                     120
2743          First Lien                                 Y                     60
2744          First Lien                                 Y                     120
2745          First Lien                                 Y                     120
2746          First Lien                                 Y                     120
2747          First Lien                                 Y                     120
2748          First Lien                                 Y                     120
2749          First Lien                                 Y                     120
2750          First Lien                                 Y                     120
2751          First Lien                                 N                     0
2752          First Lien                                 Y                     120
2753          First Lien                                 Y                     60
2754          First Lien                                 Y                     120
2755          First Lien                                 Y                     120
2756          First Lien                                 Y                     60
2757          First Lien                                 Y                     120
2758          First Lien                                 Y                     120
2759          First Lien                                 N                     0
2760          First Lien                                 Y                     120
2761          First Lien                                 Y                     120
2762          First Lien                                 Y                     120
2763          First Lien                                 Y                     120
2764          First Lien                                 Y                     120
2765          First Lien                                 Y                     120
2766          First Lien                                 Y                     120
2767          First Lien                                 Y                     120
2768          First Lien                                 N                     0
2769          First Lien                                 Y                     120
2770          First Lien                                 Y                     120
2771          First Lien                                 Y                     120
2772          First Lien                                 Y                     120
2773          First Lien                                 Y                     60
2774          First Lien                                 Y                     60
2775          First Lien                                 Y                     120
2776          First Lien                                 Y                     60
2777          First Lien                                 Y                     60
2778          First Lien                                 Y                     60
2779          First Lien                                 Y                     120
2780          First Lien                                 Y                     60
2781          First Lien                                 Y                     120
2782          First Lien                                 Y                     120
2783          First Lien                                 N                     0
2784          First Lien                                 N                     0
2785          First Lien                                 N                     0
2786          First Lien                                 Y                     60
2787          First Lien                                 Y                     120
2788          First Lien                                 Y                     120
2789          First Lien                                 Y                     120
2790          First Lien                                 Y                     120
2791          First Lien                                 Y                     120
2792          First Lien                                 Y                     120
2793          First Lien                                 Y                     120
2794          First Lien                                 Y                     120
2795          First Lien                                 Y                     120
2796          First Lien                                 Y                     120
2797          First Lien                                 Y                     120
2798          First Lien                                 N                     0
2799          First Lien                                 N                     0
2800          First Lien                                 Y                     120
2801          First Lien                                 Y                     120
2802          First Lien                                 Y                     120
2803          First Lien                                 Y                     120
2804          First Lien                                 Y                     120
2805          First Lien                                 Y                     120
2806          First Lien                                 Y                     60
2807          First Lien                                 Y                     120
2808          First Lien                                 Y                     60
2809          First Lien                                 Y                     120
2810          First Lien                                 N                     0
2811          First Lien                                 Y                     60
2812          First Lien                                 Y                     120
2813          First Lien                                 Y                     60
2814          First Lien                                 Y                     60
2815          First Lien                                 Y                     60
2816          First Lien                                 Y                     60
2817          First Lien                                 Y                     120
2818          First Lien                                 Y                     120
2819          First Lien                                 Y                     120
2820          First Lien                                 N                     0
2821          First Lien                                 Y                     120
2822          First Lien                                 Y                     120
2823          First Lien                                 Y                     120
2824          First Lien                                 N                     0
2825          First Lien                                 Y                     120
2826          First Lien                                 Y                     120
2827          First Lien                                 Y                     120
2828          First Lien                                 Y                     120
2829          First Lien                                 Y                     120
2830          First Lien                                 Y                     120
2831          First Lien                                 Y                     120
2832          First Lien                                 Y                     60
2833          First Lien                                 Y                     120
2834          First Lien                                 N                     0
2835          First Lien                                 N                     0
2836          First Lien                                 Y                     120
2837          First Lien                                 N                     0
2838          First Lien                                 N                     0
2839          First Lien                                 Y                     60
2840          First Lien                                 Y                     120
2841          First Lien                                 Y                     120
2842          First Lien                                 Y                     120
2843          First Lien                                 Y                     60
2844          First Lien                                 Y                     120
2845          First Lien                                 Y                     120
2846          First Lien                                 N                     0
2847          First Lien                                 Y                     120
2848          First Lien                                 N                     0
2849          First Lien                                 Y                     120
2850          First Lien                                 Y                     60
2851          First Lien                                 Y                     120
2852          First Lien                                 Y                     120
2853          First Lien                                 N                     0
2854          First Lien                                 Y                     60
2855          First Lien                                 Y                     120
2856          First Lien                                 Y                     120
2857          First Lien                                 Y                     60
2858          First Lien                                 Y                     120
2859          First Lien                                 Y                     60
2860          First Lien                                 Y                     120
2861          First Lien                                 Y                     120
2862          First Lien                                 Y                     120
2863          First Lien                                 N                     0
2864          First Lien                                 Y                     120
2865          First Lien                                 Y                     120
2866          First Lien                                 Y                     60
2867          First Lien                                 Y                     120
2868          First Lien                                 Y                     120
2869          First Lien                                 Y                     120
2870          First Lien                                 Y                     120
2871          First Lien                                 Y                     60
2872          First Lien                                 N                     0
2873          First Lien                                 N                     0
2874          First Lien                                 Y                     120
2875          First Lien                                 N                     0
2876          First Lien                                 Y                     60
2877          First Lien                                 Y                     60
2878          First Lien                                 Y                     120
2879          First Lien                                 Y                     120
2880          First Lien                                 Y                     60
2881          First Lien                                 Y                     60
2882          First Lien                                 Y                     120
2883          First Lien                                 Y                     120
2884          First Lien                                 Y                     60
2885          First Lien                                 Y                     60
2886          First Lien                                 Y                     120
2887          First Lien                                 N                     0
2888          First Lien                                 N                     0
2889          First Lien                                 Y                     120
2890          First Lien                                 Y                     60
2891          First Lien                                 N                     0
2892          First Lien                                 Y                     120
2893          First Lien                                 Y                     120
2894          First Lien                                 N                     0
2895          First Lien                                 N                     0
2896          First Lien                                 Y                     120
2897          First Lien                                 Y                     60
2898          First Lien                                 Y                     120
2899          First Lien                                 Y                     120
2900          First Lien                                 Y                     120
2901          First Lien                                 Y                     120
2902          First Lien                                 Y                     120
2903          First Lien                                 Y                     120
2904          First Lien                                 Y                     120
2905          First Lien                                 N                     0
2906          First Lien                                 N                     0
2907          First Lien                                 Y                     120
2908          First Lien                                 N                     0
2909          First Lien                                 Y                     120
2910          First Lien                                 Y                     120
2911          First Lien                                 Y                     120
2912          First Lien                                 N                     0
2913          First Lien                                 Y                     120
2914          First Lien                                 Y                     120
2915          First Lien                                 N                     0
2916          First Lien                                 Y                     120
2917          First Lien                                 Y                     120
2918          First Lien                                 Y                     120
2919          First Lien                                 Y                     120
2920          First Lien                                 Y                     120
2921          First Lien                                 Y                     120
2922          First Lien                                 Y                     60
2923          First Lien                                 Y                     120
2924          First Lien                                 Y                     120
2925          First Lien                                 N                     0
2926          First Lien                                 Y                     120
2927          First Lien                                 Y                     120
2928          First Lien                                 Y                     120
2929          First Lien                                 Y                     120
2930          First Lien                                 N                     0
2931          First Lien                                 Y                     120
2932          First Lien                                 Y                     120
2933          First Lien                                 Y                     120
2934          First Lien                                 N                     0
2935          First Lien                                 Y                     120
2936          First Lien                                 Y                     60
2937          First Lien                                 Y                     120
2938          First Lien                                 Y                     120
2939          First Lien                                 Y                     60
2940          First Lien                                 Y                     120
2941          First Lien                                 Y                     60
2942          First Lien                                 Y                     120
2943          First Lien                                 Y                     120
2944          First Lien                                 Y                     60
2945          First Lien                                 N                     0
2946          First Lien                                 Y                     120
2947          First Lien                                 N                     0
2948          First Lien                                 Y                     120
2949          First Lien                                 Y                     120
2950          First Lien                                 N                     0
2951          First Lien                                 Y                     120
2952          First Lien                                 Y                     120
2953          First Lien                                 Y                     120
2954          First Lien                                 N                     0
2955          First Lien                                 N                     0
2956          First Lien                                 Y                     120
2957          First Lien                                 Y                     120
2958          First Lien                                 Y                     120
2959          First Lien                                 Y                     120
2960          First Lien                                 N                     0
2961          First Lien                                 N                     0
2962          First Lien                                 Y                     120
2963          First Lien                                 Y                     120
2964          First Lien                                 N                     0
2965          First Lien                                 N                     0
2966          First Lien                                 Y                     120
2967          First Lien                                 Y                     60
2968          First Lien                                 N                     0
2969          First Lien                                 Y                     60
2970          First Lien                                 Y                     120
2971          First Lien                                 Y                     120
2972          First Lien                                 Y                     120
2973          First Lien                                 Y                     120
2974          First Lien                                 Y                     120
2975          First Lien                                 Y                     120
2976          First Lien                                 Y                     120
2977          First Lien                                 Y                     60
2978          First Lien                                 N                     0
2979          First Lien                                 Y                     120
2980          First Lien                                 N                     0
2981          First Lien                                 N                     0
2982          First Lien                                 Y                     120
2983          First Lien                                 Y                     120
2984          First Lien                                 Y                     60
2985          First Lien                                 Y                     60
2986          First Lien                                 Y                     120
2987          First Lien                                 N                     0
2988          First Lien                                 Y                     60
2989          First Lien                                 Y                     120
2990          First Lien                                 Y                     120
2991          First Lien                                 Y                     120
2992          First Lien                                 Y                     120
2993          First Lien                                 Y                     120
2994          First Lien                                 Y                     120
2995          First Lien                                 Y                     60
2996          First Lien                                 Y                     36
2997          First Lien                                 Y                     120
2998          First Lien                                 Y                     120
2999          First Lien                                 Y                     36
3000          First Lien                                 Y                     120
3001          First Lien                                 Y                     60
3002          First Lien                                 Y                     120
3003          First Lien                                 N                     0
3004          First Lien                                 Y                     60
3005          First Lien                                 Y                     120
3006          First Lien                                 N                     0
3007          First Lien                                 Y                     60
3008          First Lien                                 Y                     120
3009          First Lien                                 Y                     60
3010          First Lien                                 Y                     60
3011          First Lien                                 Y                     120
3012          First Lien                                 N                     0
3013          First Lien                                 Y                     60
3014          First Lien                                 N                     0
3015          First Lien                                 Y                     120
3016          First Lien                                 Y                     60
3017          First Lien                                 Y                     60
3018          First Lien                                 Y                     120
3019          First Lien                                 Y                     120
3020          First Lien                                 Y                     120
3021          First Lien                                 Y                     120
3022          First Lien                                 Y                     120
3023          First Lien                                 Y                     120
3024          First Lien                                 Y                     60
3025          First Lien                                 N                     0
3026          First Lien                                 N                     0
3027          First Lien                                 Y                     60
3028          First Lien                                 Y                     120
3029          First Lien                                 Y                     60
3030          First Lien                                 Y                     120
3031          First Lien                                 Y                     120
3032          First Lien                                 Y                     120
3033          First Lien                                 Y                     120
3034          First Lien                                 Y                     120
3035          First Lien                                 Y                     120
3036          First Lien                                 Y                     120
3037          First Lien                                 N                     0
3038          First Lien                                 Y                     120
3039          First Lien                                 Y                     120
3040          First Lien                                 N                     0
3041          First Lien                                 Y                     120
3042          First Lien                                 N                     0
3043          First Lien                                 Y                     60
3044          First Lien                                 Y                     120
3045          First Lien                                 Y                     120
3046          First Lien                                 Y                     120
3047          First Lien                                 Y                     84
3048          First Lien                                 Y                     84
3049          First Lien                                 Y                     84
3050          First Lien                                 Y                     84
3051          First Lien                                 Y                     60
3052          First Lien                                 Y                     120
3053          First Lien                                 Y                     84
3054          First Lien                                 Y                     84
3055          First Lien                                 Y                     84
3056          First Lien                                 Y                     84
3057          First Lien                                 Y                     84
3058          First Lien                                 Y                     84
3059          First Lien                                 Y                     84
3060          First Lien                                 N                     0
3061          First Lien                                 Y                     60
3062          First Lien                                 Y                     120
3063          First Lien                                 Y                     120
3064          First Lien                                 Y                     84
3065          First Lien                                 Y                     84
3066          First Lien                                 Y                     84
3067          First Lien                                 Y                     84
3068          First Lien                                 Y                     60
3069          First Lien                                 Y                     84
3070          First Lien                                 Y                     84
3071          First Lien                                 Y                     60
3072          First Lien                                 Y                     84
3073          First Lien                                 Y                     84
3074          First Lien                                 Y                     84
3075          First Lien                                 Y                     84
3076          First Lien                                 Y                     84
3077          First Lien                                 Y                     84
3078          First Lien                                 Y                     60
3079          First Lien                                 Y                     60
3080          First Lien                                 Y                     84
3081          First Lien                                 Y                     60
3082          First Lien                                 Y                     84
3083          First Lien                                 N                     0
3084          First Lien                                 Y                     84
3085          First Lien                                 Y                     84
3086          First Lien                                 Y                     84
3087          First Lien                                 Y                     120
3088          First Lien                                 N                     0
3089          First Lien                                 Y                     84
3090          First Lien                                 Y                     84
3091          First Lien                                 N                     0
3092          First Lien                                 Y                     84
3093          First Lien                                 Y                     84
3094          First Lien                                 Y                     84
3095          First Lien                                 Y                     84
3096          First Lien                                 Y                     60
3097          First Lien                                 Y                     84
3098          First Lien                                 Y                     84
3099          First Lien                                 Y                     84
3100          First Lien                                 N                     0
3101          First Lien                                 Y                     84
3102          First Lien                                 Y                     84
3103          First Lien                                 Y                     120
3104          First Lien                                 Y                     84
3105          First Lien                                 Y                     84
3106          First Lien                                 Y                     84
3107          First Lien                                 Y                     60
3108          First Lien                                 Y                     84
3109          First Lien                                 Y                     84
3110          First Lien                                 Y                     84
3111          First Lien                                 Y                     84
3112          First Lien                                 Y                     84
3113          First Lien                                 Y                     84
3114          First Lien                                 N                     0
3115          First Lien                                 Y                     120
3116          First Lien                                 Y                     84
3117          First Lien                                 Y                     84
3118          First Lien                                 Y                     84
3119          First Lien                                 Y                     84
3120          First Lien                                 Y                     84
3121          First Lien                                 Y                     84
3122          First Lien                                 Y                     84
3123          First Lien                                 Y                     60
3124          First Lien                                 Y                     84
3125          First Lien                                 Y                     84
3126          First Lien                                 Y                     84
3127          First Lien                                 Y                     84
3128          First Lien                                 Y                     60
3129          First Lien                                 Y                     120
3130          First Lien                                 Y                     84
3131          First Lien                                 Y                     60
3132          First Lien                                 N                     0
3133          First Lien                                 Y                     84
3134          First Lien                                 Y                     84
3135          First Lien                                 Y                     84
3136          First Lien                                 Y                     60
3137          First Lien                                 Y                     84
3138          First Lien                                 Y                     84
3139          First Lien                                 Y                     84
3140          First Lien                                 Y                     84
3141          First Lien                                 Y                     84
3142          First Lien                                 Y                     84
3143          First Lien                                 Y                     84
3144          First Lien                                 Y                     84
3145          First Lien                                 Y                     84
3146          First Lien                                 Y                     60
3147          First Lien                                 Y                     84
3148          First Lien                                 Y                     84
3149          First Lien                                 Y                     84
3150          First Lien                                 Y                     60
3151          First Lien                                 Y                     84
3152          First Lien                                 Y                     84
3153          First Lien                                 Y                     60
3154          First Lien                                 Y                     84
3155          First Lien                                 Y                     120
3156          First Lien                                 Y                     84
3157          First Lien                                 Y                     84
3158          First Lien                                 Y                     84
3159          First Lien                                 Y                     84
3160          First Lien                                 Y                     60
3161          First Lien                                 Y                     84
3162          First Lien                                 Y                     60
3163          First Lien                                 Y                     84
3164          First Lien                                 Y                     84
3165          First Lien                                 Y                     60
3166          First Lien                                 Y                     84
3167          First Lien                                 N                     0
3168          First Lien                                 Y                     84
3169          First Lien                                 Y                     84
3170          First Lien                                 Y                     60
3171          First Lien                                 Y                     120
3172          First Lien                                 Y                     84
3173          First Lien                                 Y                     60
3174          First Lien                                 Y                     84
3175          First Lien                                 Y                     84
3176          First Lien                                 Y                     84
3177          First Lien                                 Y                     84
3178          First Lien                                 Y                     60
3179          First Lien                                 Y                     84
3180          First Lien                                 Y                     84
3181          First Lien                                 Y                     60
3182          First Lien                                 N                     0
3183          First Lien                                 Y                     84
3184          First Lien                                 Y                     84
3185          First Lien                                 Y                     84
3186          First Lien                                 Y                     84
3187          First Lien                                 Y                     60
3188          First Lien                                 Y                     120
3189          First Lien                                 Y                     120
3190          First Lien                                 Y                     60
3191          First Lien                                 Y                     60
3192          First Lien                                 Y                     120
3193          First Lien                                 Y                     120
3194          First Lien                                 Y                     120
3195          First Lien                                 Y                     60
3196          First Lien                                 Y                     60
3197          First Lien                                 Y                     120
3198          First Lien                                 Y                     120
3199          First Lien                                 Y                     60
3200          First Lien                                 N                     0
3201          First Lien                                 Y                     60
3202          First Lien                                 Y                     120
3203          First Lien                                 N                     0
3204          First Lien                                 Y                     36
3205          First Lien                                 Y                     60
3206          First Lien                                 Y                     36
3207          First Lien                                 Y                     120
3208          First Lien                                 Y                     120
3209          First Lien                                 Y                     120
3210          First Lien                                 Y                     120
3211          First Lien                                 Y                     120
3212          First Lien                                 Y                     120
3213          First Lien                                 Y                     120
3214          First Lien                                 Y                     120
3215          First Lien                                 Y                     120
3216          First Lien                                 N                     0
3217          First Lien                                 Y                     120
3218          First Lien                                 Y                     120
3219          First Lien                                 Y                     60
3220          First Lien                                 Y                     120
3221          First Lien                                 Y                     120
3222          First Lien                                 N                     0
3223          First Lien                                 Y                     120
3224          First Lien                                 Y                     120
3225          First Lien                                 Y                     120
3226          First Lien                                 Y                     120
3227          First Lien                                 Y                     120
3228          First Lien                                 Y                     120
3229          First Lien                                 Y                     120
3230          First Lien                                 N                     0
3231          First Lien                                 Y                     120
3232          First Lien                                 Y                     120
3233          First Lien                                 Y                     120
3234          First Lien                                 Y                     120
3235          First Lien                                 Y                     120
3236          First Lien                                 Y                     120
3237          First Lien                                 N                     0
3238          First Lien                                 Y                     120
3239          First Lien                                 Y                     120
3240          First Lien                                 N                     0
3241          First Lien                                 Y                     120
3242          First Lien                                 Y                     120
3243          First Lien                                 Y                     120
3244          First Lien                                 N                     0
3245          First Lien                                 Y                     120
3246          First Lien                                 N                     0
3247          First Lien                                 Y                     120
3248          First Lien                                 Y                     120
3249          First Lien                                 Y                     120
3250          First Lien                                 Y                     120
3251          First Lien                                 Y                     120
3252          First Lien                                 Y                     120
3253          First Lien                                 Y                     120
3254          First Lien                                 Y                     120
3255          First Lien                                 N                     0
3256          First Lien                                 N                     0
3257          First Lien                                 Y                     120
3258          First Lien                                 Y                     120
3259          First Lien                                 Y                     120
3260          First Lien                                 N                     0
3261          First Lien                                 Y                     120
3262          First Lien                                 Y                     120
3263          First Lien                                 Y                     120
3264          First Lien                                 Y                     120
3265          First Lien                                 Y                     120
3266          First Lien                                 Y                     120
3267          First Lien                                 N                     0
3268          First Lien                                 Y                     60
3269          First Lien                                 N                     0
3270          First Lien                                 Y                     120
3271          First Lien                                 N                     0
3272          First Lien                                 Y                     60
3273          First Lien                                 Y                     60
3274          First Lien                                 Y                     120
3275          First Lien                                 Y                     120
3276          First Lien                                 Y                     120
3277          First Lien                                 Y                     120
3278          First Lien                                 Y                     120
3279          First Lien                                 Y                     120
3280          First Lien                                 Y                     120
3281          First Lien                                 Y                     120
3282          First Lien                                 Y                     120
3283          First Lien                                 Y                     120
3284          First Lien                                 Y                     120
3285          First Lien                                 Y                     60
3286          First Lien                                 Y                     120
3287          First Lien                                 Y                     120
3288          First Lien                                 N                     0
3289          First Lien                                 N                     0
3290          First Lien                                 N                     0
3291          First Lien                                 N                     0
3292          First Lien                                 N                     0
3293          First Lien                                 N                     0
3294          First Lien                                 Y                     120
3295          First Lien                                 Y                     120
3296          First Lien                                 Y                     120
3297          First Lien                                 Y                     60
3298          First Lien                                 Y                     60
3299          First Lien                                 Y                     120
3300          First Lien                                 Y                     120
3301          First Lien                                 N                     0
3302          First Lien                                 Y                     120
3303          First Lien                                 Y                     120
3304          First Lien                                 N                     0
3305          First Lien                                 Y                     120
3306          First Lien                                 Y                     120
3307          First Lien                                 Y                     120
3308          First Lien                                 Y                     120
3309          First Lien                                 Y                     120
3310          First Lien                                 Y                     120
3311          First Lien                                 Y                     60
3312          First Lien                                 Y                     120
3313          First Lien                                 Y                     120
3314          First Lien                                 Y                     120
3315          First Lien                                 Y                     120
3316          First Lien                                 Y                     120
3317          First Lien                                 N                     0
3318          First Lien                                 Y                     120
3319          First Lien                                 Y                     120
3320          First Lien                                 Y                     120
3321          First Lien                                 Y                     120
3322          First Lien                                 Y                     120
3323          First Lien                                 N                     0
3324          First Lien                                 Y                     120
3325          First Lien                                 Y                     120
3326          First Lien                                 N                     0
3327          First Lien                                 Y                     120
3328          First Lien                                 Y                     120
3329          First Lien                                 Y                     120
3330          First Lien                                 Y                     120
3331          First Lien                                 Y                     120
3332          First Lien                                 Y                     120
3333          First Lien                                 Y                     120
3334          First Lien                                 N                     0
3335          First Lien                                 N                     0
3336          First Lien                                 Y                     36
3337          First Lien                                 Y                     120
3338          First Lien                                 Y                     120
3339          First Lien                                 Y                     120
3340          First Lien                                 Y                     120
3341          First Lien                                 Y                     120
3342          First Lien                                 Y                     120
3343          First Lien                                 Y                     120
3344          First Lien                                 Y                     120
3345          First Lien                                 Y                     120
3346          First Lien                                 Y                     120
3347          First Lien                                 Y                     120
3348          First Lien                                 Y                     120
3349          First Lien                                 Y                     120
3350          First Lien                                 N                     0
3351          First Lien                                 N                     0
3352          First Lien                                 Y                     120
3353          First Lien                                 N                     0
3354          First Lien                                 Y                     120
3355          First Lien                                 Y                     120
3356          First Lien                                 Y                     120
3357          First Lien                                 Y                     120
3358          First Lien                                 Y                     120
3359          First Lien                                 Y                     60
3360          First Lien                                 Y                     120
3361          First Lien                                 Y                     120
3362          First Lien                                 Y                     120
3363          First Lien                                 Y                     60
3364          First Lien                                 Y                     60
3365          First Lien                                 Y                     120
3366          First Lien                                 Y                     120
3367          First Lien                                 Y                     120
3368          First Lien                                 Y                     120
3369          First Lien                                 Y                     120
3370          First Lien                                 Y                     120
3371          First Lien                                 Y                     120
3372          First Lien                                 Y                     120
3373          First Lien                                 Y                     120
3374          First Lien                                 Y                     120
3375          First Lien                                 Y                     120
3376          First Lien                                 Y                     120
3377          First Lien                                 Y                     120
3378          First Lien                                 Y                     60
3379          First Lien                                 Y                     120
3380          First Lien                                 Y                     120
3381          First Lien                                 Y                     120
3382          First Lien                                 N                     0
3383          First Lien                                 Y                     60
3384          First Lien                                 Y                     120
3385          First Lien                                 Y                     120
3386          First Lien                                 Y                     120
3387          First Lien                                 Y                     120
3388          First Lien                                 N                     0
3389          First Lien                                 N                     0
3390          First Lien                                 N                     0
3391          First Lien                                 Y                     120
3392          First Lien                                 Y                     120
3393          First Lien                                 Y                     120
3394          First Lien                                 Y                     120
3395          First Lien                                 Y                     120
3396          First Lien                                 Y                     120
3397          First Lien                                 Y                     120
3398          First Lien                                 Y                     120
3399          First Lien                                 Y                     60
3400          First Lien                                 Y                     60
3401          First Lien                                 Y                     60
3402          First Lien                                 N                     0
3403          First Lien                                 Y                     120
3404          First Lien                                 N                     0
3405          First Lien                                 Y                     120
3406          First Lien                                 Y                     120
3407          First Lien                                 Y                     120
3408          First Lien                                 Y                     120
3409          First Lien                                 Y                     120
3410          First Lien                                 Y                     120
3411          First Lien                                 Y                     120
3412          First Lien                                 Y                     120
3413          First Lien                                 N                     0
3414          First Lien                                 N                     0
3415          First Lien                                 N                     0
3416          First Lien                                 Y                     120
3417          First Lien                                 Y                     120
3418          First Lien                                 Y                     120
3419          First Lien                                 Y                     120
3420          First Lien                                 N                     0
3421          First Lien                                 Y                     120
3422          First Lien                                 Y                     120
3423          First Lien                                 Y                     120
3424          First Lien                                 N                     0
3425          First Lien                                 Y                     120
3426          First Lien                                 Y                     120
3427          First Lien                                 N                     0
3428          First Lien                                 Y                     120
3429          First Lien                                 Y                     60
3430          First Lien                                 N                     0
3431          First Lien                                 Y                     60
3432          First Lien                                 Y                     120
3433          First Lien                                 Y                     120
3434          First Lien                                 Y                     120
3435          First Lien                                 Y                     120
3436          First Lien                                 Y                     120
3437          First Lien                                 Y                     120
3438          First Lien                                 Y                     120
3439          First Lien                                 Y                     120
3440          First Lien                                 Y                     120
3441          First Lien                                 N                     0
3442          First Lien                                 N                     0
3443          First Lien                                 Y                     60
3444          First Lien                                 N                     0
3445          First Lien                                 Y                     120
3446          First Lien                                 Y                     120
3447          First Lien                                 Y                     120
3448          First Lien                                 Y                     120
3449          First Lien                                 Y                     120
3450          First Lien                                 Y                     120
3451          First Lien                                 Y                     120
3452          First Lien                                 Y                     120
3453          First Lien                                 Y                     120
3454          First Lien                                 Y                     120
3455          First Lien                                 Y                     120
3456          First Lien                                 Y                     120
3457          First Lien                                 Y                     120
3458          First Lien                                 N                     0
3459          First Lien                                 Y                     120
3460          First Lien                                 Y                     120
3461          First Lien                                 N                     0
3462          First Lien                                 Y                     120
3463          First Lien                                 Y                     60
3464          First Lien                                 N                     0
3465          First Lien                                 Y                     120
3466          First Lien                                 Y                     60
3467          First Lien                                 Y                     60
3468          First Lien                                 Y                     120
3469          First Lien                                 N                     0
3470          First Lien                                 N                     0
3471          First Lien                                 N                     0
3472          First Lien                                 Y                     120
3473          First Lien                                 N                     0
3474          First Lien                                 Y                     60
3475          First Lien                                 Y                     120
3476          First Lien                                 Y                     120
3477          First Lien                                 Y                     120
3478          First Lien                                 Y                     120
3479          First Lien                                 N                     0
3480          First Lien                                 Y                     120
3481          First Lien                                 Y                     120
3482          First Lien                                 Y                     60
3483          First Lien                                 Y                     60
3484          First Lien                                 N                     0
3485          First Lien                                 Y                     120
3486          First Lien                                 Y                     120
3487          First Lien                                 N                     0
3488          First Lien                                 Y                     60
3489          First Lien                                 N                     0
3490          First Lien                                 Y                     120
3491          First Lien                                 Y                     60
3492          First Lien                                 N                     0
3493          First Lien                                 Y                     120
3494          First Lien                                 Y                     120
3495          First Lien                                 N                     0
3496          First Lien                                 Y                     120
3497          First Lien                                 Y                     120
3498          First Lien                                 Y                     120
3499          First Lien                                 Y                     120
3500          First Lien                                 Y                     120
3501          First Lien                                 N                     0
3502          First Lien                                 N                     0
3503          First Lien                                 Y                     60
3504          First Lien                                 Y                     120
3505          First Lien                                 Y                     120
3506          First Lien                                 Y                     120
3507          First Lien                                 Y                     120
3508          First Lien                                 Y                     60
3509          First Lien                                 Y                     120
3510          First Lien                                 N                     0
3511          First Lien                                 Y                     120
3512          First Lien                                 N                     0
3513          First Lien                                 Y                     120
3514          First Lien                                 Y                     120
3515          First Lien                                 N                     0
3516          First Lien                                 Y                     60
3517          First Lien                                 Y                     120
3518          First Lien                                 Y                     120
3519          First Lien                                 N                     0
3520          First Lien                                 N                     0
3521          First Lien                                 Y                     120
3522          First Lien                                 N                     0
3523          First Lien                                 Y                     60
3524          First Lien                                 N                     0
3525          First Lien                                 Y                     120
3526          First Lien                                 Y                     120
3527          First Lien                                 N                     0
3528          First Lien                                 Y                     120
3529          First Lien                                 N                     0
3530          First Lien                                 Y                     120
3531          First Lien                                 Y                     120
3532          First Lien                                 Y                     120
3533          First Lien                                 Y                     120
3534          First Lien                                 Y                     120
3535          First Lien                                 Y                     120
3536          First Lien                                 Y                     120
3537          First Lien                                 Y                     120
3538          First Lien                                 Y                     120
3539          First Lien                                 N                     0
3540          First Lien                                 Y                     120
3541          First Lien                                 Y                     60
3542          First Lien                                 Y                     120
3543          First Lien                                 Y                     120
3544          First Lien                                 Y                     120
3545          First Lien                                 Y                     120
3546          First Lien                                 Y                     120
3547          First Lien                                 Y                     120
3548          First Lien                                 Y                     120
3549          First Lien                                 Y                     120
3550          First Lien                                 Y                     120
3551          First Lien                                 Y                     120
3552          First Lien                                 Y                     120
3553          First Lien                                 Y                     120
3554          First Lien                                 Y                     120
3555          First Lien                                 Y                     120
3556          First Lien                                 Y                     120
3557          First Lien                                 Y                     60
3558          First Lien                                 N                     0
3559          First Lien                                 N                     0
3560          First Lien                                 Y                     120
3561          First Lien                                 Y                     120
3562          First Lien                                 Y                     120
3563          First Lien                                 Y                     120
3564          First Lien                                 Y                     120
3565          First Lien                                 Y                     60
3566          First Lien                                 Y                     36
3567          First Lien                                 Y                     120
3568          First Lien                                 N                     0
3569          First Lien                                 Y                     120
3570          First Lien                                 Y                     60
3571          First Lien                                 Y                     60
3572          First Lien                                 Y                     120
3573          First Lien                                 Y                     120
3574          First Lien                                 N                     0
3575          First Lien                                 N                     0
3576          First Lien                                 Y                     120
3577          First Lien                                 Y                     120
3578          First Lien                                 Y                     60
3579          First Lien                                 Y                     60
3580          First Lien                                 Y                     120
3581          First Lien                                 Y                     120
3582          First Lien                                 Y                     120
3583          First Lien                                 N                     0
3584          First Lien                                 Y                     120
3585          First Lien                                 Y                     120
3586          First Lien                                 Y                     120
3587          First Lien                                 N                     0
3588          First Lien                                 Y                     120
3589          First Lien                                 Y                     120
3590          First Lien                                 Y                     60
3591          First Lien                                 N                     0
3592          First Lien                                 Y                     120
3593          First Lien                                 Y                     120
3594          First Lien                                 Y                     60
3595          First Lien                                 Y                     60
3596          First Lien                                 Y                     120
3597          First Lien                                 Y                     120
3598          First Lien                                 N                     0
3599          First Lien                                 Y                     120
3600          First Lien                                 Y                     120
3601          First Lien                                 Y                     120
3602          First Lien                                 Y                     60
3603          First Lien                                 Y                     120
3604          First Lien                                 Y                     120
3605          First Lien                                 Y                     120
3606          First Lien                                 N                     0
3607          First Lien                                 Y                     120
3608          First Lien                                 Y                     60
3609          First Lien                                 N                     0
3610          First Lien                                 Y                     120
3611          First Lien                                 Y                     120
3612          First Lien                                 Y                     120
3613          First Lien                                 Y                     120
3614          First Lien                                 N                     0
3615          First Lien                                 Y                     120
3616          First Lien                                 Y                     120
3617          First Lien                                 Y                     120
3618          First Lien                                 Y                     120
3619          First Lien                                 Y                     120
3620          First Lien                                 Y                     120
3621          First Lien                                 N                     0
3622          First Lien                                 Y                     120
3623          First Lien                                 Y                     60
3624          First Lien                                 Y                     120
3625          First Lien                                 N                     0
3626          First Lien                                 Y                     60
3627          First Lien                                 N                     0
3628          First Lien                                 Y                     120
3629          First Lien                                 Y                     120
3630          First Lien                                 Y                     120
3631          First Lien                                 Y                     120
3632          First Lien                                 Y                     120
3633          First Lien                                 Y                     60
3634          First Lien                                 Y                     120
3635          First Lien                                 N                     0
3636          First Lien                                 Y                     120
3637          First Lien                                 N                     0
3638          First Lien                                 Y                     120
3639          First Lien                                 Y                     120
3640          First Lien                                 Y                     120
3641          First Lien                                 Y                     120
3642          First Lien                                 N                     0
3643          First Lien                                 Y                     60
3644          First Lien                                 Y                     120
3645          First Lien                                 Y                     120
3646          First Lien                                 Y                     120
3647          First Lien                                 Y                     120
3648          First Lien                                 N                     0
3649          First Lien                                 Y                     120
3650          First Lien                                 Y                     120
3651          First Lien                                 Y                     120
3652          First Lien                                 Y                     120
3653          First Lien                                 Y                     120
3654          First Lien                                 N                     0
3655          First Lien                                 Y                     120
3656          First Lien                                 N                     0
3657          First Lien                                 Y                     120
3658          First Lien                                 Y                     60
3659          First Lien                                 N                     0
3660          First Lien                                 N                     0
3661          First Lien                                 N                     0
3662          First Lien                                 Y                     60
3663          First Lien                                 N                     0
3664          First Lien                                 Y                     120
3665          First Lien                                 N                     0
3666          First Lien                                 Y                     120
3667          First Lien                                 N                     0
3668          First Lien                                 Y                     120
3669          First Lien                                 Y                     120
3670          First Lien                                 Y                     120
3671          First Lien                                 Y                     120
3672          First Lien                                 Y                     120
3673          First Lien                                 Y                     120
3674          First Lien                                 Y                     120
3675          First Lien                                 Y                     120
3676          First Lien                                 Y                     120
3677          First Lien                                 Y                     60
3678          First Lien                                 Y                     120
3679          First Lien                                 N                     0
3680          First Lien                                 N                     0
3681          First Lien                                 N                     0
3682          First Lien                                 Y                     120
3683          First Lien                                 Y                     120
3684          First Lien                                 Y                     120
3685          First Lien                                 Y                     120
3686          First Lien                                 Y                     120
3687          First Lien                                 N                     0
3688          First Lien                                 Y                     60
3689          First Lien                                 Y                     60
3690          First Lien                                 N                     0
3691          First Lien                                 Y                     120
3692          First Lien                                 Y                     120
3693          First Lien                                 Y                     120
3694          First Lien                                 Y                     120
3695          First Lien                                 N                     0
3696          First Lien                                 N                     0
3697          First Lien                                 Y                     120
3698          First Lien                                 Y                     120
3699          First Lien                                 N                     0
3700          First Lien                                 Y                     60
3701          First Lien                                 Y                     60
3702          First Lien                                 Y                     120
3703          First Lien                                 N                     0
3704          First Lien                                 Y                     120
3705          First Lien                                 Y                     120
3706          First Lien                                 Y                     60
3707          First Lien                                 Y                     120
3708          First Lien                                 N                     0
3709          First Lien                                 Y                     60
3710          First Lien                                 Y                     120
3711          First Lien                                 Y                     120
3712          First Lien                                 Y                     120
3713          First Lien                                 Y                     120
3714          First Lien                                 Y                     120
3715          First Lien                                 N                     0
3716          First Lien                                 Y                     60
3717          First Lien                                 N                     0
3718          First Lien                                 Y                     120
3719          First Lien                                 Y                     60
3720          First Lien                                 N                     0
3721          First Lien                                 Y                     120
3722          First Lien                                 Y                     120
3723          First Lien                                 N                     0
3724          First Lien                                 Y                     120
3725          First Lien                                 N                     0
3726          First Lien                                 Y                     120
3727          First Lien                                 Y                     120
3728          First Lien                                 Y                     120
3729          First Lien                                 Y                     60
3730          First Lien                                 N                     0
3731          First Lien                                 Y                     120
3732          First Lien                                 Y                     120
3733          First Lien                                 Y                     120
3734          First Lien                                 Y                     120
3735          First Lien                                 Y                     60
3736          First Lien                                 Y                     120
3737          First Lien                                 N                     0
3738          First Lien                                 Y                     120
3739          First Lien                                 Y                     120
3740          First Lien                                 Y                     120
3741          First Lien                                 Y                     120
3742          First Lien                                 Y                     120
3743          First Lien                                 Y                     120
3744          First Lien                                 N                     0
3745          First Lien                                 N                     0
3746          First Lien                                 Y                     120
3747          First Lien                                 Y                     120
3748          First Lien                                 Y                     120
3749          First Lien                                 Y                     120
3750          First Lien                                 Y                     60
3751          First Lien                                 Y                     120
3752          First Lien                                 Y                     120
3753          First Lien                                 Y                     120
3754          First Lien                                 N                     0
3755          First Lien                                 N                     0
3756          First Lien                                 Y                     120
3757          First Lien                                 Y                     120
3758          First Lien                                 Y                     120
3759          First Lien                                 Y                     60
3760          First Lien                                 Y                     120
3761          First Lien                                 Y                     60
3762          First Lien                                 Y                     120
3763          First Lien                                 Y                     120
3764          First Lien                                 Y                     120
3765          First Lien                                 Y                     120
3766          First Lien                                 Y                     120
3767          First Lien                                 Y                     120
3768          First Lien                                 Y                     120
3769          First Lien                                 N                     0
3770          First Lien                                 Y                     120
3771          First Lien                                 Y                     120
3772          First Lien                                 Y                     120
3773          First Lien                                 Y                     120
3774          First Lien                                 Y                     120
3775          First Lien                                 N                     0
3776          First Lien                                 N                     0
3777          First Lien                                 Y                     120
3778          First Lien                                 Y                     60
3779          First Lien                                 N                     0
3780          First Lien                                 Y                     60
3781          First Lien                                 Y                     120
3782          First Lien                                 N                     0
3783          First Lien                                 N                     0
3784          First Lien                                 Y                     120
3785          First Lien                                 Y                     120
3786          First Lien                                 N                     0
3787          First Lien                                 Y                     120
3788          First Lien                                 Y                     120
3789          First Lien                                 N                     0
3790          First Lien                                 Y                     60
3791          First Lien                                 Y                     60
3792          First Lien                                 Y                     120
3793          First Lien                                 Y                     120
3794          First Lien                                 N                     0
3795          First Lien                                 Y                     120
3796          First Lien                                 Y                     120
3797          First Lien                                 Y                     120
3798          First Lien                                 Y                     120
3799          First Lien                                 Y                     120
3800          First Lien                                 Y                     120
3801          First Lien                                 Y                     120
3802          First Lien                                 N                     0
3803          First Lien                                 Y                     120
3804          First Lien                                 Y                     120
3805          First Lien                                 Y                     120
3806          First Lien                                 Y                     120
3807          First Lien                                 Y                     120
3808          First Lien                                 Y                     120
3809          First Lien                                 Y                     120
3810          First Lien                                 Y                     120
3811          First Lien                                 Y                     120
3812          First Lien                                 Y                     120
3813          First Lien                                 Y                     120
3814          First Lien                                 Y                     120
3815          First Lien                                 Y                     120
3816          First Lien                                 Y                     120
3817          First Lien                                 Y                     60
3818          First Lien                                 Y                     60
3819          First Lien                                 N                     0
3820          First Lien                                 N                     0
3821          First Lien                                 Y                     60
3822          First Lien                                 Y                     60
3823          First Lien                                 N                     0
3824          First Lien                                 Y                     60
3825          First Lien                                 N                     0
3826          First Lien                                 Y                     60
3827          First Lien                                 N                     0
3828          First Lien                                 Y                     120
3829          First Lien                                 Y                     60
3830          First Lien                                 Y                     120
3831          First Lien                                 Y                     120
3832          First Lien                                 Y                     60
3833          First Lien                                 Y                     60
3834          First Lien                                 Y                     120
3835          First Lien                                 Y                     120
3836          First Lien                                 Y                     120
3837          First Lien                                 Y                     120
3838          First Lien                                 Y                     120
3839          First Lien                                 Y                     60
3840          First Lien                                 Y                     120
3841          First Lien                                 Y                     120
3842          First Lien                                 N                     0
3843          First Lien                                 Y                     120
3844          First Lien                                 Y                     60
3845          First Lien                                 N                     0
3846          First Lien                                 Y                     120
3847          First Lien                                 Y                     120
3848          First Lien                                 N                     0
3849          First Lien                                 Y                     120
3850          First Lien                                 Y                     120
3851          First Lien                                 Y                     120
3852          First Lien                                 Y                     120
3853          First Lien                                 Y                     120
3854          First Lien                                 N                     0
3855          First Lien                                 Y                     120
3856          First Lien                                 Y                     120
3857          First Lien                                 Y                     60
3858          First Lien                                 Y                     120
3859          First Lien                                 Y                     120
3860          First Lien                                 Y                     120
3861          First Lien                                 N                     0
3862          First Lien                                 Y                     120
3863          First Lien                                 Y                     120
3864          First Lien                                 Y                     36
3865          First Lien                                 Y                     60
3866          First Lien                                 Y                     120
3867          First Lien                                 Y                     120
3868          First Lien                                 N                     0
3869          First Lien                                 Y                     120
3870          First Lien                                 Y                     120
3871          First Lien                                 Y                     120
3872          First Lien                                 Y                     60
3873          First Lien                                 Y                     60
3874          First Lien                                 Y                     120
3875          First Lien                                 Y                     120
3876          First Lien                                 Y                     120
3877          First Lien                                 Y                     120
3878          First Lien                                 Y                     120
3879          First Lien                                 Y                     120
3880          First Lien                                 Y                     120
3881          First Lien                                 Y                     120
3882          First Lien                                 Y                     60
3883          First Lien                                 Y                     60
3884          First Lien                                 Y                     120
3885          First Lien                                 Y                     120
3886          First Lien                                 Y                     120
3887          First Lien                                 Y                     120
3888          First Lien                                 Y                     120
3889          First Lien                                 Y                     120
3890          First Lien                                 N                     0
3891          First Lien                                 N                     0
3892          First Lien                                 N                     0
3893          First Lien                                 Y                     120
3894          First Lien                                 Y                     120
3895          First Lien                                 Y                     120
3896          First Lien                                 Y                     120
3897          First Lien                                 Y                     120
3898          First Lien                                 Y                     120
3899          First Lien                                 Y                     120
3900          First Lien                                 N                     0
3901          First Lien                                 Y                     120
3902          First Lien                                 Y                     120
3903          First Lien                                 Y                     120
3904          First Lien                                 Y                     120
3905          First Lien                                 Y                     120
3906          First Lien                                 Y                     120
3907          First Lien                                 Y                     120
3908          First Lien                                 Y                     60
3909          First Lien                                 Y                     120
3910          First Lien                                 Y                     120
3911          First Lien                                 Y                     120
3912          First Lien                                 Y                     120
3913          First Lien                                 Y                     120
3914          First Lien                                 N                     0
3915          First Lien                                 Y                     120
3916          First Lien                                 Y                     120
3917          First Lien                                 Y                     120
3918          First Lien                                 Y                     120
3919          First Lien                                 Y                     120
3920          First Lien                                 Y                     120
3921          First Lien                                 Y                     120
3922          First Lien                                 Y                     120
3923          First Lien                                 Y                     120
3924          First Lien                                 Y                     120
3925          First Lien                                 Y                     120
3926          First Lien                                 Y                     120
3927          First Lien                                 Y                     120
3928          First Lien                                 N                     0
3929          First Lien                                 Y                     120
3930          First Lien                                 Y                     60
3931          First Lien                                 Y                     120
3932          First Lien                                 Y                     120
3933          First Lien                                 Y                     120
3934          First Lien                                 Y                     60
3935          First Lien                                 Y                     120
3936          First Lien                                 Y                     120
3937          First Lien                                 Y                     120
3938          First Lien                                 N                     0
3939          First Lien                                 Y                     120
3940          First Lien                                 Y                     120
3941          First Lien                                 Y                     120
3942          First Lien                                 Y                     120
3943          First Lien                                 Y                     120
3944          First Lien                                 Y                     120
3945          First Lien                                 Y                     120
3946          First Lien                                 Y                     60
3947          First Lien                                 N                     0
3948          First Lien                                 Y                     60
3949          First Lien                                 Y                     60
3950          First Lien                                 Y                     60
3951          First Lien                                 N                     0
3952          First Lien                                 Y                     60
3953          First Lien                                 Y                     60
3954          First Lien                                 Y                     120
3955          First Lien                                 Y                     120
3956          First Lien                                 Y                     120
3957          First Lien                                 Y                     60
3958          First Lien                                 Y                     120
3959          First Lien                                 Y                     60
3960          First Lien                                 Y                     120
3961          First Lien                                 Y                     120
3962          First Lien                                 Y                     120
3963          First Lien                                 Y                     120
3964          First Lien                                 Y                     120
3965          First Lien                                 Y                     120
3966          First Lien                                 Y                     120
3967          First Lien                                 Y                     120
3968          First Lien                                 Y                     120
3969          First Lien                                 Y                     120
3970          First Lien                                 Y                     120
3971          First Lien                                 Y                     120
3972          First Lien                                 Y                     120
3973          First Lien                                 Y                     120
3974          First Lien                                 N                     0
3975          First Lien                                 Y                     120
3976          First Lien                                 Y                     120
3977          First Lien                                 Y                     120
3978          First Lien                                 Y                     120
3979          First Lien                                 Y                     120
3980          First Lien                                 Y                     120
3981          First Lien                                 Y                     120
3982          First Lien                                 N                     0
3983          First Lien                                 Y                     120
3984          First Lien                                 Y                     120
3985          First Lien                                 Y                     120
3986          First Lien                                 N                     0
3987          First Lien                                 Y                     120
3988          First Lien                                 Y                     120
3989          First Lien                                 Y                     120
3990          First Lien                                 Y                     120
3991          First Lien                                 N                     0
3992          First Lien                                 Y                     120
3993          First Lien                                 Y                     120
3994          First Lien                                 Y                     120
3995          First Lien                                 Y                     120
3996          First Lien                                 Y                     60
3997          First Lien                                 Y                     120
3998          First Lien                                 Y                     120
3999          First Lien                                 N                     0
4000          First Lien                                 Y                     120
4001          First Lien                                 Y                     120
4002          First Lien                                 N                     0
4003          First Lien                                 Y                     120
4004          First Lien                                 Y                     120
4005          First Lien                                 Y                     120
4006          First Lien                                 Y                     120
4007          First Lien                                 Y                     120
4008          First Lien                                 Y                     120
4009          First Lien                                 N                     0
4010          First Lien                                 Y                     120
4011          First Lien                                 Y                     120
4012          First Lien                                 Y                     120
4013          First Lien                                 Y                     120
4014          First Lien                                 Y                     120
4015          First Lien                                 Y                     120
4016          First Lien                                 N                     0
4017          First Lien                                 Y                     120
4018          First Lien                                 Y                     120
4019          First Lien                                 Y                     120
4020          First Lien                                 N                     0
4021          First Lien                                 Y                     120
4022          First Lien                                 Y                     84
4023          First Lien                                 Y                     120
4024          First Lien                                 Y                     120
4025          First Lien                                 Y                     84
4026          First Lien                                 Y                     84
4027          First Lien                                 Y                     84
4028          First Lien                                 Y                     120
4029          First Lien                                 Y                     84
4030          First Lien                                 Y                     84
4031          First Lien                                 Y                     84
4032          First Lien                                 Y                     120
4033          First Lien                                 Y                     120
4034          First Lien                                 N                     0
4035          First Lien                                 Y                     84
4036          First Lien                                 Y                     84
4037          First Lien                                 Y                     120
4038          First Lien                                 N                     0
4039          First Lien                                 Y                     120
4040          First Lien                                 Y                     120
4041          First Lien                                 Y                     84
4042          First Lien                                 Y                     84
4043          First Lien                                 Y                     84
4044          First Lien                                 N                     0
4045          First Lien                                 Y                     84
4046          First Lien                                 Y                     84
4047          First Lien                                 Y                     84
4048          First Lien                                 Y                     84
4049          First Lien                                 Y                     84
4050          First Lien                                 Y                     84
4051          First Lien                                 Y                     84
4052          First Lien                                 Y                     120
4053          First Lien                                 Y                     84
4054          First Lien                                 Y                     84
4055          First Lien                                 Y                     84
4056          First Lien                                 Y                     84
4057          First Lien                                 Y                     84
4058          First Lien                                 Y                     120
4059          First Lien                                 Y                     84
4060          First Lien                                 Y                     84
4061          First Lien                                 Y                     84
4062          First Lien                                 Y                     84
4063          First Lien                                 Y                     120
4064          First Lien                                 Y                     120
4065          First Lien                                 N                     0
4066          First Lien                                 Y                     84
4067          First Lien                                 Y                     84
4068          First Lien                                 Y                     84
4069          First Lien                                 Y                     84
4070          First Lien                                 Y                     120
4071          First Lien                                 Y                     84
4072          First Lien                                 Y                     120
4073          First Lien                                 Y                     84
4074          First Lien                                 Y                     120
4075          First Lien                                 N                     0
4076          First Lien                                 Y                     120
4077          First Lien                                 N                     0
4078          First Lien                                 Y                     84
4079          First Lien                                 Y                     84
4080          First Lien                                 Y                     84
4081          First Lien                                 Y                     84
4082          First Lien                                 Y                     84
4083          First Lien                                 Y                     84
4084          First Lien                                 Y                     120
4085          First Lien                                 Y                     120
4086          First Lien                                 N                     0
4087          First Lien                                 N                     0
4088          First Lien                                 Y                     24
4089          First Lien                                 Y                     120
4090          First Lien                                 Y                     120
4091          First Lien                                 Y                     120
4092          First Lien                                 N                     0
4093          First Lien                                 N                     0
4094          First Lien                                 Y                     60
4095          First Lien                                 N                     0
4096          First Lien                                 Y                     60
4097          First Lien                                 N                     0
4098          First Lien                                 Y                     60
4099          First Lien                                 N                     0
4100          First Lien                                 Y                     60
4101          First Lien                                 Y                     60
4102          First Lien                                 N                     0
4103          First Lien                                 Y                     60
4104          First Lien                                 Y                     60
4105          First Lien                                 Y                     60
4106          First Lien                                 N                     0
4107          First Lien                                 Y                     120
4108          First Lien                                 Y                     120
4109          First Lien                                 N                     0
4110          First Lien                                 Y                     120
4111          First Lien                                 Y                     120
4112          First Lien                                 Y                     120
4113          First Lien                                 Y                     120
4114          First Lien                                 Y                     120
4115          First Lien                                 Y                     120
4116          First Lien                                 N                     0
4117          First Lien                                 N                     0
4118          First Lien                                 N                     0
4119          First Lien                                 N                     0
4120          First Lien                                 Y                     120
4121          First Lien                                 Y                     120
4122          First Lien                                 Y                     120
4123          First Lien                                 Y                     120
4124          First Lien                                 Y                     120
4125          First Lien                                 Y                     120
4126          First Lien                                 N                     0
4127          First Lien                                 Y                     120
4128          First Lien                                 N                     0
4129          First Lien                                 Y                     120
4130          First Lien                                 Y                     120
4131          First Lien                                 Y                     120
4132          First Lien                                 Y                     120
4133          First Lien                                 Y                     120
4134          First Lien                                 Y                     120
4135          First Lien                                 Y                     120
4136          First Lien                                 Y                     120
4137          First Lien                                 Y                     120
4138          First Lien                                 Y                     120
4139          First Lien                                 Y                     120
4140          First Lien                                 Y                     120
4141          First Lien                                 Y                     120
4142          First Lien                                 N                     0
4143          First Lien                                 Y                     120
4144          First Lien                                 N                     0
4145          First Lien                                 Y                     120
4146          First Lien                                 Y                     120
4147          First Lien                                 Y                     120
4148          First Lien                                 Y                     120
4149          First Lien                                 N                     0
4150          First Lien                                 N                     0
4151          First Lien                                 Y                     120
4152          First Lien                                 Y                     120
4153          First Lien                                 Y                     120
4154          First Lien                                 N                     0
4155          First Lien                                 N                     0
4156          First Lien                                 Y                     120
4157          First Lien                                 Y                     120
4158          First Lien                                 Y                     120
4159          First Lien                                 N                     0
4160          First Lien                                 Y                     60
4161          First Lien                                 Y                     120
4162          First Lien                                 Y                     120
4163          First Lien                                 Y                     120
4164          First Lien                                 Y                     120
4165          First Lien                                 Y                     120
4166          First Lien                                 Y                     120
4167          First Lien                                 Y                     120
4168          First Lien                                 N                     0
4169          First Lien                                 Y                     120
4170          First Lien                                 Y                     120
4171          First Lien                                 Y                     120
4172          First Lien                                 Y                     120
4173          First Lien                                 Y                     120
4174          First Lien                                 Y                     120
4175          First Lien                                 Y                     120
4176          First Lien                                 N                     0
4177          First Lien                                 N                     0
4178          First Lien                                 Y                     120
4179          First Lien                                 Y                     60
4180          First Lien                                 Y                     60
4181          First Lien                                 Y                     120
4182          First Lien                                 Y                     120
4183          First Lien                                 N                     0
4184          First Lien                                 Y                     60
4185          First Lien                                 Y                     60
4186          First Lien                                 Y                     120
4187          First Lien                                 Y                     120
4188          First Lien                                 Y                     120
4189          First Lien                                 Y                     120
4190          First Lien                                 Y                     120
4191          First Lien                                 Y                     120
4192          First Lien                                 Y                     120
4193          First Lien                                 Y                     120
4194          First Lien                                 Y                     120
4195          First Lien                                 Y                     120
4196          First Lien                                 Y                     120
4197          First Lien                                 N                     0
4198          First Lien                                 Y                     120
4199          First Lien                                 Y                     120
4200          First Lien                                 Y                     120
4201          First Lien                                 Y                     120
4202          First Lien                                 Y                     60
4203          First Lien                                 Y                     60
4204          First Lien                                 Y                     60
4205          First Lien                                 Y                     120
4206          First Lien                                 N                     0
4207          First Lien                                 Y                     60
4208          First Lien                                 Y                     120
4209          First Lien                                 Y                     120
4210          First Lien                                 Y                     120
4211          First Lien                                 Y                     120
4212          First Lien                                 Y                     120
4213          First Lien                                 Y                     120
4214          First Lien                                 Y                     120
4215          First Lien                                 N                     0
4216          First Lien                                 Y                     60
4217          First Lien                                 Y                     120
4218          First Lien                                 N                     0
4219          First Lien                                 Y                     120
4220          First Lien                                 Y                     120
4221          First Lien                                 Y                     120
4222          First Lien                                 Y                     120
4223          First Lien                                 Y                     120
4224          First Lien                                 N                     0
4225          First Lien                                 Y                     60
4226          First Lien                                 Y                     120
4227          First Lien                                 Y                     120
4228          First Lien                                 Y                     120
4229          First Lien                                 N                     0
4230          First Lien                                 Y                     120
4231          First Lien                                 Y                     120
4232          First Lien                                 Y                     120
4233          First Lien                                 N                     0
4234          First Lien                                 Y                     120
4235          First Lien                                 Y                     60
4236          First Lien                                 Y                     120
4237          First Lien                                 Y                     60
4238          First Lien                                 Y                     120
4239          First Lien                                 N                     0
4240          First Lien                                 Y                     120
4241          First Lien                                 Y                     120
4242          First Lien                                 Y                     120
4243          First Lien                                 Y                     120
4244          First Lien                                 Y                     120
4245          First Lien                                 Y                     120
4246          First Lien                                 Y                     60
4247          First Lien                                 Y                     120
4248          First Lien                                 Y                     120
4249          First Lien                                 Y                     120
4250          First Lien                                 N                     0
4251          First Lien                                 N                     0
4252          First Lien                                 Y                     120
4253          First Lien                                 Y                     120
4254          First Lien                                 Y                     120
4255          First Lien                                 Y                     120
4256          First Lien                                 Y                     120
4257          First Lien                                 Y                     120
4258          First Lien                                 Y                     120
4259          First Lien                                 Y                     120
4260          First Lien                                 Y                     120
4261          First Lien                                 Y                     120
4262          First Lien                                 Y                     120
4263          First Lien                                 Y                     120
4264          First Lien                                 Y                     120
4265          First Lien                                 Y                     120
4266          First Lien                                 Y                     120
4267          First Lien                                 Y                     120
4268          First Lien                                 Y                     120
4269          First Lien                                 Y                     120
4270          First Lien                                 Y                     120
4271          First Lien                                 Y                     120
4272          First Lien                                 N                     0
4273          First Lien                                 N                     0
4274          First Lien                                 Y                     120
4275          First Lien                                 N                     0
4276          First Lien                                 Y                     120
4277          First Lien                                 N                     0
4278          First Lien                                 Y                     120
4279          First Lien                                 Y                     120
4280          First Lien                                 Y                     120
4281          First Lien                                 Y                     120
4282          First Lien                                 Y                     120
4283          First Lien                                 Y                     120
4284          First Lien                                 N                     0
4285          First Lien                                 Y                     120
4286          First Lien                                 Y                     120
4287          First Lien                                 Y                     120
4288          First Lien                                 N                     0
4289          First Lien                                 Y                     120
4290          First Lien                                 Y                     120
4291          First Lien                                 Y                     120
4292          First Lien                                 Y                     120
4293          First Lien                                 Y                     120
4294          First Lien                                 Y                     120
4295          First Lien                                 N                     0
4296          First Lien                                 Y                     120
4297          First Lien                                 Y                     120
4298          First Lien                                 Y                     120
4299          First Lien                                 Y                     120
4300          First Lien                                 Y                     120
4301          First Lien                                 N                     0
4302          First Lien                                 Y                     120
4303          First Lien                                 Y                     120
4304          First Lien                                 Y                     120
4305          First Lien                                 Y                     60
4306          First Lien                                 Y                     120
4307          First Lien                                 N                     0
4308          First Lien                                 Y                     120
4309          First Lien                                 Y                     120
4310          First Lien                                 Y                     120
4311          First Lien                                 N                     0
4312          First Lien                                 Y                     120
4313          First Lien                                 N                     0
4314          First Lien                                 Y                     120
4315          First Lien                                 Y                     120
4316          First Lien                                 N                     0
4317          First Lien                                 Y                     120
4318          First Lien                                 Y                     120
4319          First Lien                                 Y                     120
4320          First Lien                                 Y                     120
4321          First Lien                                 Y                     120
4322          First Lien                                 Y                     120
4323          First Lien                                 N                     0
4324          First Lien                                 N                     0
4325          First Lien                                 Y                     120
4326          First Lien                                 Y                     120
4327          First Lien                                 N                     0
4328          First Lien                                 Y                     120
4329          First Lien                                 Y                     120
4330          First Lien                                 Y                     120
4331          First Lien                                 N                     0
4332          First Lien                                 Y                     120
4333          First Lien                                 Y                     120
4334          First Lien                                 Y                     120
4335          First Lien                                 Y                     120
4336          First Lien                                 Y                     120
4337          First Lien                                 Y                     120
4338          First Lien                                 Y                     120
4339          First Lien                                 Y                     60
4340          First Lien                                 Y                     120
4341          First Lien                                 Y                     120
4342          First Lien                                 Y                     120
4343          First Lien                                 N                     0
4344          First Lien                                 Y                     120
4345          First Lien                                 Y                     120
4346          First Lien                                 Y                     120
4347          First Lien                                 Y                     120
4348          First Lien                                 Y                     120
4349          First Lien                                 N                     0
4350          First Lien                                 Y                     120
4351          First Lien                                 Y                     120
4352          First Lien                                 Y                     120
4353          First Lien                                 Y                     120
4354          First Lien                                 Y                     120
4355          First Lien                                 Y                     120
4356          First Lien                                 Y                     120
4357          First Lien                                 Y                     120
4358          First Lien                                 Y                     120
4359          First Lien                                 N                     0
4360          First Lien                                 N                     0
4361          First Lien                                 Y                     120
4362          First Lien                                 N                     0
4363          First Lien                                 Y                     120
4364          First Lien                                 Y                     120
4365          First Lien                                 Y                     120
4366          First Lien                                 Y                     120
4367          First Lien                                 Y                     120
4368          First Lien                                 Y                     120
4369          First Lien                                 Y                     120
4370          First Lien                                 N                     0
4371          First Lien                                 Y                     120
4372          First Lien                                 Y                     120
4373          First Lien                                 Y                     120
4374          First Lien                                 Y                     120
4375          First Lien                                 N                     0
4376          First Lien                                 Y                     120
4377          First Lien                                 Y                     120
4378          First Lien                                 N                     0
4379          First Lien                                 Y                     120
4380          First Lien                                 Y                     120
4381          First Lien                                 Y                     120
4382          First Lien                                 Y                     120
4383          First Lien                                 Y                     120
4384          First Lien                                 Y                     120
4385          First Lien                                 Y                     120
4386          First Lien                                 N                     0
4387          First Lien                                 N                     0
4388          First Lien                                 N                     0
4389          First Lien                                 Y                     120
4390          First Lien                                 Y                     120
4391          First Lien                                 Y                     120
4392          First Lien                                 N                     0
4393          First Lien                                 Y                     60
4394          First Lien                                 Y                     120
4395          First Lien                                 N                     0
4396          First Lien                                 Y                     120
4397          First Lien                                 Y                     120
4398          First Lien                                 N                     0
4399          First Lien                                 Y                     120
4400          First Lien                                 Y                     120
4401          First Lien                                 Y                     120
4402          First Lien                                 N                     0
4403          First Lien                                 Y                     120
4404          First Lien                                 Y                     120
4405          First Lien                                 Y                     120
4406          First Lien                                 Y                     120
4407          First Lien                                 Y                     120
4408          First Lien                                 Y                     120
4409          First Lien                                 Y                     120
4410          First Lien                                 Y                     120
4411          First Lien                                 Y                     120
4412          First Lien                                 Y                     120
4413          First Lien                                 Y                     120
4414          First Lien                                 Y                     120
4415          First Lien                                 N                     0
4416          First Lien                                 Y                     120
4417          First Lien                                 Y                     120
4418          First Lien                                 N                     0
4419          First Lien                                 Y                     120
4420          First Lien                                 Y                     120
4421          First Lien                                 Y                     120
4422          First Lien                                 Y                     120
4423          First Lien                                 Y                     120
4424          First Lien                                 Y                     120
4425          First Lien                                 Y                     120
4426          First Lien                                 Y                     60
4427          First Lien                                 Y                     120
4428          First Lien                                 Y                     120
4429          First Lien                                 Y                     120
4430          First Lien                                 Y                     120
4431          First Lien                                 Y                     120
4432          First Lien                                 Y                     120
4433          First Lien                                 Y                     120
4434          First Lien                                 Y                     84
4435          First Lien                                 Y                     84
4436          First Lien                                 N                     0
4437          First Lien                                 Y                     120
4438          First Lien                                 Y                     84
4439          First Lien                                 Y                     120


              PREPAY                         AMORT_TERM1               FIX_PER      NEG_AM
________________________________________________________________________________________________
1             Prepay                                 360                    60           N
2             No_PP                                  360                    60           N
3             No_PP                                  360                    60           N
4             No_PP                                  360                    60           N
5             No_PP                                  360                    60           N
6             No_PP                                  360                    60           N
7             No_PP                                  360                    60           N
8             No_PP                                  360                    60           N
9             No_PP                                  360                     6           N
10            No_PP                                  360                     6           N
11            No_PP                                  360                    36           N
12            Prepay                                 360                    84           N
13            No_PP                                  360                    60           N
14            No_PP                                  360                    60           N
15            No_PP                                  360                    60           N
16            No_PP                                  360                    36           N
17            No_PP                                  360                    36           N
18            Prepay                                 360                    36           N
19            No_PP                                  360                    36           N
20            No_PP                                  360                    36           N
21            No_PP                                  360                    60           N
22            Prepay                                 360                    84           N
23            No_PP                                  360                    36           N
24            No_PP                                  360                    60           N
25            No_PP                                  360                    60           N
26            No_PP                                  360                    60           N
27            No_PP                                  360                    60           N
28            Prepay                                 360                    60           N
29            No_PP                                  360                    60           N
30            No_PP                                  360                    60           N
31            Prepay                                 360                    60           N
32            No_PP                                  360                    60           N
33            No_PP                                  360                    36           N
34            No_PP                                  360                    60           N
35            Prepay                                 360                    36           N
36            No_PP                                  360                    24           N
37            Prepay                                 360                    84           N
38            No_PP                                  360                    60           N
39            Prepay                                 360                    60           N
40            Prepay                                 360                    60           N
41            No_PP                                  360                    60           N
42            No_PP                                  360                    36           N
43            No_PP                                  360                    60           N
44            No_PP                                  360                    60           N
45            No_PP                                  360                    12           N
46            No_PP                                  360                    11           N
47            No_PP                                  360                    18           N
48            No_PP                                  360                    13           N
49            No_PP                                  360                    12           N
50            Prepay                                 360                    60           N
51            No_PP                                  360                    60           N
52            Prepay                                 360                    60           N
53            No_PP                                  360                    60           N
54            Prepay                                 360                    60           N
55            No_PP                                  360                    60           N
56            Prepay                                 360                    60           N
57            No_PP                                  360                    60           N
58            No_PP                                  360                    60           N
59            No_PP                                  360                    60           N
60            Prepay                                 360                    24           N
61            No_PP                                  360                    60           N
62            No_PP                                  360                    60           N
63            No_PP                                  360                    60           N
64            No_PP                                  360                    60           N
65            No_PP                                  360                    60           N
66            No_PP                                  360                    60           N
67            No_PP                                  360                    60           N
68            Prepay                                 360                    60           N
69            No_PP                                  360                    60           N
70            No_PP                                  360                    60           N
71            No_PP                                  360                    60           N
72            No_PP                                  360                    60           N
73            No_PP                                  360                    60           N
74            No_PP                                  300                    12           N
75            No_PP                                  300                    12           N
76            No_PP                                  300                    12           N
77            No_PP                                  300                    12           N
78            No_PP                                  300                    12           N
79            No_PP                                  300                     6           N
80            No_PP                                  300                     6           N
81            No_PP                                  300                     6           N
82            No_PP                                  300                     6           N
83            No_PP                                  300                     6           N
84            No_PP                                  300                     6           N
85            No_PP                                  300                     6           N
86            Prepay                                 360                    84           N
87            Prepay                                 360                    84           N
88            Prepay                                 360                    84           N
89            Prepay                                 360                    84           N
90            No_PP                                  360                    84           N
91            No_PP                                  360                    24           N
92            No_PP                                  360                    60           N
93            No_PP                                  360                    60           N
94            Prepay                                 360                    60           N
95            Prepay                                 360                    60           N
96            No_PP                                  360                    60           N
97            No_PP                                  360                    60           N
98            No_PP                                  360                    60           N
99            No_PP                                  360                    84           N
100           Prepay                                 360                    60           N
101           Prepay                                 360                    60           N
102           No_PP                                  360                    60           N
103           No_PP                                  360                    60           N
104           No_PP                                  360                    60           N
105           No_PP                                  360                    84           N
106           No_PP                                  360                    36           N
107           No_PP                                  360                    36           N
108           No_PP                                  360                    36           N
109           No_PP                                  360                    11           N
110           No_PP                                  360                    84           N
111           Prepay                                 360                    84           N
112           Prepay                                 360                    84           N
113           Prepay                                 360                    84           N
114           Prepay                                 360                    84           N
115           No_PP                                  360                    84           N
116           No_PP                                  360                    84           N
117           No_PP                                  360                    84           N
118           No_PP                                  360                    84           N
119           No_PP                                  360                    84           N
120           No_PP                                  360                    84           N
121           Prepay                                 360                    84           N
122           No_PP                                  360                    84           N
123           No_PP                                  360                    84           N
124           No_PP                                  360                    84           N
125           Prepay                                 360                    84           N
126           Prepay                                 360                    84           N
127           No_PP                                  360                    84           N
128           No_PP                                  360                    84           N
129           No_PP                                  360                    84           N
130           Prepay                                 360                    84           N
131           Prepay                                 360                    84           N
132           No_PP                                  360                    84           N
133           No_PP                                  360                    84           N
134           Prepay                                 360                    84           N
135           No_PP                                  360                    84           N
136           Prepay                                 360                    84           N
137           Prepay                                 360                    84           N
138           No_PP                                  360                    84           N
139           No_PP                                  360                    84           N
140           Prepay                                 360                    84           N
141           No_PP                                  360                    84           N
142           Prepay                                 360                    84           N
143           No_PP                                  360                    60           N
144           Prepay                                 360                    36           N
145           Prepay                                 360                    60           N
146           No_PP                                  480                    60           N
147           Prepay                                 360                    60           N
148           Prepay                                 360                    60           N
149           No_PP                                  360                    60           N
150           No_PP                                  360                    60           N
151           Prepay                                 360                    60           N
152           Prepay                                 360                    60           N
153           Prepay                                 360                    36           N
154           No_PP                                  360                    60           N
155           Prepay                                 360                    60           N
156           Prepay                                 360                    60           N
157           No_PP                                  360                    60           N
158           No_PP                                  360                    84           N
159           Prepay                                 360                    60           N
160           No_PP                                  360                    60           N
161           Prepay                                 360                    60           N
162           Prepay                                 360                    60           N
163           No_PP                                  360                    60           N
164           Prepay                                 360                    60           N
165           No_PP                                  360                    60           N
166           Prepay                                 360                    60           N
167           No_PP                                  360                    60           N
168           Prepay                                 360                    60           N
169           Prepay                                 360                    60           N
170           Prepay                                 360                    60           N
171           No_PP                                  360                    60           N
172           Prepay                                 360                    60           N
173           No_PP                                  360                    84           N
174           No_PP                                  360                    84           N
175           No_PP                                  360                    36           N
176           No_PP                                  360                    60           N
177           Prepay                                 360                    36           N
178           Prepay                                 360                    60           N
179           Prepay                                 360                    60           N
180           Prepay                                 360                    60           N
181           Prepay                                 360                    60           N
182           Prepay                                 360                    60           N
183           No_PP                                  360                    60           N
184           No_PP                                  360                    60           N
185           No_PP                                  360                    60           N
186           No_PP                                  360                    60           N
187           No_PP                                  360                    60           N
188           No_PP                                  360                    60           N
189           Prepay                                 360                    60           N
190           No_PP                                  360                    60           N
191           No_PP                                  360                    36           N
192           No_PP                                  360                    60           N
193           No_PP                                  360                    60           N
194           Prepay                                 360                    60           N
195           Prepay                                 360                    60           N
196           No_PP                                  360                    60           N
197           No_PP                                  360                    60           N
198           Prepay                                 360                    36           N
199           No_PP                                  360                    36           N
200           No_PP                                  360                    60           N
201           No_PP                                  360                    60           N
202           Prepay                                 360                    60           N
203           No_PP                                  360                    60           N
204           No_PP                                  360                    60           N
205           No_PP                                  360                    36           N
206           No_PP                                  360                    84           N
207           No_PP                                  360                    60           N
208           No_PP                                  360                    84           N
209           No_PP                                  360                    36           N
210           No_PP                                  360                    60           N
211           Prepay                                 360                    60           N
212           No_PP                                  360                    36           N
213           No_PP                                  360                    36           N
214           No_PP                                  360                    36           N
215           No_PP                                  360                    60           N
216           No_PP                                  360                    60           N
217           No_PP                                  360                    36           N
218           No_PP                                  360                    24           N
219           No_PP                                  360                    24           N
220           No_PP                                  360                    36           N
221           No_PP                                  360                    36           N
222           No_PP                                  360                    84           N
223           Prepay                                 360                    84           N
224           Prepay                                 360                    84           N
225           Prepay                                 360                    84           N
226           Prepay                                 360                    84           N
227           No_PP                                  360                    84           N
228           Prepay                                 360                    84           N
229           No_PP                                  360                    84           N
230           Prepay                                 360                    84           N
231           No_PP                                  360                    84           N
232           No_PP                                  360                    84           N
233           Prepay                                 360                    84           N
234           Prepay                                 360                    84           N
235           Prepay                                 360                    84           N
236           No_PP                                  360                    60           N
237           No_PP                                  360                    60           N
238           No_PP                                  360                    84           N
239           No_PP                                  360                    60           N
240           Prepay                                 360                    60           N
241           Prepay                                 360                    60           N
242           No_PP                                  360                    60           N
243           Prepay                                 360                    60           N
244           No_PP                                  360                    60           N
245           Prepay                                 360                    60           N
246           Prepay                                 360                    60           N
247           No_PP                                  360                    60           N
248           No_PP                                  360                    60           N
249           Prepay                                 360                    60           N
250           No_PP                                  360                    60           N
251           No_PP                                  360                    60           N
252           No_PP                                  360                    60           N
253           No_PP                                  360                    60           N
254           Prepay                                 360                    60           N
255           Prepay                                 360                    60           N
256           No_PP                                  360                    60           N
257           No_PP                                  360                    60           N
258           No_PP                                  360                    24           N
259           No_PP                                  360                    60           N
260           No_PP                                  360                    60           N
261           Prepay                                 360                    60           N
262           Prepay                                 360                    60           N
263           No_PP                                  360                    60           N
264           Prepay                                 360                    60           N
265           Prepay                                 360                    60           N
266           Prepay                                 360                    60           N
267           No_PP                                  360                    60           N
268           Prepay                                 360                    60           N
269           No_PP                                  360                    60           N
270           No_PP                                  360                    60           N
271           No_PP                                  360                    60           N
272           No_PP                                  360                    60           N
273           No_PP                                  360                    60           N
274           No_PP                                  360                    60           N
275           Prepay                                 480                    36           N
276           Prepay                                 360                    60           N
277           No_PP                                  360                    60           N
278           No_PP                                  360                    60           N
279           Prepay                                 360                    60           N
280           No_PP                                  360                    60           N
281           No_PP                                  360                    60           N
282           Prepay                                 360                    84           N
283           No_PP                                  360                    60           N
284           Prepay                                 360                    60           N
285           Prepay                                 360                    84           N
286           Prepay                                 360                    60           N
287           No_PP                                  360                    60           N
288           Prepay                                 360                    60           N
289           Prepay                                 360                    60           N
290           Prepay                                 360                    60           N
291           Prepay                                 360                    60           N
292           No_PP                                  360                    60           N
293           No_PP                                  360                    60           N
294           Prepay                                 360                    60           N
295           No_PP                                  360                    60           N
296           Prepay                                 360                    60           N
297           Prepay                                 360                    60           N
298           No_PP                                  360                    60           N
299           No_PP                                  360                    60           N
300           Prepay                                 360                    60           N
301           No_PP                                  360                    60           N
302           Prepay                                 360                    60           N
303           Prepay                                 360                    60           N
304           No_PP                                  360                    60           N
305           Prepay                                 360                    60           N
306           No_PP                                  360                    60           N
307           Prepay                                 360                    60           N
308           Prepay                                 360                    60           N
309           No_PP                                  360                    60           N
310           Prepay                                 360                    60           N
311           No_PP                                  360                    60           N
312           Prepay                                 360                    60           N
313           Prepay                                 360                    60           N
314           No_PP                                  360                    60           N
315           Prepay                                 360                    60           N
316           No_PP                                  360                    60           N
317           No_PP                                  360                    84           N
318           Prepay                                 360                    60           N
319           No_PP                                  360                    60           N
320           Prepay                                 360                    60           N
321           No_PP                                  360                    60           N
322           Prepay                                 360                    60           N
323           No_PP                                  360                    60           N
324           Prepay                                 360                    60           N
325           Prepay                                 360                    60           N
326           Prepay                                 360                    60           N
327           Prepay                                 360                    60           N
328           No_PP                                  360                    60           N
329           No_PP                                  360                    60           N
330           No_PP                                  360                    60           N
331           Prepay                                 360                    36           N
332           Prepay                                 360                    60           N
333           No_PP                                  360                    60           N
334           Prepay                                 360                    60           N
335           Prepay                                 360                    60           N
336           Prepay                                 360                    60           N
337           No_PP                                  360                    60           N
338           Prepay                                 360                    60           N
339           No_PP                                  360                    60           N
340           Prepay                                 360                    60           N
341           Prepay                                 360                    60           N
342           No_PP                                  360                    60           N
343           Prepay                                 360                    60           N
344           Prepay                                 360                    60           N
345           Prepay                                 360                    60           N
346           Prepay                                 360                    60           N
347           No_PP                                  360                    60           N
348           Prepay                                 360                    60           N
349           No_PP                                  360                    60           N
350           No_PP                                  360                    60           N
351           Prepay                                 360                    60           N
352           Prepay                                 360                    60           N
353           Prepay                                 360                    60           N
354           Prepay                                 360                    60           N
355           Prepay                                 360                    60           N
356           No_PP                                  360                    60           N
357           Prepay                                 360                    60           N
358           Prepay                                 360                    60           N
359           Prepay                                 360                    60           N
360           No_PP                                  360                    60           N
361           Prepay                                 360                    60           N
362           No_PP                                  360                    60           N
363           Prepay                                 360                    60           N
364           Prepay                                 360                    60           N
365           Prepay                                 360                    60           N
366           Prepay                                 360                    60           N
367           No_PP                                  360                    60           N
368           No_PP                                  360                    60           N
369           No_PP                                  360                    60           N
370           Prepay                                 360                    60           N
371           Prepay                                 360                    60           N
372           Prepay                                 360                    60           N
373           No_PP                                  360                    60           N
374           Prepay                                 360                    60           N
375           No_PP                                  360                    60           N
376           No_PP                                  360                    60           N
377           No_PP                                  360                    60           N
378           No_PP                                  360                    60           N
379           No_PP                                  360                    60           N
380           Prepay                                 360                    60           N
381           Prepay                                 360                    60           N
382           Prepay                                 360                    60           N
383           Prepay                                 360                    60           N
384           Prepay                                 360                    60           N
385           No_PP                                  360                    60           N
386           Prepay                                 360                    60           N
387           No_PP                                  360                    60           N
388           No_PP                                  360                    60           N
389           No_PP                                  360                    60           N
390           Prepay                                 360                    60           N
391           Prepay                                 360                    60           N
392           Prepay                                 360                    60           N
393           Prepay                                 360                    60           N
394           Prepay                                 360                    60           N
395           Prepay                                 360                    60           N
396           No_PP                                  360                    60           N
397           No_PP                                  360                    60           N
398           Prepay                                 360                    60           N
399           Prepay                                 360                    60           N
400           No_PP                                  360                    60           N
401           Prepay                                 360                    60           N
402           Prepay                                 360                    60           N
403           Prepay                                 360                    36           N
404           Prepay                                 360                    60           N
405           Prepay                                 360                    60           N
406           Prepay                                 360                    60           N
407           No_PP                                  360                    60           N
408           Prepay                                 360                    60           N
409           No_PP                                  360                    60           N
410           Prepay                                 360                    60           N
411           No_PP                                  360                    60           N
412           Prepay                                 360                    60           N
413           No_PP                                  360                    60           N
414           Prepay                                 360                    60           N
415           Prepay                                 360                    60           N
416           Prepay                                 360                    60           N
417           No_PP                                  360                    36           N
418           No_PP                                  360                    36           N
419           No_PP                                  360                    60           N
420           Prepay                                 360                    60           N
421           Prepay                                 360                    60           N
422           Prepay                                 360                    60           N
423           Prepay                                 360                    60           N
424           Prepay                                 360                    60           N
425           Prepay                                 360                    60           N
426           Prepay                                 360                    60           N
427           Prepay                                 360                    60           N
428           No_PP                                  360                    60           N
429           Prepay                                 360                    60           N
430           Prepay                                 360                    60           N
431           No_PP                                  360                    60           N
432           Prepay                                 360                    60           N
433           No_PP                                  360                    60           N
434           No_PP                                  360                    60           N
435           No_PP                                  360                    60           N
436           Prepay                                 360                    60           N
437           Prepay                                 360                    60           N
438           Prepay                                 360                    60           N
439           No_PP                                  360                    60           N
440           Prepay                                 360                    60           N
441           No_PP                                  360                    60           N
442           Prepay                                 360                    60           N
443           No_PP                                  360                    60           N
444           No_PP                                  360                    36           N
445           No_PP                                  360                    60           N
446           Prepay                                 360                    60           N
447           Prepay                                 480                    60           N
448           Prepay                                 360                    60           N
449           Prepay                                 360                    60           N
450           Prepay                                 360                    60           N
451           Prepay                                 360                    60           N
452           No_PP                                  360                    60           N
453           No_PP                                  360                    60           N
454           No_PP                                  360                    60           N
455           Prepay                                 360                    60           N
456           Prepay                                 360                    60           N
457           No_PP                                  360                    60           N
458           Prepay                                 360                    60           N
459           No_PP                                  360                    60           N
460           No_PP                                  360                    60           N
461           No_PP                                  360                    60           N
462           Prepay                                 360                    36           N
463           No_PP                                  360                    60           N
464           No_PP                                  360                    60           N
465           No_PP                                  360                    60           N
466           No_PP                                  360                    60           N
467           No_PP                                  360                    60           N
468           No_PP                                  360                    60           N
469           Prepay                                 360                    60           N
470           Prepay                                 360                    36           N
471           Prepay                                 360                    60           N
472           No_PP                                  360                    60           N
473           Prepay                                 360                    60           N
474           Prepay                                 360                    60           N
475           Prepay                                 360                    60           N
476           No_PP                                  360                    36           N
477           Prepay                                 360                    60           N
478           No_PP                                  360                    24           N
479           No_PP                                  360                    60           N
480           No_PP                                  360                    60           N
481           No_PP                                  360                    60           N
482           No_PP                                  360                    60           N
483           No_PP                                  360                    60           N
484           No_PP                                  360                    60           N
485           No_PP                                  360                    60           N
486           No_PP                                  360                    60           N
487           No_PP                                  360                    60           N
488           No_PP                                  360                    60           N
489           Prepay                                 360                    60           N
490           Prepay                                 360                    60           N
491           Prepay                                 360                    60           N
492           Prepay                                 360                    60           N
493           No_PP                                  360                    60           N
494           Prepay                                 360                    60           N
495           No_PP                                  360                    36           N
496           Prepay                                 360                    60           N
497           Prepay                                 360                    60           N
498           No_PP                                  480                    36           N
499           Prepay                                 360                    60           N
500           Prepay                                 360                    60           N
501           No_PP                                  360                    60           N
502           No_PP                                  360                    60           N
503           Prepay                                 360                    60           N
504           Prepay                                 360                    60           N
505           No_PP                                  360                    60           N
506           Prepay                                 360                    60           N
507           Prepay                                 360                    60           N
508           Prepay                                 360                    60           N
509           Prepay                                 360                    60           N
510           Prepay                                 360                    84           N
511           No_PP                                  360                    84           N
512           No_PP                                  360                    84           N
513           Prepay                                 360                    84           N
514           Prepay                                 360                    84           N
515           Prepay                                 360                    84           N
516           Prepay                                 360                    18           N
517           No_PP                                  360                    84           N
518           No_PP                                  360                    84           N
519           Prepay                                 360                    84           N
520           Prepay                                 360                    18           N
521           No_PP                                  360                    84           N
522           Prepay                                 360                    18           N
523           Prepay                                 360                    18           N
524           No_PP                                  360                    18           N
525           Prepay                                 360                    84           N
526           No_PP                                  360                    84           N
527           Prepay                                 360                    84           N
528           No_PP                                  360                    84           N
529           Prepay                                 360                    84           N
530           No_PP                                  360                    60           N
531           Prepay                                 360                    60           N
532           Prepay                                 360                    60           N
533           Prepay                                 360                    60           N
534           No_PP                                  360                    60           N
535           No_PP                                  360                    60           N
536           Prepay                                 360                    60           N
537           No_PP                                  360                    60           N
538           Prepay                                 360                    60           N
539           No_PP                                  360                    60           N
540           No_PP                                  360                    60           N
541           No_PP                                  360                    60           N
542           Prepay                                 360                    60           N
543           No_PP                                  360                    60           N
544           No_PP                                  360                    60           N
545           Prepay                                 360                    60           N
546           No_PP                                  360                    60           N
547           No_PP                                  360                    60           N
548           No_PP                                  360                    60           N
549           No_PP                                  360                    60           N
550           No_PP                                  360                    60           N
551           Prepay                                 360                    60           N
552           Prepay                                 360                    60           N
553           Prepay                                 360                    60           N
554           No_PP                                  360                    84           N
555           Prepay                                 360                    18           N
556           Prepay                                 360                    84           N
557           No_PP                                  360                    84           N
558           No_PP                                  360                    60           N
559           Prepay                                 360                    60           N
560           Prepay                                 360                    60           N
561           No_PP                                  360                    60           N
562           Prepay                                 360                    60           N
563           Prepay                                 360                    60           N
564           No_PP                                  360                    60           N
565           No_PP                                  360                    60           N
566           No_PP                                  360                    60           N
567           Prepay                                 360                    60           N
568           Prepay                                 360                    60           N
569           Prepay                                 360                    60           N
570           No_PP                                  360                    60           N
571           No_PP                                  360                    60           N
572           Prepay                                 360                    60           N
573           Prepay                                 360                    60           N
574           Prepay                                 360                    60           N
575           No_PP                                  360                    60           N
576           Prepay                                 360                    60           N
577           No_PP                                  360                    60           N
578           Prepay                                 360                    60           N
579           No_PP                                  360                    60           N
580           Prepay                                 360                    60           N
581           No_PP                                  360                    60           N
582           Prepay                                 360                    36           N
583           Prepay                                 360                    60           N
584           No_PP                                  360                    60           N
585           Prepay                                 360                    84           N
586           Prepay                                 360                    60           N
587           No_PP                                  360                    60           N
588           Prepay                                 360                    60           N
589           Prepay                                 360                    60           N
590           Prepay                                 360                    84           N
591           No_PP                                  360                    84           N
592           Prepay                                 360                    84           N
593           Prepay                                 360                    18           N
594           Prepay                                 360                    18           N
595           No_PP                                  360                    84           N
596           No_PP                                  360                    84           N
597           Prepay                                 360                    84           N
598           Prepay                                 360                    84           N
599           Prepay                                 360                    84           N
600           Prepay                                 360                    18           N
601           Prepay                                 360                    18           N
602           No_PP                                  360                    84           N
603           Prepay                                 360                    18           N
604           No_PP                                  360                    24           N
605           No_PP                                  360                    60           N
606           No_PP                                  360                    60           N
607           No_PP                                  360                    60           N
608           Prepay                                 360                    60           N
609           Prepay                                 360                    60           N
610           Prepay                                 360                    60           N
611           No_PP                                  360                    60           N
612           No_PP                                  360                    60           N
613           Prepay                                 360                    60           N
614           No_PP                                  360                    36           N
615           No_PP                                  360                    60           N
616           No_PP                                  360                    36           N
617           No_PP                                  360                    84           N
618           Prepay                                 360                    60           N
619           No_PP                                  360                    60           N
620           Prepay                                 360                    60           N
621           No_PP                                  360                     6           N
622           No_PP                                  360                    60           N
623           No_PP                                  360                    36           N
624           No_PP                                  360                    60           N
625           No_PP                                  360                    36           N
626           No_PP                                  360                    60           N
627           Prepay                                 360                    60           N
628           Prepay                                 360                    60           N
629           No_PP                                  360                    60           N
630           No_PP                                  360                    60           N
631           Prepay                                 360                    12           N
632           Prepay                                 360                    12           N
633           Prepay                                 360                    12           N
634           No_PP                                  360                    12           N
635           No_PP                                  360                    12           N
636           No_PP                                  360                    36           N
637           Prepay                                 360                    60           N
638           No_PP                                  360                    60           N
639           No_PP                                  360                    84           N
640           No_PP                                  360                    84           N
641           No_PP                                  360                    36           N
642           No_PP                                  360                    60           N
643           No_PP                                  360                    60           N
644           No_PP                                  360                    84           N
645           No_PP                                  360                    60           N
646           No_PP                                  360                    60           N
647           Prepay                                 360                    60           N
648           No_PP                                  360                    60           N
649           Prepay                                 480                    60           N
650           No_PP                                  360                    60           N
651           Prepay                                 360                    60           N
652           Prepay                                 360                    60           N
653           No_PP                                  360                    60           N
654           No_PP                                  360                    60           N
655           Prepay                                 360                    60           N
656           Prepay                                 360                    60           N
657           No_PP                                  360                    60           N
658           No_PP                                  360                    60           N
659           Prepay                                 360                    60           N
660           Prepay                                 360                    60           N
661           No_PP                                  360                    60           N
662           No_PP                                  360                    60           N
663           Prepay                                 360                    24           N
664           No_PP                                  360                    36           N
665           Prepay                                 360                    60           N
666           Prepay                                 360                    60           N
667           No_PP                                  360                    60           N
668           No_PP                                  360                    60           N
669           Prepay                                 360                    60           N
670           No_PP                                  360                    36           N
671           No_PP                                  360                    60           N
672           Prepay                                 360                    60           N
673           Prepay                                 360                    60           N
674           Prepay                                 360                    60           N
675           Prepay                                 360                    60           N
676           Prepay                                 360                    60           N
677           No_PP                                  360                    60           N
678           No_PP                                  360                    60           N
679           Prepay                                 360                    60           N
680           Prepay                                 360                    60           N
681           Prepay                                 360                    60           N
682           Prepay                                 360                    60           N
683           No_PP                                  360                    60           N
684           No_PP                                  360                    60           N
685           Prepay                                 360                    60           N
686           Prepay                                 360                    60           N
687           Prepay                                 360                    60           N
688           No_PP                                  360                    60           N
689           No_PP                                  360                    60           N
690           No_PP                                  360                    84           N
691           No_PP                                  360                    60           N
692           No_PP                                  360                    60           N
693           Prepay                                 360                    84           N
694           No_PP                                  360                    60           N
695           No_PP                                  360                    60           N
696           No_PP                                  360                    60           N
697           Prepay                                 360                    60           N
698           Prepay                                 360                    60           N
699           No_PP                                  360                    24           N
700           Prepay                                 360                    60           N
701           Prepay                                 360                    60           N
702           No_PP                                  360                    60           N
703           Prepay                                 360                    60           N
704           No_PP                                  360                    60           N
705           No_PP                                  360                    60           N
706           No_PP                                  360                    36           N
707           Prepay                                 360                    36           N
708           Prepay                                 360                    60           N
709           No_PP                                  360                    60           N
710           Prepay                                 360                    60           N
711           No_PP                                  360                    84           N
712           No_PP                                  360                    60           N
713           No_PP                                  360                    60           N
714           No_PP                                  360                    84           N
715           No_PP                                  360                    60           N
716           No_PP                                  360                    60           N
717           No_PP                                  360                    84           N
718           No_PP                                  360                    60           N
719           No_PP                                  360                    60           N
720           No_PP                                  360                    60           N
721           No_PP                                  360                    60           N
722           Prepay                                 360                    36           N
723           No_PP                                  360                    60           N
724           No_PP                                  360                    60           N
725           No_PP                                  360                    60           N
726           Prepay                                 360                    36           N
727           No_PP                                  360                    36           N
728           No_PP                                  360                    60           N
729           No_PP                                  360                    60           N
730           No_PP                                  360                    60           N
731           No_PP                                  360                    36           N
732           Prepay                                 360                    60           N
733           Prepay                                 360                    60           N
734           No_PP                                  360                    60           N
735           No_PP                                  360                    60           N
736           No_PP                                  360                    60           N
737           No_PP                                  360                    36           N
738           No_PP                                  360                    60           N
739           No_PP                                  360                    60           N
740           No_PP                                  360                    60           N
741           No_PP                                  360                    60           N
742           No_PP                                  360                    60           N
743           No_PP                                  360                    60           N
744           No_PP                                  360                    60           N
745           No_PP                                  360                    60           N
746           No_PP                                  360                    60           N
747           No_PP                                  360                    60           N
748           No_PP                                  360                    60           N
749           No_PP                                  360                    60           N
750           No_PP                                  360                    60           N
751           No_PP                                  360                    60           N
752           No_PP                                  360                    60           N
753           No_PP                                  360                    60           N
754           No_PP                                  360                    60           N
755           No_PP                                  360                    60           N
756           No_PP                                  360                    60           N
757           No_PP                                  360                    60           N
758           No_PP                                  360                    60           N
759           No_PP                                  360                    60           N
760           No_PP                                  360                    60           N
761           No_PP                                  360                    60           N
762           No_PP                                  360                    60           N
763           No_PP                                  360                    60           N
764           No_PP                                  360                    36           N
765           No_PP                                  360                    12           N
766           No_PP                                  360                    36           N
767           No_PP                                  360                    12           N
768           No_PP                                  360                    36           N
769           No_PP                                  360                    12           N
770           No_PP                                  360                    12           N
771           No_PP                                  360                    36           N
772           Prepay                                 360                    12           N
773           No_PP                                  360                    12           N
774           No_PP                                  360                    36           N
775           No_PP                                  360                    12           N
776           No_PP                                  360                    36           N
777           No_PP                                  360                    12           N
778           No_PP                                  360                    36           N
779           No_PP                                  360                    36           N
780           No_PP                                  360                    24           N
781           No_PP                                  360                    36           N
782           No_PP                                  360                    12           N
783           No_PP                                  360                    12           N
784           No_PP                                  360                    24           N
785           No_PP                                  360                    12           N
786           No_PP                                  360                    12           N
787           No_PP                                  360                    24           N
788           No_PP                                  360                    12           N
789           No_PP                                  360                    12           N
790           No_PP                                  360                    12           N
791           No_PP                                  360                    24           N
792           No_PP                                  360                    12           N
793           No_PP                                  360                    36           N
794           No_PP                                  360                    12           N
795           No_PP                                  360                    12           N
796           No_PP                                  360                    12           N
797           No_PP                                  360                    12           N
798           No_PP                                  360                    12           N
799           No_PP                                  360                    24           N
800           No_PP                                  360                    12           N
801           No_PP                                  360                    12           N
802           No_PP                                  360                    12           N
803           No_PP                                  360                    24           N
804           No_PP                                  360                    12           N
805           No_PP                                  360                    24           N
806           No_PP                                  360                    12           N
807           No_PP                                  360                    12           N
808           No_PP                                  360                    12           N
809           No_PP                                  360                    12           N
810           No_PP                                  360                    12           N
811           No_PP                                  360                    24           N
812           No_PP                                  360                    36           N
813           No_PP                                  360                    36           N
814           No_PP                                  360                    24           N
815           No_PP                                  360                    12           N
816           No_PP                                  360                    12           N
817           No_PP                                  360                    12           N
818           No_PP                                  360                    12           N
819           No_PP                                  360                    12           N
820           No_PP                                  360                    24           N
821           No_PP                                  360                    24           N
822           No_PP                                  360                    12           N
823           No_PP                                  360                    12           N
824           No_PP                                  360                    12           N
825           No_PP                                  360                    12           N
826           No_PP                                  360                    12           N
827           No_PP                                  360                    24           N
828           No_PP                                  360                    12           N
829           No_PP                                  360                     3           N
830           No_PP                                  360                    12           N
831           No_PP                                  360                    12           N
832           No_PP                                  360                    12           N
833           No_PP                                  360                    24           N
834           No_PP                                  360                    12           N
835           Prepay                                 360                     6           N
836           Prepay                                 360                     6           N
837           Prepay                                 360                     6           N
838           No_PP                                  360                     6           N
839           No_PP                                  360                     6           N
840           No_PP                                  360                     6           N
841           Prepay                                 360                     6           N
842           Prepay                                 360                    12           N
843           No_PP                                  360                    12           N
844           Prepay                                 360                    12           N
845           Prepay                                 360                    12           N
846           Prepay                                 360                    12           N
847           No_PP                                  360                    12           N
848           No_PP                                  360                    12           N
849           No_PP                                  360                    12           N
850           No_PP                                  360                    12           N
851           No_PP                                  360                    12           N
852           No_PP                                  360                    12           N
853           No_PP                                  360                    12           N
854           No_PP                                  360                    36           N
855           No_PP                                  360                    36           N
856           No_PP                                  360                    60           N
857           No_PP                                  360                    60           N
858           No_PP                                  360                    60           N
859           Prepay                                 360                    60           N
860           No_PP                                  360                    60           N
861           Prepay                                 360                    60           N
862           No_PP                                  360                    36           N
863           Prepay                                 360                    24           N
864           No_PP                                  360                    60           N
865           No_PP                                  360                    60           N
866           No_PP                                  360                    60           N
867           No_PP                                  360                    36           N
868           No_PP                                  360                    60           N
869           No_PP                                  360                    60           N
870           Prepay                                 360                    60           N
871           Prepay                                 360                    60           N
872           No_PP                                  360                    60           N
873           Prepay                                 360                    60           N
874           No_PP                                  360                    60           N
875           No_PP                                  360                    36           N
876           Prepay                                 360                    36           N
877           No_PP                                  360                    60           N
878           Prepay                                 360                    36           N
879           No_PP                                  360                    36           N
880           Prepay                                 360                    60           N
881           Prepay                                 360                    60           N
882           Prepay                                 360                    60           N
883           No_PP                                  360                     6           N
884           No_PP                                  360                    36           N
885           Prepay                                 360                    60           N
886           Prepay                                 360                    60           N
887           Prepay                                 360                    60           N
888           No_PP                                  360                    60           N
889           No_PP                                  360                    60           N
890           No_PP                                  360                    36           N
891           No_PP                                  360                    60           N
892           Prepay                                 360                    60           N
893           No_PP                                  360                    60           N
894           No_PP                                  360                    60           N
895           No_PP                                  360                    60           N
896           No_PP                                  360                    60           N
897           Prepay                                 360                    60           N
898           Prepay                                 360                    60           N
899           No_PP                                  360                    60           N
900           No_PP                                  360                    60           N
901           No_PP                                  360                    36           N
902           Prepay                                 360                    12           N
903           No_PP                                  300                     3           N
904           No_PP                                  360                    60           N
905           Prepay                                 360                    36           N
906           Prepay                                 360                    60           N
907           No_PP                                  360                    60           N
908           No_PP                                  360                    60           N
909           No_PP                                  360                    60           N
910           Prepay                                 360                    60           N
911           No_PP                                  360                    60           N
912           No_PP                                  360                    60           N
913           No_PP                                  360                    60           N
914           No_PP                                  360                    84           N
915           No_PP                                  360                    36           N
916           No_PP                                  360                    60           N
917           No_PP                                  360                    60           N
918           Prepay                                 360                    60           N
919           Prepay                                 360                    60           N
920           Prepay                                 360                    60           N
921           Prepay                                 360                    60           N
922           Prepay                                 360                    60           N
923           Prepay                                 360                    60           N
924           No_PP                                  360                    36           N
925           Prepay                                 360                    84           N
926           No_PP                                  360                    24           N
927           No_PP                                  360                    24           N
928           No_PP                                  360                    36           N
929           Prepay                                 360                    36           N
930           Prepay                                 360                    36           N
931           No_PP                                  360                    84           N
932           Prepay                                 360                    84           N
933           Prepay                                 360                    84           N
934           No_PP                                  360                    84           N
935           Prepay                                 360                    84           N
936           No_PP                                  360                    36           N
937           Prepay                                 360                    84           N
938           No_PP                                  360                    84           N
939           No_PP                                  360                    84           N
940           No_PP                                  360                    84           N
941           No_PP                                  360                    84           N
942           No_PP                                  360                    60           N
943           No_PP                                  360                    60           N
944           No_PP                                  360                    60           N
945           No_PP                                  360                    60           N
946           No_PP                                  360                    60           N
947           No_PP                                  360                    60           N
948           No_PP                                  360                    36           N
949           No_PP                                  360                    36           N
950           No_PP                                  360                    36           N
951           No_PP                                  360                    36           N
952           Prepay                                 360                    36           N
953           No_PP                                  360                    36           N
954           No_PP                                  360                    36           N
955           No_PP                                  360                    36           N
956           No_PP                                  360                    36           N
957           No_PP                                  360                    60           N
958           Prepay                                 360                    60           N
959           No_PP                                  360                    60           N
960           No_PP                                  360                    36           N
961           Prepay                                 360                    36           N
962           No_PP                                  360                    36           N
963           No_PP                                  360                    36           N
964           No_PP                                  360                    36           N
965           No_PP                                  360                    36           N
966           No_PP                                  360                    36           N
967           No_PP                                  360                    84           N
968           No_PP                                  360                    84           N
969           No_PP                                  360                    84           N
970           No_PP                                  360                    84           N
971           No_PP                                  360                    84           N
972           No_PP                                  360                    36           N
973           No_PP                                  360                    36           N
974           No_PP                                  360                    84           N
975           No_PP                                  360                    84           N
976           No_PP                                  360                    84           N
977           Prepay                                 360                    84           N
978           No_PP                                  360                    84           N
979           No_PP                                  360                    36           N
980           No_PP                                  360                    36           N
981           No_PP                                  360                    60           N
982           No_PP                                  360                    36           N
983           No_PP                                  360                    36           N
984           No_PP                                  360                    60           N
985           No_PP                                  360                    60           N
986           No_PP                                  360                    36           N
987           No_PP                                  360                    60           N
988           No_PP                                  360                    84           N
989           No_PP                                  360                    60           N
990           No_PP                                  360                    84           N
991           Prepay                                 360                    84           N
992           No_PP                                  360                    84           N
993           No_PP                                  360                    84           N
994           Prepay                                 360                    84           N
995           No_PP                                  360                    84           N
996           No_PP                                  360                    84           N
997           Prepay                                 360                    84           N
998           No_PP                                  360                    84           N
999           Prepay                                 360                    84           N
1000          Prepay                                 360                    84           N
1001          No_PP                                  360                    84           N
1002          Prepay                                 360                    84           N
1003          No_PP                                  360                    84           N
1004          No_PP                                  360                    84           N
1005          Prepay                                 360                    84           N
1006          No_PP                                  360                    84           N
1007          Prepay                                 360                    84           N
1008          No_PP                                  360                    84           N
1009          No_PP                                  360                    84           N
1010          No_PP                                  360                    36           N
1011          No_PP                                  360                    60           N
1012          No_PP                                  360                    84           N
1013          No_PP                                  360                    84           N
1014          Prepay                                 360                    84           N
1015          Prepay                                 360                    84           N
1016          No_PP                                  360                    84           N
1017          No_PP                                  360                    84           N
1018          Prepay                                 360                    84           N
1019          No_PP                                  360                    84           N
1020          Prepay                                 360                    84           N
1021          Prepay                                 360                    84           N
1022          Prepay                                 360                    84           N
1023          No_PP                                  360                    84           N
1024          No_PP                                  360                    84           N
1025          No_PP                                  360                    84           N
1026          Prepay                                 360                    84           N
1027          Prepay                                 360                    84           N
1028          No_PP                                  360                    84           N
1029          Prepay                                 360                    84           N
1030          Prepay                                 360                    84           N
1031          No_PP                                  360                    84           N
1032          No_PP                                  360                    24           N
1033          No_PP                                  360                    12           N
1034          No_PP                                  360                    12           N
1035          No_PP                                  360                    12           N
1036          No_PP                                  360                    12           N
1037          No_PP                                  360                    24           N
1038          No_PP                                  360                    12           N
1039          No_PP                                  360                    12           N
1040          No_PP                                  360                    12           N
1041          No_PP                                  360                    24           N
1042          No_PP                                  360                    12           N
1043          No_PP                                  360                    12           N
1044          No_PP                                  360                    24           N
1045          No_PP                                  360                    12           N
1046          No_PP                                  360                    24           N
1047          No_PP                                  360                    12           N
1048          No_PP                                  360                    12           N
1049          No_PP                                  360                    12           N
1050          No_PP                                  360                    24           N
1051          Prepay                                 360                    60           N
1052          No_PP                                  360                    36           N
1053          No_PP                                  360                    84           N
1054          No_PP                                  480                    60           N
1055          No_PP                                  360                    60           N
1056          Prepay                                 360                    12           N
1057          Prepay                                 360                    18           N
1058          No_PP                                  360                    11           N
1059          No_PP                                  360                    18           N
1060          No_PP                                  360                    12           N
1061          Prepay                                 360                    18           N
1062          No_PP                                  360                    18           N
1063          Prepay                                 360                    18           N
1064          No_PP                                  360                    12           N
1065          No_PP                                  360                    12           N
1066          Prepay                                 360                    18           N
1067          Prepay                                 360                    18           N
1068          Prepay                                 360                    18           N
1069          No_PP                                  360                    18           N
1070          Prepay                                 360                    18           N
1071          Prepay                                 360                    18           N
1072          No_PP                                  360                    18           N
1073          Prepay                                 360                    18           N
1074          No_PP                                  360                    18           N
1075          Prepay                                 360                    18           N
1076          Prepay                                 360                    18           N
1077          No_PP                                  360                    18           N
1078          Prepay                                 360                    84           N
1079          No_PP                                  360                    84           N
1080          No_PP                                  360                    84           N
1081          No_PP                                  360                    84           N
1082          No_PP                                  360                    84           N
1083          Prepay                                 360                    84           N
1084          No_PP                                  360                    84           N
1085          Prepay                                 360                    84           N
1086          Prepay                                 360                    84           N
1087          Prepay                                 360                    84           N
1088          Prepay                                 360                    84           N
1089          Prepay                                 360                    84           N
1090          Prepay                                 360                    84           N
1091          No_PP                                  360                    84           N
1092          No_PP                                  360                    84           N
1093          No_PP                                  360                    84           N
1094          Prepay                                 360                    84           N
1095          Prepay                                 360                    84           N
1096          Prepay                                 360                    84           N
1097          Prepay                                 360                    84           N
1098          No_PP                                  360                    84           N
1099          No_PP                                  360                    84           N
1100          No_PP                                  360                    84           N
1101          No_PP                                  360                    84           N
1102          No_PP                                  360                    84           N
1103          No_PP                                  360                    84           N
1104          No_PP                                  360                    84           N
1105          No_PP                                  360                    84           N
1106          Prepay                                 360                    84           N
1107          No_PP                                  360                    84           N
1108          Prepay                                 360                    84           N
1109          Prepay                                 360                    84           N
1110          No_PP                                  360                    84           N
1111          No_PP                                  360                    60           N
1112          Prepay                                 360                    84           N
1113          No_PP                                  360                    84           N
1114          No_PP                                  360                    60           N
1115          Prepay                                 360                    84           N
1116          No_PP                                  360                    60           N
1117          Prepay                                 360                    84           N
1118          Prepay                                 360                    84           N
1119          Prepay                                 360                    84           N
1120          Prepay                                 360                    84           N
1121          No_PP                                  360                    60           N
1122          Prepay                                 360                    84           N
1123          Prepay                                 360                    84           N
1124          No_PP                                  360                    60           N
1125          No_PP                                  360                    60           N
1126          No_PP                                  360                    60           N
1127          No_PP                                  360                    84           N
1128          Prepay                                 360                    84           N
1129          No_PP                                  360                    84           N
1130          No_PP                                  360                    84           N
1131          No_PP                                  360                    60           N
1132          No_PP                                  360                    84           N
1133          No_PP                                  360                    60           N
1134          Prepay                                 360                    84           N
1135          No_PP                                  360                    84           N
1136          No_PP                                  360                    84           N
1137          No_PP                                  360                    84           N
1138          No_PP                                  360                    84           N
1139          No_PP                                  360                    84           N
1140          No_PP                                  360                    84           N
1141          Prepay                                 360                    84           N
1142          No_PP                                  360                    84           N
1143          No_PP                                  360                    84           N
1144          No_PP                                  360                    84           N
1145          No_PP                                  360                    84           N
1146          Prepay                                 360                    84           N
1147          Prepay                                 360                    84           N
1148          Prepay                                 360                    84           N
1149          Prepay                                 360                    84           N
1150          No_PP                                  360                    84           N
1151          No_PP                                  360                    84           N
1152          Prepay                                 360                    84           N
1153          Prepay                                 360                    84           N
1154          No_PP                                  360                    60           N
1155          No_PP                                  360                    84           N
1156          No_PP                                  360                    84           N
1157          No_PP                                  360                    84           N
1158          No_PP                                  360                    84           N
1159          No_PP                                  360                    84           N
1160          No_PP                                  360                    84           N
1161          Prepay                                 360                    84           N
1162          Prepay                                 360                    84           N
1163          No_PP                                  360                    60           N
1164          No_PP                                  360                    60           N
1165          No_PP                                  360                    60           N
1166          Prepay                                 360                    84           N
1167          No_PP                                  360                    60           N
1168          No_PP                                  360                    60           N
1169          No_PP                                  360                    36           N
1170          Prepay                                 360                    60           N
1171          Prepay                                 360                    60           N
1172          No_PP                                  360                    60           N
1173          Prepay                                 360                    60           N
1174          No_PP                                  360                    60           N
1175          No_PP                                  360                    60           N
1176          Prepay                                 360                    84           N
1177          Prepay                                 360                    60           N
1178          Prepay                                 360                    60           N
1179          No_PP                                  360                    36           N
1180          Prepay                                 360                    60           N
1181          Prepay                                 360                    60           N
1182          Prepay                                 360                    60           N
1183          No_PP                                  360                    60           N
1184          Prepay                                 360                    60           N
1185          No_PP                                  360                    60           N
1186          No_PP                                  360                    60           N
1187          Prepay                                 360                    60           N
1188          No_PP                                  360                    60           N
1189          Prepay                                 360                    60           N
1190          No_PP                                  360                    36           N
1191          Prepay                                 360                    60           N
1192          No_PP                                  360                    60           N
1193          No_PP                                  360                    36           N
1194          No_PP                                  360                    36           N
1195          No_PP                                  360                    36           N
1196          No_PP                                  360                    60           N
1197          No_PP                                  360                    36           N
1198          No_PP                                  360                    36           N
1199          No_PP                                  360                    36           N
1200          No_PP                                  360                    60           N
1201          No_PP                                  360                    60           N
1202          Prepay                                 360                    60           N
1203          No_PP                                  360                    60           N
1204          No_PP                                  360                    36           N
1205          Prepay                                 360                    60           N
1206          No_PP                                  360                    84           N
1207          No_PP                                  360                    36           N
1208          No_PP                                  360                    36           N
1209          No_PP                                  360                    36           N
1210          No_PP                                  360                    36           N
1211          No_PP                                  360                    36           N
1212          Prepay                                 360                    60           N
1213          No_PP                                  360                    60           N
1214          Prepay                                 360                    60           N
1215          Prepay                                 360                    60           N
1216          Prepay                                 360                    60           N
1217          No_PP                                  360                    36           N
1218          Prepay                                 360                    60           N
1219          No_PP                                  360                    84           N
1220          No_PP                                  360                    60           N
1221          Prepay                                 360                    60           N
1222          Prepay                                 360                    60           N
1223          No_PP                                  360                    60           N
1224          Prepay                                 360                    60           N
1225          Prepay                                 360                    60           N
1226          Prepay                                 360                    36           N
1227          No_PP                                  360                    60           N
1228          No_PP                                  360                    54           N
1229          Prepay                                 480                    60           N
1230          Prepay                                 360                    60           N
1231          Prepay                                 360                    36           N
1232          No_PP                                  360                    60           N
1233          Prepay                                 360                    36           N
1234          No_PP                                  360                    36           N
1235          Prepay                                 360                    36           N
1236          No_PP                                  360                    60           N
1237          No_PP                                  360                    60           N
1238          No_PP                                  360                    60           N
1239          No_PP                                  360                    24           N
1240          No_PP                                  360                    60           N
1241          No_PP                                  360                    60           N
1242          Prepay                                 360                    60           N
1243          Prepay                                 360                    60           N
1244          Prepay                                 360                    36           N
1245          Prepay                                 360                    60           N
1246          No_PP                                  360                    84           N
1247          Prepay                                 360                    60           N
1248          No_PP                                  360                    60           N
1249          No_PP                                  360                    60           N
1250          No_PP                                  360                    84           N
1251          No_PP                                  360                    60           N
1252          No_PP                                  360                    24           N
1253          Prepay                                 360                    60           N
1254          No_PP                                  360                    36           N
1255          No_PP                                  360                    36           N
1256          No_PP                                  360                    36           N
1257          No_PP                                  360                    60           N
1258          Prepay                                 360                    60           N
1259          No_PP                                  360                    24           N
1260          No_PP                                  360                    60           N
1261          No_PP                                  360                    36           N
1262          No_PP                                  360                    60           N
1263          No_PP                                  360                    24           N
1264          Prepay                                 360                    60           N
1265          No_PP                                  360                    36           N
1266          Prepay                                 480                    60           N
1267          Prepay                                 360                    60           N
1268          No_PP                                  360                    84           N
1269          Prepay                                 360                    60           N
1270          No_PP                                  360                    36           N
1271          No_PP                                  360                    60           N
1272          Prepay                                 360                    36           N
1273          Prepay                                 360                    60           N
1274          Prepay                                 360                    60           N
1275          No_PP                                  360                    60           N
1276          No_PP                                  360                    60           N
1277          No_PP                                  360                    60           N
1278          No_PP                                  360                    84           N
1279          Prepay                                 360                    84           N
1280          No_PP                                  360                    84           N
1281          No_PP                                  360                    84           N
1282          No_PP                                  360                    84           N
1283          No_PP                                  360                    84           N
1284          No_PP                                  360                    84           N
1285          Prepay                                 360                    84           N
1286          Prepay                                 360                    84           N
1287          No_PP                                  360                    84           N
1288          No_PP                                  360                    84           N
1289          No_PP                                  360                    84           N
1290          No_PP                                  360                    84           N
1291          No_PP                                  360                    84           N
1292          No_PP                                  360                    84           N
1293          No_PP                                  360                    84           N
1294          No_PP                                  360                    84           N
1295          No_PP                                  360                    84           N
1296          No_PP                                  360                    84           N
1297          No_PP                                  360                    84           N
1298          No_PP                                  360                    84           N
1299          No_PP                                  360                    84           N
1300          Prepay                                 360                    84           N
1301          No_PP                                  360                    84           N
1302          Prepay                                 360                    84           N
1303          Prepay                                 360                    84           N
1304          Prepay                                 360                    84           N
1305          Prepay                                 360                    84           N
1306          Prepay                                 360                    84           N
1307          No_PP                                  360                    84           N
1308          Prepay                                 360                    84           N
1309          No_PP                                  360                    84           N
1310          Prepay                                 360                    84           N
1311          No_PP                                  360                    84           N
1312          No_PP                                  360                    84           N
1313          Prepay                                 360                    84           N
1314          No_PP                                  360                    84           N
1315          Prepay                                 360                    84           N
1316          No_PP                                  360                    84           N
1317          Prepay                                 360                    84           N
1318          Prepay                                 360                    84           N
1319          Prepay                                 360                    84           N
1320          No_PP                                  360                    84           N
1321          Prepay                                 360                    84           N
1322          No_PP                                  360                    84           N
1323          No_PP                                  360                    84           N
1324          No_PP                                  360                    84           N
1325          Prepay                                 360                    84           N
1326          Prepay                                 360                    84           N
1327          Prepay                                 360                    84           N
1328          No_PP                                  360                    84           N
1329          Prepay                                 360                    84           N
1330          Prepay                                 360                    84           N
1331          No_PP                                  360                    84           N
1332          Prepay                                 360                    84           N
1333          No_PP                                  360                    84           N
1334          No_PP                                  360                    84           N
1335          No_PP                                  360                    84           N
1336          No_PP                                  360                    84           N
1337          Prepay                                 360                    84           N
1338          Prepay                                 360                    84           N
1339          No_PP                                  360                    84           N
1340          Prepay                                 360                    84           N
1341          Prepay                                 360                    84           N
1342          Prepay                                 360                    84           N
1343          Prepay                                 360                    84           N
1344          Prepay                                 360                    84           N
1345          No_PP                                  360                    84           N
1346          Prepay                                 360                    84           N
1347          Prepay                                 360                    84           N
1348          No_PP                                  360                    84           N
1349          Prepay                                 360                    84           N
1350          No_PP                                  360                    84           N
1351          Prepay                                 360                    84           N
1352          Prepay                                 360                    84           N
1353          Prepay                                 360                    84           N
1354          Prepay                                 360                    84           N
1355          No_PP                                  360                    84           N
1356          Prepay                                 360                    84           N
1357          No_PP                                  360                    84           N
1358          Prepay                                 360                    84           N
1359          Prepay                                 360                    84           N
1360          Prepay                                 360                    84           N
1361          No_PP                                  360                    84           N
1362          Prepay                                 360                    84           N
1363          No_PP                                  360                    84           N
1364          Prepay                                 360                    84           N
1365          No_PP                                  360                    84           N
1366          No_PP                                  360                    84           N
1367          No_PP                                  360                    84           N
1368          Prepay                                 360                    84           N
1369          No_PP                                  360                    84           N
1370          Prepay                                 360                    60           N
1371          Prepay                                 360                    60           N
1372          Prepay                                 360                    60           N
1373          Prepay                                 360                    60           N
1374          No_PP                                  360                    60           N
1375          No_PP                                  360                    60           N
1376          No_PP                                  360                    84           N
1377          No_PP                                  360                    36           N
1378          No_PP                                  360                    60           N
1379          Prepay                                 360                    84           N
1380          No_PP                                  360                    84           N
1381          Prepay                                 360                    84           N
1382          No_PP                                  360                    84           N
1383          Prepay                                 360                    84           N
1384          Prepay                                 360                    84           N
1385          No_PP                                  360                    84           N
1386          Prepay                                 360                    84           N
1387          No_PP                                  360                    84           N
1388          No_PP                                  360                    84           N
1389          No_PP                                  360                    84           N
1390          No_PP                                  360                    84           N
1391          No_PP                                  360                    84           N
1392          No_PP                                  360                    84           N
1393          Prepay                                 360                    84           N
1394          Prepay                                 360                    84           N
1395          Prepay                                 360                    84           N
1396          No_PP                                  360                    84           N
1397          No_PP                                  360                    84           N
1398          Prepay                                 360                    84           N
1399          No_PP                                  360                    84           N
1400          Prepay                                 360                    84           N
1401          No_PP                                  360                    84           N
1402          Prepay                                 360                    84           N
1403          No_PP                                  360                    84           N
1404          No_PP                                  360                    60           N
1405          No_PP                                  360                    60           N
1406          No_PP                                  360                    60           N
1407          No_PP                                  360                    36           N
1408          Prepay                                 360                    60           N
1409          No_PP                                  360                    60           N
1410          No_PP                                  360                    36           N
1411          Prepay                                 360                    84           N
1412          No_PP                                  360                    60           N
1413          No_PP                                  360                    60           N
1414          No_PP                                  360                    84           N
1415          Prepay                                 360                    84           N
1416          No_PP                                  360                    84           N
1417          Prepay                                 360                    84           N
1418          No_PP                                  360                    84           N
1419          No_PP                                  360                    84           N
1420          No_PP                                  360                    84           N
1421          Prepay                                 360                    84           N
1422          No_PP                                  360                    84           N
1423          No_PP                                  360                    84           N
1424          Prepay                                 360                    84           N
1425          No_PP                                  360                    84           N
1426          Prepay                                 360                    84           N
1427          No_PP                                  360                    84           N
1428          No_PP                                  360                    84           N
1429          No_PP                                  360                    84           N
1430          Prepay                                 360                    84           N
1431          No_PP                                  360                    84           N
1432          No_PP                                  360                    84           N
1433          Prepay                                 360                    84           N
1434          Prepay                                 360                    84           N
1435          No_PP                                  360                    84           N
1436          Prepay                                 360                    84           N
1437          No_PP                                  360                    84           N
1438          No_PP                                  360                    84           N
1439          Prepay                                 360                    84           N
1440          Prepay                                 360                    84           N
1441          No_PP                                  360                    84           N
1442          No_PP                                  360                    84           N
1443          Prepay                                 360                    84           N
1444          Prepay                                 360                    84           N
1445          Prepay                                 360                    60           N
1446          No_PP                                  360                    60           N
1447          Prepay                                 360                    60           N
1448          No_PP                                  360                    60           N
1449          No_PP                                  360                    60           N
1450          Prepay                                 360                    60           N
1451          No_PP                                  360                    36           N
1452          No_PP                                  360                    60           N
1453          Prepay                                 360                    60           N
1454          Prepay                                 360                    60           N
1455          Prepay                                 360                    60           N
1456          No_PP                                  360                    60           N
1457          Prepay                                 360                    60           N
1458          Prepay                                 360                    60           N
1459          Prepay                                 360                    60           N
1460          Prepay                                 360                    60           N
1461          Prepay                                 360                    60           N
1462          Prepay                                 360                    60           N
1463          Prepay                                 360                    60           N
1464          Prepay                                 360                    36           N
1465          No_PP                                  360                    60           N
1466          No_PP                                  360                    60           N
1467          No_PP                                  360                    60           N
1468          No_PP                                  360                    60           N
1469          Prepay                                 360                    60           N
1470          Prepay                                 360                    60           N
1471          Prepay                                 360                    60           N
1472          No_PP                                  360                    60           N
1473          No_PP                                  360                    60           N
1474          Prepay                                 360                    60           N
1475          Prepay                                 360                    60           N
1476          Prepay                                 360                    60           N
1477          No_PP                                  360                    60           N
1478          Prepay                                 360                    60           N
1479          Prepay                                 360                    60           N
1480          Prepay                                 360                    60           N
1481          No_PP                                  360                    84           N
1482          Prepay                                 360                    60           N
1483          Prepay                                 360                    60           N
1484          Prepay                                 360                    60           N
1485          Prepay                                 360                    60           N
1486          Prepay                                 360                    60           N
1487          Prepay                                 360                    60           N
1488          Prepay                                 360                    60           N
1489          Prepay                                 360                    60           N
1490          Prepay                                 360                    60           N
1491          Prepay                                 360                    60           N
1492          No_PP                                  360                    60           N
1493          Prepay                                 360                    60           N
1494          Prepay                                 360                    36           N
1495          No_PP                                  360                    60           N
1496          No_PP                                  360                    60           N
1497          No_PP                                  360                    60           N
1498          No_PP                                  360                    60           N
1499          Prepay                                 360                    60           N
1500          No_PP                                  360                    60           N
1501          Prepay                                 360                    60           N
1502          Prepay                                 360                    60           N
1503          Prepay                                 360                    24           N
1504          Prepay                                 360                    60           N
1505          Prepay                                 360                    60           N
1506          No_PP                                  360                    36           N
1507          Prepay                                 360                    60           N
1508          No_PP                                  360                    60           N
1509          No_PP                                  360                    60           N
1510          Prepay                                 360                    60           N
1511          Prepay                                 360                    60           N
1512          Prepay                                 360                    60           N
1513          No_PP                                  360                    60           N
1514          Prepay                                 360                    60           N
1515          No_PP                                  360                    60           N
1516          Prepay                                 360                    60           N
1517          No_PP                                  360                    60           N
1518          No_PP                                  360                    60           N
1519          No_PP                                  360                    60           N
1520          Prepay                                 360                    60           N
1521          No_PP                                  360                    36           N
1522          No_PP                                  360                    60           N
1523          Prepay                                 360                    60           N
1524          Prepay                                 360                    60           N
1525          Prepay                                 360                    60           N
1526          No_PP                                  360                    60           N
1527          Prepay                                 360                    36           N
1528          Prepay                                 360                    60           N
1529          Prepay                                 360                    60           N
1530          No_PP                                  360                    60           N
1531          No_PP                                  360                    84           N
1532          Prepay                                 360                    60           N
1533          Prepay                                 360                    84           N
1534          Prepay                                 360                    60           N
1535          No_PP                                  360                    60           N
1536          No_PP                                  360                    60           N
1537          Prepay                                 360                    60           N
1538          No_PP                                  360                    60           N
1539          No_PP                                  360                   120           N
1540          No_PP                                  360                    12           N
1541          Prepay                                 360                     6           N
1542          No_PP                                  360                    12           N
1543          No_PP                                  360                     6           N
1544          No_PP                                  360                     6           N
1545          No_PP                                  360                    12           N
1546          No_PP                                  360                     6           N
1547          No_PP                                  360                    12           N
1548          No_PP                                  360                    12           N
1549          Prepay                                 360                    12           N
1550          No_PP                                  360                    12           N
1551          Prepay                                 360                    12           N
1552          Prepay                                 360                    12           N
1553          Prepay                                 360                    12           N
1554          No_PP                                  360                    12           N
1555          Prepay                                 360                    12           N
1556          Prepay                                 360                    12           N
1557          Prepay                                 360                    12           N
1558          Prepay                                 360                    12           N
1559          Prepay                                 360                    12           N
1560          Prepay                                 360                    12           N
1561          No_PP                                  360                    12           N
1562          Prepay                                 360                    12           N
1563          Prepay                                 360                    12           N
1564          Prepay                                 360                    12           N
1565          Prepay                                 360                    12           N
1566          No_PP                                  360                    12           N
1567          No_PP                                  360                    12           N
1568          Prepay                                 360                    12           N
1569          Prepay                                 360                    12           N
1570          Prepay                                 360                    12           N
1571          Prepay                                 360                    12           N
1572          Prepay                                 360                    12           N
1573          Prepay                                 360                    12           N
1574          Prepay                                 360                    12           N
1575          Prepay                                 360                    12           N
1576          No_PP                                  360                    12           N
1577          Prepay                                 360                    12           N
1578          Prepay                                 360                    12           N
1579          Prepay                                 360                    12           N
1580          Prepay                                 360                    12           N
1581          Prepay                                 360                    12           N
1582          Prepay                                 360                    12           N
1583          No_PP                                  360                    12           N
1584          No_PP                                  360                    12           N
1585          No_PP                                  360                    84           N
1586          No_PP                                  360                    84           N
1587          Prepay                                 360                    84           N
1588          No_PP                                  360                    84           N
1589          No_PP                                  360                    12           N
1590          No_PP                                  360                    36           N
1591          No_PP                                  360                    60           N
1592          No_PP                                  360                    60           N
1593          No_PP                                  360                    60           N
1594          Prepay                                 360                    60           N
1595          No_PP                                  360                    60           N
1596          No_PP                                  360                    60           N
1597          Prepay                                 360                    60           N
1598          No_PP                                  360                    60           N
1599          Prepay                                 360                    60           N
1600          No_PP                                  360                    60           N
1601          No_PP                                  360                    36           N
1602          No_PP                                  360                    60           N
1603          No_PP                                  360                    60           N
1604          No_PP                                  360                    36           N
1605          Prepay                                 360                    60           N
1606          No_PP                                  360                    60           N
1607          No_PP                                  360                    60           N
1608          No_PP                                  360                    60           N
1609          No_PP                                  360                    60           N
1610          Prepay                                 360                    60           N
1611          No_PP                                  360                    60           N
1612          Prepay                                 360                    84           N
1613          No_PP                                  360                    60           N
1614          No_PP                                  360                    60           N
1615          No_PP                                  360                    60           N
1616          No_PP                                  360                    60           N
1617          Prepay                                 360                    60           N
1618          No_PP                                  360                    36           N
1619          Prepay                                 360                    60           N
1620          Prepay                                 480                    24           N
1621          No_PP                                  360                    60           N
1622          Prepay                                 360                    84           N
1623          No_PP                                  360                    24           N
1624          No_PP                                  360                    60           N
1625          No_PP                                  360                    36           N
1626          Prepay                                 360                    60           N
1627          No_PP                                  360                    36           N
1628          Prepay                                 360                    12           N
1629          No_PP                                  360                    60           N
1630          Prepay                                 360                    60           N
1631          Prepay                                 360                    60           N
1632          No_PP                                  360                    36           N
1633          No_PP                                  360                    60           N
1634          No_PP                                  360                    60           N
1635          No_PP                                  360                    36           N
1636          No_PP                                  360                    60           N
1637          No_PP                                  360                    60           N
1638          No_PP                                  360                    60           N
1639          No_PP                                  360                    60           N
1640          No_PP                                  360                    60           N
1641          No_PP                                  360                    60           N
1642          Prepay                                 360                    12           N
1643          No_PP                                  360                    12           N
1644          No_PP                                  360                    24           N
1645          No_PP                                  360                    12           N
1646          Prepay                                 360                    12           N
1647          No_PP                                  360                    36           N
1648          No_PP                                  360                    36           N
1649          No_PP                                  360                    24           N
1650          No_PP                                  360                    12           N
1651          Prepay                                 360                    36           N
1652          No_PP                                  360                    12           N
1653          No_PP                                  360                    12           N
1654          No_PP                                  360                    12           N
1655          No_PP                                  360                    12           N
1656          No_PP                                  360                    12           N
1657          No_PP                                  360                    12           N
1658          No_PP                                  360                    12           N
1659          No_PP                                  360                    36           N
1660          No_PP                                  360                     6           N
1661          No_PP                                  360                    60           N
1662          No_PP                                  360                    48           N
1663          No_PP                                  360                    36           N
1664          No_PP                                  360                    60           N
1665          No_PP                                  360                     6           N
1666          Prepay                                 360                    60           N
1667          Prepay                                 360                    60           N
1668          No_PP                                  360                     6           N
1669          No_PP                                  360                    24           N
1670          Prepay                                 360                    60           N
1671          No_PP                                  360                    60           N
1672          Prepay                                 360                     6           N
1673          No_PP                                  360                     6           N
1674          No_PP                                  360                    84           N
1675          No_PP                                  360                    84           N
1676          No_PP                                  360                    84           N
1677          Prepay                                 360                    84           N
1678          Prepay                                 360                    84           N
1679          No_PP                                  360                    60           N
1680          No_PP                                  360                    60           N
1681          No_PP                                  360                    60           N
1682          No_PP                                  360                     6           N
1683          No_PP                                  360                    12           N
1684          Prepay                                 360                    12           N
1685          Prepay                                 360                    12           N
1686          No_PP                                  360                    12           N
1687          Prepay                                 360                    12           N
1688          Prepay                                 360                    12           N
1689          Prepay                                 360                    60           N
1690          No_PP                                  360                    24           N
1691          No_PP                                  360                    84           N
1692          No_PP                                  360                    36           N
1693          No_PP                                  360                    60           N
1694          No_PP                                  360                    60           N
1695          No_PP                                  360                    60           N
1696          No_PP                                  360                    60           N
1697          No_PP                                  360                    60           N
1698          No_PP                                  360                    60           N
1699          No_PP                                  360                    60           N
1700          No_PP                                  360                    60           N
1701          No_PP                                  360                    60           N
1702          No_PP                                  360                    60           N
1703          No_PP                                  360                    60           N
1704          No_PP                                  360                    60           N
1705          No_PP                                  360                    60           N
1706          No_PP                                  360                    60           N
1707          No_PP                                  360                    60           N
1708          No_PP                                  360                    60           N
1709          No_PP                                  360                    60           N
1710          No_PP                                  360                    60           N
1711          No_PP                                  360                    60           N
1712          No_PP                                  360                    60           N
1713          No_PP                                  360                    36           N
1714          No_PP                                  360                    60           N
1715          No_PP                                  360                    36           N
1716          No_PP                                  360                    60           N
1717          No_PP                                  360                    60           N
1718          No_PP                                  301                    84           N
1719          No_PP                                  360                    60           N
1720          No_PP                                  360                    84           N
1721          No_PP                                  360                   180           N
1722          No_PP                                  360                    84           N
1723          No_PP                                  360                    54           N
1724          No_PP                                  360                    60           N
1725          Prepay                                 360                    60           N
1726          Prepay                                 360                    60           N
1727          No_PP                                  360                    60           N
1728          No_PP                                  360                    36           N
1729          No_PP                                  360                    60           N
1730          Prepay                                 360                    60           N
1731          Prepay                                 360                    60           N
1732          Prepay                                 360                    60           N
1733          Prepay                                 360                    60           N
1734          Prepay                                 360                    60           N
1735          Prepay                                 360                    60           N
1736          No_PP                                  360                    60           N
1737          Prepay                                 360                    60           N
1738          Prepay                                 360                    60           N
1739          Prepay                                 360                    60           N
1740          Prepay                                 360                    60           N
1741          Prepay                                 360                    60           N
1742          Prepay                                 360                    36           N
1743          Prepay                                 360                    60           N
1744          No_PP                                  360                    60           N
1745          No_PP                                  360                    60           N
1746          No_PP                                  360                    60           N
1747          Prepay                                 360                    60           N
1748          No_PP                                  360                    60           N
1749          No_PP                                  360                    60           N
1750          Prepay                                 360                    60           N
1751          No_PP                                  360                    60           N
1752          No_PP                                  360                    60           N
1753          No_PP                                  360                    60           N
1754          Prepay                                 480                    60           N
1755          Prepay                                 360                    60           N
1756          Prepay                                 360                    60           N
1757          Prepay                                 360                    60           N
1758          No_PP                                  360                    60           N
1759          No_PP                                  480                    60           N
1760          Prepay                                 360                    60           N
1761          Prepay                                 360                    60           N
1762          Prepay                                 360                    60           N
1763          Prepay                                 360                    60           N
1764          Prepay                                 360                    60           N
1765          No_PP                                  360                    24           N
1766          Prepay                                 360                    60           N
1767          No_PP                                  360                    60           N
1768          No_PP                                  360                    60           N
1769          No_PP                                  360                    60           N
1770          Prepay                                 360                    60           N
1771          No_PP                                  360                    60           N
1772          No_PP                                  360                    60           N
1773          No_PP                                  360                    60           N
1774          Prepay                                 360                    60           N
1775          Prepay                                 360                    36           N
1776          Prepay                                 360                    60           N
1777          No_PP                                  360                    60           N
1778          Prepay                                 360                    60           N
1779          Prepay                                 360                    60           N
1780          No_PP                                  360                    60           N
1781          No_PP                                  360                    60           N
1782          Prepay                                 360                    84           N
1783          No_PP                                  360                    60           N
1784          Prepay                                 360                    60           N
1785          No_PP                                  360                    60           N
1786          No_PP                                  360                    60           N
1787          No_PP                                  360                    60           N
1788          No_PP                                  360                    60           N
1789          Prepay                                 360                    60           N
1790          Prepay                                 360                    60           N
1791          No_PP                                  360                    60           N
1792          No_PP                                  360                    60           N
1793          Prepay                                 360                    60           N
1794          Prepay                                 360                    60           N
1795          No_PP                                  360                    60           N
1796          No_PP                                  360                    60           N
1797          No_PP                                  360                    60           N
1798          No_PP                                  360                    60           N
1799          Prepay                                 360                    60           N
1800          No_PP                                  360                    60           N
1801          Prepay                                 360                    60           N
1802          No_PP                                  360                    60           N
1803          Prepay                                 360                    60           N
1804          Prepay                                 360                    60           N
1805          Prepay                                 360                    60           N
1806          No_PP                                  360                    60           N
1807          Prepay                                 360                    60           N
1808          Prepay                                 360                    60           N
1809          Prepay                                 360                    84           N
1810          No_PP                                  360                    60           N
1811          Prepay                                 360                    84           N
1812          No_PP                                  360                    60           N
1813          No_PP                                  360                    60           N
1814          Prepay                                 360                    60           N
1815          Prepay                                 360                    60           N
1816          Prepay                                 360                    60           N
1817          No_PP                                  360                    60           N
1818          No_PP                                  360                    84           N
1819          No_PP                                  360                    60           N
1820          No_PP                                  360                    60           N
1821          No_PP                                  360                    60           N
1822          No_PP                                  360                    60           N
1823          Prepay                                 360                    60           N
1824          Prepay                                 360                    60           N
1825          No_PP                                  360                    60           N
1826          No_PP                                  360                    60           N
1827          No_PP                                  360                    60           N
1828          No_PP                                  360                    60           N
1829          Prepay                                 360                    60           N
1830          Prepay                                 360                    60           N
1831          Prepay                                 360                    60           N
1832          No_PP                                  360                    60           N
1833          No_PP                                  360                    60           N
1834          No_PP                                  360                    60           N
1835          Prepay                                 360                    60           N
1836          Prepay                                 360                    60           N
1837          No_PP                                  360                    60           N
1838          No_PP                                  360                    60           N
1839          No_PP                                  360                    60           N
1840          Prepay                                 360                    60           N
1841          Prepay                                 360                    60           N
1842          Prepay                                 360                    60           N
1843          No_PP                                  360                    60           N
1844          No_PP                                  360                    60           N
1845          No_PP                                  360                    36           N
1846          Prepay                                 360                    60           N
1847          No_PP                                  360                    60           N
1848          No_PP                                  360                    60           N
1849          No_PP                                  360                    24           N
1850          No_PP                                  360                    60           N
1851          No_PP                                  360                    24           N
1852          Prepay                                 360                    60           N
1853          Prepay                                 360                    60           N
1854          No_PP                                  360                    60           N
1855          Prepay                                 360                    60           N
1856          Prepay                                 360                    60           N
1857          Prepay                                 360                    60           N
1858          Prepay                                 360                    60           N
1859          Prepay                                 360                    60           N
1860          Prepay                                 360                    60           N
1861          Prepay                                 360                    60           N
1862          Prepay                                 360                    60           N
1863          Prepay                                 360                    60           N
1864          No_PP                                  360                    60           N
1865          No_PP                                  360                    60           N
1866          No_PP                                  360                    60           N
1867          No_PP                                  360                    60           N
1868          No_PP                                  360                    36           N
1869          No_PP                                  360                    60           N
1870          Prepay                                 360                    60           N
1871          No_PP                                  360                    60           N
1872          Prepay                                 360                    60           N
1873          Prepay                                 360                    60           N
1874          Prepay                                 360                    60           N
1875          Prepay                                 360                    60           N
1876          No_PP                                  360                    60           N
1877          No_PP                                  360                    60           N
1878          No_PP                                  360                    60           N
1879          No_PP                                  360                    60           N
1880          No_PP                                  360                    60           N
1881          Prepay                                 360                    60           N
1882          No_PP                                  360                    60           N
1883          No_PP                                  360                    60           N
1884          Prepay                                 360                    60           N
1885          Prepay                                 360                    60           N
1886          Prepay                                 360                    60           N
1887          No_PP                                  360                    60           N
1888          No_PP                                  360                    60           N
1889          No_PP                                  360                    60           N
1890          Prepay                                 360                    36           N
1891          No_PP                                  360                    60           N
1892          Prepay                                 360                    60           N
1893          No_PP                                  360                    60           N
1894          No_PP                                  360                    60           N
1895          No_PP                                  360                    60           N
1896          Prepay                                 360                    60           N
1897          No_PP                                  360                    60           N
1898          No_PP                                  360                    60           N
1899          No_PP                                  360                    60           N
1900          No_PP                                  360                    60           N
1901          Prepay                                 360                    60           N
1902          Prepay                                 360                    60           N
1903          Prepay                                 360                    60           N
1904          Prepay                                 360                    60           N
1905          No_PP                                  360                    60           N
1906          Prepay                                 360                    60           N
1907          No_PP                                  360                    60           N
1908          No_PP                                  360                    60           N
1909          No_PP                                  360                    60           N
1910          No_PP                                  360                    60           N
1911          Prepay                                 360                    60           N
1912          Prepay                                 360                    60           N
1913          Prepay                                 360                    60           N
1914          Prepay                                 360                    60           N
1915          Prepay                                 360                    60           N
1916          Prepay                                 360                    60           N
1917          No_PP                                  360                    60           N
1918          Prepay                                 360                    60           N
1919          No_PP                                  360                    60           N
1920          Prepay                                 360                    60           N
1921          No_PP                                  360                    60           N
1922          Prepay                                 360                    60           N
1923          No_PP                                  360                    60           N
1924          Prepay                                 360                    60           N
1925          Prepay                                 360                    60           N
1926          Prepay                                 360                    60           N
1927          Prepay                                 360                    60           N
1928          Prepay                                 360                    60           N
1929          Prepay                                 360                    60           N
1930          No_PP                                  360                    60           N
1931          Prepay                                 360                    60           N
1932          No_PP                                  360                    60           N
1933          Prepay                                 360                    60           N
1934          Prepay                                 360                    60           N
1935          Prepay                                 360                    60           N
1936          Prepay                                 360                    60           N
1937          Prepay                                 360                    60           N
1938          Prepay                                 360                    60           N
1939          No_PP                                  360                    60           N
1940          No_PP                                  360                    60           N
1941          Prepay                                 360                    60           N
1942          Prepay                                 480                    24           N
1943          No_PP                                  360                    36           N
1944          Prepay                                 360                    60           N
1945          No_PP                                  360                    60           N
1946          No_PP                                  360                    36           N
1947          Prepay                                 360                    60           N
1948          No_PP                                  360                    60           N
1949          Prepay                                 360                    60           N
1950          Prepay                                 360                    60           N
1951          No_PP                                  360                    60           N
1952          No_PP                                  360                    36           N
1953          No_PP                                  360                    60           N
1954          No_PP                                  360                    60           N
1955          No_PP                                  360                    60           N
1956          Prepay                                 360                    60           N
1957          No_PP                                  360                    60           N
1958          No_PP                                  360                    60           N
1959          Prepay                                 360                    60           N
1960          No_PP                                  360                    60           N
1961          No_PP                                  360                    60           N
1962          No_PP                                  360                    60           N
1963          Prepay                                 360                    60           N
1964          Prepay                                 360                    60           N
1965          Prepay                                 360                    60           N
1966          Prepay                                 360                    60           N
1967          Prepay                                 360                    60           N
1968          No_PP                                  360                    84           N
1969          No_PP                                  360                    84           N
1970          No_PP                                  300                     6           N
1971          No_PP                                  300                     6           N
1972          Prepay                                 360                    84           N
1973          Prepay                                 360                    84           N
1974          No_PP                                  360                    60           N
1975          Prepay                                 360                    84           N
1976          No_PP                                  360                    84           N
1977          No_PP                                  360                    60           N
1978          No_PP                                  360                    60           N
1979          No_PP                                  360                    60           N
1980          No_PP                                  360                    60           N
1981          No_PP                                  360                    60           N
1982          No_PP                                  360                    60           N
1983          Prepay                                 360                    60           N
1984          No_PP                                  360                    84           N
1985          No_PP                                  360                    84           N
1986          No_PP                                  360                    84           N
1987          No_PP                                  360                    24           N
1988          No_PP                                  360                    60           N
1989          No_PP                                  360                    24           N
1990          No_PP                                  360                    24           N
1991          No_PP                                  360                    24           N
1992          No_PP                                  360                    24           N
1993          No_PP                                  360                    60           N
1994          No_PP                                  360                    24           N
1995          No_PP                                  360                    60           N
1996          No_PP                                  360                    24           N
1997          No_PP                                  360                    36           N
1998          No_PP                                  360                    60           N
1999          No_PP                                  360                    36           N
2000          No_PP                                  360                    36           N
2001          No_PP                                  360                    84           N
2002          No_PP                                  360                    84           N
2003          No_PP                                  360                    84           N
2004          No_PP                                  360                    24           N
2005          No_PP                                  360                    60           N
2006          No_PP                                  360                    60           N
2007          No_PP                                  360                    36           N
2008          No_PP                                  360                    36           N
2009          No_PP                                  360                    36           N
2010          No_PP                                  360                    24           N
2011          No_PP                                  360                    84           N
2012          No_PP                                  360                    84           N
2013          No_PP                                  360                    36           N
2014          No_PP                                  360                    84           N
2015          No_PP                                  360                    36           N
2016          No_PP                                  360                    84           N
2017          No_PP                                  360                    84           N
2018          No_PP                                  360                    24           N
2019          No_PP                                  360                    36           N
2020          No_PP                                  360                    84           N
2021          No_PP                                  360                    84           N
2022          No_PP                                  360                    24           N
2023          No_PP                                  360                    24           N
2024          No_PP                                  360                    24           N
2025          No_PP                                  360                    84           N
2026          No_PP                                  360                    84           N
2027          No_PP                                  360                    24           N
2028          No_PP                                  360                    24           N
2029          Prepay                                 360                    36           N
2030          Prepay                                 360                    84           N
2031          Prepay                                 360                    84           N
2032          No_PP                                  360                    60           N
2033          No_PP                                  360                    60           N
2034          Prepay                                 360                    60           N
2035          No_PP                                  360                    60           N
2036          No_PP                                  360                    60           N
2037          No_PP                                  360                    60           N
2038          Prepay                                 360                    60           N
2039          No_PP                                  360                    60           N
2040          No_PP                                  360                    60           N
2041          No_PP                                  360                    60           N
2042          No_PP                                  360                    60           N
2043          No_PP                                  360                    60           N
2044          No_PP                                  360                    60           N
2045          No_PP                                  360                    60           N
2046          No_PP                                  360                    60           N
2047          Prepay                                 360                    60           N
2048          No_PP                                  360                    60           N
2049          No_PP                                  360                    60           N
2050          No_PP                                  360                    60           N
2051          No_PP                                  360                    60           N
2052          Prepay                                 360                    60           N
2053          No_PP                                  360                    60           N
2054          No_PP                                  360                    60           N
2055          No_PP                                  360                    60           N
2056          No_PP                                  360                    60           N
2057          Prepay                                 360                    60           N
2058          Prepay                                 360                    60           N
2059          No_PP                                  360                    60           N
2060          No_PP                                  360                    60           N
2061          No_PP                                  360                    60           N
2062          Prepay                                 360                    60           N
2063          No_PP                                  360                    60           N
2064          No_PP                                  360                    60           N
2065          No_PP                                  360                    60           N
2066          No_PP                                  360                    60           N
2067          Prepay                                 360                    60           N
2068          No_PP                                  360                    60           N
2069          Prepay                                 360                    60           N
2070          Prepay                                 360                    60           N
2071          Prepay                                 360                    60           N
2072          Prepay                                 360                    60           N
2073          No_PP                                  360                    60           N
2074          No_PP                                  360                    60           N
2075          No_PP                                  360                    60           N
2076          No_PP                                  360                    60           N
2077          No_PP                                  360                    60           N
2078          Prepay                                 360                    36           N
2079          Prepay                                 360                    60           N
2080          Prepay                                 360                    60           N
2081          No_PP                                  360                    60           N
2082          Prepay                                 360                    84           N
2083          No_PP                                  360                    60           N
2084          No_PP                                  360                    60           N
2085          Prepay                                 360                    60           N
2086          No_PP                                  360                    60           N
2087          No_PP                                  360                    60           N
2088          No_PP                                  360                    60           N
2089          No_PP                                  360                    60           N
2090          Prepay                                 360                    60           N
2091          Prepay                                 360                    60           N
2092          No_PP                                  360                    60           N
2093          No_PP                                  360                    60           N
2094          No_PP                                  360                    60           N
2095          No_PP                                  360                    60           N
2096          No_PP                                  360                    60           N
2097          No_PP                                  360                    60           N
2098          No_PP                                  360                    60           N
2099          No_PP                                  360                    60           N
2100          No_PP                                  360                    60           N
2101          Prepay                                 360                    60           N
2102          Prepay                                 360                    60           N
2103          No_PP                                  360                    60           N
2104          Prepay                                 360                    60           N
2105          No_PP                                  360                    60           N
2106          No_PP                                  360                    60           N
2107          No_PP                                  360                    60           N
2108          Prepay                                 360                    60           N
2109          No_PP                                  360                    60           N
2110          Prepay                                 360                    60           N
2111          No_PP                                  360                    60           N
2112          No_PP                                  360                    60           N
2113          No_PP                                  360                    60           N
2114          No_PP                                  360                    60           N
2115          Prepay                                 360                    60           N
2116          Prepay                                 360                    60           N
2117          Prepay                                 360                    60           N
2118          No_PP                                  360                    60           N
2119          Prepay                                 360                    60           N
2120          No_PP                                  360                    60           N
2121          No_PP                                  360                    60           N
2122          No_PP                                  360                    60           N
2123          No_PP                                  360                    60           N
2124          Prepay                                 360                    60           N
2125          No_PP                                  360                    60           N
2126          Prepay                                 360                    60           N
2127          No_PP                                  360                    60           N
2128          No_PP                                  360                    60           N
2129          No_PP                                  360                    60           N
2130          No_PP                                  360                    36           N
2131          Prepay                                 360                    60           N
2132          Prepay                                 360                    60           N
2133          Prepay                                 360                    60           N
2134          No_PP                                  360                    60           N
2135          Prepay                                 360                    60           N
2136          No_PP                                  360                    84           N
2137          Prepay                                 360                    60           N
2138          Prepay                                 360                    60           N
2139          Prepay                                 360                    60           N
2140          Prepay                                 360                    60           N
2141          No_PP                                  480                    60           N
2142          No_PP                                  360                    60           N
2143          No_PP                                  360                    60           N
2144          No_PP                                  360                    60           N
2145          Prepay                                 360                    60           N
2146          Prepay                                 360                    60           N
2147          No_PP                                  360                    60           N
2148          No_PP                                  360                    60           N
2149          No_PP                                  360                    60           N
2150          Prepay                                 360                    60           N
2151          No_PP                                  360                    36           N
2152          Prepay                                 360                    60           N
2153          Prepay                                 360                    60           N
2154          No_PP                                  360                    60           N
2155          Prepay                                 360                    60           N
2156          Prepay                                 360                    60           N
2157          Prepay                                 360                    60           N
2158          No_PP                                  360                    60           N
2159          No_PP                                  360                    60           N
2160          No_PP                                  360                    60           N
2161          Prepay                                 360                    60           N
2162          Prepay                                 360                    60           N
2163          Prepay                                 360                    60           N
2164          No_PP                                  360                    36           N
2165          Prepay                                 360                    60           N
2166          Prepay                                 360                    60           N
2167          Prepay                                 360                    60           N
2168          Prepay                                 360                    60           N
2169          No_PP                                  360                    84           N
2170          Prepay                                 360                    36           N
2171          No_PP                                  360                    60           N
2172          No_PP                                  360                    60           N
2173          No_PP                                  360                    60           N
2174          Prepay                                 360                    60           N
2175          Prepay                                 360                    60           N
2176          Prepay                                 360                    60           N
2177          Prepay                                 360                    60           N
2178          Prepay                                 360                    60           N
2179          No_PP                                  360                    60           N
2180          No_PP                                  360                    60           N
2181          No_PP                                  360                    60           N
2182          Prepay                                 360                    60           N
2183          Prepay                                 360                    60           N
2184          No_PP                                  360                    60           N
2185          Prepay                                 360                    84           N
2186          No_PP                                  360                    60           N
2187          No_PP                                  360                    60           N
2188          No_PP                                  360                    60           N
2189          No_PP                                  360                    60           N
2190          Prepay                                 360                    60           N
2191          No_PP                                  360                    60           N
2192          Prepay                                 360                    60           N
2193          Prepay                                 360                    60           N
2194          Prepay                                 360                    60           N
2195          No_PP                                  360                    60           N
2196          No_PP                                  360                    84           N
2197          No_PP                                  360                    60           N
2198          No_PP                                  360                    60           N
2199          No_PP                                  360                    60           N
2200          No_PP                                  360                    60           N
2201          No_PP                                  360                    84           N
2202          No_PP                                  360                    60           N
2203          No_PP                                  360                    60           N
2204          Prepay                                 360                    60           N
2205          Prepay                                 360                    60           N
2206          Prepay                                 360                    60           N
2207          Prepay                                 360                    60           N
2208          Prepay                                 360                    60           N
2209          No_PP                                  360                    60           N
2210          No_PP                                  360                    60           N
2211          No_PP                                  360                    60           N
2212          Prepay                                 360                    60           N
2213          Prepay                                 360                    60           N
2214          Prepay                                 360                    60           N
2215          Prepay                                 360                    60           N
2216          Prepay                                 360                    60           N
2217          Prepay                                 360                    84           N
2218          No_PP                                  360                    60           N
2219          No_PP                                  360                    60           N
2220          No_PP                                  360                    60           N
2221          Prepay                                 360                    60           N
2222          Prepay                                 360                    60           N
2223          Prepay                                 360                    60           N
2224          No_PP                                  360                    60           N
2225          No_PP                                  360                    60           N
2226          No_PP                                  360                    60           N
2227          Prepay                                 360                    60           N
2228          No_PP                                  360                    60           N
2229          Prepay                                 360                    60           N
2230          Prepay                                 360                    60           N
2231          No_PP                                  360                    60           N
2232          Prepay                                 360                    60           N
2233          Prepay                                 360                    60           N
2234          No_PP                                  360                    60           N
2235          Prepay                                 360                    60           N
2236          Prepay                                 360                    60           N
2237          No_PP                                  360                    60           N
2238          No_PP                                  360                    60           N
2239          No_PP                                  360                    60           N
2240          Prepay                                 360                    36           N
2241          No_PP                                  360                    60           N
2242          No_PP                                  360                    60           N
2243          Prepay                                 360                    60           N
2244          Prepay                                 360                    60           N
2245          Prepay                                 360                    60           N
2246          Prepay                                 360                    60           N
2247          No_PP                                  360                    60           N
2248          No_PP                                  360                    60           N
2249          No_PP                                  360                    60           N
2250          No_PP                                  360                    60           N
2251          No_PP                                  360                    60           N
2252          Prepay                                 360                    60           N
2253          Prepay                                 360                    60           N
2254          Prepay                                 360                    60           N
2255          No_PP                                  360                    60           N
2256          No_PP                                  360                    60           N
2257          Prepay                                 360                    60           N
2258          Prepay                                 360                    60           N
2259          No_PP                                  360                    60           N
2260          No_PP                                  360                    60           N
2261          No_PP                                  360                    60           N
2262          Prepay                                 360                    60           N
2263          Prepay                                 360                    60           N
2264          Prepay                                 360                    60           N
2265          Prepay                                 360                    60           N
2266          No_PP                                  360                    60           N
2267          No_PP                                  360                    60           N
2268          Prepay                                 360                    60           N
2269          Prepay                                 360                    60           N
2270          No_PP                                  360                    60           N
2271          No_PP                                  360                    60           N
2272          Prepay                                 360                    60           N
2273          No_PP                                  360                    60           N
2274          Prepay                                 360                    60           N
2275          Prepay                                 360                    60           N
2276          Prepay                                 360                    60           N
2277          Prepay                                 360                    60           N
2278          Prepay                                 360                    60           N
2279          Prepay                                 360                    60           N
2280          Prepay                                 360                    60           N
2281          Prepay                                 360                    60           N
2282          Prepay                                 360                    60           N
2283          Prepay                                 360                    60           N
2284          Prepay                                 360                    60           N
2285          Prepay                                 360                    60           N
2286          No_PP                                  360                    60           N
2287          Prepay                                 360                    60           N
2288          No_PP                                  360                    60           N
2289          Prepay                                 360                    60           N
2290          No_PP                                  360                    60           N
2291          No_PP                                  360                    60           N
2292          Prepay                                 360                    60           N
2293          Prepay                                 360                    60           N
2294          No_PP                                  360                    60           N
2295          No_PP                                  360                    60           N
2296          No_PP                                  360                    60           N
2297          Prepay                                 360                    60           N
2298          No_PP                                  360                    60           N
2299          Prepay                                 360                    60           N
2300          No_PP                                  360                    60           N
2301          Prepay                                 360                    60           N
2302          No_PP                                  360                    60           N
2303          Prepay                                 360                    60           N
2304          Prepay                                 360                    60           N
2305          No_PP                                  360                    60           N
2306          Prepay                                 360                    60           N
2307          No_PP                                  360                    60           N
2308          No_PP                                  360                    60           N
2309          No_PP                                  360                    36           N
2310          No_PP                                  360                    60           N
2311          No_PP                                  360                    60           N
2312          No_PP                                  360                    60           N
2313          Prepay                                 360                    60           N
2314          Prepay                                 360                    60           N
2315          Prepay                                 360                    60           N
2316          No_PP                                  360                    60           N
2317          Prepay                                 360                    60           N
2318          Prepay                                 360                    60           N
2319          Prepay                                 360                    60           N
2320          Prepay                                 360                    60           N
2321          Prepay                                 360                    60           N
2322          No_PP                                  360                    60           N
2323          Prepay                                 360                    60           N
2324          No_PP                                  360                    60           N
2325          No_PP                                  360                    60           N
2326          Prepay                                 360                    60           N
2327          Prepay                                 480                    60           N
2328          No_PP                                  360                    60           N
2329          Prepay                                 360                    60           N
2330          Prepay                                 360                    60           N
2331          Prepay                                 360                    60           N
2332          Prepay                                 360                    60           N
2333          Prepay                                 360                    60           N
2334          No_PP                                  360                    60           N
2335          No_PP                                  360                    60           N
2336          No_PP                                  360                    60           N
2337          No_PP                                  360                    60           N
2338          Prepay                                 360                    60           N
2339          No_PP                                  360                    60           N
2340          Prepay                                 360                    60           N
2341          Prepay                                 360                    60           N
2342          No_PP                                  360                    60           N
2343          Prepay                                 360                    60           N
2344          No_PP                                  360                    60           N
2345          No_PP                                  360                    60           N
2346          No_PP                                  360                    60           N
2347          Prepay                                 360                    24           N
2348          No_PP                                  360                    60           N
2349          No_PP                                  360                    84           N
2350          No_PP                                  360                    60           N
2351          Prepay                                 360                    36           N
2352          No_PP                                  360                    60           N
2353          Prepay                                 360                    60           N
2354          No_PP                                  360                    60           N
2355          No_PP                                  360                    60           N
2356          No_PP                                  360                    60           N
2357          Prepay                                 360                    60           N
2358          Prepay                                 360                    60           N
2359          No_PP                                  360                    36           N
2360          Prepay                                 360                    60           N
2361          Prepay                                 360                    60           N
2362          Prepay                                 360                    60           N
2363          Prepay                                 360                    60           N
2364          Prepay                                 360                    60           N
2365          No_PP                                  360                    60           N
2366          Prepay                                 360                    60           N
2367          No_PP                                  360                    60           N
2368          Prepay                                 360                    60           N
2369          No_PP                                  360                    60           N
2370          No_PP                                  360                    60           N
2371          No_PP                                  360                    60           N
2372          No_PP                                  360                    60           N
2373          No_PP                                  360                    60           N
2374          No_PP                                  360                    60           N
2375          No_PP                                  360                    60           N
2376          Prepay                                 360                    60           N
2377          Prepay                                 360                    60           N
2378          No_PP                                  360                    60           N
2379          Prepay                                 360                    60           N
2380          No_PP                                  360                    60           N
2381          No_PP                                  360                    60           N
2382          No_PP                                  360                    60           N
2383          No_PP                                  360                    60           N
2384          Prepay                                 360                    60           N
2385          Prepay                                 360                    60           N
2386          No_PP                                  360                    60           N
2387          Prepay                                 360                    60           N
2388          No_PP                                  360                    60           N
2389          No_PP                                  360                    60           N
2390          No_PP                                  360                    60           N
2391          No_PP                                  360                    60           N
2392          No_PP                                  360                    60           N
2393          No_PP                                  360                    60           N
2394          No_PP                                  360                    60           N
2395          Prepay                                 360                    60           N
2396          No_PP                                  360                    60           N
2397          No_PP                                  360                    60           N
2398          No_PP                                  360                    60           N
2399          Prepay                                 360                    60           N
2400          Prepay                                 360                    60           N
2401          No_PP                                  360                    60           N
2402          Prepay                                 360                    60           N
2403          Prepay                                 360                    60           N
2404          Prepay                                 360                    60           N
2405          Prepay                                 360                    60           N
2406          No_PP                                  360                    60           N
2407          Prepay                                 360                    60           N
2408          Prepay                                 360                    60           N
2409          Prepay                                 360                    60           N
2410          Prepay                                 360                    36           N
2411          No_PP                                  360                    60           N
2412          Prepay                                 360                    60           N
2413          Prepay                                 360                    60           N
2414          Prepay                                 360                    60           N
2415          Prepay                                 360                    60           N
2416          Prepay                                 360                    60           N
2417          Prepay                                 360                    60           N
2418          No_PP                                  360                    60           N
2419          No_PP                                  360                    60           N
2420          No_PP                                  360                    60           N
2421          Prepay                                 360                    60           N
2422          Prepay                                 360                    60           N
2423          No_PP                                  360                    60           N
2424          Prepay                                 360                    60           N
2425          No_PP                                  360                    60           N
2426          Prepay                                 360                    60           N
2427          No_PP                                  360                    60           N
2428          Prepay                                 360                    60           N
2429          Prepay                                 360                    60           N
2430          No_PP                                  360                    60           N
2431          No_PP                                  360                    84           N
2432          No_PP                                  360                    60           N
2433          No_PP                                  360                    84           N
2434          No_PP                                  360                    60           N
2435          Prepay                                 360                    60           N
2436          No_PP                                  360                    60           N
2437          No_PP                                  360                    60           N
2438          No_PP                                  360                    60           N
2439          No_PP                                  360                    60           N
2440          No_PP                                  360                    60           N
2441          Prepay                                 360                    60           N
2442          No_PP                                  360                    60           N
2443          No_PP                                  360                    60           N
2444          No_PP                                  360                    60           N
2445          Prepay                                 360                    60           N
2446          No_PP                                  360                    60           N
2447          Prepay                                 480                    36           N
2448          No_PP                                  360                    36           N
2449          Prepay                                 360                    60           N
2450          No_PP                                  360                    60           N
2451          No_PP                                  360                    60           N
2452          No_PP                                  360                    60           N
2453          Prepay                                 360                    60           N
2454          No_PP                                  360                    60           N
2455          Prepay                                 360                    60           N
2456          Prepay                                 360                    60           N
2457          Prepay                                 360                    60           N
2458          Prepay                                 360                    60           N
2459          No_PP                                  360                    36           N
2460          Prepay                                 360                    60           N
2461          No_PP                                  360                    60           N
2462          No_PP                                  360                    84           N
2463          Prepay                                 360                    60           N
2464          Prepay                                 360                    60           N
2465          Prepay                                 360                    60           N
2466          Prepay                                 360                    60           N
2467          Prepay                                 360                    60           N
2468          No_PP                                  360                    60           N
2469          Prepay                                 360                    60           N
2470          Prepay                                 360                    60           N
2471          Prepay                                 360                    60           N
2472          No_PP                                  360                    60           N
2473          No_PP                                  360                    60           N
2474          No_PP                                  360                    60           N
2475          No_PP                                  360                    60           N
2476          No_PP                                  360                    60           N
2477          No_PP                                  360                    60           N
2478          Prepay                                 360                    60           N
2479          No_PP                                  360                    36           N
2480          No_PP                                  360                    60           N
2481          Prepay                                 360                    60           N
2482          Prepay                                 360                    60           N
2483          Prepay                                 360                    60           N
2484          No_PP                                  360                    60           N
2485          No_PP                                  360                    60           N
2486          Prepay                                 360                    60           N
2487          Prepay                                 360                    60           N
2488          Prepay                                 360                    60           N
2489          No_PP                                  360                    60           N
2490          Prepay                                 360                    60           N
2491          Prepay                                 360                    60           N
2492          Prepay                                 360                    60           N
2493          Prepay                                 360                    60           N
2494          Prepay                                 360                    60           N
2495          No_PP                                  360                    60           N
2496          Prepay                                 360                    60           N
2497          Prepay                                 360                    60           N
2498          Prepay                                 360                    60           N
2499          Prepay                                 360                    60           N
2500          Prepay                                 360                    60           N
2501          No_PP                                  360                    24           N
2502          Prepay                                 360                    60           N
2503          No_PP                                  360                    60           N
2504          Prepay                                 360                    60           N
2505          Prepay                                 360                    60           N
2506          No_PP                                  360                    60           N
2507          No_PP                                  360                    60           N
2508          No_PP                                  360                    60           N
2509          Prepay                                 360                    60           N
2510          No_PP                                  360                    60           N
2511          Prepay                                 360                    36           N
2512          Prepay                                 360                    60           N
2513          Prepay                                 360                    60           N
2514          Prepay                                 360                    60           N
2515          Prepay                                 360                    60           N
2516          Prepay                                 360                    60           N
2517          No_PP                                  360                    60           N
2518          No_PP                                  360                    60           N
2519          Prepay                                 360                    60           N
2520          No_PP                                  360                    60           N
2521          No_PP                                  360                    60           N
2522          No_PP                                  360                    60           N
2523          Prepay                                 360                    60           N
2524          No_PP                                  360                    60           N
2525          No_PP                                  360                    60           N
2526          Prepay                                 360                    60           N
2527          Prepay                                 360                    60           N
2528          Prepay                                 360                    60           N
2529          Prepay                                 360                    60           N
2530          No_PP                                  360                    60           N
2531          Prepay                                 360                    60           N
2532          Prepay                                 360                    60           N
2533          Prepay                                 360                    60           N
2534          Prepay                                 360                    60           N
2535          Prepay                                 360                    60           N
2536          No_PP                                  360                    60           N
2537          No_PP                                  360                    60           N
2538          Prepay                                 360                    60           N
2539          No_PP                                  360                    60           N
2540          No_PP                                  360                    60           N
2541          No_PP                                  360                    60           N
2542          No_PP                                  360                    60           N
2543          No_PP                                  360                    60           N
2544          No_PP                                  360                    60           N
2545          No_PP                                  360                    60           N
2546          Prepay                                 360                    60           N
2547          No_PP                                  360                    60           N
2548          No_PP                                  360                    60           N
2549          Prepay                                 360                    60           N
2550          Prepay                                 360                    60           N
2551          Prepay                                 360                    60           N
2552          Prepay                                 360                    60           N
2553          No_PP                                  360                    60           N
2554          No_PP                                  360                    60           N
2555          Prepay                                 360                    60           N
2556          No_PP                                  360                    60           N
2557          Prepay                                 360                    60           N
2558          No_PP                                  360                    60           N
2559          Prepay                                 360                    60           N
2560          Prepay                                 360                    60           N
2561          Prepay                                 360                    60           N
2562          Prepay                                 360                    60           N
2563          Prepay                                 360                    60           N
2564          No_PP                                  360                    60           N
2565          Prepay                                 360                    60           N
2566          Prepay                                 360                    24           N
2567          No_PP                                  360                    60           N
2568          No_PP                                  360                    36           N
2569          Prepay                                 360                    60           N
2570          Prepay                                 360                    60           N
2571          Prepay                                 360                    60           N
2572          Prepay                                 360                    60           N
2573          Prepay                                 360                    60           N
2574          Prepay                                 360                    60           N
2575          Prepay                                 360                    60           N
2576          Prepay                                 360                    60           N
2577          Prepay                                 360                    60           N
2578          Prepay                                 360                    60           N
2579          Prepay                                 360                    60           N
2580          No_PP                                  360                    60           N
2581          Prepay                                 360                    60           N
2582          No_PP                                  360                    60           N
2583          Prepay                                 360                    60           N
2584          Prepay                                 360                    60           N
2585          Prepay                                 360                    60           N
2586          Prepay                                 360                    60           N
2587          Prepay                                 360                    60           N
2588          Prepay                                 360                    60           N
2589          Prepay                                 360                    60           N
2590          Prepay                                 360                    60           N
2591          No_PP                                  360                    60           N
2592          Prepay                                 360                    60           N
2593          Prepay                                 360                    60           N
2594          Prepay                                 360                    60           N
2595          No_PP                                  360                    60           N
2596          Prepay                                 360                    60           N
2597          No_PP                                  360                    60           N
2598          Prepay                                 360                    84           N
2599          No_PP                                  360                    72           N
2600          Prepay                                 360                    60           N
2601          Prepay                                 360                    60           N
2602          Prepay                                 360                    60           N
2603          Prepay                                 360                    24           N
2604          Prepay                                 360                    60           N
2605          No_PP                                  360                    60           N
2606          Prepay                                 360                    60           N
2607          Prepay                                 360                    60           N
2608          No_PP                                  360                    60           N
2609          Prepay                                 360                    60           N
2610          No_PP                                  360                    60           N
2611          No_PP                                  360                    60           N
2612          No_PP                                  360                    60           N
2613          No_PP                                  360                    60           N
2614          Prepay                                 360                    60           N
2615          Prepay                                 360                    60           N
2616          No_PP                                  360                    60           N
2617          Prepay                                 360                    60           N
2618          No_PP                                  360                    36           N
2619          Prepay                                 360                    60           N
2620          No_PP                                  360                    60           N
2621          Prepay                                 360                    60           N
2622          No_PP                                  360                    60           N
2623          Prepay                                 360                    60           N
2624          Prepay                                 360                    60           N
2625          No_PP                                  360                    60           N
2626          Prepay                                 360                    60           N
2627          Prepay                                 360                    60           N
2628          No_PP                                  360                    60           N
2629          Prepay                                 360                    60           N
2630          No_PP                                  360                    60           N
2631          Prepay                                 360                    60           N
2632          Prepay                                 360                    60           N
2633          Prepay                                 360                    60           N
2634          No_PP                                  360                    60           N
2635          No_PP                                  360                    60           N
2636          Prepay                                 360                    60           N
2637          No_PP                                  360                    60           N
2638          No_PP                                  360                    60           N
2639          No_PP                                  360                    60           N
2640          Prepay                                 360                    60           N
2641          Prepay                                 360                    60           N
2642          Prepay                                 360                    60           N
2643          Prepay                                 360                    60           N
2644          No_PP                                  360                    60           N
2645          Prepay                                 360                    60           N
2646          Prepay                                 360                    60           N
2647          No_PP                                  360                    60           N
2648          Prepay                                 360                    60           N
2649          Prepay                                 360                    60           N
2650          Prepay                                 360                    60           N
2651          No_PP                                  360                    60           N
2652          No_PP                                  360                    60           N
2653          No_PP                                  360                    60           N
2654          No_PP                                  360                    60           N
2655          Prepay                                 360                    60           N
2656          Prepay                                 360                    60           N
2657          Prepay                                 360                    60           N
2658          Prepay                                 360                    60           N
2659          Prepay                                 360                    60           N
2660          No_PP                                  360                    60           N
2661          Prepay                                 360                    60           N
2662          No_PP                                  360                    60           N
2663          No_PP                                  360                    60           N
2664          Prepay                                 360                    60           N
2665          Prepay                                 360                    60           N
2666          No_PP                                  360                    60           N
2667          No_PP                                  360                    60           N
2668          Prepay                                 360                    60           N
2669          Prepay                                 360                    60           N
2670          Prepay                                 360                    60           N
2671          No_PP                                  360                    60           N
2672          No_PP                                  360                    36           N
2673          Prepay                                 360                    60           N
2674          No_PP                                  360                    60           N
2675          No_PP                                  360                    60           N
2676          Prepay                                 360                    60           N
2677          No_PP                                  360                    60           N
2678          No_PP                                  360                    60           N
2679          No_PP                                  360                    60           N
2680          Prepay                                 360                    60           N
2681          No_PP                                  360                    60           N
2682          Prepay                                 360                    60           N
2683          Prepay                                 360                    60           N
2684          No_PP                                  360                    60           N
2685          No_PP                                  360                    60           N
2686          Prepay                                 360                    60           N
2687          Prepay                                 360                    60           N
2688          No_PP                                  360                    60           N
2689          No_PP                                  360                    60           N
2690          No_PP                                  360                    60           N
2691          Prepay                                 360                    36           N
2692          Prepay                                 360                    60           N
2693          Prepay                                 360                    60           N
2694          Prepay                                 360                    60           N
2695          No_PP                                  360                    60           N
2696          Prepay                                 360                    60           N
2697          No_PP                                  360                    60           N
2698          No_PP                                  360                    60           N
2699          Prepay                                 360                    60           N
2700          No_PP                                  360                    60           N
2701          Prepay                                 360                    60           N
2702          No_PP                                  360                    60           N
2703          No_PP                                  360                    60           N
2704          Prepay                                 360                    60           N
2705          Prepay                                 360                    60           N
2706          Prepay                                 360                    60           N
2707          Prepay                                 360                    60           N
2708          Prepay                                 360                    60           N
2709          Prepay                                 360                    60           N
2710          Prepay                                 360                    60           N
2711          Prepay                                 360                    60           N
2712          Prepay                                 360                    60           N
2713          No_PP                                  360                    60           N
2714          No_PP                                  360                    60           N
2715          Prepay                                 360                    60           N
2716          Prepay                                 360                    60           N
2717          No_PP                                  360                    60           N
2718          No_PP                                  360                    60           N
2719          No_PP                                  360                    60           N
2720          No_PP                                  360                    60           N
2721          No_PP                                  360                    60           N
2722          Prepay                                 360                    60           N
2723          No_PP                                  360                    60           N
2724          No_PP                                  360                    60           N
2725          No_PP                                  360                    60           N
2726          No_PP                                  360                    60           N
2727          No_PP                                  360                    60           N
2728          No_PP                                  360                    60           N
2729          No_PP                                  360                    60           N
2730          No_PP                                  360                    60           N
2731          Prepay                                 360                    60           N
2732          Prepay                                 360                    60           N
2733          No_PP                                  360                    36           N
2734          Prepay                                 360                    60           N
2735          Prepay                                 360                    60           N
2736          Prepay                                 360                    60           N
2737          Prepay                                 360                    60           N
2738          Prepay                                 360                    60           N
2739          Prepay                                 360                    36           N
2740          No_PP                                  360                    60           N
2741          No_PP                                  360                    60           N
2742          Prepay                                 360                    60           N
2743          Prepay                                 360                    60           N
2744          Prepay                                 360                    60           N
2745          No_PP                                  360                    60           N
2746          No_PP                                  360                    60           N
2747          No_PP                                  360                    60           N
2748          No_PP                                  360                    60           N
2749          No_PP                                  360                    60           N
2750          Prepay                                 360                    60           N
2751          No_PP                                  360                    60           N
2752          Prepay                                 360                    60           N
2753          No_PP                                  360                    60           N
2754          No_PP                                  360                    60           N
2755          Prepay                                 360                    60           N
2756          Prepay                                 360                    60           N
2757          Prepay                                 360                    60           N
2758          Prepay                                 360                    60           N
2759          No_PP                                  360                    60           N
2760          No_PP                                  360                    60           N
2761          Prepay                                 360                    60           N
2762          Prepay                                 360                    60           N
2763          No_PP                                  360                    60           N
2764          Prepay                                 360                    60           N
2765          Prepay                                 360                    60           N
2766          Prepay                                 360                    60           N
2767          Prepay                                 360                    60           N
2768          Prepay                                 360                    60           N
2769          No_PP                                  360                    60           N
2770          Prepay                                 360                    60           N
2771          Prepay                                 360                    60           N
2772          No_PP                                  360                    60           N
2773          Prepay                                 360                    60           N
2774          Prepay                                 360                    60           N
2775          Prepay                                 360                    60           N
2776          Prepay                                 360                    60           N
2777          Prepay                                 360                    60           N
2778          No_PP                                  360                    60           N
2779          No_PP                                  360                    60           N
2780          Prepay                                 360                    60           N
2781          Prepay                                 360                    60           N
2782          Prepay                                 360                    60           N
2783          No_PP                                  360                    60           N
2784          Prepay                                 360                    36           N
2785          Prepay                                 360                    60           N
2786          Prepay                                 360                    60           N
2787          No_PP                                  360                    36           N
2788          Prepay                                 360                    60           N
2789          No_PP                                  360                    60           N
2790          No_PP                                  360                    36           N
2791          Prepay                                 360                    60           N
2792          Prepay                                 360                    60           N
2793          No_PP                                  360                    60           N
2794          Prepay                                 360                    60           N
2795          Prepay                                 360                    60           N
2796          Prepay                                 360                    60           N
2797          No_PP                                  360                    60           N
2798          Prepay                                 360                    60           N
2799          No_PP                                  360                    60           N
2800          Prepay                                 360                    60           N
2801          Prepay                                 360                    60           N
2802          No_PP                                  360                    60           N
2803          Prepay                                 360                    60           N
2804          Prepay                                 360                    60           N
2805          No_PP                                  360                    60           N
2806          Prepay                                 360                    60           N
2807          Prepay                                 360                    60           N
2808          Prepay                                 360                    60           N
2809          Prepay                                 360                    60           N
2810          No_PP                                  360                    60           N
2811          Prepay                                 360                    60           N
2812          No_PP                                  360                    60           N
2813          Prepay                                 360                    60           N
2814          Prepay                                 360                    60           N
2815          Prepay                                 360                    60           N
2816          Prepay                                 360                    60           N
2817          Prepay                                 360                    60           N
2818          No_PP                                  360                    60           N
2819          Prepay                                 360                    24           N
2820          Prepay                                 360                    60           N
2821          Prepay                                 360                    60           N
2822          No_PP                                  360                    60           N
2823          Prepay                                 360                    60           N
2824          Prepay                                 360                    60           N
2825          Prepay                                 360                    60           N
2826          Prepay                                 360                    60           N
2827          Prepay                                 360                    60           N
2828          Prepay                                 360                    60           N
2829          Prepay                                 360                    60           N
2830          No_PP                                  360                    60           N
2831          Prepay                                 360                    60           N
2832          Prepay                                 360                    60           N
2833          Prepay                                 360                    60           N
2834          No_PP                                  360                    60           N
2835          No_PP                                  360                    60           N
2836          Prepay                                 360                    60           N
2837          Prepay                                 360                    60           N
2838          Prepay                                 360                    60           N
2839          Prepay                                 360                    60           N
2840          Prepay                                 360                    60           N
2841          No_PP                                  360                    84           N
2842          No_PP                                  360                    60           N
2843          Prepay                                 360                    84           N
2844          Prepay                                 360                    60           N
2845          No_PP                                  360                    60           N
2846          Prepay                                 360                    60           N
2847          No_PP                                  360                    60           N
2848          Prepay                                 360                    60           N
2849          No_PP                                  360                    60           N
2850          No_PP                                  360                    60           N
2851          Prepay                                 360                    60           N
2852          No_PP                                  360                    60           N
2853          No_PP                                  360                    60           N
2854          Prepay                                 360                    60           N
2855          Prepay                                 360                    60           N
2856          Prepay                                 360                    60           N
2857          No_PP                                  360                    36           N
2858          No_PP                                  360                    60           N
2859          Prepay                                 360                    60           N
2860          No_PP                                  360                    84           N
2861          Prepay                                 360                    60           N
2862          No_PP                                  360                    60           N
2863          No_PP                                  360                    60           N
2864          Prepay                                 360                    60           N
2865          Prepay                                 360                    60           N
2866          Prepay                                 360                    60           N
2867          No_PP                                  360                    60           N
2868          Prepay                                 360                    60           N
2869          No_PP                                  360                    60           N
2870          Prepay                                 360                    60           N
2871          Prepay                                 360                    60           N
2872          No_PP                                  360                    60           N
2873          No_PP                                  480                    60           N
2874          Prepay                                 360                    60           N
2875          Prepay                                 360                    60           N
2876          Prepay                                 360                    60           N
2877          Prepay                                 360                    60           N
2878          No_PP                                  360                    60           N
2879          Prepay                                 360                    60           N
2880          Prepay                                 360                    60           N
2881          Prepay                                 360                    60           N
2882          No_PP                                  360                    60           N
2883          No_PP                                  360                    60           N
2884          Prepay                                 360                    60           N
2885          Prepay                                 360                    60           N
2886          Prepay                                 360                    60           N
2887          No_PP                                  360                    60           N
2888          Prepay                                 360                    60           N
2889          Prepay                                 360                    60           N
2890          Prepay                                 360                    60           N
2891          No_PP                                  360                    60           N
2892          No_PP                                  360                    60           N
2893          Prepay                                 360                    60           N
2894          No_PP                                  360                    60           N
2895          No_PP                                  360                    60           N
2896          Prepay                                 360                    60           N
2897          Prepay                                 360                    60           N
2898          No_PP                                  360                    60           N
2899          Prepay                                 360                    60           N
2900          Prepay                                 360                    60           N
2901          Prepay                                 360                    60           N
2902          No_PP                                  360                    60           N
2903          Prepay                                 360                    36           N
2904          Prepay                                 360                    84           N
2905          Prepay                                 360                    60           N
2906          Prepay                                 360                    60           N
2907          Prepay                                 360                    60           N
2908          Prepay                                 360                    60           N
2909          No_PP                                  360                    60           N
2910          Prepay                                 360                    60           N
2911          Prepay                                 360                    60           N
2912          No_PP                                  360                    60           N
2913          No_PP                                  360                    60           N
2914          Prepay                                 360                    60           N
2915          No_PP                                  360                    60           N
2916          Prepay                                 360                    60           N
2917          No_PP                                  360                    60           N
2918          Prepay                                 360                    60           N
2919          No_PP                                  360                    60           N
2920          Prepay                                 360                    60           N
2921          Prepay                                 360                    60           N
2922          No_PP                                  360                    60           N
2923          Prepay                                 360                    60           N
2924          Prepay                                 360                    60           N
2925          Prepay                                 360                    36           N
2926          Prepay                                 360                    60           N
2927          No_PP                                  360                    84           N
2928          Prepay                                 360                    60           N
2929          No_PP                                  360                    60           N
2930          No_PP                                  360                    60           N
2931          No_PP                                  360                    60           N
2932          Prepay                                 360                    60           N
2933          Prepay                                 360                    60           N
2934          No_PP                                  360                    60           N
2935          Prepay                                 360                    60           N
2936          Prepay                                 360                    60           N
2937          Prepay                                 360                    60           N
2938          Prepay                                 360                    60           N
2939          Prepay                                 360                    60           N
2940          No_PP                                  360                    60           N
2941          Prepay                                 360                    60           N
2942          Prepay                                 360                    60           N
2943          Prepay                                 360                    60           N
2944          Prepay                                 360                    60           N
2945          Prepay                                 360                    60           N
2946          Prepay                                 360                    60           N
2947          No_PP                                  360                    60           N
2948          No_PP                                  360                    60           N
2949          Prepay                                 360                    60           N
2950          No_PP                                  360                    60           N
2951          Prepay                                 360                    60           N
2952          Prepay                                 360                    60           N
2953          No_PP                                  360                    60           N
2954          Prepay                                 360                    60           N
2955          Prepay                                 360                    60           N
2956          No_PP                                  360                    60           N
2957          Prepay                                 360                    60           N
2958          No_PP                                  360                    60           N
2959          No_PP                                  360                    36           N
2960          No_PP                                  360                    60           N
2961          No_PP                                  360                    60           N
2962          No_PP                                  360                    60           N
2963          No_PP                                  360                    60           N
2964          Prepay                                 360                    60           N
2965          Prepay                                 360                    60           N
2966          No_PP                                  360                    60           N
2967          Prepay                                 360                    60           N
2968          Prepay                                 360                    60           N
2969          Prepay                                 360                    60           N
2970          No_PP                                  360                    60           N
2971          No_PP                                  360                    60           N
2972          No_PP                                  360                    60           N
2973          Prepay                                 360                    60           N
2974          Prepay                                 360                    60           N
2975          Prepay                                 360                    60           N
2976          Prepay                                 360                    60           N
2977          Prepay                                 360                    60           N
2978          Prepay                                 360                    60           N
2979          No_PP                                  360                    60           N
2980          Prepay                                 480                    36           N
2981          No_PP                                  360                    60           N
2982          Prepay                                 360                    60           N
2983          Prepay                                 360                    60           N
2984          No_PP                                  360                    60           N
2985          Prepay                                 360                    60           N
2986          Prepay                                 360                    60           N
2987          Prepay                                 360                    60           N
2988          Prepay                                 360                    60           N
2989          Prepay                                 360                    60           N
2990          Prepay                                 360                    60           N
2991          No_PP                                  360                    60           N
2992          No_PP                                  360                    60           N
2993          Prepay                                 360                    60           N
2994          Prepay                                 360                    60           N
2995          Prepay                                 360                    60           N
2996          Prepay                                 360                    36           N
2997          No_PP                                  360                    60           N
2998          Prepay                                 360                    36           N
2999          No_PP                                  360                    36           N
3000          No_PP                                  360                    60           N
3001          Prepay                                 360                    60           N
3002          Prepay                                 360                    60           N
3003          Prepay                                 360                    60           N
3004          Prepay                                 360                    60           N
3005          Prepay                                 360                    60           N
3006          Prepay                                 360                    60           N
3007          Prepay                                 360                    60           N
3008          Prepay                                 360                    60           N
3009          Prepay                                 360                    60           N
3010          Prepay                                 360                    60           N
3011          Prepay                                 360                    60           N
3012          No_PP                                  360                    60           N
3013          No_PP                                  360                    60           N
3014          Prepay                                 360                    60           N
3015          Prepay                                 360                    60           N
3016          No_PP                                  360                    60           N
3017          No_PP                                  360                    60           N
3018          No_PP                                  360                    60           N
3019          No_PP                                  360                    36           N
3020          No_PP                                  360                    60           N
3021          No_PP                                  360                    60           N
3022          No_PP                                  360                    60           N
3023          Prepay                                 360                    60           N
3024          Prepay                                 360                    60           N
3025          Prepay                                 360                    84           N
3026          Prepay                                 360                    60           N
3027          Prepay                                 360                    60           N
3028          Prepay                                 360                    60           N
3029          Prepay                                 360                    60           N
3030          No_PP                                  360                    60           N
3031          No_PP                                  360                    60           N
3032          No_PP                                  360                    60           N
3033          No_PP                                  360                    60           N
3034          No_PP                                  360                    60           N
3035          Prepay                                 360                    60           N
3036          No_PP                                  360                    60           N
3037          No_PP                                  360                    60           N
3038          No_PP                                  360                    60           N
3039          No_PP                                  360                    60           N
3040          No_PP                                  360                    60           N
3041          No_PP                                  360                    60           N
3042          No_PP                                  360                    60           N
3043          Prepay                                 360                    60           N
3044          Prepay                                 360                    60           N
3045          Prepay                                 360                    60           N
3046          Prepay                                 360                    60           N
3047          No_PP                                  360                    84           N
3048          No_PP                                  360                    84           N
3049          No_PP                                  360                    84           N
3050          No_PP                                  360                    84           N
3051          No_PP                                  360                    60           N
3052          No_PP                                  360                    60           N
3053          No_PP                                  360                    84           N
3054          No_PP                                  360                    84           N
3055          No_PP                                  360                    84           N
3056          Prepay                                 360                    84           N
3057          No_PP                                  360                    84           N
3058          No_PP                                  360                    84           N
3059          Prepay                                 360                    84           N
3060          No_PP                                  360                    60           N
3061          No_PP                                  360                    60           N
3062          Prepay                                 360                    84           N
3063          No_PP                                  360                    84           N
3064          Prepay                                 360                    84           N
3065          Prepay                                 360                    84           N
3066          Prepay                                 360                    84           N
3067          Prepay                                 360                    84           N
3068          No_PP                                  360                    60           N
3069          Prepay                                 360                    84           N
3070          Prepay                                 360                    84           N
3071          No_PP                                  360                    60           N
3072          Prepay                                 360                    84           N
3073          No_PP                                  360                    84           N
3074          Prepay                                 360                    84           N
3075          Prepay                                 360                    84           N
3076          No_PP                                  360                    84           N
3077          No_PP                                  360                    84           N
3078          No_PP                                  360                    60           N
3079          No_PP                                  360                    60           N
3080          No_PP                                  360                    84           N
3081          No_PP                                  360                    60           N
3082          No_PP                                  360                    84           N
3083          No_PP                                  360                    60           N
3084          No_PP                                  360                    84           N
3085          Prepay                                 360                    84           N
3086          No_PP                                  360                    84           N
3087          Prepay                                 360                    84           N
3088          No_PP                                  360                    84           N
3089          No_PP                                  360                    84           N
3090          No_PP                                  360                    84           N
3091          No_PP                                  360                    60           N
3092          No_PP                                  360                    84           N
3093          No_PP                                  360                    84           N
3094          Prepay                                 360                    84           N
3095          Prepay                                 360                    84           N
3096          No_PP                                  360                    60           N
3097          No_PP                                  360                    84           N
3098          No_PP                                  360                    84           N
3099          Prepay                                 360                    84           N
3100          No_PP                                  360                    84           N
3101          No_PP                                  360                    84           N
3102          No_PP                                  360                    84           N
3103          No_PP                                  360                    84           N
3104          Prepay                                 360                    84           N
3105          No_PP                                  360                    84           N
3106          No_PP                                  360                    84           N
3107          Prepay                                 360                    60           N
3108          Prepay                                 360                    84           N
3109          Prepay                                 360                    84           N
3110          No_PP                                  360                    84           N
3111          Prepay                                 360                    84           N
3112          Prepay                                 360                    84           N
3113          Prepay                                 360                    84           N
3114          No_PP                                  360                    84           N
3115          No_PP                                  360                    84           N
3116          No_PP                                  360                    84           N
3117          No_PP                                  360                    84           N
3118          Prepay                                 360                    84           N
3119          Prepay                                 360                    84           N
3120          No_PP                                  360                    84           N
3121          No_PP                                  360                    84           N
3122          Prepay                                 360                    84           N
3123          Prepay                                 360                    60           N
3124          No_PP                                  360                    84           N
3125          No_PP                                  360                    84           N
3126          No_PP                                  360                    84           N
3127          No_PP                                  360                    84           N
3128          No_PP                                  360                    60           N
3129          No_PP                                  360                    84           N
3130          No_PP                                  360                    84           N
3131          No_PP                                  360                    60           N
3132          No_PP                                  360                    84           N
3133          Prepay                                 360                    84           N
3134          No_PP                                  360                    84           N
3135          No_PP                                  360                    84           N
3136          No_PP                                  360                    60           N
3137          No_PP                                  360                    84           N
3138          No_PP                                  360                    84           N
3139          No_PP                                  360                    84           N
3140          Prepay                                 360                    84           N
3141          Prepay                                 360                    84           N
3142          Prepay                                 360                    84           N
3143          Prepay                                 360                    84           N
3144          No_PP                                  360                    84           N
3145          No_PP                                  360                    84           N
3146          No_PP                                  360                    60           N
3147          No_PP                                  360                    84           N
3148          No_PP                                  360                    84           N
3149          No_PP                                  360                    84           N
3150          Prepay                                 360                    60           N
3151          No_PP                                  360                    84           N
3152          No_PP                                  360                    84           N
3153          No_PP                                  360                    60           N
3154          Prepay                                 360                    84           N
3155          No_PP                                  360                    60           N
3156          No_PP                                  360                    84           N
3157          No_PP                                  360                    84           N
3158          Prepay                                 360                    84           N
3159          No_PP                                  360                    84           N
3160          No_PP                                  360                    60           N
3161          Prepay                                 360                    84           N
3162          Prepay                                 360                    60           N
3163          Prepay                                 360                    84           N
3164          Prepay                                 360                    84           N
3165          No_PP                                  360                    60           N
3166          No_PP                                  360                    84           N
3167          No_PP                                  360                    84           N
3168          No_PP                                  360                    84           N
3169          No_PP                                  360                    84           N
3170          No_PP                                  360                    60           N
3171          No_PP                                  360                    84           N
3172          No_PP                                  360                    84           N
3173          No_PP                                  360                    60           N
3174          Prepay                                 360                    84           N
3175          Prepay                                 360                    84           N
3176          Prepay                                 360                    84           N
3177          No_PP                                  360                    84           N
3178          No_PP                                  360                    60           N
3179          No_PP                                  360                    84           N
3180          Prepay                                 360                    84           N
3181          No_PP                                  360                    60           N
3182          Prepay                                 360                    84           N
3183          Prepay                                 360                    84           N
3184          Prepay                                 360                    84           N
3185          No_PP                                  360                    84           N
3186          No_PP                                  360                    84           N
3187          No_PP                                  360                    60           N
3188          Prepay                                 360                    60           N
3189          Prepay                                 360                    60           N
3190          Prepay                                 360                    60           N
3191          No_PP                                  360                    36           N
3192          Prepay                                 360                    60           N
3193          Prepay                                 360                    60           N
3194          Prepay                                 360                    36           N
3195          No_PP                                  360                    60           N
3196          Prepay                                 360                    60           N
3197          Prepay                                 360                    60           N
3198          Prepay                                 360                    60           N
3199          Prepay                                 360                    60           N
3200          No_PP                                  360                    60           N
3201          No_PP                                  360                    60           N
3202          No_PP                                  360                    60           N
3203          No_PP                                  360                    60           N
3204          No_PP                                  360                    36           N
3205          No_PP                                  360                    60           N
3206          No_PP                                  360                    36           N
3207          No_PP                                  360                    60           N
3208          No_PP                                  360                    60           N
3209          Prepay                                 360                    60           N
3210          Prepay                                 360                    60           N
3211          No_PP                                  360                    60           N
3212          No_PP                                  360                    60           N
3213          No_PP                                  360                    60           N
3214          Prepay                                 360                    60           N
3215          No_PP                                  360                    60           N
3216          Prepay                                 360                    60           N
3217          Prepay                                 360                    60           N
3218          Prepay                                 360                    60           N
3219          Prepay                                 360                    60           N
3220          Prepay                                 360                    60           N
3221          Prepay                                 360                    60           N
3222          Prepay                                 360                    60           N
3223          No_PP                                  360                    60           N
3224          No_PP                                  360                    60           N
3225          Prepay                                 360                    60           N
3226          Prepay                                 360                    60           N
3227          No_PP                                  360                    60           N
3228          Prepay                                 360                    84           N
3229          No_PP                                  360                    60           N
3230          Prepay                                 360                    60           N
3231          No_PP                                  360                    60           N
3232          Prepay                                 360                    60           N
3233          Prepay                                 360                    60           N
3234          No_PP                                  360                    60           N
3235          Prepay                                 360                    60           N
3236          No_PP                                  360                    60           N
3237          No_PP                                  360                    60           N
3238          Prepay                                 360                    60           N
3239          No_PP                                  360                    60           N
3240          No_PP                                  360                    84           N
3241          No_PP                                  360                    60           N
3242          No_PP                                  360                    60           N
3243          No_PP                                  360                    60           N
3244          Prepay                                 360                    60           N
3245          Prepay                                 360                    60           N
3246          Prepay                                 360                    60           N
3247          Prepay                                 360                    60           N
3248          Prepay                                 360                    60           N
3249          Prepay                                 360                    60           N
3250          Prepay                                 360                    60           N
3251          Prepay                                 360                    60           N
3252          Prepay                                 360                    60           N
3253          Prepay                                 360                    60           N
3254          Prepay                                 360                    60           N
3255          Prepay                                 360                    60           N
3256          Prepay                                 360                    60           N
3257          Prepay                                 360                    60           N
3258          Prepay                                 360                    60           N
3259          No_PP                                  360                    60           N
3260          Prepay                                 360                    60           N
3261          No_PP                                  360                    60           N
3262          No_PP                                  360                    60           N
3263          No_PP                                  360                    60           N
3264          Prepay                                 360                    60           N
3265          Prepay                                 360                    60           N
3266          No_PP                                  360                    60           N
3267          No_PP                                  360                    60           N
3268          Prepay                                 360                    60           N
3269          Prepay                                 360                    60           N
3270          No_PP                                  360                    60           N
3271          Prepay                                 360                    60           N
3272          Prepay                                 360                    60           N
3273          Prepay                                 360                    60           N
3274          No_PP                                  360                    60           N
3275          Prepay                                 360                    60           N
3276          Prepay                                 360                    60           N
3277          Prepay                                 360                    60           N
3278          Prepay                                 360                    60           N
3279          Prepay                                 360                    60           N
3280          Prepay                                 360                    60           N
3281          Prepay                                 360                    60           N
3282          Prepay                                 360                    60           N
3283          Prepay                                 360                    60           N
3284          No_PP                                  360                    60           N
3285          Prepay                                 360                    60           N
3286          Prepay                                 360                    60           N
3287          No_PP                                  360                    60           N
3288          Prepay                                 360                    60           N
3289          Prepay                                 360                    60           N
3290          No_PP                                  360                    60           N
3291          Prepay                                 360                    60           N
3292          No_PP                                  360                    60           N
3293          No_PP                                  360                    60           N
3294          Prepay                                 360                    60           N
3295          Prepay                                 360                    60           N
3296          No_PP                                  360                    60           N
3297          No_PP                                  360                    60           N
3298          Prepay                                 360                    60           N
3299          Prepay                                 360                    60           N
3300          Prepay                                 360                    60           N
3301          Prepay                                 360                    60           N
3302          Prepay                                 360                    60           N
3303          Prepay                                 360                    60           N
3304          No_PP                                  360                    60           N
3305          Prepay                                 360                    60           N
3306          Prepay                                 360                    60           N
3307          Prepay                                 360                    60           N
3308          Prepay                                 360                    60           N
3309          Prepay                                 360                    60           N
3310          No_PP                                  360                    60           N
3311          No_PP                                  360                    60           N
3312          No_PP                                  360                    84           N
3313          Prepay                                 360                    60           N
3314          Prepay                                 360                    60           N
3315          No_PP                                  360                    60           N
3316          Prepay                                 360                    60           N
3317          No_PP                                  360                    60           N
3318          Prepay                                 360                    60           N
3319          No_PP                                  360                    60           N
3320          No_PP                                  360                    60           N
3321          No_PP                                  360                    60           N
3322          Prepay                                 360                    60           N
3323          Prepay                                 360                    60           N
3324          No_PP                                  360                    60           N
3325          No_PP                                  360                    60           N
3326          Prepay                                 360                    60           N
3327          No_PP                                  360                    60           N
3328          No_PP                                  360                    60           N
3329          Prepay                                 360                    60           N
3330          No_PP                                  360                    60           N
3331          Prepay                                 360                    60           N
3332          Prepay                                 360                    60           N
3333          No_PP                                  360                    60           N
3334          No_PP                                  360                    60           N
3335          Prepay                                 360                    60           N
3336          No_PP                                  360                    36           N
3337          Prepay                                 360                    84           N
3338          Prepay                                 360                    60           N
3339          Prepay                                 360                    60           N
3340          Prepay                                 360                    60           N
3341          No_PP                                  360                    84           N
3342          Prepay                                 360                    60           N
3343          No_PP                                  360                    60           N
3344          No_PP                                  360                    36           N
3345          Prepay                                 360                    60           N
3346          No_PP                                  360                    60           N
3347          No_PP                                  360                    60           N
3348          Prepay                                 360                    60           N
3349          No_PP                                  360                    36           N
3350          No_PP                                  360                    60           N
3351          Prepay                                 360                    60           N
3352          No_PP                                  360                    60           N
3353          Prepay                                 360                    60           N
3354          No_PP                                  360                    60           N
3355          No_PP                                  360                    60           N
3356          Prepay                                 360                    18           N
3357          Prepay                                 360                    18           N
3358          Prepay                                 360                    18           N
3359          Prepay                                 360                    60           N
3360          Prepay                                 360                    60           N
3361          Prepay                                 360                    60           N
3362          No_PP                                  360                    60           N
3363          Prepay                                 360                    60           N
3364          Prepay                                 360                    60           N
3365          No_PP                                  360                    60           N
3366          Prepay                                 360                    60           N
3367          No_PP                                  360                    60           N
3368          Prepay                                 360                    60           N
3369          Prepay                                 360                    60           N
3370          Prepay                                 360                    60           N
3371          No_PP                                  360                    60           N
3372          No_PP                                  360                    60           N
3373          No_PP                                  360                    60           N
3374          Prepay                                 360                    60           N
3375          No_PP                                  360                    60           N
3376          No_PP                                  360                    60           N
3377          No_PP                                  360                    60           N
3378          Prepay                                 360                    60           N
3379          No_PP                                  360                    60           N
3380          No_PP                                  360                    60           N
3381          Prepay                                 360                    60           N
3382          No_PP                                  360                    60           N
3383          Prepay                                 360                    60           N
3384          No_PP                                  360                    60           N
3385          No_PP                                  360                    60           N
3386          Prepay                                 360                    60           N
3387          Prepay                                 360                    60           N
3388          Prepay                                 360                    60           N
3389          Prepay                                 360                    60           N
3390          Prepay                                 360                    60           N
3391          Prepay                                 360                    60           N
3392          No_PP                                  360                    60           N
3393          No_PP                                  360                    60           N
3394          Prepay                                 360                    60           N
3395          No_PP                                  360                    60           N
3396          Prepay                                 360                    60           N
3397          Prepay                                 360                    60           N
3398          No_PP                                  360                    60           N
3399          Prepay                                 360                    60           N
3400          No_PP                                  360                    60           N
3401          Prepay                                 360                    60           N
3402          No_PP                                  360                    60           N
3403          No_PP                                  360                    60           N
3404          No_PP                                  360                    60           N
3405          Prepay                                 360                    84           N
3406          Prepay                                 360                    60           N
3407          Prepay                                 360                    12           N
3408          No_PP                                  360                    60           N
3409          No_PP                                  360                    60           N
3410          Prepay                                 360                    12           N
3411          No_PP                                  360                    60           N
3412          No_PP                                  360                    60           N
3413          No_PP                                  360                    60           N
3414          No_PP                                  360                    60           N
3415          No_PP                                  360                    60           N
3416          Prepay                                 360                    60           N
3417          No_PP                                  360                    84           N
3418          No_PP                                  360                    60           N
3419          No_PP                                  360                    36           N
3420          Prepay                                 360                    60           N
3421          Prepay                                 360                    60           N
3422          Prepay                                 360                    60           N
3423          Prepay                                 360                    60           N
3424          Prepay                                 360                    60           N
3425          No_PP                                  360                    60           N
3426          No_PP                                  360                    60           N
3427          Prepay                                 360                    60           N
3428          No_PP                                  360                    60           N
3429          No_PP                                  360                    60           N
3430          Prepay                                 360                    60           N
3431          Prepay                                 360                    60           N
3432          No_PP                                  360                    60           N
3433          Prepay                                 360                    84           N
3434          Prepay                                 360                    60           N
3435          No_PP                                  360                    60           N
3436          No_PP                                  360                    60           N
3437          Prepay                                 360                    60           N
3438          No_PP                                  360                    60           N
3439          Prepay                                 360                    60           N
3440          Prepay                                 360                    60           N
3441          Prepay                                 360                    60           N
3442          No_PP                                  360                    60           N
3443          Prepay                                 360                    60           N
3444          No_PP                                  360                    60           N
3445          No_PP                                  360                    60           N
3446          No_PP                                  360                    60           N
3447          No_PP                                  360                    60           N
3448          No_PP                                  360                    60           N
3449          No_PP                                  360                    60           N
3450          No_PP                                  360                    60           N
3451          No_PP                                  360                    60           N
3452          No_PP                                  360                    60           N
3453          Prepay                                 360                    60           N
3454          No_PP                                  360                    60           N
3455          No_PP                                  360                    60           N
3456          No_PP                                  360                    60           N
3457          Prepay                                 360                    60           N
3458          No_PP                                  360                    60           N
3459          Prepay                                 360                    60           N
3460          Prepay                                 360                    60           N
3461          Prepay                                 360                    60           N
3462          No_PP                                  360                    84           N
3463          No_PP                                  360                    60           N
3464          Prepay                                 360                    60           N
3465          No_PP                                  360                    60           N
3466          Prepay                                 360                    60           N
3467          No_PP                                  360                    60           N
3468          Prepay                                 360                    60           N
3469          No_PP                                  360                    60           N
3470          No_PP                                  360                    60           N
3471          Prepay                                 360                    60           N
3472          No_PP                                  360                    60           N
3473          No_PP                                  360                    60           N
3474          Prepay                                 360                    60           N
3475          Prepay                                 360                    60           N
3476          Prepay                                 360                    60           N
3477          Prepay                                 360                    60           N
3478          Prepay                                 360                    60           N
3479          No_PP                                  360                    60           N
3480          No_PP                                  360                    60           N
3481          Prepay                                 360                    60           N
3482          Prepay                                 360                    60           N
3483          Prepay                                 360                    60           N
3484          Prepay                                 360                    60           N
3485          No_PP                                  360                    60           N
3486          Prepay                                 360                    60           N
3487          No_PP                                  360                    60           N
3488          Prepay                                 360                    60           N
3489          Prepay                                 360                    60           N
3490          Prepay                                 360                    60           N
3491          Prepay                                 360                    60           N
3492          Prepay                                 360                    60           N
3493          No_PP                                  360                    60           N
3494          Prepay                                 360                    60           N
3495          Prepay                                 360                    60           N
3496          Prepay                                 360                    60           N
3497          Prepay                                 360                    60           N
3498          Prepay                                 360                    60           N
3499          Prepay                                 360                    60           N
3500          Prepay                                 360                    60           N
3501          Prepay                                 360                    60           N
3502          Prepay                                 360                    60           N
3503          Prepay                                 360                    60           N
3504          Prepay                                 360                    60           N
3505          No_PP                                  360                    60           N
3506          No_PP                                  360                    60           N
3507          Prepay                                 360                    60           N
3508          No_PP                                  360                    60           N
3509          Prepay                                 360                    60           N
3510          No_PP                                  360                    60           N
3511          Prepay                                 360                    60           N
3512          No_PP                                  360                    60           N
3513          Prepay                                 360                    60           N
3514          Prepay                                 360                    60           N
3515          No_PP                                  360                    60           N
3516          No_PP                                  360                    60           N
3517          No_PP                                  360                    60           N
3518          Prepay                                 360                    60           N
3519          No_PP                                  360                    60           N
3520          No_PP                                  360                    12           N
3521          No_PP                                  360                    12           N
3522          No_PP                                  360                    12           N
3523          Prepay                                 360                    60           N
3524          Prepay                                 360                    60           N
3525          Prepay                                 360                    60           N
3526          Prepay                                 360                    84           N
3527          Prepay                                 360                    60           N
3528          Prepay                                 360                    60           N
3529          Prepay                                 360                    60           N
3530          No_PP                                  360                    60           N
3531          Prepay                                 360                    60           N
3532          No_PP                                  360                    60           N
3533          No_PP                                  360                    60           N
3534          Prepay                                 360                    60           N
3535          No_PP                                  360                    84           N
3536          Prepay                                 360                    60           N
3537          No_PP                                  360                    60           N
3538          Prepay                                 360                    60           N
3539          Prepay                                 480                    60           N
3540          No_PP                                  360                    60           N
3541          Prepay                                 360                    60           N
3542          Prepay                                 360                    60           N
3543          No_PP                                  360                    36           N
3544          No_PP                                  360                    60           N
3545          Prepay                                 360                    60           N
3546          No_PP                                  360                    60           N
3547          Prepay                                 360                    60           N
3548          Prepay                                 360                    60           N
3549          No_PP                                  360                    60           N
3550          Prepay                                 360                    60           N
3551          Prepay                                 360                    60           N
3552          Prepay                                 360                    60           N
3553          Prepay                                 360                    60           N
3554          Prepay                                 360                    60           N
3555          Prepay                                 360                    60           N
3556          No_PP                                  360                    60           N
3557          Prepay                                 360                    60           N
3558          Prepay                                 360                    60           N
3559          Prepay                                 360                    60           N
3560          Prepay                                 360                    60           N
3561          No_PP                                  360                    60           N
3562          No_PP                                  360                    60           N
3563          Prepay                                 360                    60           N
3564          No_PP                                  360                    60           N
3565          Prepay                                 360                    60           N
3566          Prepay                                 360                    36           N
3567          Prepay                                 360                    60           N
3568          Prepay                                 360                    60           N
3569          No_PP                                  360                    36           N
3570          Prepay                                 360                    60           N
3571          Prepay                                 360                    60           N
3572          Prepay                                 360                    60           N
3573          No_PP                                  360                    60           N
3574          No_PP                                  360                    60           N
3575          Prepay                                 480                    60           N
3576          Prepay                                 360                    60           N
3577          No_PP                                  360                    60           N
3578          Prepay                                 360                    60           N
3579          Prepay                                 360                    60           N
3580          No_PP                                  360                    60           N
3581          No_PP                                  360                    84           N
3582          No_PP                                  360                    60           N
3583          Prepay                                 360                    60           N
3584          No_PP                                  360                    60           N
3585          No_PP                                  360                    60           N
3586          No_PP                                  360                    60           N
3587          Prepay                                 480                    60           N
3588          Prepay                                 360                    60           N
3589          Prepay                                 360                    60           N
3590          Prepay                                 360                    60           N
3591          No_PP                                  360                    60           N
3592          No_PP                                  360                    60           N
3593          Prepay                                 360                    60           N
3594          No_PP                                  360                    60           N
3595          No_PP                                  360                    60           N
3596          No_PP                                  360                    60           N
3597          No_PP                                  360                    60           N
3598          Prepay                                 360                    60           N
3599          No_PP                                  360                    60           N
3600          Prepay                                 360                    60           N
3601          No_PP                                  360                    60           N
3602          No_PP                                  360                    60           N
3603          No_PP                                  360                    60           N
3604          Prepay                                 360                    60           N
3605          Prepay                                 360                    60           N
3606          No_PP                                  360                    60           N
3607          Prepay                                 360                    60           N
3608          Prepay                                 360                    60           N
3609          No_PP                                  360                    36           N
3610          Prepay                                 360                    36           N
3611          No_PP                                  360                    60           N
3612          No_PP                                  360                    60           N
3613          No_PP                                  360                    60           N
3614          Prepay                                 360                    60           N
3615          Prepay                                 360                    60           N
3616          No_PP                                  360                    60           N
3617          Prepay                                 360                    60           N
3618          Prepay                                 360                    60           N
3619          No_PP                                  360                    60           N
3620          No_PP                                  360                    84           N
3621          Prepay                                 360                    60           N
3622          Prepay                                 360                    60           N
3623          Prepay                                 360                    60           N
3624          Prepay                                 360                    36           N
3625          No_PP                                  360                    60           N
3626          Prepay                                 360                    60           N
3627          Prepay                                 360                    60           N
3628          Prepay                                 360                    60           N
3629          Prepay                                 360                    60           N
3630          No_PP                                  360                    60           N
3631          Prepay                                 360                    60           N
3632          Prepay                                 360                    60           N
3633          Prepay                                 360                    60           N
3634          Prepay                                 360                    60           N
3635          No_PP                                  360                    60           N
3636          Prepay                                 360                    60           N
3637          No_PP                                  360                    60           N
3638          Prepay                                 360                    60           N
3639          Prepay                                 360                    60           N
3640          No_PP                                  360                    60           N
3641          No_PP                                  360                    60           N
3642          Prepay                                 360                    60           N
3643          Prepay                                 360                    60           N
3644          No_PP                                  360                    60           N
3645          Prepay                                 360                    60           N
3646          Prepay                                 360                    60           N
3647          Prepay                                 360                    60           N
3648          Prepay                                 360                    60           N
3649          Prepay                                 360                    60           N
3650          Prepay                                 360                    60           N
3651          Prepay                                 360                    60           N
3652          Prepay                                 360                    60           N
3653          Prepay                                 360                    60           N
3654          Prepay                                 360                    60           N
3655          Prepay                                 360                    60           N
3656          No_PP                                  360                    60           N
3657          Prepay                                 360                    60           N
3658          Prepay                                 360                    60           N
3659          No_PP                                  360                    60           N
3660          No_PP                                  360                    60           N
3661          No_PP                                  360                    60           N
3662          Prepay                                 360                    60           N
3663          No_PP                                  360                    84           N
3664          Prepay                                 360                    60           N
3665          No_PP                                  360                    60           N
3666          Prepay                                 360                    60           N
3667          No_PP                                  360                    60           N
3668          Prepay                                 360                    60           N
3669          No_PP                                  360                    60           N
3670          Prepay                                 360                    60           N
3671          Prepay                                 360                    60           N
3672          No_PP                                  360                    60           N
3673          No_PP                                  360                    60           N
3674          No_PP                                  360                    60           N
3675          Prepay                                 360                    60           N
3676          No_PP                                  360                    60           N
3677          Prepay                                 360                    60           N
3678          No_PP                                  360                    60           N
3679          No_PP                                  360                    84           N
3680          No_PP                                  360                    60           N
3681          Prepay                                 360                    60           N
3682          No_PP                                  360                    60           N
3683          No_PP                                  360                    60           N
3684          No_PP                                  360                    60           N
3685          No_PP                                  360                    60           N
3686          No_PP                                  360                    60           N
3687          Prepay                                 360                    60           N
3688          Prepay                                 360                    60           N
3689          Prepay                                 360                    60           N
3690          Prepay                                 480                    60           N
3691          No_PP                                  360                    60           N
3692          No_PP                                  360                    60           N
3693          Prepay                                 360                    60           N
3694          No_PP                                  360                    60           N
3695          Prepay                                 480                    60           N
3696          No_PP                                  360                    60           N
3697          Prepay                                 360                    60           N
3698          Prepay                                 360                    60           N
3699          Prepay                                 360                    60           N
3700          Prepay                                 360                    60           N
3701          Prepay                                 360                    60           N
3702          Prepay                                 360                    60           N
3703          Prepay                                 360                    60           N
3704          Prepay                                 360                    60           N
3705          Prepay                                 360                    60           N
3706          Prepay                                 360                    60           N
3707          No_PP                                  360                    60           N
3708          Prepay                                 360                    60           N
3709          Prepay                                 360                    60           N
3710          No_PP                                  360                    24           N
3711          No_PP                                  360                    36           N
3712          No_PP                                  360                    60           N
3713          No_PP                                  360                    60           N
3714          Prepay                                 360                    60           N
3715          No_PP                                  360                    60           N
3716          Prepay                                 360                    60           N
3717          No_PP                                  480                    60           N
3718          No_PP                                  360                    60           N
3719          Prepay                                 360                    60           N
3720          No_PP                                  360                    60           N
3721          No_PP                                  360                    60           N
3722          No_PP                                  360                    60           N
3723          No_PP                                  360                    60           N
3724          Prepay                                 360                    60           N
3725          No_PP                                  360                    60           N
3726          Prepay                                 360                    84           N
3727          No_PP                                  360                    60           N
3728          No_PP                                  360                    60           N
3729          Prepay                                 360                    60           N
3730          Prepay                                 360                    60           N
3731          Prepay                                 360                    60           N
3732          No_PP                                  360                    84           N
3733          No_PP                                  360                    60           N
3734          Prepay                                 360                    60           N
3735          Prepay                                 360                    60           N
3736          No_PP                                  360                    60           N
3737          No_PP                                  360                    60           N
3738          No_PP                                  360                    60           N
3739          Prepay                                 360                    36           N
3740          No_PP                                  360                    60           N
3741          Prepay                                 360                    60           N
3742          No_PP                                  360                    60           N
3743          Prepay                                 360                    60           N
3744          No_PP                                  360                    60           N
3745          Prepay                                 360                    60           N
3746          Prepay                                 360                    60           N
3747          No_PP                                  360                    60           N
3748          No_PP                                  360                    60           N
3749          No_PP                                  360                    60           N
3750          No_PP                                  360                    60           N
3751          No_PP                                  360                    60           N
3752          Prepay                                 360                    60           N
3753          Prepay                                 360                    60           N
3754          No_PP                                  360                    60           N
3755          Prepay                                 360                    60           N
3756          Prepay                                 360                    60           N
3757          Prepay                                 360                    60           N
3758          Prepay                                 360                    60           N
3759          Prepay                                 360                    60           N
3760          Prepay                                 360                    60           N
3761          Prepay                                 360                    60           N
3762          No_PP                                  360                    60           N
3763          Prepay                                 360                    60           N
3764          Prepay                                 360                    60           N
3765          Prepay                                 360                    60           N
3766          Prepay                                 360                    60           N
3767          Prepay                                 360                    60           N
3768          Prepay                                 360                    60           N
3769          No_PP                                  360                    60           N
3770          Prepay                                 360                    60           N
3771          Prepay                                 360                    60           N
3772          No_PP                                  360                    60           N
3773          No_PP                                  360                    60           N
3774          No_PP                                  360                    60           N
3775          No_PP                                  360                    60           N
3776          Prepay                                 480                    60           N
3777          Prepay                                 360                    60           N
3778          Prepay                                 360                    60           N
3779          Prepay                                 480                    60           N
3780          Prepay                                 360                    60           N
3781          Prepay                                 360                    60           N
3782          No_PP                                  360                    60           N
3783          No_PP                                  360                    60           N
3784          Prepay                                 360                    60           N
3785          Prepay                                 360                    60           N
3786          No_PP                                  360                    60           N
3787          No_PP                                  360                    60           N
3788          Prepay                                 360                    60           N
3789          No_PP                                  360                    60           N
3790          Prepay                                 360                    60           N
3791          No_PP                                  360                    60           N
3792          No_PP                                  360                    60           N
3793          No_PP                                  360                    60           N
3794          No_PP                                  360                    60           N
3795          Prepay                                 360                    60           N
3796          Prepay                                 360                    60           N
3797          No_PP                                  360                    60           N
3798          Prepay                                 360                    60           N
3799          Prepay                                 360                    60           N
3800          No_PP                                  360                    60           N
3801          Prepay                                 360                    60           N
3802          Prepay                                 360                    60           N
3803          No_PP                                  360                    60           N
3804          Prepay                                 360                    60           N
3805          Prepay                                 360                    60           N
3806          No_PP                                  360                    60           N
3807          No_PP                                  360                    60           N
3808          No_PP                                  360                    60           N
3809          No_PP                                  360                    60           N
3810          No_PP                                  360                    60           N
3811          Prepay                                 360                    60           N
3812          No_PP                                  360                    60           N
3813          Prepay                                 360                    60           N
3814          Prepay                                 360                    60           N
3815          Prepay                                 360                    60           N
3816          Prepay                                 360                    60           N
3817          Prepay                                 360                    60           N
3818          Prepay                                 360                    60           N
3819          Prepay                                 360                    60           N
3820          Prepay                                 360                    60           N
3821          Prepay                                 360                    60           N
3822          Prepay                                 360                    60           N
3823          No_PP                                  360                    60           N
3824          Prepay                                 360                    60           N
3825          Prepay                                 360                    60           N
3826          Prepay                                 360                    60           N
3827          Prepay                                 360                    60           N
3828          Prepay                                 360                    60           N
3829          Prepay                                 360                    60           N
3830          Prepay                                 360                    60           N
3831          Prepay                                 360                    60           N
3832          Prepay                                 360                    60           N
3833          Prepay                                 360                    60           N
3834          Prepay                                 360                    60           N
3835          No_PP                                  360                    60           N
3836          No_PP                                  360                    60           N
3837          No_PP                                  360                    60           N
3838          No_PP                                  360                    60           N
3839          Prepay                                 360                    60           N
3840          No_PP                                  360                    60           N
3841          No_PP                                  360                    60           N
3842          No_PP                                  360                    84           N
3843          Prepay                                 360                    60           N
3844          Prepay                                 360                    60           N
3845          Prepay                                 360                    60           N
3846          Prepay                                 360                    60           N
3847          No_PP                                  360                    60           N
3848          No_PP                                  360                    36           N
3849          No_PP                                  360                    60           N
3850          No_PP                                  360                    60           N
3851          No_PP                                  360                    60           N
3852          No_PP                                  360                    60           N
3853          Prepay                                 360                    60           N
3854          Prepay                                 360                    60           N
3855          No_PP                                  360                    60           N
3856          Prepay                                 360                    60           N
3857          No_PP                                  360                    60           N
3858          Prepay                                 360                    60           N
3859          Prepay                                 360                    60           N
3860          Prepay                                 360                    60           N
3861          Prepay                                 360                    60           N
3862          No_PP                                  360                    60           N
3863          No_PP                                  360                    60           N
3864          No_PP                                  360                    36           N
3865          Prepay                                 360                    60           N
3866          Prepay                                 360                    84           N
3867          Prepay                                 360                    60           N
3868          No_PP                                  360                    60           N
3869          No_PP                                  360                    60           N
3870          Prepay                                 360                    60           N
3871          No_PP                                  360                    60           N
3872          No_PP                                  360                    60           N
3873          Prepay                                 360                    60           N
3874          Prepay                                 360                    60           N
3875          Prepay                                 360                    60           N
3876          Prepay                                 360                    60           N
3877          No_PP                                  360                    60           N
3878          Prepay                                 360                    36           N
3879          No_PP                                  360                    60           N
3880          Prepay                                 360                    60           N
3881          No_PP                                  360                    60           N
3882          Prepay                                 360                    60           N
3883          Prepay                                 360                    60           N
3884          Prepay                                 360                    60           N
3885          Prepay                                 360                    60           N
3886          Prepay                                 360                    60           N
3887          Prepay                                 360                    60           N
3888          No_PP                                  360                    60           N
3889          No_PP                                  360                    60           N
3890          No_PP                                  360                    60           N
3891          Prepay                                 360                    60           N
3892          No_PP                                  360                    60           N
3893          No_PP                                  360                    60           N
3894          Prepay                                 360                    60           N
3895          No_PP                                  360                    36           N
3896          Prepay                                 360                    60           N
3897          Prepay                                 360                    60           N
3898          No_PP                                  360                    60           N
3899          Prepay                                 360                    60           N
3900          No_PP                                  360                    60           N
3901          No_PP                                  360                    60           N
3902          Prepay                                 360                    60           N
3903          Prepay                                 360                    60           N
3904          No_PP                                  360                    60           N
3905          No_PP                                  360                    60           N
3906          No_PP                                  360                    60           N
3907          No_PP                                  360                    60           N
3908          Prepay                                 360                    60           N
3909          No_PP                                  360                    60           N
3910          No_PP                                  360                    60           N
3911          No_PP                                  360                    60           N
3912          Prepay                                 360                    60           N
3913          No_PP                                  360                    60           N
3914          Prepay                                 360                    60           N
3915          No_PP                                  360                    60           N
3916          No_PP                                  360                    60           N
3917          No_PP                                  360                    60           N
3918          Prepay                                 360                    60           N
3919          Prepay                                 360                    60           N
3920          No_PP                                  360                    60           N
3921          No_PP                                  360                    60           N
3922          No_PP                                  360                    60           N
3923          No_PP                                  360                    60           N
3924          Prepay                                 360                    60           N
3925          Prepay                                 360                    60           N
3926          No_PP                                  360                    60           N
3927          No_PP                                  360                    60           N
3928          Prepay                                 360                    60           N
3929          Prepay                                 360                    60           N
3930          Prepay                                 360                    60           N
3931          No_PP                                  360                    60           N
3932          No_PP                                  360                    60           N
3933          No_PP                                  360                    60           N
3934          No_PP                                  360                    60           N
3935          No_PP                                  360                    60           N
3936          No_PP                                  360                    60           N
3937          No_PP                                  360                    60           N
3938          No_PP                                  360                    60           N
3939          Prepay                                 360                    60           N
3940          Prepay                                 360                    60           N
3941          Prepay                                 360                    60           N
3942          No_PP                                  360                    36           N
3943          Prepay                                 360                    60           N
3944          No_PP                                  360                    60           N
3945          No_PP                                  360                    60           N
3946          Prepay                                 360                    60           N
3947          Prepay                                 360                    60           N
3948          Prepay                                 360                    60           N
3949          Prepay                                 360                    60           N
3950          Prepay                                 360                    60           N
3951          Prepay                                 360                    60           N
3952          No_PP                                  360                    60           N
3953          Prepay                                 360                    60           N
3954          Prepay                                 360                    60           N
3955          No_PP                                  360                    60           N
3956          Prepay                                 360                    60           N
3957          Prepay                                 360                    60           N
3958          Prepay                                 360                    60           N
3959          Prepay                                 360                    60           N
3960          Prepay                                 360                    60           N
3961          No_PP                                  360                    60           N
3962          Prepay                                 360                    60           N
3963          No_PP                                  360                    60           N
3964          Prepay                                 360                    60           N
3965          Prepay                                 360                    60           N
3966          Prepay                                 360                    60           N
3967          Prepay                                 360                    60           N
3968          Prepay                                 360                    60           N
3969          Prepay                                 360                    60           N
3970          No_PP                                  360                    60           N
3971          No_PP                                  360                    84           N
3972          No_PP                                  360                    60           N
3973          No_PP                                  360                    60           N
3974          Prepay                                 360                    60           N
3975          No_PP                                  360                    60           N
3976          No_PP                                  360                    60           N
3977          No_PP                                  360                    60           N
3978          No_PP                                  360                    60           N
3979          Prepay                                 360                    60           N
3980          No_PP                                  360                    60           N
3981          Prepay                                 360                    60           N
3982          No_PP                                  360                    60           N
3983          No_PP                                  360                    36           N
3984          Prepay                                 360                    60           N
3985          No_PP                                  360                    60           N
3986          No_PP                                  360                    60           N
3987          No_PP                                  360                    60           N
3988          Prepay                                 360                    60           N
3989          Prepay                                 360                    60           N
3990          Prepay                                 360                    60           N
3991          Prepay                                 360                    60           N
3992          No_PP                                  360                    60           N
3993          Prepay                                 360                    60           N
3994          No_PP                                  360                    60           N
3995          No_PP                                  360                    60           N
3996          No_PP                                  360                    60           N
3997          No_PP                                  360                    60           N
3998          No_PP                                  360                    60           N
3999          Prepay                                 480                    60           N
4000          Prepay                                 360                    60           N
4001          No_PP                                  360                    60           N
4002          Prepay                                 360                    84           N
4003          No_PP                                  360                    60           N
4004          Prepay                                 360                    60           N
4005          Prepay                                 360                    60           N
4006          No_PP                                  360                    60           N
4007          No_PP                                  360                    60           N
4008          No_PP                                  360                    60           N
4009          No_PP                                  360                    60           N
4010          No_PP                                  360                    60           N
4011          No_PP                                  360                    60           N
4012          Prepay                                 360                    60           N
4013          No_PP                                  360                    60           N
4014          No_PP                                  360                    60           N
4015          No_PP                                  360                    60           N
4016          Prepay                                 360                    60           N
4017          No_PP                                  360                    60           N
4018          No_PP                                  360                    36           N
4019          No_PP                                  360                    60           N
4020          Prepay                                 360                    60           N
4021          No_PP                                  360                    12           N
4022          No_PP                                  360                    84           N
4023          No_PP                                  360                    84           N
4024          Prepay                                 360                    84           N
4025          No_PP                                  360                    84           N
4026          No_PP                                  360                    84           N
4027          Prepay                                 360                    84           N
4028          Prepay                                 360                    84           N
4029          No_PP                                  360                    84           N
4030          No_PP                                  360                    84           N
4031          No_PP                                  360                    84           N
4032          No_PP                                  360                    84           N
4033          Prepay                                 360                    84           N
4034          No_PP                                  360                    84           N
4035          No_PP                                  360                    84           N
4036          Prepay                                 360                    84           N
4037          No_PP                                  360                    84           N
4038          No_PP                                  360                    84           N
4039          Prepay                                 360                    84           N
4040          No_PP                                  360                    84           N
4041          Prepay                                 360                    84           N
4042          Prepay                                 360                    84           N
4043          No_PP                                  360                    84           N
4044          Prepay                                 360                    84           N
4045          Prepay                                 360                    84           N
4046          No_PP                                  360                    84           N
4047          No_PP                                  360                    84           N
4048          Prepay                                 360                    84           N
4049          No_PP                                  360                    84           N
4050          No_PP                                  360                    84           N
4051          Prepay                                 360                    84           N
4052          No_PP                                  360                    84           N
4053          Prepay                                 360                    84           N
4054          No_PP                                  360                    84           N
4055          Prepay                                 360                    84           N
4056          No_PP                                  360                    84           N
4057          No_PP                                  360                    84           N
4058          Prepay                                 360                    84           N
4059          No_PP                                  360                    84           N
4060          No_PP                                  360                    84           N
4061          No_PP                                  360                    84           N
4062          No_PP                                  360                    84           N
4063          Prepay                                 360                    84           N
4064          No_PP                                  360                    84           N
4065          No_PP                                  360                    84           N
4066          No_PP                                  360                    84           N
4067          No_PP                                  360                    84           N
4068          No_PP                                  360                    84           N
4069          No_PP                                  360                    84           N
4070          No_PP                                  360                    84           N
4071          No_PP                                  360                    84           N
4072          Prepay                                 360                    84           N
4073          No_PP                                  360                    84           N
4074          No_PP                                  360                    84           N
4075          No_PP                                  360                    84           N
4076          No_PP                                  360                    84           N
4077          No_PP                                  360                    84           N
4078          No_PP                                  360                    84           N
4079          No_PP                                  360                    84           N
4080          Prepay                                 360                    84           N
4081          Prepay                                 360                    84           N
4082          Prepay                                 360                    84           N
4083          No_PP                                  360                    84           N
4084          Prepay                                 360                    84           N
4085          No_PP                                  360                    60           N
4086          No_PP                                  360                    60           N
4087          No_PP                                  360                    36           N
4088          No_PP                                  360                    24           N
4089          No_PP                                  300                    42           N
4090          No_PP                                  300                    12           N
4091          No_PP                                  300                     6           N
4092          No_PP                                  360                    60           N
4093          No_PP                                  360                    60           N
4094          No_PP                                  360                    60           N
4095          No_PP                                  360                    60           N
4096          No_PP                                  360                    60           N
4097          No_PP                                  360                    60           N
4098          No_PP                                  360                    60           N
4099          No_PP                                  360                    60           N
4100          No_PP                                  360                    60           N
4101          No_PP                                  360                    60           N
4102          No_PP                                  360                    60           N
4103          No_PP                                  360                    60           N
4104          No_PP                                  360                    60           N
4105          No_PP                                  360                    60           N
4106          No_PP                                  360                    36           N
4107          No_PP                                  360                    60           N
4108          No_PP                                  360                    36           N
4109          No_PP                                  480                    60           N
4110          Prepay                                 360                    60           N
4111          Prepay                                 360                    84           N
4112          No_PP                                  360                    60           N
4113          Prepay                                 360                    60           N
4114          No_PP                                  360                    60           N
4115          No_PP                                  360                    60           N
4116          No_PP                                  360                    60           N
4117          Prepay                                 360                    60           N
4118          Prepay                                 360                    60           N
4119          No_PP                                  360                    60           N
4120          No_PP                                  360                    60           N
4121          No_PP                                  360                    60           N
4122          No_PP                                  360                    60           N
4123          No_PP                                  360                    60           N
4124          Prepay                                 360                    60           N
4125          Prepay                                 360                    60           N
4126          Prepay                                 360                    60           N
4127          No_PP                                  360                    60           N
4128          Prepay                                 360                    60           N
4129          No_PP                                  360                    60           N
4130          No_PP                                  360                    60           N
4131          No_PP                                  360                    60           N
4132          No_PP                                  360                    60           N
4133          Prepay                                 360                    60           N
4134          No_PP                                  360                    60           N
4135          Prepay                                 360                    36           N
4136          Prepay                                 360                    60           N
4137          Prepay                                 360                    60           N
4138          No_PP                                  360                    60           N
4139          Prepay                                 360                    60           N
4140          No_PP                                  360                    60           N
4141          Prepay                                 360                    60           N
4142          Prepay                                 360                    84           N
4143          No_PP                                  360                    60           N
4144          No_PP                                  360                    36           N
4145          No_PP                                  360                    60           N
4146          No_PP                                  360                    60           N
4147          Prepay                                 360                    60           N
4148          Prepay                                 360                    60           N
4149          Prepay                                 360                    60           N
4150          Prepay                                 360                    60           N
4151          No_PP                                  360                    36           N
4152          No_PP                                  360                    60           N
4153          No_PP                                  360                    60           N
4154          No_PP                                  360                    60           N
4155          No_PP                                  360                    60           N
4156          No_PP                                  360                    36           N
4157          No_PP                                  360                    60           N
4158          Prepay                                 360                    84           N
4159          No_PP                                  360                    60           N
4160          Prepay                                 360                    60           N
4161          Prepay                                 360                    60           N
4162          No_PP                                  360                    60           N
4163          No_PP                                  360                    60           N
4164          No_PP                                  360                    60           N
4165          No_PP                                  360                    60           N
4166          Prepay                                 360                    60           N
4167          Prepay                                 360                    60           N
4168          No_PP                                  360                    60           N
4169          Prepay                                 360                    60           N
4170          Prepay                                 360                    60           N
4171          No_PP                                  360                    60           N
4172          No_PP                                  360                    60           N
4173          No_PP                                  360                    60           N
4174          Prepay                                 360                    60           N
4175          No_PP                                  360                    60           N
4176          No_PP                                  360                    60           N
4177          No_PP                                  360                    60           N
4178          No_PP                                  360                    60           N
4179          Prepay                                 360                    60           N
4180          Prepay                                 360                    60           N
4181          No_PP                                  360                    60           N
4182          No_PP                                  360                    60           N
4183          Prepay                                 360                    60           N
4184          Prepay                                 360                    60           N
4185          Prepay                                 360                    60           N
4186          Prepay                                 360                    60           N
4187          Prepay                                 360                    60           N
4188          Prepay                                 360                    60           N
4189          Prepay                                 360                    60           N
4190          Prepay                                 360                    60           N
4191          Prepay                                 360                    60           N
4192          Prepay                                 360                    60           N
4193          Prepay                                 360                    60           N
4194          Prepay                                 360                    60           N
4195          Prepay                                 360                    60           N
4196          No_PP                                  360                    60           N
4197          Prepay                                 360                    60           N
4198          No_PP                                  360                    60           N
4199          No_PP                                  360                    60           N
4200          No_PP                                  360                    60           N
4201          No_PP                                  360                    60           N
4202          Prepay                                 360                    60           N
4203          Prepay                                 360                    60           N
4204          Prepay                                 360                    60           N
4205          Prepay                                 360                    60           N
4206          Prepay                                 360                    60           N
4207          Prepay                                 360                    60           N
4208          Prepay                                 360                    60           N
4209          Prepay                                 360                    60           N
4210          Prepay                                 360                    60           N
4211          Prepay                                 360                    60           N
4212          No_PP                                  360                     6           N
4213          Prepay                                 360                    36           N
4214          Prepay                                 360                    60           N
4215          Prepay                                 360                    60           N
4216          Prepay                                 360                    60           N
4217          Prepay                                 360                    60           N
4218          Prepay                                 360                    60           N
4219          Prepay                                 360                    60           N
4220          Prepay                                 360                    60           N
4221          No_PP                                  360                    60           N
4222          Prepay                                 360                    36           N
4223          No_PP                                  360                    36           N
4224          No_PP                                  360                    60           N
4225          No_PP                                  360                    60           N
4226          No_PP                                  360                    60           N
4227          Prepay                                 360                    60           N
4228          No_PP                                  360                    60           N
4229          Prepay                                 360                    60           N
4230          No_PP                                  360                    60           N
4231          Prepay                                 360                    60           N
4232          Prepay                                 360                    60           N
4233          No_PP                                  360                    60           N
4234          No_PP                                  360                    60           N
4235          Prepay                                 360                    60           N
4236          Prepay                                 360                    60           N
4237          Prepay                                 360                    60           N
4238          Prepay                                 360                    60           N
4239          No_PP                                  360                    60           N
4240          Prepay                                 360                    60           N
4241          No_PP                                  360                    60           N
4242          No_PP                                  360                    60           N
4243          Prepay                                 360                    60           N
4244          Prepay                                 360                    60           N
4245          No_PP                                  360                    60           N
4246          Prepay                                 360                    60           N
4247          No_PP                                  360                    60           N
4248          No_PP                                  360                    60           N
4249          Prepay                                 360                    60           N
4250          No_PP                                  360                    60           N
4251          Prepay                                 360                    60           N
4252          No_PP                                  360                    60           N
4253          No_PP                                  360                    36           N
4254          No_PP                                  360                    60           N
4255          No_PP                                  360                    60           N
4256          Prepay                                 360                    60           N
4257          Prepay                                 360                    60           N
4258          Prepay                                 360                    60           N
4259          Prepay                                 360                    60           N
4260          No_PP                                  360                    60           N
4261          No_PP                                  360                    60           N
4262          Prepay                                 360                    60           N
4263          Prepay                                 360                    60           N
4264          No_PP                                  360                    60           N
4265          No_PP                                  360                    60           N
4266          Prepay                                 360                    60           N
4267          No_PP                                  360                    60           N
4268          Prepay                                 360                    36           N
4269          Prepay                                 360                    60           N
4270          Prepay                                 360                    60           N
4271          No_PP                                  360                    84           N
4272          No_PP                                  360                    60           N
4273          No_PP                                  360                    60           N
4274          No_PP                                  360                    60           N
4275          Prepay                                 360                    60           N
4276          Prepay                                 360                    60           N
4277          Prepay                                 360                    60           N
4278          Prepay                                 360                    60           N
4279          No_PP                                  360                    60           N
4280          Prepay                                 360                    60           N
4281          Prepay                                 360                    84           N
4282          Prepay                                 360                    60           N
4283          Prepay                                 360                    60           N
4284          No_PP                                  360                    60           N
4285          No_PP                                  360                    60           N
4286          Prepay                                 360                    60           N
4287          No_PP                                  360                    60           N
4288          No_PP                                  360                    60           N
4289          Prepay                                 360                    60           N
4290          No_PP                                  360                    60           N
4291          Prepay                                 360                    60           N
4292          No_PP                                  360                    60           N
4293          Prepay                                 360                    60           N
4294          No_PP                                  360                    60           N
4295          Prepay                                 360                    60           N
4296          No_PP                                  360                    60           N
4297          No_PP                                  360                    60           N
4298          Prepay                                 360                    60           N
4299          No_PP                                  360                    60           N
4300          No_PP                                  360                    60           N
4301          Prepay                                 360                    60           N
4302          Prepay                                 360                    60           N
4303          No_PP                                  360                    60           N
4304          Prepay                                 360                    60           N
4305          Prepay                                 360                    60           N
4306          No_PP                                  360                    60           N
4307          Prepay                                 360                    60           N
4308          Prepay                                 360                    60           N
4309          Prepay                                 360                    60           N
4310          Prepay                                 360                    60           N
4311          Prepay                                 360                    60           N
4312          No_PP                                  360                    60           N
4313          No_PP                                  360                    60           N
4314          Prepay                                 360                    60           N
4315          Prepay                                 360                    60           N
4316          Prepay                                 360                    60           N
4317          Prepay                                 360                    60           N
4318          No_PP                                  360                    60           N
4319          No_PP                                  360                    60           N
4320          Prepay                                 360                    60           N
4321          Prepay                                 360                    60           N
4322          Prepay                                 360                    60           N
4323          No_PP                                  360                    60           N
4324          Prepay                                 360                    60           N
4325          Prepay                                 360                    60           N
4326          No_PP                                  360                    60           N
4327          Prepay                                 360                    60           N
4328          No_PP                                  360                    60           N
4329          Prepay                                 360                    60           N
4330          No_PP                                  360                    60           N
4331          Prepay                                 360                    24           N
4332          Prepay                                 360                    60           N
4333          No_PP                                  360                    60           N
4334          Prepay                                 360                    60           N
4335          No_PP                                  360                    60           N
4336          Prepay                                 360                    60           N
4337          No_PP                                  360                    60           N
4338          Prepay                                 360                    60           N
4339          Prepay                                 360                    60           N
4340          No_PP                                  360                    60           N
4341          Prepay                                 360                    60           N
4342          No_PP                                  360                    36           N
4343          No_PP                                  360                    60           N
4344          Prepay                                 360                    60           N
4345          No_PP                                  360                    84           N
4346          No_PP                                  360                    60           N
4347          Prepay                                 360                    60           N
4348          No_PP                                  360                    60           N
4349          No_PP                                  360                    60           N
4350          Prepay                                 360                    60           N
4351          No_PP                                  360                    60           N
4352          No_PP                                  360                    60           N
4353          No_PP                                  360                    60           N
4354          No_PP                                  360                    60           N
4355          Prepay                                 360                    60           N
4356          Prepay                                 360                    60           N
4357          Prepay                                 360                    60           N
4358          Prepay                                 360                    60           N
4359          Prepay                                 360                    60           N
4360          Prepay                                 360                    60           N
4361          Prepay                                 360                    60           N
4362          No_PP                                  360                    60           N
4363          Prepay                                 360                    60           N
4364          Prepay                                 360                    60           N
4365          No_PP                                  360                    60           N
4366          Prepay                                 360                    60           N
4367          Prepay                                 360                    60           N
4368          No_PP                                  360                    60           N
4369          No_PP                                  360                    60           N
4370          No_PP                                  360                    60           N
4371          No_PP                                  360                    60           N
4372          Prepay                                 360                    60           N
4373          No_PP                                  360                    60           N
4374          Prepay                                 360                    60           N
4375          Prepay                                 360                    60           N
4376          No_PP                                  360                    60           N
4377          Prepay                                 360                    60           N
4378          No_PP                                  360                    60           N
4379          No_PP                                  360                    60           N
4380          Prepay                                 360                    60           N
4381          Prepay                                 360                    60           N
4382          No_PP                                  360                    84           N
4383          Prepay                                 360                    60           N
4384          No_PP                                  360                    60           N
4385          Prepay                                 360                    84           N
4386          No_PP                                  360                    60           N
4387          Prepay                                 360                    60           N
4388          Prepay                                 360                    84           N
4389          No_PP                                  360                    60           N
4390          No_PP                                  360                    60           N
4391          No_PP                                  360                    60           N
4392          Prepay                                 360                    60           N
4393          No_PP                                  360                    60           N
4394          Prepay                                 360                    60           N
4395          No_PP                                  360                    60           N
4396          No_PP                                  360                    60           N
4397          Prepay                                 360                    36           N
4398          No_PP                                  360                    60           N
4399          Prepay                                 360                    60           N
4400          Prepay                                 360                    60           N
4401          Prepay                                 360                    60           N
4402          No_PP                                  360                    60           N
4403          Prepay                                 360                    60           N
4404          Prepay                                 360                    84           N
4405          Prepay                                 360                    60           N
4406          No_PP                                  360                    60           N
4407          Prepay                                 360                    60           N
4408          Prepay                                 360                    60           N
4409          No_PP                                  360                    60           N
4410          No_PP                                  360                    60           N
4411          No_PP                                  360                    60           N
4412          Prepay                                 360                    84           N
4413          No_PP                                  360                    60           N
4414          No_PP                                  360                    60           N
4415          No_PP                                  360                    60           N
4416          Prepay                                 360                    60           N
4417          No_PP                                  360                    60           N
4418          Prepay                                 360                    60           N
4419          Prepay                                 360                    60           N
4420          No_PP                                  360                    60           N
4421          No_PP                                  360                    60           N
4422          Prepay                                 360                    60           N
4423          No_PP                                  360                    60           N
4424          No_PP                                  360                    60           N
4425          Prepay                                 360                    60           N
4426          Prepay                                 360                    60           N
4427          Prepay                                 360                    60           N
4428          Prepay                                 360                    60           N
4429          Prepay                                 360                    60           N
4430          No_PP                                  360                    60           N
4431          Prepay                                 360                    60           N
4432          Prepay                                 360                    60           N
4433          Prepay                                 360                    60           N
4434          Prepay                                 360                    84           N
4435          Prepay                                 360                    84           N
4436          Prepay                                 360                    24           N
4437          Prepay                                 360                    60           N
4438          No_PP                                  360                    84           N
4439          No_PP                                  360                    60           N


                         STATED_MAT            PORTFOLIO
__________________________________________________________
1                          20360601                 WALN
2                          20360601                 WALN
3                          20360301                 ALT1
4                          20360401                 ALT1
5                          20360401                 ALT1
6                          20351001                 ALT1
7                          20350901                 ALT1
8                          20350901                 ALT1
9                          20360401                 ALT1
10                         20360401                 ALT1
11                         20360601                 WALN
12                         20360601                 WALN
13                         20360601                 WALN
14                         20360601                 WALN
15                         20360601                 AFL2
16                         20360501                 AFL2
17                         20360601                 AFL2
18                         20360301                 AFL2
19                         20360501                 AFL2
20                         20360401                 AFL2
21                         20360601                 AFL2
22                         20360601                 AFL2
23                         20360701                 AFL2
24                         20360601                 AFL2
25                         20360601                 AFL2
26                         20360601                 AFL2
27                         20360601                 WALN
28                         20360601                 WALN
29                         20360601                 WALN
30                         20320301                 CALA
31                         20360501                 AFL2
32                         20360701                 AFL2
33                         20360601                 AFL2
34                         20360601                 AFL2
35                         20360501                 AFL2
36                         20340901                 ALCA
37                         20360601                 WALN
38                         20360601                 WALN
39                         20360601                 WALN
40                         20360601                 WALN
41                         20360601                 AFL2
42                         20360501                 AFL2
43                         20360401                 AFL2
44                         20360601                 AFL2
45                         20350801                 ALCA
46                         20350901                 ALCA
47                         20350201                 ALCA
48                         20350701                 ALCA
49                         20351201                 ALCA
50                         20360601                 WALN
51                         20360601                 WALN
52                         20360701                 AFL2
53                         20360601                 AFL2
54                         20360501                 AFL2
55                         20360501                 AFL2
56                         20360601                 AFL2
57                         20360601                 AFL2
58                         20360701                 AFL2
59                         20360701                 AFL2
60                         20360401                 AFL2
61                         20360601                 ADN1
62                         20360601                 ADN1
63                         20360601                 ADN1
64                         20360601                 ADN1
65                         20360601                 ADN1
66                         20360601                 ADN1
67                         20360601                 ADN1
68                         20360601                 ADN1
69                         20360501                 ADN1
70                         20360501                 ADN1
71                         20360601                 ADN1
72                         20360601                 ADN1
73                         20360601                 ADN1
74                         20300901                 ALCA
75                         20310101                 ALCA
76                         20310101                 ALCA
77                         20310101                 ALCA
78                         20310101                 ALCA
79                         20310301                 ALCA
80                         20310301                 ALCA
81                         20310201                 ALCA
82                         20310401                 ALCA
83                         20310401                 ALCA
84                         20310401                 ALCA
85                         20310401                 ALCA
86                         20360401                 ADN1
87                         20360501                 ADN1
88                         20360401                 ADN1
89                         20360301                 ADN1
90                         20360501                 ADN1
91                         20360501                 AFL2
92                         20360601                 AFL2
93                         20360601                 AFL2
94                         20360601                 AFL2
95                         20360501                 AFL2
96                         20360501                 AFL2
97                         20360601                 AFL2
98                         20360501                 AFL2
99                         20360601                 AFL2
100                        20360501                 AFL2
101                        20360601                 AFL2
102                        20360601                 AFL2
103                        20360601                 AFL2
104                        20360601                 AFL2
105                        20360501                 AFL2
106                        20360501                 AFL2
107                        20360501                 AFL2
108                        20360601                 AFL2
109                        20350901                 ALT1
110                        20360401                 ADN1
111                        20360201                 ADN1
112                        20360201                 ADN1
113                        20360201                 ADN1
114                        20360401                 ADN1
115                        20360401                 ADN1
116                        20360301                 ADN1
117                        20360401                 ADN1
118                        20360401                 ADN1
119                        20360101                 ADN1
120                        20360401                 ADN1
121                        20351201                 ADN1
122                        20360101                 ADN1
123                        20360101                 ADN1
124                        20360101                 ADN1
125                        20360101                 ADN1
126                        20360401                 ADN1
127                        20360201                 ADN1
128                        20360501                 ADN1
129                        20360201                 ADN1
130                        20360401                 ADN1
131                        20360501                 ADN1
132                        20360401                 ADN1
133                        20360401                 ADN1
134                        20360101                 ADN1
135                        20360501                 ADN1
136                        20360501                 ADN1
137                        20360501                 ADN1
138                        20360401                 ADN1
139                        20360501                 ADN1
140                        20360201                 ADN1
141                        20360201                 CWHL
142                        20360501                 ADN1
143                        20360601                 AFL2
144                        20360601                 AFL2
145                        20360601                 AFL2
146                        20460601                 AFL2
147                        20360601                 AFL2
148                        20360601                 AFL2
149                        20360601                 AFL2
150                        20360501                 AFL2
151                        20360601                 AFL2
152                        20360601                 AFL2
153                        20360401                 AFL2
154                        20360601                 AFL2
155                        20360601                 AFL2
156                        20360601                 AFL2
157                        20360601                 AFL2
158                        20360501                 AFL2
159                        20360601                 AFL2
160                        20360601                 AFL2
161                        20360501                 AFL2
162                        20360601                 AFL2
163                        20360601                 AFL2
164                        20360601                 AFL2
165                        20360601                 AFL2
166                        20360601                 AFL2
167                        20360601                 AFL2
168                        20360601                 AFL2
169                        20360601                 AFL2
170                        20360601                 AFL2
171                        20360601                 AFL2
172                        20360701                 AFL2
173                        20360701                 AFL2
174                        20360601                 AFL2
175                        20360501                 AFL2
176                        20360601                 AFL2
177                        20360701                 AFL2
178                        20360501                 AFL2
179                        20360501                 AFL2
180                        20360701                 AFL2
181                        20360601                 AFL2
182                        20360701                 AFL2
183                        20360601                 AFL2
184                        20360601                 AFL2
185                        20360601                 AFL2
186                        20360601                 AFL2
187                        20360601                 AFL2
188                        20360601                 AFL2
189                        20360701                 AFL2
190                        20360701                 AFL2
191                        20360701                 AFL2
192                        20360601                 AFL2
193                        20360601                 AFL2
194                        20360701                 AFL2
195                        20360701                 AFL2
196                        20360701                 AFL2
197                        20360701                 AFL2
198                        20360201                 ALT1
199                        20360401                 ALT1
200                        20351101                 ALT1
201                        20351101                 ALT1
202                        20351201                 ALT1
203                        20351201                 ALT1
204                        20360101                 ALT1
205                        20360501                 ALT1
206                        20360501                 MALT
207                        20360501                 ALT1
208                        20360501                 ALT1
209                        20360501                 ALT1
210                        20360501                 ALT1
211                        20360501                 MALT
212                        20360501                 MALT
213                        20360501                 ALT1
214                        20360401                 ALT1
215                        20360501                 ALT1
216                        20360501                 ALT1
217                        20360501                 ALT1
218                        20360501                 MALT
219                        20360501                 ALT1
220                        20360501                 ALT1
221                        20360501                 MALT
222                        20360201                 ADN1
223                        20360201                 ADN1
224                        20360501                 ADN1
225                        20360501                 ADN1
226                        20360501                 ADN1
227                        20360501                 ADN1
228                        20360501                 ADN1
229                        20360301                 ADN1
230                        20360401                 ADN1
231                        20360301                 ADN1
232                        20360301                 ADN1
233                        20360301                 ADN1
234                        20360401                 ADN1
235                        20360401                 ADN1
236                        20360601                 WALN
237                        20360601                 WALN
238                        20360601                 WALN
239                        20360601                 WALN
240                        20360601                 WALN
241                        20360601                 WALN
242                        20360601                 AFL2
243                        20360601                 AFL2
244                        20360601                 AFL2
245                        20360601                 AFL2
246                        20360601                 AFL2
247                        20360601                 AFL2
248                        20360601                 AFL2
249                        20360601                 AFL2
250                        20360601                 AFL2
251                        20360601                 AFL2
252                        20360601                 AFL2
253                        20360601                 AFL2
254                        20360601                 AFL2
255                        20360601                 AFL2
256                        20360601                 AFL2
257                        20360601                 AFL2
258                        20360601                 AFL2
259                        20360601                 AFL2
260                        20360701                 AFL2
261                        20360601                 AFL2
262                        20360601                 AFL2
263                        20360601                 AFL2
264                        20360601                 AFL2
265                        20360501                 AFL2
266                        20360601                 AFL2
267                        20360601                 AFL2
268                        20360601                 AFL2
269                        20360701                 AFL2
270                        20360601                 AFL2
271                        20360601                 AFL2
272                        20360601                 AFL2
273                        20360601                 AFL2
274                        20360601                 AFL2
275                        20360601                 AFL2
276                        20360601                 AFL2
277                        20360601                 AFL2
278                        20360601                 AFL2
279                        20360601                 AFL2
280                        20360601                 AFL2
281                        20360601                 AFL2
282                        20360701                 AFL2
283                        20360601                 AFL2
284                        20360601                 AFL2
285                        20360601                 AFL2
286                        20360601                 AFL2
287                        20360601                 AFL2
288                        20360601                 AFL2
289                        20360601                 AFL2
290                        20360601                 AFL2
291                        20360601                 AFL2
292                        20360601                 AFL2
293                        20360501                 AFL2
294                        20360601                 AFL2
295                        20360601                 AFL2
296                        20360601                 AFL2
297                        20360601                 AFL2
298                        20360601                 AFL2
299                        20360601                 AFL2
300                        20360601                 AFL2
301                        20360601                 AFL2
302                        20360601                 AFL2
303                        20360601                 AFL2
304                        20360601                 AFL2
305                        20360601                 AFL2
306                        20360601                 AFL2
307                        20360601                 AFL2
308                        20360601                 AFL2
309                        20360601                 AFL2
310                        20360601                 AFL2
311                        20360601                 AFL2
312                        20360601                 AFL2
313                        20360601                 AFL2
314                        20360701                 AFL2
315                        20360601                 AFL2
316                        20360701                 AFL2
317                        20360601                 AFL2
318                        20360601                 AFL2
319                        20360501                 AFL2
320                        20360601                 AFL2
321                        20360601                 AFL2
322                        20360601                 AFL2
323                        20360601                 AFL2
324                        20360601                 AFL2
325                        20360601                 AFL2
326                        20360601                 AFL2
327                        20360601                 AFL2
328                        20360601                 AFL2
329                        20360601                 AFL2
330                        20360601                 AFL2
331                        20360701                 AFL2
332                        20360601                 AFL2
333                        20360601                 AFL2
334                        20360601                 AFL2
335                        20360601                 AFL2
336                        20360601                 AFL2
337                        20360601                 AFL2
338                        20360701                 AFL2
339                        20360701                 AFL2
340                        20360601                 AFL2
341                        20360601                 AFL2
342                        20360601                 AFL2
343                        20360701                 AFL2
344                        20360601                 AFL2
345                        20360601                 AFL2
346                        20360401                 AFL2
347                        20360501                 AFL2
348                        20360601                 AFL2
349                        20360601                 AFL2
350                        20360601                 AFL2
351                        20360501                 AFL2
352                        20360701                 AFL2
353                        20360601                 AFL2
354                        20360601                 AFL2
355                        20360601                 AFL2
356                        20360601                 AFL2
357                        20360501                 AFL2
358                        20360601                 AFL2
359                        20360601                 AFL2
360                        20360601                 AFL2
361                        20360601                 AFL2
362                        20360601                 AFL2
363                        20360601                 AFL2
364                        20360601                 AFL2
365                        20360601                 AFL2
366                        20360601                 AFL2
367                        20360601                 AFL2
368                        20360601                 AFL2
369                        20360601                 AFL2
370                        20360601                 AFL2
371                        20360601                 AFL2
372                        20360601                 AFL2
373                        20360601                 AFL2
374                        20360601                 AFL2
375                        20360601                 AFL2
376                        20360601                 AFL2
377                        20360601                 AFL2
378                        20360601                 AFL2
379                        20360601                 AFL2
380                        20360601                 AFL2
381                        20360601                 AFL2
382                        20360601                 AFL2
383                        20360601                 AFL2
384                        20360601                 AFL2
385                        20360601                 AFL2
386                        20360701                 AFL2
387                        20360601                 AFL2
388                        20360701                 AFL2
389                        20360601                 AFL2
390                        20360601                 AFL2
391                        20360601                 AFL2
392                        20360601                 AFL2
393                        20360601                 AFL2
394                        20360601                 AFL2
395                        20360601                 AFL2
396                        20360601                 AFL2
397                        20360601                 AFL2
398                        20360601                 AFL2
399                        20360601                 AFL2
400                        20360601                 AFL2
401                        20360501                 AFL2
402                        20360401                 AFL2
403                        20360701                 AFL2
404                        20360601                 AFL2
405                        20360601                 AFL2
406                        20360601                 AFL2
407                        20360501                 AFL2
408                        20360501                 AFL2
409                        20360601                 AFL2
410                        20360601                 AFL2
411                        20360601                 AFL2
412                        20360601                 AFL2
413                        20360601                 AFL2
414                        20360601                 AFL2
415                        20360401                 AFL2
416                        20360601                 AFL2
417                        20360601                 AFL2
418                        20360601                 AFL2
419                        20360501                 AFL2
420                        20360501                 AFL2
421                        20360701                 AFL2
422                        20360601                 AFL2
423                        20360501                 AFL2
424                        20360601                 AFL2
425                        20360601                 AFL2
426                        20360601                 AFL2
427                        20360601                 AFL2
428                        20360601                 AFL2
429                        20360601                 AFL2
430                        20360601                 AFL2
431                        20360601                 AFL2
432                        20360601                 AFL2
433                        20360601                 AFL2
434                        20360601                 AFL2
435                        20360601                 AFL2
436                        20360601                 AFL2
437                        20360601                 AFL2
438                        20360601                 AFL2
439                        20360601                 AFL2
440                        20360601                 AFL2
441                        20360601                 AFL2
442                        20360601                 AFL2
443                        20360601                 AFL2
444                        20360601                 AFL2
445                        20360601                 AFL2
446                        20360601                 AFL2
447                        20360601                 AFL2
448                        20360601                 AFL2
449                        20360601                 AFL2
450                        20360601                 AFL2
451                        20360601                 AFL2
452                        20360601                 AFL2
453                        20360601                 AFL2
454                        20360601                 AFL2
455                        20360601                 AFL2
456                        20360601                 AFL2
457                        20360601                 AFL2
458                        20360601                 AFL2
459                        20360601                 AFL2
460                        20360601                 AFL2
461                        20360601                 AFL2
462                        20360601                 AFL2
463                        20360601                 AFL2
464                        20360601                 AFL2
465                        20360601                 AFL2
466                        20360601                 AFL2
467                        20360601                 AFL2
468                        20360601                 AFL2
469                        20360601                 AFL2
470                        20360501                 AFL2
471                        20360601                 AFL2
472                        20360701                 AFL2
473                        20360601                 AFL2
474                        20360601                 AFL2
475                        20360601                 AFL2
476                        20360601                 AFL2
477                        20360601                 AFL2
478                        20360601                 AFL2
479                        20360601                 AFL2
480                        20360501                 AFL2
481                        20360501                 AFL2
482                        20360501                 AFL2
483                        20360501                 AFL2
484                        20360501                 AFL2
485                        20360501                 AFL2
486                        20360601                 AFL2
487                        20360501                 AFL2
488                        20360501                 AFL2
489                        20360601                 AFL2
490                        20360501                 AFL2
491                        20360601                 AFL2
492                        20360601                 AFL2
493                        20360701                 AFL2
494                        20360501                 AFL2
495                        20360601                 AFL2
496                        20360601                 AFL2
497                        20360601                 AFL2
498                        20360601                 AFL2
499                        20360601                 AFL2
500                        20360601                 AFL2
501                        20360601                 AFL2
502                        20360601                 AFL2
503                        20360501                 AFL2
504                        20360601                 AFL2
505                        20360601                 AFL2
506                        20360401                 AFL2
507                        20360601                 AFL2
508                        20360601                 AFL2
509                        20360601                 AFL2
510                        20360401                 ADN1
511                        20360501                 ADN1
512                        20360401                 ADN1
513                        20360401                 ADN1
514                        20360501                 ADN1
515                        20360401                 ADN1
516                        20350601                 ALT1
517                        20360401                 ADN1
518                        20360401                 ADN1
519                        20360401                 ADN1
520                        20350601                 ALT1
521                        20360401                 ADN1
522                        20350601                 ALT1
523                        20350601                 ALT1
524                        20350601                 ALT1
525                        20360201                 ADN1
526                        20360401                 ADN1
527                        20360201                 ADN1
528                        20360401                 ADN1
529                        20360401                 ADN1
530                        20360601                 AFL2
531                        20360601                 AFL2
532                        20360601                 AFL2
533                        20360601                 AFL2
534                        20360601                 AFL2
535                        20360601                 AFL2
536                        20360601                 AFL2
537                        20360501                 AFL2
538                        20360501                 AFL2
539                        20360601                 AFL2
540                        20360601                 AFL2
541                        20360601                 AFL2
542                        20360601                 AFL2
543                        20360601                 AFL2
544                        20360501                 AFL2
545                        20360601                 AFL2
546                        20360601                 AFL2
547                        20360601                 AFL2
548                        20360601                 AFL2
549                        20360601                 AFL2
550                        20360601                 AFL2
551                        20360601                 AFL2
552                        20360601                 AFL2
553                        20360601                 AFL2
554                        20360101                 ADN1
555                        20350601                 ALT1
556                        20360401                 ADN1
557                        20360401                 ADN1
558                        20360601                 WALN
559                        20360601                 AFL2
560                        20360601                 AFL2
561                        20360501                 AFL2
562                        20360601                 AFL2
563                        20360601                 AFL2
564                        20360601                 AFL2
565                        20360601                 AFL2
566                        20360601                 AFL2
567                        20360601                 AFL2
568                        20360601                 AFL2
569                        20360601                 AFL2
570                        20360501                 AFL2
571                        20360601                 AFL2
572                        20360601                 AFL2
573                        20360601                 AFL2
574                        20360501                 AFL2
575                        20360501                 AFL2
576                        20360501                 AFL2
577                        20360701                 AFL2
578                        20360601                 AFL2
579                        20360701                 AFL2
580                        20360601                 AFL2
581                        20360601                 AFL2
582                        20360601                 AFL2
583                        20360601                 AFL2
584                        20360601                 AFL2
585                        20360601                 AFL2
586                        20360501                 AFL2
587                        20360501                 AFL2
588                        20360601                 AFL2
589                        20360601                 AFL2
590                        20360401                 ADN1
591                        20360501                 ADN1
592                        20360501                 ADN1
593                        20350601                 ALT1
594                        20350601                 ALT1
595                        20360101                 ADN1
596                        20360401                 ADN1
597                        20360401                 ADN1
598                        20360401                 ADN1
599                        20360401                 ADN1
600                        20350601                 ALT1
601                        20350601                 ALT1
602                        20360401                 ADN1
603                        20350601                 ALT1
604                        20341001                 AFL2
605                        20360601                 AFL2
606                        20360601                 AFL2
607                        20360701                 AFL2
608                        20360601                 AFL2
609                        20360601                 AFL2
610                        20360601                 AFL2
611                        20360601                 AFL2
612                        20360601                 AFL2
613                        20360601                 AFL2
614                        20360501                 AFL2
615                        20360601                 AFL2
616                        20360501                 AFL2
617                        20360501                 AFL2
618                        20360601                 AFL2
619                        20360601                 AFL2
620                        20360601                 AFL2
621                        20360601                 AFL2
622                        20360601                 AFL2
623                        20360501                 AFL2
624                        20360601                 AFL2
625                        20360601                 AFL2
626                        20360501                 AFL2
627                        20360601                 AFL2
628                        20360601                 AFL2
629                        20360601                 AFL2
630                        20360601                 AFL2
631                        20351101                 ALCA
632                        20351101                 ALCA
633                        20351101                 ALCA
634                        20351201                 ALCA
635                        20351101                 ALCA
636                        20360601                 AFL2
637                        20360501                 AFL2
638                        20360601                 AFL2
639                        20360601                 AFL2
640                        20360401                 AFL2
641                        20360501                 AFL2
642                        20360601                 AFL2
643                        20360601                 AFL2
644                        20360601                 AFL2
645                        20360601                 AFL2
646                        20360701                 AFL2
647                        20360501                 AFL2
648                        20360601                 AFL2
649                        20360601                 AFL2
650                        20360601                 AFL2
651                        20360601                 AFL2
652                        20360601                 AFL2
653                        20360501                 AFL2
654                        20360501                 AFL2
655                        20360601                 AFL2
656                        20360601                 AFL2
657                        20360601                 AFL2
658                        20360601                 AFL2
659                        20360601                 AFL2
660                        20360601                 AFL2
661                        20360601                 AFL2
662                        20360601                 AFL2
663                        20360601                 AFL2
664                        20360601                 AFL2
665                        20360601                 AFL2
666                        20360501                 AFL2
667                        20360601                 AFL2
668                        20360301                 AFL2
669                        20360501                 AFL2
670                        20360501                 AFL2
671                        20360601                 AFL2
672                        20360601                 AFL2
673                        20360601                 AFL2
674                        20360601                 AFL2
675                        20360601                 AFL2
676                        20360601                 AFL2
677                        20360601                 AFL2
678                        20360601                 AFL2
679                        20360501                 AFL2
680                        20360601                 AFL2
681                        20360601                 AFL2
682                        20360601                 AFL2
683                        20360601                 AFL2
684                        20360501                 AFL2
685                        20360401                 AFL2
686                        20360501                 AFL2
687                        20360601                 AFL2
688                        20360601                 AFL2
689                        20360601                 AFL2
690                        20351001                 AFL2
691                        20360701                 AFL2
692                        20360601                 AFL2
693                        20360501                 AFL2
694                        20360601                 AFL2
695                        20360501                 AFL2
696                        20360601                 AFL2
697                        20360501                 AFL2
698                        20360701                 AFL2
699                        20360501                 AFL2
700                        20360501                 AFL2
701                        20360501                 AFL2
702                        20360601                 AFL2
703                        20360601                 AFL2
704                        20360601                 AFL2
705                        20360601                 AFL2
706                        20360501                 AFL2
707                        20360601                 AFL2
708                        20360601                 AFL2
709                        20360601                 AFL2
710                        20360601                 AFL2
711                        20360601                 AFL2
712                        20360601                 AFL2
713                        20360601                 AFL2
714                        20360601                 AFL2
715                        20360601                 AFL2
716                        20360601                 AFL2
717                        20360501                 AFL2
718                        20360701                 AFL2
719                        20360601                 AFL2
720                        20360601                 AFL2
721                        20360501                 AFL2
722                        20360601                 AFL2
723                        20360701                 AFL2
724                        20360601                 AFL2
725                        20360601                 AFL2
726                        20360501                 AFL2
727                        20360601                 AFL2
728                        20360501                 AFL2
729                        20360601                 AFL2
730                        20360601                 AFL2
731                        20360601                 AFL2
732                        20360601                 AFL2
733                        20360601                 AFL2
734                        20360601                 AFL2
735                        20360601                 AFL2
736                        20351201                 ALT1
737                        20360201                 ALT1
738                        20360201                 ALT1
739                        20360301                 ALT1
740                        20360301                 ALT1
741                        20360201                 ALT1
742                        20360301                 ALT1
743                        20360201                 ALT1
744                        20360301                 ALT1
745                        20360301                 ALT1
746                        20360201                 ALT1
747                        20360301                 ALT1
748                        20360301                 ALT1
749                        20360301                 ALT1
750                        20360301                 ALT1
751                        20360301                 ALT1
752                        20360301                 ALT1
753                        20360301                 ALT1
754                        20360301                 ALT1
755                        20360301                 ALT1
756                        20360301                 ALT1
757                        20360301                 ALT1
758                        20360301                 ALT1
759                        20360301                 ALT1
760                        20360301                 ALT1
761                        20360301                 ALT1
762                        20360301                 ALT1
763                        20360301                 ALT1
764                        20360301                 ALT1
765                        20360201                 ALT1
766                        20360301                 ALT1
767                        20360301                 ALT1
768                        20360301                 ALT1
769                        20360301                 ALT1
770                        20360301                 ALT1
771                        20360301                 ALT1
772                        20360301                 ALT1
773                        20360201                 ALT1
774                        20360301                 ALT1
775                        20360301                 ALT1
776                        20360301                 ALT1
777                        20360201                 ALT1
778                        20360301                 ALT1
779                        20360301                 ALT1
780                        20360301                 ALT1
781                        20360301                 ALT1
782                        20360301                 ALT1
783                        20360301                 ALT1
784                        20360301                 ALT1
785                        20360301                 ALT1
786                        20360301                 ALT1
787                        20360201                 ALT1
788                        20360301                 ALT1
789                        20360301                 ALT1
790                        20360301                 ALT1
791                        20360301                 ALT1
792                        20360301                 ALT1
793                        20360201                 ALT1
794                        20360301                 ALT1
795                        20360301                 ALT1
796                        20360301                 ALT1
797                        20360301                 ALT1
798                        20360301                 ALT1
799                        20360301                 ALT1
800                        20360301                 ALT1
801                        20360301                 ALT1
802                        20360201                 ALT1
803                        20360301                 ALT1
804                        20360301                 ALT1
805                        20360201                 ALT1
806                        20360301                 ALT1
807                        20360301                 ALT1
808                        20360301                 ALT1
809                        20360301                 ALT1
810                        20360301                 ALT1
811                        20360301                 ALT1
812                        20360301                 ALT1
813                        20360301                 ALT1
814                        20360301                 ALT1
815                        20360301                 ALT1
816                        20360301                 ALT1
817                        20360301                 ALT1
818                        20360301                 ALT1
819                        20360301                 ALT1
820                        20360301                 ALT1
821                        20360301                 ALT1
822                        20360301                 ALT1
823                        20360301                 ALT1
824                        20360301                 ALT1
825                        20360301                 ALT1
826                        20360301                 ALT1
827                        20360301                 ALT1
828                        20360301                 ALT1
829                        20360301                 ALT1
830                        20360301                 ALT1
831                        20360301                 ALT1
832                        20360301                 ALT1
833                        20351001                 ALT1
834                        20360301                 ALT1
835                        20360301                 ALCA
836                        20360201                 ALCA
837                        20360301                 ALCA
838                        20360201                 ALCA
839                        20360301                 ALCA
840                        20360301                 ALCA
841                        20360301                 ALCA
842                        20351201                 ALT1
843                        20351201                 ALT1
844                        20360101                 ALT1
845                        20351201                 ALT1
846                        20360101                 ALT1
847                        20351201                 ALT1
848                        20351001                 ADN1
849                        20351001                 ADN1
850                        20351101                 ADN1
851                        20350901                 ADN1
852                        20351001                 ADN1
853                        20351101                 ADN1
854                        20360601                 WALN
855                        20360701                 AFL2
856                        20360601                 AFL2
857                        20360601                 AFL2
858                        20360601                 AFL2
859                        20360601                 AFL2
860                        20360601                 AFL2
861                        20360601                 AFL2
862                        20360701                 AFL2
863                        20360501                 AFL2
864                        20360601                 AFL2
865                        20360601                 AFL2
866                        20360501                 AFL2
867                        20360601                 AFL2
868                        20360601                 AFL2
869                        20360601                 AFL2
870                        20360601                 AFL2
871                        20360601                 AFL2
872                        20360601                 AFL2
873                        20360601                 AFL2
874                        20360501                 AFL2
875                        20360601                 AFL2
876                        20360501                 AFL2
877                        20360601                 AFL2
878                        20360601                 AFL2
879                        20360501                 AFL2
880                        20360601                 AFL2
881                        20360601                 AFL2
882                        20360601                 AFL2
883                        20360501                 AFL2
884                        20360601                 AFL2
885                        20360601                 AFL2
886                        20360601                 AFL2
887                        20360601                 AFL2
888                        20360501                 AFL2
889                        20360501                 AFL2
890                        20360601                 AFL2
891                        20360501                 AFL2
892                        20360701                 AFL2
893                        20360601                 AFL2
894                        20360701                 AFL2
895                        20360701                 AFL2
896                        20360501                 AFL2
897                        20360601                 AFL2
898                        20360601                 AFL2
899                        20360501                 AFL2
900                        20360601                 AFL2
901                        20360501                 AFL2
902                        20351201                 ALCA
903                        20310301                 ADN1
904                        20360701                 WALN
905                        20360701                 WALN
906                        20360701                 WALN
907                        20360701                 WALN
908                        20360701                 WALN
909                        20360701                 WALN
910                        20360701                 WALN
911                        20360701                 WALN
912                        20360701                 WALN
913                        20360701                 WALN
914                        20360701                 WALN
915                        20360601                 WALN
916                        20360701                 WALN
917                        20360701                 WALN
918                        20360601                 WALN
919                        20360701                 WALN
920                        20360701                 WALN
921                        20360701                 WALN
922                        20360701                 WALN
923                        20360701                 WALN
924                        20360701                 WALN
925                        20360401                 AFL2
926                        20351001                 AFL2
927                        20360501                 AFL2
928                        20360501                 AFL2
929                        20360501                 AFL2
930                        20360601                 AFL2
931                        20360401                 ADN1
932                        20360401                 ADN1
933                        20360401                 ADN1
934                        20360201                 CWHL
935                        20360401                 ADN1
936                        20360601                 AFL2
937                        20360401                 ADN1
938                        20360401                 ADN1
939                        20360401                 ADN1
940                        20360401                 ADN1
941                        20360401                 ADN1
942                        20360601                 AFL2
943                        20360501                 AFL2
944                        20360701                 AFL2
945                        20360701                 AFL2
946                        20360701                 AFL2
947                        20360701                 AFL2
948                        20360501                 AFL2
949                        20360401                 AFL2
950                        20360501                 AFL2
951                        20360401                 AFL2
952                        20360401                 AFL2
953                        20360401                 AFL2
954                        20360601                 AFL2
955                        20360501                 AFL2
956                        20360501                 AFL2
957                        20360501                 AFL2
958                        20360501                 AFL2
959                        20360601                 AFL2
960                        20360601                 AFL2
961                        20360501                 AFL2
962                        20360601                 AFL2
963                        20360601                 AFL2
964                        20360601                 AFL2
965                        20360601                 AFL2
966                        20360601                 AFL2
967                        20360401                 ADN1
968                        20360301                 ADN1
969                        20360401                 ADN1
970                        20360401                 ADN1
971                        20360401                 ADN1
972                        20360601                 AFL2
973                        20360501                 AFL2
974                        20360401                 ADN1
975                        20360301                 ADN1
976                        20360401                 ADN1
977                        20360401                 ADN1
978                        20360401                 ADN1
979                        20360501                 AFL2
980                        20360301                 AFL2
981                        20360601                 AFL2
982                        20360601                 AFL2
983                        20360601                 AFL2
984                        20360601                 AFL2
985                        20360601                 AFL2
986                        20360401                 AFL2
987                        20360601                 AFL2
988                        20360601                 AFL2
989                        20360401                 AFL2
990                        20360501                 ADN1
991                        20360301                 ADN1
992                        20360201                 ADN1
993                        20360501                 ADN1
994                        20360501                 ADN1
995                        20360401                 ADN1
996                        20360401                 ADN1
997                        20360401                 ADN1
998                        20360501                 ADN1
999                        20360501                 ADN1
1000                       20360101                 ADN1
1001                       20360401                 ADN1
1002                       20360401                 ADN1
1003                       20360401                 ADN1
1004                       20360201                 ADN1
1005                       20360401                 ADN1
1006                       20360501                 ADN1
1007                       20360501                 ADN1
1008                       20360401                 ADN1
1009                       20360501                 ADN1
1010                       20360601                 AFL2
1011                       20360701                 ALT1
1012                       20360101                 ADN1
1013                       20360501                 ADN1
1014                       20360101                 ADN1
1015                       20360201                 ADN1
1016                       20360301                 ADN1
1017                       20360501                 ADN1
1018                       20360501                 ADN1
1019                       20360401                 ADN1
1020                       20360501                 ADN1
1021                       20360501                 ADN1
1022                       20360401                 ADN1
1023                       20360501                 ADN1
1024                       20360501                 ADN1
1025                       20360501                 ADN1
1026                       20360501                 ADN1
1027                       20360401                 ADN1
1028                       20360501                 ADN1
1029                       20360501                 ADN1
1030                       20360501                 ADN1
1031                       20360501                 ADN1
1032                       20360201                 ADN1
1033                       20360401                 ADN1
1034                       20360201                 ADN1
1035                       20360201                 ADN1
1036                       20360301                 ADN1
1037                       20360301                 ADN1
1038                       20360401                 ADN1
1039                       20360201                 ADN1
1040                       20360501                 ADN1
1041                       20360201                 ADN1
1042                       20360201                 ADN1
1043                       20360401                 ADN1
1044                       20360201                 ADN1
1045                       20360301                 ADN1
1046                       20360401                 ADN1
1047                       20360201                 ADN1
1048                       20360201                 ADN1
1049                       20360301                 ADN1
1050                       20360201                 ADN1
1051                       20360501                 AFL2
1052                       20350901                 ADN1
1053                       20360601                 AFL2
1054                       20360501                 AFL2
1055                       20360501                 AFL2
1056                       20350801                 ALT1
1057                       20350701                 ALT1
1058                       20350901                 ALT1
1059                       20350701                 ALT1
1060                       20350801                 ALT1
1061                       20350701                 ALT1
1062                       20350701                 ALT1
1063                       20350701                 ALT1
1064                       20350801                 ALT1
1065                       20350801                 ALT1
1066                       20350601                 ALCA
1067                       20350501                 ALCA
1068                       20350401                 ALCA
1069                       20350501                 ALCA
1070                       20350501                 ALCA
1071                       20350401                 ALCA
1072                       20350501                 ALCA
1073                       20350501                 ALCA
1074                       20350501                 ALCA
1075                       20350601                 ALCA
1076                       20350501                 ALCA
1077                       20350501                 ALCA
1078                       20360501                 ADN1
1079                       20360501                 ADN1
1080                       20350401                 ADN1
1081                       20360501                 ADN1
1082                       20360501                 ADN1
1083                       20360401                 ADN1
1084                       20360401                 ADN1
1085                       20350501                 ADN1
1086                       20360401                 ADN1
1087                       20360201                 ADN1
1088                       20350901                 ADN1
1089                       20360201                 ADN1
1090                       20360401                 ADN1
1091                       20360401                 ADN1
1092                       20360401                 ADN1
1093                       20360501                 ADN1
1094                       20360301                 ADN1
1095                       20350401                 ADN1
1096                       20360401                 ADN1
1097                       20360501                 ADN1
1098                       20360501                 ADN1
1099                       20351201                 ADN1
1100                       20360201                 ADN1
1101                       20360501                 ADN1
1102                       20360401                 ADN1
1103                       20360501                 ADN1
1104                       20351201                 ADN1
1105                       20360501                 ADN1
1106                       20360401                 ADN1
1107                       20360501                 ADN1
1108                       20360501                 ADN1
1109                       20351201                 ADN1
1110                       20360501                 ADN1
1111                       20360701                 ADN1
1112                       20360701                 ADN1
1113                       20360701                 ADN1
1114                       20360601                 ADN1
1115                       20360701                 ADN1
1116                       20360701                 ADN1
1117                       20360701                 ADN1
1118                       20360701                 ADN1
1119                       20360701                 ADN1
1120                       20360701                 ADN1
1121                       20360701                 ADN1
1122                       20360701                 ADN1
1123                       20360701                 ADN1
1124                       20360701                 ADN1
1125                       20360701                 ADN1
1126                       20360701                 ADN1
1127                       20360701                 ADN1
1128                       20360701                 ADN1
1129                       20360701                 ADN1
1130                       20360601                 ADN1
1131                       20360701                 ADN1
1132                       20360701                 ADN1
1133                       20360701                 ADN1
1134                       20360701                 ADN1
1135                       20360701                 ADN1
1136                       20360701                 ADN1
1137                       20360701                 ADN1
1138                       20360701                 ADN1
1139                       20360701                 ADN1
1140                       20360701                 ADN1
1141                       20360701                 ADN1
1142                       20360701                 ADN1
1143                       20360701                 ADN1
1144                       20360701                 ADN1
1145                       20360701                 ADN1
1146                       20360701                 ADN1
1147                       20360701                 ADN1
1148                       20360701                 ADN1
1149                       20360701                 ADN1
1150                       20360701                 ADN1
1151                       20360701                 ADN1
1152                       20360701                 ADN1
1153                       20360701                 ADN1
1154                       20360701                 ADN1
1155                       20360701                 ADN1
1156                       20360701                 ADN1
1157                       20360701                 ADN1
1158                       20360601                 ADN1
1159                       20360601                 ADN1
1160                       20360501                 ADN1
1161                       20360701                 ADN1
1162                       20360701                 ADN1
1163                       20360601                 ADN1
1164                       20360601                 ADN1
1165                       20360701                 ADN1
1166                       20360701                 ADN1
1167                       20360601                 WALN
1168                       20360601                 WALN
1169                       20360501                 WALN
1170                       20360601                 AFL2
1171                       20360601                 AFL2
1172                       20360601                 AFL2
1173                       20360701                 AFL2
1174                       20360601                 AFL2
1175                       20360601                 AFL2
1176                       20360501                 AFL2
1177                       20360601                 AFL2
1178                       20360501                 AFL2
1179                       20360601                 AFL2
1180                       20360601                 AFL2
1181                       20360501                 AFL2
1182                       20360601                 AFL2
1183                       20360501                 AFL2
1184                       20360601                 AFL2
1185                       20360601                 AFL2
1186                       20360501                 AFL2
1187                       20360601                 AFL2
1188                       20360701                 AFL2
1189                       20360501                 AFL2
1190                       20360501                 AFL2
1191                       20360701                 AFL2
1192                       20360601                 AFL2
1193                       20360501                 AFL2
1194                       20360501                 AFL2
1195                       20360501                 AFL2
1196                       20360601                 AFL2
1197                       20360501                 AFL2
1198                       20360501                 AFL2
1199                       20360501                 AFL2
1200                       20360601                 AFL2
1201                       20360601                 AFL2
1202                       20360501                 AFL2
1203                       20360601                 AFL2
1204                       20360601                 AFL2
1205                       20360601                 AFL2
1206                       20360501                 AFL2
1207                       20360501                 AFL2
1208                       20360501                 AFL2
1209                       20360501                 AFL2
1210                       20360501                 AFL2
1211                       20360501                 AFL2
1212                       20360601                 AFL2
1213                       20360601                 AFL2
1214                       20360601                 AFL2
1215                       20360501                 AFL2
1216                       20360501                 AFL2
1217                       20360501                 AFL2
1218                       20360601                 AFL2
1219                       20360501                 AFL2
1220                       20360601                 AFL2
1221                       20360601                 AFL2
1222                       20360301                 AFL2
1223                       20360601                 AFL2
1224                       20360601                 AFL2
1225                       20360701                 AFL2
1226                       20360501                 AFL2
1227                       20360601                 AFL2
1228                       20320301                 CALA
1229                       20360501                 AFL2
1230                       20360501                 AFL2
1231                       20360501                 AFL2
1232                       20360601                 AFL2
1233                       20360501                 AFL2
1234                       20360601                 AFL2
1235                       20360401                 AFL2
1236                       20360601                 AFL2
1237                       20360501                 AFL2
1238                       20360501                 AFL2
1239                       20360501                 AFL2
1240                       20360601                 AFL2
1241                       20360601                 AFL2
1242                       20360601                 AFL2
1243                       20360601                 AFL2
1244                       20360601                 AFL2
1245                       20360501                 AFL2
1246                       20360601                 AFL2
1247                       20360601                 AFL2
1248                       20360401                 AFL2
1249                       20360601                 AFL2
1250                       20360501                 AFL2
1251                       20360601                 AFL2
1252                       20360401                 AFL2
1253                       20360601                 AFL2
1254                       20360501                 AFL2
1255                       20360501                 AFL2
1256                       20360601                 AFL2
1257                       20360601                 AFL2
1258                       20360601                 AFL2
1259                       20360501                 AFL2
1260                       20360601                 AFL2
1261                       20360501                 AFL2
1262                       20360601                 AFL2
1263                       20360401                 AFL2
1264                       20360701                 AFL2
1265                       20360501                 AFL2
1266                       20360501                 AFL2
1267                       20360601                 AFL2
1268                       20360501                 AFL2
1269                       20360601                 AFL2
1270                       20360601                 AFL2
1271                       20360601                 AFL2
1272                       20360501                 AFL2
1273                       20360501                 AFL2
1274                       20360401                 AFL2
1275                       20360401                 AFL2
1276                       20360601                 AFL2
1277                       20360601                 AFL2
1278                       20360401                 ADN1
1279                       20360301                 ADN1
1280                       20360401                 ADN1
1281                       20360301                 ADN1
1282                       20360301                 ADN1
1283                       20360501                 ADN1
1284                       20360501                 ADN1
1285                       20360501                 ADN1
1286                       20360501                 ADN1
1287                       20360501                 ADN1
1288                       20360501                 ADN1
1289                       20360501                 ADN1
1290                       20360501                 ADN1
1291                       20360501                 ADN1
1292                       20360501                 ADN1
1293                       20360501                 ADN1
1294                       20360501                 ADN1
1295                       20360501                 ADN1
1296                       20360501                 ADN1
1297                       20360401                 ADN1
1298                       20360401                 ADN1
1299                       20360401                 ADN1
1300                       20360401                 ADN1
1301                       20360301                 ADN1
1302                       20360401                 ADN1
1303                       20360401                 ADN1
1304                       20360501                 ADN1
1305                       20360401                 ADN1
1306                       20360401                 ADN1
1307                       20360501                 ADN1
1308                       20360501                 ADN1
1309                       20360401                 ADN1
1310                       20360501                 ADN1
1311                       20360501                 ADN1
1312                       20360401                 ADN1
1313                       20360401                 ADN1
1314                       20360601                 AFL2
1315                       20360401                 ADN1
1316                       20360501                 ADN1
1317                       20360501                 ADN1
1318                       20360401                 ADN1
1319                       20360401                 ADN1
1320                       20360501                 ADN1
1321                       20360501                 ADN1
1322                       20360401                 ADN1
1323                       20360401                 ADN1
1324                       20360501                 ADN1
1325                       20360501                 ADN1
1326                       20360401                 ADN1
1327                       20360401                 ADN1
1328                       20360501                 ADN1
1329                       20360501                 ADN1
1330                       20360501                 ADN1
1331                       20360401                 ADN1
1332                       20360301                 ADN1
1333                       20360401                 ADN1
1334                       20360401                 ADN1
1335                       20360401                 ADN1
1336                       20360401                 ADN1
1337                       20360401                 ADN1
1338                       20360401                 ADN1
1339                       20360301                 ADN1
1340                       20360401                 ADN1
1341                       20360501                 ADN1
1342                       20360401                 ADN1
1343                       20360401                 ADN1
1344                       20360501                 ADN1
1345                       20360501                 ADN1
1346                       20360301                 ADN1
1347                       20360501                 ADN1
1348                       20360501                 ADN1
1349                       20360401                 ADN1
1350                       20360401                 ADN1
1351                       20360501                 ADN1
1352                       20360501                 ADN1
1353                       20360501                 ADN1
1354                       20360501                 ADN1
1355                       20360401                 ADN1
1356                       20360401                 ADN1
1357                       20360501                 ADN1
1358                       20360501                 ADN1
1359                       20360501                 ADN1
1360                       20360501                 ADN1
1361                       20360401                 ADN1
1362                       20360501                 ADN1
1363                       20360501                 ADN1
1364                       20360401                 ADN1
1365                       20360501                 ADN1
1366                       20360501                 ADN1
1367                       20360401                 ADN1
1368                       20360501                 ADN1
1369                       20360501                 ADN1
1370                       20360601                 AFL2
1371                       20360601                 AFL2
1372                       20360601                 AFL2
1373                       20360601                 AFL2
1374                       20360601                 AFL2
1375                       20360601                 AFL2
1376                       20360401                 AFL2
1377                       20360601                 AFL2
1378                       20360601                 AFL2
1379                       20360201                 ADN1
1380                       20360501                 ADN1
1381                       20360501                 ADN1
1382                       20360401                 ADN1
1383                       20360501                 ADN1
1384                       20360501                 ADN1
1385                       20360501                 ADN1
1386                       20360401                 ADN1
1387                       20360401                 ADN1
1388                       20360501                 ADN1
1389                       20360501                 ADN1
1390                       20360401                 ADN1
1391                       20360401                 ADN1
1392                       20360601                 ADN1
1393                       20360501                 ADN1
1394                       20360401                 ADN1
1395                       20360501                 ADN1
1396                       20360501                 ADN1
1397                       20360401                 ADN1
1398                       20360501                 ADN1
1399                       20360501                 ADN1
1400                       20360501                 ADN1
1401                       20360501                 ADN1
1402                       20360501                 ADN1
1403                       20360701                 AFL2
1404                       20360501                 AFL2
1405                       20360501                 AFL2
1406                       20360501                 AFL2
1407                       20360401                 AFL2
1408                       20360601                 AFL2
1409                       20360601                 AFL2
1410                       20360701                 AFL2
1411                       20341001                 GNPT
1412                       20360601                 AFL2
1413                       20360601                 AFL2
1414                       20360501                 AFL2
1415                       20360401                 ADN1
1416                       20360501                 ADN1
1417                       20360501                 ADN1
1418                       20360501                 ADN1
1419                       20360501                 ADN1
1420                       20360401                 ADN1
1421                       20360101                 ADN1
1422                       20360501                 ADN1
1423                       20360501                 ADN1
1424                       20360501                 ADN1
1425                       20360101                 ADN1
1426                       20360101                 ADN1
1427                       20360201                 ADN1
1428                       20360101                 ADN1
1429                       20360401                 ADN1
1430                       20360401                 ADN1
1431                       20360401                 ADN1
1432                       20360401                 ADN1
1433                       20360301                 ADN1
1434                       20360401                 ADN1
1435                       20360401                 ADN1
1436                       20360501                 ADN1
1437                       20360401                 ADN1
1438                       20360501                 ADN1
1439                       20360401                 ADN1
1440                       20360401                 ADN1
1441                       20360501                 ADN1
1442                       20360501                 ADN1
1443                       20360301                 ADN1
1444                       20360601                 AFL2
1445                       20360601                 AFL2
1446                       20360501                 AFL2
1447                       20360601                 AFL2
1448                       20360601                 AFL2
1449                       20360601                 AFL2
1450                       20360601                 AFL2
1451                       20360601                 AFL2
1452                       20360601                 AFL2
1453                       20360601                 AFL2
1454                       20360601                 AFL2
1455                       20360601                 AFL2
1456                       20360601                 AFL2
1457                       20360601                 AFL2
1458                       20360601                 AFL2
1459                       20360601                 AFL2
1460                       20360601                 AFL2
1461                       20360601                 AFL2
1462                       20360601                 AFL2
1463                       20360601                 AFL2
1464                       20360301                 AFL2
1465                       20360601                 AFL2
1466                       20360601                 AFL2
1467                       20360601                 AFL2
1468                       20360601                 AFL2
1469                       20360601                 AFL2
1470                       20360601                 AFL2
1471                       20360601                 AFL2
1472                       20360501                 AFL2
1473                       20360601                 AFL2
1474                       20360601                 AFL2
1475                       20360501                 AFL2
1476                       20360601                 AFL2
1477                       20360601                 AFL2
1478                       20360601                 AFL2
1479                       20360601                 AFL2
1480                       20360601                 AFL2
1481                       20360401                 AFL2
1482                       20360601                 AFL2
1483                       20360601                 AFL2
1484                       20360601                 AFL2
1485                       20360601                 AFL2
1486                       20360601                 AFL2
1487                       20360601                 AFL2
1488                       20360601                 AFL2
1489                       20360601                 AFL2
1490                       20360601                 AFL2
1491                       20360601                 AFL2
1492                       20360601                 AFL2
1493                       20360601                 AFL2
1494                       20360401                 AFL2
1495                       20360401                 AFL2
1496                       20360601                 AFL2
1497                       20360701                 AFL2
1498                       20360601                 AFL2
1499                       20360601                 AFL2
1500                       20360601                 AFL2
1501                       20360601                 AFL2
1502                       20360601                 AFL2
1503                       20360601                 AFL2
1504                       20360601                 AFL2
1505                       20360601                 AFL2
1506                       20360401                 AFL2
1507                       20360601                 AFL2
1508                       20360601                 AFL2
1509                       20360601                 AFL2
1510                       20360601                 AFL2
1511                       20360601                 AFL2
1512                       20360601                 AFL2
1513                       20360601                 AFL2
1514                       20360501                 AFL2
1515                       20360601                 AFL2
1516                       20360601                 AFL2
1517                       20360601                 AFL2
1518                       20360601                 AFL2
1519                       20360501                 AFL2
1520                       20360601                 AFL2
1521                       20360501                 AFL2
1522                       20360601                 AFL2
1523                       20360601                 AFL2
1524                       20360601                 AFL2
1525                       20360501                 AFL2
1526                       20360501                 AFL2
1527                       20360601                 AFL2
1528                       20360501                 AFL2
1529                       20360601                 AFL2
1530                       20360601                 AFL2
1531                       20360601                 AFL2
1532                       20360601                 AFL2
1533                       20360601                 AFL2
1534                       20360601                 WALN
1535                       20360601                 WALN
1536                       20360601                 WALN
1537                       20360701                 WALN
1538                       20360601                 WALN
1539                       20320401                 CALA
1540                       20360101                 ALT1
1541                       20360201                 ALT1
1542                       20360101                 ALT1
1543                       20360201                 ALT1
1544                       20360201                 ALT1
1545                       20360101                 ALT1
1546                       20360201                 ALT1
1547                       20350901                 ALCA
1548                       20350901                 ALCA
1549                       20350901                 ALCA
1550                       20350901                 ALCA
1551                       20350901                 ALCA
1552                       20350901                 ALCA
1553                       20350901                 ALCA
1554                       20351001                 ALCA
1555                       20350901                 ALCA
1556                       20350901                 ALCA
1557                       20350901                 ALCA
1558                       20350901                 ALCA
1559                       20350901                 ALCA
1560                       20350901                 ALCA
1561                       20350901                 ALCA
1562                       20350901                 ALCA
1563                       20350901                 ALCA
1564                       20351001                 ALCA
1565                       20351001                 ALCA
1566                       20351001                 ALCA
1567                       20350901                 ALCA
1568                       20351001                 ALCA
1569                       20351001                 ALCA
1570                       20350901                 ALCA
1571                       20350901                 ALCA
1572                       20351001                 ALCA
1573                       20351001                 ALCA
1574                       20351001                 ALCA
1575                       20351001                 ALCA
1576                       20350901                 ALCA
1577                       20351001                 ALCA
1578                       20351001                 ALCA
1579                       20351001                 ALCA
1580                       20350901                 ALCA
1581                       20351001                 ALCA
1582                       20350901                 ALCA
1583                       20351001                 ALCA
1584                       20351201                 ALCA
1585                       20360501                 ADN1
1586                       20360401                 ADN1
1587                       20360501                 ADN1
1588                       20360501                 ADN1
1589                       20351201                 ALCA
1590                       20331001                 ADN1
1591                       20360601                 AFL2
1592                       20360501                 AFL2
1593                       20360601                 AFL2
1594                       20360601                 AFL2
1595                       20360601                 AFL2
1596                       20360501                 AFL2
1597                       20360601                 AFL2
1598                       20360601                 AFL2
1599                       20360501                 AFL2
1600                       20360601                 AFL2
1601                       20360501                 AFL2
1602                       20360601                 AFL2
1603                       20360601                 AFL2
1604                       20360601                 AFL2
1605                       20360601                 AFL2
1606                       20360501                 AFL2
1607                       20360601                 AFL2
1608                       20360501                 AFL2
1609                       20360501                 AFL2
1610                       20360601                 AFL2
1611                       20360601                 AFL2
1612                       20360601                 AFL2
1613                       20360601                 AFL2
1614                       20360501                 AFL2
1615                       20360501                 AFL2
1616                       20360601                 AFL2
1617                       20360601                 AFL2
1618                       20360501                 AFL2
1619                       20360601                 AFL2
1620                       20460501                 AFL2
1621                       20360501                 AFL2
1622                       20360601                 AFL2
1623                       20360501                 AFL2
1624                       20360601                 AFL2
1625                       20360501                 AFL2
1626                       20360501                 AFL2
1627                       20360601                 AFL2
1628                       20350901                 ALCA
1629                       20360601                 AFL2
1630                       20360501                 AFL2
1631                       20360601                 AFL2
1632                       20360601                 AFL2
1633                       20360701                 AFL2
1634                       20360701                 AFL2
1635                       20360601                 AFL2
1636                       20360601                 AFL2
1637                       20360701                 AFL2
1638                       20360201                 ALT1
1639                       20360301                 ALT1
1640                       20360301                 ALT1
1641                       20360301                 ALT1
1642                       20360301                 ALT1
1643                       20360301                 ALT1
1644                       20360301                 ALT1
1645                       20360301                 ALT1
1646                       20360201                 ALT1
1647                       20360201                 ALT1
1648                       20360301                 ALT1
1649                       20360301                 ALT1
1650                       20360301                 ALT1
1651                       20360301                 ALT1
1652                       20360301                 ALT1
1653                       20360301                 ALT1
1654                       20360201                 ALT1
1655                       20360301                 ALT1
1656                       20360301                 ALT1
1657                       20360301                 ALT1
1658                       20360301                 ALT1
1659                       20360301                 ALT1
1660                       20360201                 ALCA
1661                       20360101                 ALT1
1662                       20320901                 CALA
1663                       20350601                 AFL2
1664                       20360401                 ALT1
1665                       20360401                 ALT1
1666                       20360401                 ALT1
1667                       20360401                 ALT1
1668                       20360401                 ALT1
1669                       20360401                 ALT1
1670                       20360401                 ALT1
1671                       20360401                 ALT1
1672                       20360501                 ALT1
1673                       20360401                 ALT1
1674                       20360401                 ADN1
1675                       20360401                 ADN1
1676                       20360401                 ADN1
1677                       20360301                 ADN1
1678                       20360301                 ADN1
1679                       20360601                 AFL2
1680                       20360401                 AFL2
1681                       20360601                 WALN
1682                       20360201                 ALT1
1683                       20350901                 ALCA
1684                       20350901                 ALCA
1685                       20351001                 ALCA
1686                       20350901                 ALCA
1687                       20351001                 ALCA
1688                       20351001                 ALCA
1689                       20360501                 AFL2
1690                       20350101                 AFL2
1691                       20360201                 AFL2
1692                       20360601                 AFL2
1693                       20360501                 ALT1
1694                       20360601                 ALT1
1695                       20360501                 ALT1
1696                       20360501                 ALT1
1697                       20360501                 ALT1
1698                       20360601                 ALT1
1699                       20360501                 ALT1
1700                       20360601                 ALT1
1701                       20360501                 ALT1
1702                       20360601                 ALT1
1703                       20360601                 ALT1
1704                       20360601                 ALT1
1705                       20360601                 ALT1
1706                       20360601                 ALT1
1707                       20360601                 ALT1
1708                       20360601                 ALT1
1709                       20360601                 ALT1
1710                       20360601                 ALT1
1711                       20360701                 ALT1
1712                       20360601                 ALT1
1713                       20360701                 ALT1
1714                       20360601                 ALT1
1715                       20360501                 ALT1
1716                       20360601                 ALT1
1717                       20360601                 ALT1
1718                       20250601                 CALA
1719                       20320201                 CALA
1720                       20321001                 CALA
1721                       20220201                 CALA
1722                       20320301                 CALA
1723                       20320601                 CALA
1724                       20360401                 ADN1
1725                       20360701                 WALN
1726                       20330301                 CALA
1727                       20360701                 WALN
1728                       20360501                 AFL2
1729                       20360701                 AFL2
1730                       20360601                 AFL2
1731                       20360601                 AFL2
1732                       20360601                 AFL2
1733                       20360601                 AFL2
1734                       20360601                 AFL2
1735                       20360601                 AFL2
1736                       20360601                 AFL2
1737                       20360601                 AFL2
1738                       20360601                 AFL2
1739                       20360601                 AFL2
1740                       20360601                 AFL2
1741                       20360601                 AFL2
1742                       20360601                 AFL2
1743                       20360601                 AFL2
1744                       20360601                 AFL2
1745                       20360601                 AFL2
1746                       20360601                 AFL2
1747                       20360601                 AFL2
1748                       20360601                 AFL2
1749                       20360701                 AFL2
1750                       20360701                 AFL2
1751                       20360601                 AFL2
1752                       20360601                 AFL2
1753                       20360601                 AFL2
1754                       20360701                 AFL2
1755                       20360601                 AFL2
1756                       20360601                 AFL2
1757                       20360601                 AFL2
1758                       20360601                 AFL2
1759                       20360601                 AFL2
1760                       20360601                 AFL2
1761                       20360601                 AFL2
1762                       20360601                 AFL2
1763                       20360601                 AFL2
1764                       20360601                 AFL2
1765                       20360401                 AFL2
1766                       20360701                 AFL2
1767                       20360601                 AFL2
1768                       20360701                 AFL2
1769                       20360601                 AFL2
1770                       20360701                 AFL2
1771                       20360501                 AFL2
1772                       20360501                 AFL2
1773                       20360501                 AFL2
1774                       20360601                 AFL2
1775                       20360601                 AFL2
1776                       20360601                 AFL2
1777                       20360601                 AFL2
1778                       20360601                 AFL2
1779                       20360601                 AFL2
1780                       20360601                 AFL2
1781                       20360601                 AFL2
1782                       20360401                 AFL2
1783                       20360601                 AFL2
1784                       20360601                 AFL2
1785                       20360601                 AFL2
1786                       20360601                 AFL2
1787                       20360601                 AFL2
1788                       20360601                 AFL2
1789                       20360601                 AFL2
1790                       20360601                 AFL2
1791                       20360601                 AFL2
1792                       20360601                 AFL2
1793                       20360601                 AFL2
1794                       20360601                 AFL2
1795                       20360601                 AFL2
1796                       20311001                 CALA
1797                       20360601                 AFL2
1798                       20360601                 AFL2
1799                       20360601                 AFL2
1800                       20360601                 AFL2
1801                       20360601                 AFL2
1802                       20360601                 AFL2
1803                       20360601                 AFL2
1804                       20360601                 AFL2
1805                       20360601                 AFL2
1806                       20360601                 AFL2
1807                       20360601                 AFL2
1808                       20360601                 AFL2
1809                       20360601                 AFL2
1810                       20360601                 AFL2
1811                       20360601                 AFL2
1812                       20360701                 AFL2
1813                       20360601                 AFL2
1814                       20360601                 AFL2
1815                       20360601                 AFL2
1816                       20360601                 AFL2
1817                       20360601                 AFL2
1818                       20351001                 AFL2
1819                       20360601                 AFL2
1820                       20360601                 AFL2
1821                       20360701                 AFL2
1822                       20360601                 AFL2
1823                       20360601                 AFL2
1824                       20360601                 AFL2
1825                       20360601                 AFL2
1826                       20360601                 AFL2
1827                       20360601                 AFL2
1828                       20360601                 AFL2
1829                       20360601                 AFL2
1830                       20360601                 AFL2
1831                       20360601                 AFL2
1832                       20360601                 AFL2
1833                       20360601                 AFL2
1834                       20360601                 AFL2
1835                       20360601                 AFL2
1836                       20360601                 AFL2
1837                       20360601                 AFL2
1838                       20360601                 AFL2
1839                       20360601                 AFL2
1840                       20360601                 AFL2
1841                       20360601                 AFL2
1842                       20360601                 AFL2
1843                       20360601                 AFL2
1844                       20360601                 AFL2
1845                       20360501                 AFL2
1846                       20360601                 AFL2
1847                       20360601                 AFL2
1848                       20360601                 AFL2
1849                       20360601                 AFL2
1850                       20360601                 AFL2
1851                       20360601                 AFL2
1852                       20360601                 AFL2
1853                       20360601                 AFL2
1854                       20360601                 AFL2
1855                       20360601                 AFL2
1856                       20360501                 AFL2
1857                       20360501                 AFL2
1858                       20360601                 AFL2
1859                       20360601                 AFL2
1860                       20360601                 AFL2
1861                       20360601                 AFL2
1862                       20360601                 AFL2
1863                       20360601                 AFL2
1864                       20360601                 AFL2
1865                       20360401                 AFL2
1866                       20360601                 AFL2
1867                       20360601                 AFL2
1868                       20360601                 AFL2
1869                       20360601                 AFL2
1870                       20360601                 AFL2
1871                       20360601                 AFL2
1872                       20360601                 AFL2
1873                       20360601                 AFL2
1874                       20360601                 AFL2
1875                       20360601                 AFL2
1876                       20360601                 AFL2
1877                       20360601                 AFL2
1878                       20360501                 AFL2
1879                       20360601                 AFL2
1880                       20360501                 AFL2
1881                       20360601                 AFL2
1882                       20360601                 AFL2
1883                       20360601                 AFL2
1884                       20360601                 AFL2
1885                       20360601                 AFL2
1886                       20360601                 AFL2
1887                       20360601                 AFL2
1888                       20360601                 AFL2
1889                       20360501                 AFL2
1890                       20360601                 AFL2
1891                       20360501                 AFL2
1892                       20360501                 AFL2
1893                       20360701                 AFL2
1894                       20360701                 AFL2
1895                       20360601                 AFL2
1896                       20360601                 AFL2
1897                       20360701                 AFL2
1898                       20360601                 AFL2
1899                       20360701                 AFL2
1900                       20360601                 AFL2
1901                       20360601                 AFL2
1902                       20360601                 AFL2
1903                       20360601                 AFL2
1904                       20360601                 AFL2
1905                       20360601                 AFL2
1906                       20360601                 AFL2
1907                       20360601                 AFL2
1908                       20360601                 AFL2
1909                       20360601                 AFL2
1910                       20360601                 AFL2
1911                       20360601                 AFL2
1912                       20360601                 AFL2
1913                       20360601                 AFL2
1914                       20360601                 AFL2
1915                       20360601                 AFL2
1916                       20360601                 AFL2
1917                       20360601                 AFL2
1918                       20360601                 AFL2
1919                       20360601                 AFL2
1920                       20360601                 AFL2
1921                       20360601                 AFL2
1922                       20360601                 AFL2
1923                       20360601                 AFL2
1924                       20360601                 AFL2
1925                       20360601                 AFL2
1926                       20360601                 AFL2
1927                       20360601                 AFL2
1928                       20360601                 AFL2
1929                       20360601                 AFL2
1930                       20360601                 AFL2
1931                       20360601                 AFL2
1932                       20360601                 AFL2
1933                       20360601                 AFL2
1934                       20360701                 AFL2
1935                       20360501                 AFL2
1936                       20360601                 AFL2
1937                       20360601                 AFL2
1938                       20360601                 AFL2
1939                       20360601                 AFL2
1940                       20360601                 AFL2
1941                       20360601                 AFL2
1942                       20360601                 AFL2
1943                       20360501                 AFL2
1944                       20360601                 AFL2
1945                       20360501                 AFL2
1946                       20360601                 AFL2
1947                       20360601                 AFL2
1948                       20360601                 AFL2
1949                       20360601                 AFL2
1950                       20360601                 AFL2
1951                       20360501                 AFL2
1952                       20360501                 AFL2
1953                       20360501                 AFL2
1954                       20360501                 AFL2
1955                       20360501                 AFL2
1956                       20360601                 AFL2
1957                       20360601                 AFL2
1958                       20360601                 AFL2
1959                       20360601                 AFL2
1960                       20360601                 AFL2
1961                       20360601                 AFL2
1962                       20360401                 AFL2
1963                       20360601                 AFL2
1964                       20360601                 AFL2
1965                       20360601                 AFL2
1966                       20360601                 AFL2
1967                       20360601                 AFL2
1968                       20360601                 AFL2
1969                       20360601                 AFL2
1970                       20310201                 ADN1
1971                       20310501                 ADN1
1972                       20360501                 ALT1
1973                       20360501                 ALT1
1974                       20360501                 ALT1
1975                       20360501                 ALT1
1976                       20360501                 ALT1
1977                       20360501                 MALT
1978                       20360501                 ALT1
1979                       20360501                 MALT
1980                       20360501                 MALT
1981                       20360501                 MALT
1982                       20360501                 MALT
1983                       20360501                 ALT1
1984                       20360501                 ALT1
1985                       20360501                 MALT
1986                       20360501                 MALT
1987                       20360501                 MALT
1988                       20360501                 MALT
1989                       20360501                 ALT1
1990                       20360501                 ALT1
1991                       20360501                 MALT
1992                       20360501                 MALT
1993                       20360501                 ALT1
1994                       20360501                 MALT
1995                       20360501                 MALT
1996                       20360501                 ALT1
1997                       20360101                 ALT1
1998                       20360501                 ALT1
1999                       20360501                 MALT
2000                       20360501                 MALT
2001                       20360501                 ALT1
2002                       20360501                 ALT1
2003                       20360501                 ALT1
2004                       20360501                 ALT1
2005                       20360501                 ALT1
2006                       20360501                 ALT1
2007                       20360501                 ALT1
2008                       20360501                 ALT1
2009                       20360501                 ALT1
2010                       20360501                 ALT1
2011                       20360501                 ALT1
2012                       20360401                 ALT1
2013                       20360501                 MALT
2014                       20360501                 ALT1
2015                       20360501                 MALT
2016                       20360501                 ALT1
2017                       20360501                 MALT
2018                       20360501                 MALT
2019                       20360301                 ALT1
2020                       20360501                 MALT
2021                       20360501                 MALT
2022                       20360501                 MALT
2023                       20360501                 ALT1
2024                       20360501                 MALT
2025                       20360501                 MALT
2026                       20360501                 ALT1
2027                       20360501                 ALT1
2028                       20360501                 ALT1
2029                       20360401                 ALT1
2030                       20360401                 ALT1
2031                       20360401                 ALT1
2032                       20351101                 ALT1
2033                       20360101                 ALT1
2034                       20360101                 ALT1
2035                       20360101                 ALT1
2036                       20360101                 ALT1
2037                       20360401                 ALT1
2038                       20360401                 ALT1
2039                       20360401                 ALT1
2040                       20360101                 ALT1
2041                       20351101                 ALT1
2042                       20351001                 ALT1
2043                       20351001                 ALT1
2044                       20350901                 ALT1
2045                       20360101                 ALT1
2046                       20351001                 ALT1
2047                       20360701                 AFL2
2048                       20360701                 AFL2
2049                       20360701                 AFL2
2050                       20360701                 AFL2
2051                       20360701                 AFL2
2052                       20360701                 AFL2
2053                       20360701                 AFL2
2054                       20360701                 AFL2
2055                       20360701                 AFL2
2056                       20360701                 AFL2
2057                       20360701                 AFL2
2058                       20360701                 AFL2
2059                       20360701                 AFL2
2060                       20360701                 AFL2
2061                       20360701                 AFL2
2062                       20360701                 AFL2
2063                       20360701                 AFL2
2064                       20360701                 AFL2
2065                       20360701                 AFL2
2066                       20360701                 AFL2
2067                       20360701                 AFL2
2068                       20360701                 AFL2
2069                       20360701                 AFL2
2070                       20360701                 AFL2
2071                       20360701                 AFL2
2072                       20360701                 AFL2
2073                       20360701                 AFL2
2074                       20360701                 AFL2
2075                       20360701                 AFL2
2076                       20360701                 AFL2
2077                       20360701                 AFL2
2078                       20360701                 AFL2
2079                       20360701                 AFL2
2080                       20360601                 AFL2
2081                       20360701                 AFL2
2082                       20360701                 AFL2
2083                       20360701                 AFL2
2084                       20360701                 AFL2
2085                       20360701                 AFL2
2086                       20360701                 AFL2
2087                       20360701                 AFL2
2088                       20360701                 AFL2
2089                       20360701                 AFL2
2090                       20360701                 AFL2
2091                       20360701                 AFL2
2092                       20360701                 AFL2
2093                       20360701                 AFL2
2094                       20360701                 AFL2
2095                       20360701                 AFL2
2096                       20360701                 AFL2
2097                       20360701                 AFL2
2098                       20360701                 AFL2
2099                       20360701                 AFL2
2100                       20360701                 AFL2
2101                       20360701                 AFL2
2102                       20360701                 AFL2
2103                       20360601                 AFL2
2104                       20360701                 AFL2
2105                       20360601                 AFL2
2106                       20360701                 AFL2
2107                       20360701                 AFL2
2108                       20360701                 AFL2
2109                       20360601                 AFL2
2110                       20360701                 AFL2
2111                       20360701                 AFL2
2112                       20360701                 AFL2
2113                       20360701                 AFL2
2114                       20360701                 AFL2
2115                       20360701                 AFL2
2116                       20360601                 AFL2
2117                       20360601                 AFL2
2118                       20360701                 AFL2
2119                       20360601                 AFL2
2120                       20360701                 AFL2
2121                       20360601                 AFL2
2122                       20360701                 AFL2
2123                       20360701                 AFL2
2124                       20360701                 AFL2
2125                       20360701                 AFL2
2126                       20360701                 AFL2
2127                       20360701                 AFL2
2128                       20360701                 AFL2
2129                       20360701                 AFL2
2130                       20360701                 AFL2
2131                       20360701                 AFL2
2132                       20360501                 AFL2
2133                       20360701                 AFL2
2134                       20360701                 AFL2
2135                       20360701                 AFL2
2136                       20360701                 AFL2
2137                       20360701                 AFL2
2138                       20360701                 AFL2
2139                       20360701                 AFL2
2140                       20360601                 AFL2
2141                       20360701                 AFL2
2142                       20360701                 AFL2
2143                       20360701                 AFL2
2144                       20360701                 AFL2
2145                       20360701                 AFL2
2146                       20360701                 AFL2
2147                       20360701                 AFL2
2148                       20360701                 AFL2
2149                       20360701                 AFL2
2150                       20360701                 AFL2
2151                       20360701                 AFL2
2152                       20360601                 AFL2
2153                       20360701                 AFL2
2154                       20360701                 AFL2
2155                       20360601                 AFL2
2156                       20360601                 AFL2
2157                       20360701                 AFL2
2158                       20360601                 AFL2
2159                       20360701                 AFL2
2160                       20360701                 AFL2
2161                       20360701                 AFL2
2162                       20360601                 AFL2
2163                       20360701                 AFL2
2164                       20360701                 AFL2
2165                       20360701                 AFL2
2166                       20360701                 AFL2
2167                       20360701                 AFL2
2168                       20360701                 AFL2
2169                       20360701                 AFL2
2170                       20360401                 AFL2
2171                       20360701                 AFL2
2172                       20360701                 AFL2
2173                       20360701                 AFL2
2174                       20360701                 AFL2
2175                       20360701                 AFL2
2176                       20360701                 AFL2
2177                       20360701                 AFL2
2178                       20360701                 AFL2
2179                       20360701                 AFL2
2180                       20360701                 AFL2
2181                       20360701                 AFL2
2182                       20360701                 AFL2
2183                       20360601                 AFL2
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2186                       20360701                 AFL2
2187                       20360601                 AFL2
2188                       20360701                 AFL2
2189                       20360601                 AFL2
2190                       20360701                 AFL2
2191                       20360701                 AFL2
2192                       20360601                 AFL2
2193                       20360601                 AFL2
2194                       20360601                 AFL2
2195                       20360701                 AFL2
2196                       20360601                 AFL2
2197                       20360701                 AFL2
2198                       20360601                 AFL2
2199                       20360601                 AFL2
2200                       20360601                 AFL2
2201                       20360601                 AFL2
2202                       20360601                 AFL2
2203                       20360601                 AFL2
2204                       20360601                 AFL2
2205                       20360601                 AFL2
2206                       20360701                 AFL2
2207                       20360701                 AFL2
2208                       20360601                 AFL2
2209                       20360701                 AFL2
2210                       20360701                 AFL2
2211                       20360701                 AFL2
2212                       20360701                 AFL2
2213                       20360701                 AFL2
2214                       20360701                 AFL2
2215                       20360701                 AFL2
2216                       20360701                 AFL2
2217                       20360401                 AFL2
2218                       20360701                 AFL2
2219                       20360701                 AFL2
2220                       20360701                 AFL2
2221                       20360601                 AFL2
2222                       20360701                 AFL2
2223                       20360701                 AFL2
2224                       20360701                 AFL2
2225                       20360701                 AFL2
2226                       20360701                 AFL2
2227                       20360701                 AFL2
2228                       20360701                 AFL2
2229                       20360701                 AFL2
2230                       20360701                 AFL2
2231                       20360701                 AFL2
2232                       20360701                 AFL2
2233                       20360701                 AFL2
2234                       20360701                 AFL2
2235                       20360701                 AFL2
2236                       20360601                 AFL2
2237                       20360701                 AFL2
2238                       20360701                 AFL2
2239                       20360701                 AFL2
2240                       20360601                 AFL2
2241                       20360601                 AFL2
2242                       20360701                 AFL2
2243                       20360701                 AFL2
2244                       20360601                 AFL2
2245                       20360701                 AFL2
2246                       20360701                 AFL2
2247                       20360701                 AFL2
2248                       20360701                 AFL2
2249                       20360701                 AFL2
2250                       20360601                 AFL2
2251                       20360601                 AFL2
2252                       20360701                 AFL2
2253                       20360701                 AFL2
2254                       20360701                 AFL2
2255                       20360701                 AFL2
2256                       20360701                 AFL2
2257                       20360701                 AFL2
2258                       20360701                 AFL2
2259                       20360701                 AFL2
2260                       20360701                 AFL2
2261                       20360701                 AFL2
2262                       20360701                 AFL2
2263                       20360601                 AFL2
2264                       20360601                 AFL2
2265                       20360601                 AFL2
2266                       20360801                 AFL2
2267                       20360601                 AFL2
2268                       20360601                 AFL2
2269                       20360601                 AFL2
2270                       20360601                 AFL2
2271                       20360701                 AFL2
2272                       20360701                 AFL2
2273                       20360701                 AFL2
2274                       20360601                 AFL2
2275                       20360601                 AFL2
2276                       20360701                 AFL2
2277                       20360601                 AFL2
2278                       20360601                 AFL2
2279                       20360601                 AFL2
2280                       20360601                 AFL2
2281                       20360701                 AFL2
2282                       20360701                 AFL2
2283                       20360701                 AFL2
2284                       20360701                 AFL2
2285                       20360701                 AFL2
2286                       20360701                 AFL2
2287                       20360701                 AFL2
2288                       20360701                 AFL2
2289                       20360701                 AFL2
2290                       20360701                 AFL2
2291                       20360701                 AFL2
2292                       20360701                 AFL2
2293                       20360701                 AFL2
2294                       20360701                 AFL2
2295                       20360701                 AFL2
2296                       20360701                 AFL2
2297                       20360701                 AFL2
2298                       20360701                 AFL2
2299                       20360701                 AFL2
2300                       20360601                 AFL2
2301                       20360601                 AFL2
2302                       20360701                 AFL2
2303                       20360601                 AFL2
2304                       20360701                 AFL2
2305                       20360701                 AFL2
2306                       20360701                 AFL2
2307                       20360601                 AFL2
2308                       20360701                 AFL2
2309                       20360101                 AFL2
2310                       20360701                 AFL2
2311                       20360701                 AFL2
2312                       20360701                 AFL2
2313                       20360701                 AFL2
2314                       20360701                 AFL2
2315                       20360701                 AFL2
2316                       20360701                 AFL2
2317                       20360701                 AFL2
2318                       20360601                 AFL2
2319                       20360601                 AFL2
2320                       20360601                 AFL2
2321                       20360601                 AFL2
2322                       20360701                 AFL2
2323                       20360701                 AFL2
2324                       20360701                 AFL2
2325                       20360701                 AFL2
2326                       20360701                 AFL2
2327                       20360701                 AFL2
2328                       20360601                 AFL2
2329                       20360701                 AFL2
2330                       20360701                 AFL2
2331                       20360701                 AFL2
2332                       20360701                 AFL2
2333                       20360701                 AFL2
2334                       20360601                 AFL2
2335                       20360701                 AFL2
2336                       20360601                 AFL2
2337                       20360701                 AFL2
2338                       20360701                 AFL2
2339                       20360701                 AFL2
2340                       20360701                 AFL2
2341                       20360601                 AFL2
2342                       20360601                 AFL2
2343                       20360601                 AFL2
2344                       20360601                 AFL2
2345                       20360601                 AFL2
2346                       20360601                 AFL2
2347                       20360301                 AFL2
2348                       20360601                 AFL2
2349                       20360601                 AFL2
2350                       20360601                 AFL2
2351                       20360601                 AFL2
2352                       20360601                 AFL2
2353                       20360701                 AFL2
2354                       20360601                 AFL2
2355                       20360601                 AFL2
2356                       20360701                 AFL2
2357                       20360701                 AFL2
2358                       20360701                 AFL2
2359                       20360701                 AFL2
2360                       20360701                 AFL2
2361                       20360701                 AFL2
2362                       20360701                 AFL2
2363                       20360701                 AFL2
2364                       20360701                 AFL2
2365                       20360701                 AFL2
2366                       20360701                 AFL2
2367                       20360701                 AFL2
2368                       20360701                 AFL2
2369                       20360701                 AFL2
2370                       20360701                 AFL2
2371                       20360701                 AFL2
2372                       20360601                 AFL2
2373                       20360601                 AFL2
2374                       20360601                 AFL2
2375                       20360601                 AFL2
2376                       20360701                 AFL2
2377                       20360701                 AFL2
2378                       20360701                 AFL2
2379                       20360701                 AFL2
2380                       20360601                 AFL2
2381                       20360601                 AFL2
2382                       20360601                 AFL2
2383                       20360601                 AFL2
2384                       20360701                 AFL2
2385                       20360601                 AFL2
2386                       20360601                 AFL2
2387                       20360701                 AFL2
2388                       20360701                 AFL2
2389                       20360601                 AFL2
2390                       20360601                 AFL2
2391                       20360701                 AFL2
2392                       20360701                 AFL2
2393                       20360701                 AFL2
2394                       20360701                 AFL2
2395                       20360701                 AFL2
2396                       20360601                 AFL2
2397                       20360601                 AFL2
2398                       20360601                 AFL2
2399                       20360701                 AFL2
2400                       20360601                 AFL2
2401                       20360601                 AFL2
2402                       20360601                 AFL2
2403                       20360601                 AFL2
2404                       20360601                 AFL2
2405                       20360601                 AFL2
2406                       20360601                 AFL2
2407                       20360601                 AFL2
2408                       20360601                 AFL2
2409                       20360701                 AFL2
2410                       20360601                 AFL2
2411                       20360601                 AFL2
2412                       20360601                 AFL2
2413                       20360701                 AFL2
2414                       20360701                 AFL2
2415                       20360601                 AFL2
2416                       20360701                 AFL2
2417                       20360701                 AFL2
2418                       20360701                 AFL2
2419                       20360601                 AFL2
2420                       20360701                 AFL2
2421                       20360601                 AFL2
2422                       20360701                 AFL2
2423                       20360701                 AFL2
2424                       20360701                 AFL2
2425                       20360701                 AFL2
2426                       20360601                 AFL2
2427                       20360701                 AFL2
2428                       20360701                 AFL2
2429                       20360701                 AFL2
2430                       20360701                 AFL2
2431                       20360701                 AFL2
2432                       20360601                 AFL2
2433                       20360701                 AFL2
2434                       20360701                 AFL2
2435                       20360701                 AFL2
2436                       20360601                 AFL2
2437                       20360701                 AFL2
2438                       20360701                 AFL2
2439                       20360701                 AFL2
2440                       20360701                 AFL2
2441                       20360701                 AFL2
2442                       20360701                 AFL2
2443                       20360701                 AFL2
2444                       20360601                 AFL2
2445                       20360701                 AFL2
2446                       20360701                 AFL2
2447                       20360601                 AFL2
2448                       20360501                 AFL2
2449                       20360601                 AFL2
2450                       20360701                 AFL2
2451                       20360701                 AFL2
2452                       20360701                 AFL2
2453                       20360601                 AFL2
2454                       20360701                 AFL2
2455                       20360601                 AFL2
2456                       20360601                 AFL2
2457                       20360601                 AFL2
2458                       20360701                 AFL2
2459                       20360601                 AFL2
2460                       20360601                 AFL2
2461                       20360701                 AFL2
2462                       20360601                 AFL2
2463                       20360501                 AFL2
2464                       20360701                 AFL2
2465                       20360701                 AFL2
2466                       20360701                 AFL2
2467                       20360701                 AFL2
2468                       20360701                 AFL2
2469                       20360701                 AFL2
2470                       20360701                 AFL2
2471                       20360701                 AFL2
2472                       20360701                 AFL2
2473                       20360701                 AFL2
2474                       20360701                 AFL2
2475                       20360701                 AFL2
2476                       20360501                 AFL2
2477                       20360501                 AFL2
2478                       20360701                 AFL2
2479                       20360701                 AFL2
2480                       20360701                 AFL2
2481                       20360701                 AFL2
2482                       20360701                 AFL2
2483                       20360701                 AFL2
2484                       20360601                 AFL2
2485                       20360701                 AFL2
2486                       20360701                 AFL2
2487                       20360701                 AFL2
2488                       20360701                 AFL2
2489                       20360701                 AFL2
2490                       20360701                 AFL2
2491                       20360701                 AFL2
2492                       20360601                 AFL2
2493                       20360701                 AFL2
2494                       20360701                 AFL2
2495                       20360701                 AFL2
2496                       20360701                 AFL2
2497                       20360601                 AFL2
2498                       20360601                 AFL2
2499                       20360701                 AFL2
2500                       20360701                 AFL2
2501                       20360701                 AFL2
2502                       20360601                 AFL2
2503                       20360701                 AFL2
2504                       20360601                 AFL2
2505                       20360701                 AFL2
2506                       20360701                 AFL2
2507                       20360701                 AFL2
2508                       20360601                 AFL2
2509                       20360701                 AFL2
2510                       20360701                 AFL2
2511                       20360601                 AFL2
2512                       20360701                 AFL2
2513                       20360701                 AFL2
2514                       20360701                 AFL2
2515                       20360701                 AFL2
2516                       20360601                 AFL2
2517                       20360701                 AFL2
2518                       20360601                 AFL2
2519                       20360701                 AFL2
2520                       20360601                 AFL2
2521                       20360701                 AFL2
2522                       20360601                 AFL2
2523                       20360701                 AFL2
2524                       20360701                 AFL2
2525                       20360701                 AFL2
2526                       20360701                 AFL2
2527                       20360701                 AFL2
2528                       20360701                 AFL2
2529                       20360701                 AFL2
2530                       20360601                 AFL2
2531                       20360701                 AFL2
2532                       20360601                 AFL2
2533                       20360701                 AFL2
2534                       20360501                 AFL2
2535                       20360701                 AFL2
2536                       20360701                 AFL2
2537                       20360701                 AFL2
2538                       20360701                 AFL2
2539                       20360701                 AFL2
2540                       20360701                 AFL2
2541                       20360701                 AFL2
2542                       20360701                 AFL2
2543                       20360701                 AFL2
2544                       20360701                 AFL2
2545                       20360701                 AFL2
2546                       20360701                 AFL2
2547                       20360701                 AFL2
2548                       20360701                 AFL2
2549                       20360701                 AFL2
2550                       20360701                 AFL2
2551                       20360701                 AFL2
2552                       20360701                 AFL2
2553                       20360701                 AFL2
2554                       20360701                 AFL2
2555                       20360701                 AFL2
2556                       20360701                 AFL2
2557                       20360701                 AFL2
2558                       20360701                 AFL2
2559                       20360701                 AFL2
2560                       20360701                 AFL2
2561                       20360601                 AFL2
2562                       20360601                 AFL2
2563                       20360701                 AFL2
2564                       20360601                 AFL2
2565                       20360701                 AFL2
2566                       20360701                 AFL2
2567                       20360601                 AFL2
2568                       20360701                 AFL2
2569                       20360701                 AFL2
2570                       20360701                 AFL2
2571                       20360701                 AFL2
2572                       20360701                 AFL2
2573                       20360601                 AFL2
2574                       20360601                 AFL2
2575                       20360701                 AFL2
2576                       20360701                 AFL2
2577                       20360701                 AFL2
2578                       20360601                 AFL2
2579                       20360701                 AFL2
2580                       20360701                 AFL2
2581                       20360701                 AFL2
2582                       20360601                 AFL2
2583                       20360601                 AFL2
2584                       20360601                 AFL2
2585                       20360701                 AFL2
2586                       20360601                 AFL2
2587                       20360601                 AFL2
2588                       20360701                 AFL2
2589                       20360701                 AFL2
2590                       20360701                 AFL2
2591                       20360601                 AFL2
2592                       20360601                 AFL2
2593                       20360601                 AFL2
2594                       20360701                 AFL2
2595                       20360601                 AFL2
2596                       20360701                 AFL2
2597                       20360601                 AFL2
2598                       20360601                 AFL2
2599                       20351101                 AFL2
2600                       20360701                 AFL2
2601                       20360601                 AFL2
2602                       20360701                 AFL2
2603                       20360401                 AFL2
2604                       20360401                 AFL2
2605                       20360601                 AFL2
2606                       20360701                 AFL2
2607                       20360701                 AFL2
2608                       20360601                 AFL2
2609                       20360701                 AFL2
2610                       20360401                 AFL2
2611                       20360601                 AFL2
2612                       20360701                 AFL2
2613                       20360701                 AFL2
2614                       20360701                 AFL2
2615                       20360701                 AFL2
2616                       20360701                 AFL2
2617                       20360701                 AFL2
2618                       20360601                 AFL2
2619                       20360701                 AFL2
2620                       20360601                 AFL2
2621                       20360701                 AFL2
2622                       20360601                 AFL2
2623                       20360701                 AFL2
2624                       20360701                 AFL2
2625                       20360601                 AFL2
2626                       20360701                 AFL2
2627                       20360701                 AFL2
2628                       20360701                 AFL2
2629                       20360701                 AFL2
2630                       20360701                 AFL2
2631                       20360701                 AFL2
2632                       20360701                 AFL2
2633                       20360701                 AFL2
2634                       20360701                 AFL2
2635                       20360701                 AFL2
2636                       20360701                 AFL2
2637                       20360701                 AFL2
2638                       20360401                 AFL2
2639                       20360301                 AFL2
2640                       20360601                 AFL2
2641                       20360601                 AFL2
2642                       20360701                 AFL2
2643                       20360601                 AFL2
2644                       20360701                 AFL2
2645                       20360701                 AFL2
2646                       20360601                 AFL2
2647                       20360601                 AFL2
2648                       20360701                 AFL2
2649                       20360701                 AFL2
2650                       20360701                 AFL2
2651                       20360601                 AFL2
2652                       20360601                 AFL2
2653                       20360501                 AFL2
2654                       20360501                 AFL2
2655                       20360701                 AFL2
2656                       20360601                 AFL2
2657                       20360601                 AFL2
2658                       20360601                 AFL2
2659                       20360601                 AFL2
2660                       20360601                 AFL2
2661                       20360601                 AFL2
2662                       20360701                 AFL2
2663                       20360601                 AFL2
2664                       20360701                 AFL2
2665                       20360601                 AFL2
2666                       20360701                 AFL2
2667                       20360701                 AFL2
2668                       20360701                 AFL2
2669                       20360701                 AFL2
2670                       20360701                 AFL2
2671                       20360601                 AFL2
2672                       20360601                 AFL2
2673                       20360701                 AFL2
2674                       20360601                 AFL2
2675                       20360601                 AFL2
2676                       20360701                 AFL2
2677                       20360601                 AFL2
2678                       20360601                 AFL2
2679                       20360701                 AFL2
2680                       20360701                 AFL2
2681                       20360601                 AFL2
2682                       20360701                 AFL2
2683                       20360701                 AFL2
2684                       20360601                 AFL2
2685                       20360601                 AFL2
2686                       20360701                 AFL2
2687                       20360601                 AFL2
2688                       20360601                 AFL2
2689                       20360601                 AFL2
2690                       20360501                 AFL2
2691                       20360701                 AFL2
2692                       20360701                 AFL2
2693                       20360701                 AFL2
2694                       20360701                 AFL2
2695                       20360701                 AFL2
2696                       20360701                 AFL2
2697                       20360601                 AFL2
2698                       20360601                 AFL2
2699                       20360701                 AFL2
2700                       20360601                 AFL2
2701                       20360601                 AFL2
2702                       20360701                 AFL2
2703                       20360701                 AFL2
2704                       20360601                 AFL2
2705                       20360601                 AFL2
2706                       20360601                 AFL2
2707                       20360701                 AFL2
2708                       20360601                 AFL2
2709                       20360601                 AFL2
2710                       20360701                 AFL2
2711                       20360601                 AFL2
2712                       20360601                 AFL2
2713                       20360701                 AFL2
2714                       20360701                 AFL2
2715                       20360601                 AFL2
2716                       20360701                 AFL2
2717                       20360601                 AFL2
2718                       20360701                 AFL2
2719                       20360701                 AFL2
2720                       20360601                 AFL2
2721                       20360701                 AFL2
2722                       20360701                 AFL2
2723                       20360601                 AFL2
2724                       20360701                 AFL2
2725                       20360601                 AFL2
2726                       20360601                 AFL2
2727                       20360601                 AFL2
2728                       20360601                 AFL2
2729                       20360701                 AFL2
2730                       20360601                 AFL2
2731                       20360601                 AFL2
2732                       20360701                 AFL2
2733                       20360601                 AFL2
2734                       20360601                 AFL2
2735                       20360601                 AFL2
2736                       20360701                 AFL2
2737                       20360701                 AFL2
2738                       20360601                 AFL2
2739                       20360601                 AFL2
2740                       20360601                 AFL2
2741                       20360601                 AFL2
2742                       20360701                 AFL2
2743                       20360601                 AFL2
2744                       20360701                 AFL2
2745                       20360601                 AFL2
2746                       20360601                 AFL2
2747                       20360601                 AFL2
2748                       20360601                 AFL2
2749                       20360601                 AFL2
2750                       20360601                 AFL2
2751                       20360601                 AFL2
2752                       20360701                 AFL2
2753                       20360601                 AFL2
2754                       20360601                 AFL2
2755                       20360701                 AFL2
2756                       20360701                 AFL2
2757                       20360701                 AFL2
2758                       20360601                 AFL2
2759                       20360601                 AFL2
2760                       20360601                 AFL2
2761                       20360601                 AFL2
2762                       20360701                 AFL2
2763                       20360601                 AFL2
2764                       20360601                 AFL2
2765                       20360601                 AFL2
2766                       20360601                 AFL2
2767                       20360601                 AFL2
2768                       20360601                 AFL2
2769                       20360601                 AFL2
2770                       20360601                 AFL2
2771                       20360601                 AFL2
2772                       20360601                 AFL2
2773                       20360701                 AFL2
2774                       20360601                 AFL2
2775                       20360601                 AFL2
2776                       20360601                 AFL2
2777                       20360601                 AFL2
2778                       20360601                 AFL2
2779                       20360701                 AFL2
2780                       20360701                 AFL2
2781                       20360701                 AFL2
2782                       20360701                 AFL2
2783                       20360601                 AFL2
2784                       20360701                 AFL2
2785                       20360601                 AFL2
2786                       20360601                 AFL2
2787                       20360601                 AFL2
2788                       20360601                 AFL2
2789                       20360601                 AFL2
2790                       20360601                 AFL2
2791                       20360701                 AFL2
2792                       20360601                 AFL2
2793                       20360701                 AFL2
2794                       20360701                 AFL2
2795                       20360601                 AFL2
2796                       20360601                 AFL2
2797                       20360601                 AFL2
2798                       20360701                 AFL2
2799                       20360701                 AFL2
2800                       20360601                 AFL2
2801                       20360701                 AFL2
2802                       20360701                 AFL2
2803                       20360701                 AFL2
2804                       20360601                 AFL2
2805                       20360701                 AFL2
2806                       20360601                 AFL2
2807                       20360701                 AFL2
2808                       20360601                 AFL2
2809                       20360701                 AFL2
2810                       20360601                 AFL2
2811                       20360601                 AFL2
2812                       20360601                 AFL2
2813                       20360601                 AFL2
2814                       20360601                 AFL2
2815                       20360601                 AFL2
2816                       20360601                 AFL2
2817                       20360601                 AFL2
2818                       20360701                 AFL2
2819                       20360501                 AFL2
2820                       20360701                 AFL2
2821                       20360701                 AFL2
2822                       20360601                 AFL2
2823                       20360701                 AFL2
2824                       20360601                 AFL2
2825                       20360701                 AFL2
2826                       20360601                 AFL2
2827                       20360601                 AFL2
2828                       20360701                 AFL2
2829                       20360601                 AFL2
2830                       20360701                 AFL2
2831                       20360701                 AFL2
2832                       20360601                 AFL2
2833                       20360601                 AFL2
2834                       20360601                 AFL2
2835                       20360601                 AFL2
2836                       20360601                 AFL2
2837                       20360601                 AFL2
2838                       20360601                 AFL2
2839                       20360701                 AFL2
2840                       20360701                 AFL2
2841                       20360601                 AFL2
2842                       20360701                 AFL2
2843                       20360601                 AFL2
2844                       20360601                 AFL2
2845                       20360601                 AFL2
2846                       20360601                 AFL2
2847                       20360701                 AFL2
2848                       20360601                 AFL2
2849                       20360601                 AFL2
2850                       20360601                 AFL2
2851                       20360601                 AFL2
2852                       20360401                 AFL2
2853                       20360701                 AFL2
2854                       20360601                 AFL2
2855                       20360601                 AFL2
2856                       20360701                 AFL2
2857                       20360601                 AFL2
2858                       20360601                 AFL2
2859                       20360701                 AFL2
2860                       20360601                 AFL2
2861                       20360601                 AFL2
2862                       20360601                 AFL2
2863                       20360701                 AFL2
2864                       20360701                 AFL2
2865                       20360601                 AFL2
2866                       20360601                 AFL2
2867                       20360701                 AFL2
2868                       20360701                 AFL2
2869                       20360701                 AFL2
2870                       20360601                 AFL2
2871                       20360601                 AFL2
2872                       20360601                 AFL2
2873                       20360601                 AFL2
2874                       20360601                 AFL2
2875                       20360701                 AFL2
2876                       20360601                 AFL2
2877                       20360601                 AFL2
2878                       20360601                 AFL2
2879                       20360701                 AFL2
2880                       20360701                 AFL2
2881                       20360701                 AFL2
2882                       20360701                 AFL2
2883                       20360701                 AFL2
2884                       20360601                 AFL2
2885                       20360601                 AFL2
2886                       20360601                 AFL2
2887                       20360701                 AFL2
2888                       20360701                 AFL2
2889                       20360601                 AFL2
2890                       20360701                 AFL2
2891                       20360601                 AFL2
2892                       20360701                 AFL2
2893                       20360601                 AFL2
2894                       20360601                 AFL2
2895                       20360601                 AFL2
2896                       20360601                 AFL2
2897                       20360601                 AFL2
2898                       20360701                 AFL2
2899                       20360701                 AFL2
2900                       20360701                 AFL2
2901                       20360701                 AFL2
2902                       20360601                 AFL2
2903                       20360601                 AFL2
2904                       20360601                 AFL2
2905                       20360601                 AFL2
2906                       20360601                 AFL2
2907                       20360701                 AFL2
2908                       20360601                 AFL2
2909                       20360701                 AFL2
2910                       20360601                 AFL2
2911                       20360701                 AFL2
2912                       20360601                 AFL2
2913                       20360601                 AFL2
2914                       20360601                 AFL2
2915                       20360701                 AFL2
2916                       20360701                 AFL2
2917                       20360701                 AFL2
2918                       20360701                 AFL2
2919                       20360601                 AFL2
2920                       20360701                 AFL2
2921                       20360601                 AFL2
2922                       20360601                 AFL2
2923                       20360601                 AFL2
2924                       20360601                 AFL2
2925                       20360601                 AFL2
2926                       20360701                 AFL2
2927                       20360601                 AFL2
2928                       20360701                 AFL2
2929                       20360601                 AFL2
2930                       20360601                 AFL2
2931                       20360601                 AFL2
2932                       20360601                 AFL2
2933                       20360601                 AFL2
2934                       20360601                 AFL2
2935                       20360701                 AFL2
2936                       20360701                 AFL2
2937                       20360601                 AFL2
2938                       20360701                 AFL2
2939                       20360601                 AFL2
2940                       20360601                 AFL2
2941                       20360601                 AFL2
2942                       20360701                 AFL2
2943                       20360601                 AFL2
2944                       20360701                 AFL2
2945                       20360701                 AFL2
2946                       20360601                 AFL2
2947                       20360601                 AFL2
2948                       20360701                 AFL2
2949                       20360601                 AFL2
2950                       20360701                 AFL2
2951                       20360701                 AFL2
2952                       20360701                 AFL2
2953                       20360601                 AFL2
2954                       20360601                 AFL2
2955                       20360601                 AFL2
2956                       20360701                 AFL2
2957                       20360701                 AFL2
2958                       20360701                 AFL2
2959                       20360601                 AFL2
2960                       20360701                 AFL2
2961                       20360601                 AFL2
2962                       20360601                 AFL2
2963                       20360601                 AFL2
2964                       20360701                 AFL2
2965                       20360701                 AFL2
2966                       20360601                 AFL2
2967                       20360601                 AFL2
2968                       20360701                 AFL2
2969                       20360601                 AFL2
2970                       20360601                 AFL2
2971                       20360601                 AFL2
2972                       20360601                 AFL2
2973                       20360601                 AFL2
2974                       20360601                 AFL2
2975                       20360601                 AFL2
2976                       20360701                 AFL2
2977                       20360601                 AFL2
2978                       20360601                 AFL2
2979                       20360701                 AFL2
2980                       20360601                 AFL2
2981                       20360601                 AFL2
2982                       20360701                 AFL2
2983                       20360601                 AFL2
2984                       20360501                 AFL2
2985                       20360601                 AFL2
2986                       20360601                 AFL2
2987                       20360301                 AFL2
2988                       20360601                 AFL2
2989                       20360601                 AFL2
2990                       20360601                 AFL2
2991                       20360601                 AFL2
2992                       20360601                 AFL2
2993                       20360701                 AFL2
2994                       20360701                 AFL2
2995                       20360701                 AFL2
2996                       20360701                 AFL2
2997                       20360701                 AFL2
2998                       20360701                 AFL2
2999                       20360701                 AFL2
3000                       20360701                 AFL2
3001                       20360701                 AFL2
3002                       20360701                 AFL2
3003                       20360501                 AFL2
3004                       20360501                 AFL2
3005                       20360601                 AFL2
3006                       20360701                 AFL2
3007                       20360601                 AFL2
3008                       20360701                 AFL2
3009                       20360601                 AFL2
3010                       20360501                 AFL2
3011                       20360701                 AFL2
3012                       20360501                 AFL2
3013                       20360701                 AFL2
3014                       20360601                 AFL2
3015                       20360701                 AFL2
3016                       20360601                 AFL2
3017                       20360701                 AFL2
3018                       20360601                 AFL2
3019                       20360701                 AFL2
3020                       20360701                 AFL2
3021                       20360601                 AFL2
3022                       20360701                 AFL2
3023                       20360701                 AFL2
3024                       20360701                 AFL2
3025                       20360601                 AFL2
3026                       20360701                 AFL2
3027                       20360701                 AFL2
3028                       20360701                 AFL2
3029                       20360701                 AFL2
3030                       20360701                 AFL2
3031                       20360701                 AFL2
3032                       20360701                 AFL2
3033                       20360601                 AFL2
3034                       20360601                 AFL2
3035                       20360601                 AFL2
3036                       20360701                 AFL2
3037                       20360601                 AFL2
3038                       20360601                 AFL2
3039                       20360601                 AFL2
3040                       20360401                 AFL2
3041                       20360601                 AFL2
3042                       20360601                 AFL2
3043                       20360601                 AFL2
3044                       20360601                 AFL2
3045                       20360701                 AFL2
3046                       20360601                 AFL2
3047                       20360601                 ADN1
3048                       20360601                 ADN1
3049                       20360601                 ADN1
3050                       20360601                 ADN1
3051                       20360701                 ADN1
3052                       20360701                 ADN1
3053                       20360701                 ADN1
3054                       20360701                 ADN1
3055                       20360701                 ADN1
3056                       20360701                 ADN1
3057                       20360701                 ADN1
3058                       20360701                 ADN1
3059                       20360701                 ADN1
3060                       20360701                 ADN1
3061                       20360701                 ADN1
3062                       20360701                 ADN1
3063                       20360701                 ADN1
3064                       20360601                 ADN1
3065                       20360601                 ADN1
3066                       20360701                 ADN1
3067                       20360701                 ADN1
3068                       20360601                 ADN1
3069                       20360701                 ADN1
3070                       20360601                 ADN1
3071                       20360701                 ADN1
3072                       20360701                 ADN1
3073                       20360701                 ADN1
3074                       20360701                 ADN1
3075                       20360701                 ADN1
3076                       20360701                 ADN1
3077                       20360701                 ADN1
3078                       20360701                 ADN1
3079                       20360701                 ADN1
3080                       20360701                 ADN1
3081                       20360701                 ADN1
3082                       20360701                 ADN1
3083                       20360701                 ADN1
3084                       20360701                 ADN1
3085                       20360701                 ADN1
3086                       20360701                 ADN1
3087                       20360701                 ADN1
3088                       20360701                 ADN1
3089                       20360701                 ADN1
3090                       20360701                 ADN1
3091                       20360601                 ADN1
3092                       20360701                 ADN1
3093                       20360701                 ADN1
3094                       20360701                 ADN1
3095                       20360701                 ADN1
3096                       20360701                 ADN1
3097                       20360701                 ADN1
3098                       20360701                 ADN1
3099                       20360701                 ADN1
3100                       20360701                 ADN1
3101                       20360701                 ADN1
3102                       20360701                 ADN1
3103                       20360701                 ADN1
3104                       20360701                 ADN1
3105                       20360701                 ADN1
3106                       20360701                 ADN1
3107                       20360701                 ADN1
3108                       20360701                 ADN1
3109                       20360701                 ADN1
3110                       20360701                 ADN1
3111                       20360701                 ADN1
3112                       20360701                 ADN1
3113                       20360701                 ADN1
3114                       20360601                 ADN1
3115                       20360701                 ADN1
3116                       20360701                 ADN1
3117                       20360601                 ADN1
3118                       20360701                 ADN1
3119                       20360701                 ADN1
3120                       20360701                 ADN1
3121                       20360701                 ADN1
3122                       20360701                 ADN1
3123                       20360701                 ADN1
3124                       20360701                 ADN1
3125                       20360701                 ADN1
3126                       20360601                 ADN1
3127                       20360401                 ADN1
3128                       20360701                 ADN1
3129                       20360701                 ADN1
3130                       20360701                 ADN1
3131                       20360701                 ADN1
3132                       20360601                 ADN1
3133                       20360701                 ADN1
3134                       20360701                 ADN1
3135                       20360701                 ADN1
3136                       20360701                 ADN1
3137                       20360701                 ADN1
3138                       20360701                 ADN1
3139                       20360701                 ADN1
3140                       20360701                 ADN1
3141                       20360701                 ADN1
3142                       20360701                 ADN1
3143                       20360701                 ADN1
3144                       20360701                 ADN1
3145                       20360701                 ADN1
3146                       20360701                 ADN1
3147                       20360701                 ADN1
3148                       20360701                 ADN1
3149                       20360701                 ADN1
3150                       20360701                 ADN1
3151                       20360601                 ADN1
3152                       20360701                 ADN1
3153                       20360701                 ADN1
3154                       20360601                 ADN1
3155                       20360701                 ADN1
3156                       20360701                 ADN1
3157                       20360701                 ADN1
3158                       20360701                 ADN1
3159                       20360701                 ADN1
3160                       20360701                 ADN1
3161                       20360701                 ADN1
3162                       20360701                 ADN1
3163                       20360701                 ADN1
3164                       20360701                 ADN1
3165                       20360701                 ADN1
3166                       20360701                 ADN1
3167                       20360701                 ADN1
3168                       20360701                 ADN1
3169                       20360701                 ADN1
3170                       20360501                 ADN1
3171                       20360701                 ADN1
3172                       20360701                 ADN1
3173                       20360701                 ADN1
3174                       20360701                 ADN1
3175                       20360701                 ADN1
3176                       20360701                 ADN1
3177                       20360701                 ADN1
3178                       20360701                 ADN1
3179                       20360701                 ADN1
3180                       20360701                 ADN1
3181                       20360601                 ADN1
3182                       20360701                 ADN1
3183                       20360701                 ADN1
3184                       20360701                 ADN1
3185                       20360701                 ADN1
3186                       20360701                 ADN1
3187                       20360701                 ADN1
3188                       20360601                 AFL2
3189                       20360701                 AFL2
3190                       20360601                 AFL2
3191                       20360501                 AFL2
3192                       20360601                 AFL2
3193                       20360701                 AFL2
3194                       20360601                 AFL2
3195                       20360701                 AFL2
3196                       20360701                 AFL2
3197                       20360601                 AFL2
3198                       20360701                 AFL2
3199                       20360601                 AFL2
3200                       20360701                 AFL2
3201                       20360601                 AFL2
3202                       20360601                 AFL2
3203                       20360601                 AFL2
3204                       20360501                 AFL2
3205                       20360601                 AFL2
3206                       20360601                 AFL2
3207                       20360601                 AFL2
3208                       20360601                 AFL2
3209                       20360701                 AFL2
3210                       20360601                 AFL2
3211                       20360701                 AFL2
3212                       20360701                 AFL2
3213                       20360601                 AFL2
3214                       20360601                 AFL2
3215                       20360701                 AFL2
3216                       20360701                 AFL2
3217                       20360701                 AFL2
3218                       20360701                 AFL2
3219                       20360701                 AFL2
3220                       20360701                 AFL2
3221                       20360601                 AFL2
3222                       20360601                 AFL2
3223                       20360701                 AFL2
3224                       20360701                 AFL2
3225                       20360701                 AFL2
3226                       20360601                 AFL2
3227                       20360701                 AFL2
3228                       20360601                 AFL2
3229                       20360701                 AFL2
3230                       20360701                 AFL2
3231                       20360701                 AFL2
3232                       20360701                 AFL2
3233                       20360601                 AFL2
3234                       20360701                 AFL2
3235                       20360701                 AFL2
3236                       20360701                 AFL2
3237                       20360701                 AFL2
3238                       20360701                 AFL2
3239                       20360601                 AFL2
3240                       20360601                 AFL2
3241                       20360601                 AFL2
3242                       20360601                 AFL2
3243                       20360601                 AFL2
3244                       20360601                 AFL2
3245                       20360601                 AFL2
3246                       20360701                 AFL2
3247                       20360601                 AFL2
3248                       20360701                 AFL2
3249                       20360601                 AFL2
3250                       20360701                 AFL2
3251                       20360701                 AFL2
3252                       20360701                 AFL2
3253                       20360701                 AFL2
3254                       20360601                 AFL2
3255                       20360601                 AFL2
3256                       20360601                 AFL2
3257                       20360701                 AFL2
3258                       20360701                 AFL2
3259                       20360601                 AFL2
3260                       20360701                 AFL2
3261                       20360601                 AFL2
3262                       20360601                 AFL2
3263                       20360601                 AFL2
3264                       20360601                 AFL2
3265                       20360701                 AFL2
3266                       20360501                 AFL2
3267                       20360601                 AFL2
3268                       20360601                 AFL2
3269                       20360701                 AFL2
3270                       20360701                 AFL2
3271                       20360701                 AFL2
3272                       20360601                 AFL2
3273                       20360601                 AFL2
3274                       20360601                 AFL2
3275                       20360601                 AFL2
3276                       20360601                 AFL2
3277                       20360601                 AFL2
3278                       20360601                 AFL2
3279                       20360601                 AFL2
3280                       20360601                 AFL2
3281                       20360601                 AFL2
3282                       20360601                 AFL2
3283                       20360601                 AFL2
3284                       20360601                 AFL2
3285                       20360601                 AFL2
3286                       20360601                 AFL2
3287                       20360701                 AFL2
3288                       20360601                 AFL2
3289                       20360701                 AFL2
3290                       20360601                 AFL2
3291                       20360601                 AFL2
3292                       20360601                 AFL2
3293                       20360601                 AFL2
3294                       20360701                 AFL2
3295                       20360701                 AFL2
3296                       20360601                 AFL2
3297                       20360601                 AFL2
3298                       20360601                 AFL2
3299                       20360701                 AFL2
3300                       20360601                 AFL2
3301                       20360601                 AFL2
3302                       20360701                 AFL2
3303                       20360601                 AFL2
3304                       20360701                 AFL2
3305                       20360601                 AFL2
3306                       20360601                 AFL2
3307                       20360601                 AFL2
3308                       20360601                 AFL2
3309                       20360701                 AFL2
3310                       20360701                 AFL2
3311                       20360601                 AFL2
3312                       20360701                 AFL2
3313                       20360601                 AFL2
3314                       20360601                 AFL2
3315                       20360601                 AFL2
3316                       20360601                 AFL2
3317                       20360601                 AFL2
3318                       20360501                 AFL2
3319                       20360601                 AFL2
3320                       20360701                 AFL2
3321                       20360601                 AFL2
3322                       20360701                 WALN
3323                       20360701                 WALN
3324                       20360701                 WALN
3325                       20360701                 WALN
3326                       20360701                 WALN
3327                       20360701                 WALN
3328                       20360701                 WALN
3329                       20360701                 WALN
3330                       20360701                 WALN
3331                       20360701                 WALN
3332                       20360701                 WALN
3333                       20360601                 WALN
3334                       20360601                 WALN
3335                       20360701                 WALN
3336                       20360501                 ALT1
3337                       20360501                 ALT1
3338                       20360601                 WALN
3339                       20360601                 WALN
3340                       20360601                 WALN
3341                       20360601                 WALN
3342                       20360601                 WALN
3343                       20360601                 WALN
3344                       20360601                 WALN
3345                       20360601                 WALN
3346                       20360601                 WALN
3347                       20360601                 WALN
3348                       20360601                 WALN
3349                       20360601                 WALN
3350                       20360601                 WALN
3351                       20360601                 WALN
3352                       20360601                 WALN
3353                       20360601                 WALN
3354                       20360701                 WALN
3355                       20360601                 WALN
3356                       20350501                 ALT1
3357                       20350501                 ALT1
3358                       20350601                 ALT1
3359                       20360701                 AFL2
3360                       20360601                 AFL2
3361                       20360701                 AFL2
3362                       20360701                 AFL2
3363                       20360701                 AFL2
3364                       20360701                 AFL2
3365                       20360701                 AFL2
3366                       20360601                 AFL2
3367                       20360601                 AFL2
3368                       20360601                 AFL2
3369                       20360601                 AFL2
3370                       20360601                 AFL2
3371                       20360601                 AFL2
3372                       20360701                 AFL2
3373                       20360701                 AFL2
3374                       20360601                 AFL2
3375                       20360701                 AFL2
3376                       20360701                 AFL2
3377                       20360601                 AFL2
3378                       20360601                 AFL2
3379                       20360701                 AFL2
3380                       20360701                 AFL2
3381                       20360701                 AFL2
3382                       20360601                 AFL2
3383                       20360601                 AFL2
3384                       20360601                 AFL2
3385                       20360701                 AFL2
3386                       20360601                 AFL2
3387                       20360701                 AFL2
3388                       20360701                 AFL2
3389                       20360601                 AFL2
3390                       20360601                 AFL2
3391                       20360601                 AFL2
3392                       20360701                 AFL2
3393                       20360701                 AFL2
3394                       20360701                 AFL2
3395                       20360701                 AFL2
3396                       20360601                 AFL2
3397                       20360701                 AFL2
3398                       20360701                 AFL2
3399                       20360701                 AFL2
3400                       20360701                 AFL2
3401                       20360701                 AFL2
3402                       20360601                 AFL2
3403                       20360701                 AFL2
3404                       20360601                 AFL2
3405                       20360701                 AFL2
3406                       20360601                 AFL2
3407                       20350801                 ALCA
3408                       20351201                 AFL2
3409                       20360601                 AFL2
3410                       20350901                 ALT1
3411                       20360601                 AFL2
3412                       20360701                 AFL2
3413                       20360701                 AFL2
3414                       20360601                 AFL2
3415                       20360601                 AFL2
3416                       20360601                 AFL2
3417                       20360701                 AFL2
3418                       20360501                 AFL2
3419                       20360601                 AFL2
3420                       20360601                 AFL2
3421                       20360601                 AFL2
3422                       20360601                 AFL2
3423                       20360601                 AFL2
3424                       20360601                 AFL2
3425                       20360601                 AFL2
3426                       20360601                 AFL2
3427                       20360601                 AFL2
3428                       20360701                 AFL2
3429                       20360601                 AFL2
3430                       20360601                 AFL2
3431                       20360601                 AFL2
3432                       20360601                 AFL2
3433                       20360501                 AFL2
3434                       20360601                 AFL2
3435                       20360701                 AFL2
3436                       20360501                 AFL2
3437                       20360601                 AFL2
3438                       20360701                 AFL2
3439                       20360701                 AFL2
3440                       20360701                 AFL2
3441                       20360701                 AFL2
3442                       20360101                 AFL2
3443                       20360601                 AFL2
3444                       20360401                 AFL2
3445                       20360501                 AFL2
3446                       20360501                 AFL2
3447                       20360501                 AFL2
3448                       20360501                 AFL2
3449                       20360501                 AFL2
3450                       20360601                 AFL2
3451                       20360601                 AFL2
3452                       20360601                 AFL2
3453                       20360601                 AFL2
3454                       20360601                 AFL2
3455                       20360701                 AFL2
3456                       20360601                 AFL2
3457                       20360601                 AFL2
3458                       20360701                 AFL2
3459                       20360601                 AFL2
3460                       20360601                 AFL2
3461                       20360701                 AFL2
3462                       20360601                 AFL2
3463                       20360601                 AFL2
3464                       20360701                 AFL2
3465                       20360601                 AFL2
3466                       20360601                 AFL2
3467                       20360601                 AFL2
3468                       20360601                 AFL2
3469                       20360701                 AFL2
3470                       20360601                 AFL2
3471                       20360601                 AFL2
3472                       20360701                 AFL2
3473                       20360701                 AFL2
3474                       20360601                 AFL2
3475                       20360601                 AFL2
3476                       20360601                 AFL2
3477                       20360601                 AFL2
3478                       20360601                 AFL2
3479                       20360601                 AFL2
3480                       20360701                 AFL2
3481                       20360601                 AFL2
3482                       20360601                 AFL2
3483                       20360601                 AFL2
3484                       20360601                 AFL2
3485                       20360601                 AFL2
3486                       20360701                 AFL2
3487                       20360601                 AFL2
3488                       20360601                 AFL2
3489                       20360601                 AFL2
3490                       20360601                 AFL2
3491                       20360601                 AFL2
3492                       20360601                 AFL2
3493                       20360701                 AFL2
3494                       20360601                 AFL2
3495                       20360601                 AFL2
3496                       20360701                 AFL2
3497                       20360701                 AFL2
3498                       20360701                 AFL2
3499                       20360601                 AFL2
3500                       20360601                 AFL2
3501                       20360601                 AFL2
3502                       20360601                 AFL2
3503                       20360601                 AFL2
3504                       20360601                 AFL2
3505                       20360601                 AFL2
3506                       20360601                 AFL2
3507                       20360601                 AFL2
3508                       20360601                 AFL2
3509                       20360601                 AFL2
3510                       20360601                 AFL2
3511                       20360601                 AFL2
3512                       20360601                 AFL2
3513                       20360701                 AFL2
3514                       20360701                 AFL2
3515                       20360601                 AFL2
3516                       20360501                 AFL2
3517                       20360601                 AFL2
3518                       20360601                 AFL2
3519                       20360601                 AFL2
3520                       20351001                 ADN1
3521                       20351201                 ALT1
3522                       20351101                 ALCA
3523                       20360601                 AFL2
3524                       20360601                 AFL2
3525                       20360701                 AFL2
3526                       20360701                 AFL2
3527                       20360601                 AFL2
3528                       20360601                 AFL2
3529                       20360601                 AFL2
3530                       20360701                 AFL2
3531                       20360701                 AFL2
3532                       20360601                 AFL2
3533                       20360701                 AFL2
3534                       20360601                 AFL2
3535                       20360701                 AFL2
3536                       20360601                 AFL2
3537                       20360701                 AFL2
3538                       20360601                 AFL2
3539                       20360601                 AFL2
3540                       20360601                 AFL2
3541                       20360601                 AFL2
3542                       20360601                 AFL2
3543                       20360601                 AFL2
3544                       20360601                 AFL2
3545                       20360601                 AFL2
3546                       20360701                 AFL2
3547                       20360601                 AFL2
3548                       20360601                 AFL2
3549                       20360601                 AFL2
3550                       20360601                 AFL2
3551                       20360601                 AFL2
3552                       20360601                 AFL2
3553                       20360601                 AFL2
3554                       20360601                 AFL2
3555                       20360601                 AFL2
3556                       20360601                 AFL2
3557                       20360601                 AFL2
3558                       20360601                 AFL2
3559                       20360601                 AFL2
3560                       20360601                 AFL2
3561                       20360601                 AFL2
3562                       20360601                 AFL2
3563                       20360601                 AFL2
3564                       20360701                 AFL2
3565                       20360701                 AFL2
3566                       20360601                 AFL2
3567                       20360601                 AFL2
3568                       20360701                 AFL2
3569                       20360601                 AFL2
3570                       20360601                 AFL2
3571                       20360501                 AFL2
3572                       20360701                 AFL2
3573                       20360601                 AFL2
3574                       20360601                 AFL2
3575                       20360601                 AFL2
3576                       20360601                 AFL2
3577                       20360601                 AFL2
3578                       20360601                 AFL2
3579                       20360601                 AFL2
3580                       20360601                 AFL2
3581                       20360601                 AFL2
3582                       20360601                 AFL2
3583                       20360601                 AFL2
3584                       20360601                 AFL2
3585                       20360601                 AFL2
3586                       20360701                 AFL2
3587                       20360601                 AFL2
3588                       20360601                 AFL2
3589                       20360701                 AFL2
3590                       20360601                 AFL2
3591                       20360601                 AFL2
3592                       20360601                 AFL2
3593                       20360701                 AFL2
3594                       20360601                 AFL2
3595                       20360601                 AFL2
3596                       20360601                 AFL2
3597                       20360601                 AFL2
3598                       20360601                 AFL2
3599                       20360601                 AFL2
3600                       20360601                 AFL2
3601                       20360601                 AFL2
3602                       20360601                 AFL2
3603                       20360601                 AFL2
3604                       20360601                 AFL2
3605                       20360601                 AFL2
3606                       20360601                 AFL2
3607                       20360601                 AFL2
3608                       20360701                 AFL2
3609                       20360701                 AFL2
3610                       20360601                 AFL2
3611                       20360601                 AFL2
3612                       20360701                 AFL2
3613                       20360601                 AFL2
3614                       20360701                 AFL2
3615                       20360601                 AFL2
3616                       20360601                 AFL2
3617                       20360701                 AFL2
3618                       20360701                 AFL2
3619                       20360701                 AFL2
3620                       20360601                 AFL2
3621                       20360701                 AFL2
3622                       20360701                 AFL2
3623                       20360601                 AFL2
3624                       20360601                 AFL2
3625                       20360601                 AFL2
3626                       20360601                 AFL2
3627                       20360601                 AFL2
3628                       20360601                 AFL2
3629                       20360701                 AFL2
3630                       20360601                 AFL2
3631                       20360601                 AFL2
3632                       20360601                 AFL2
3633                       20360701                 AFL2
3634                       20360701                 AFL2
3635                       20360601                 AFL2
3636                       20360701                 AFL2
3637                       20360701                 AFL2
3638                       20360701                 AFL2
3639                       20360601                 AFL2
3640                       20360701                 AFL2
3641                       20360601                 AFL2
3642                       20360701                 AFL2
3643                       20360601                 AFL2
3644                       20360601                 AFL2
3645                       20360601                 AFL2
3646                       20360601                 AFL2
3647                       20360601                 AFL2
3648                       20360601                 AFL2
3649                       20360601                 AFL2
3650                       20360601                 AFL2
3651                       20360701                 AFL2
3652                       20360601                 AFL2
3653                       20360501                 AFL2
3654                       20360501                 AFL2
3655                       20360601                 AFL2
3656                       20360601                 AFL2
3657                       20360601                 AFL2
3658                       20360601                 AFL2
3659                       20360601                 AFL2
3660                       20360601                 AFL2
3661                       20360601                 AFL2
3662                       20360601                 AFL2
3663                       20360701                 AFL2
3664                       20360601                 AFL2
3665                       20360701                 AFL2
3666                       20360701                 AFL2
3667                       20360401                 AFL2
3668                       20360601                 AFL2
3669                       20360701                 AFL2
3670                       20360501                 AFL2
3671                       20360601                 AFL2
3672                       20360601                 AFL2
3673                       20360601                 AFL2
3674                       20360601                 AFL2
3675                       20360601                 AFL2
3676                       20360601                 AFL2
3677                       20360601                 AFL2
3678                       20360701                 AFL2
3679                       20360601                 AFL2
3680                       20360601                 AFL2
3681                       20360701                 AFL2
3682                       20360601                 AFL2
3683                       20360701                 AFL2
3684                       20360601                 AFL2
3685                       20360601                 AFL2
3686                       20360601                 AFL2
3687                       20360601                 AFL2
3688                       20360601                 AFL2
3689                       20360601                 AFL2
3690                       20360601                 AFL2
3691                       20360601                 AFL2
3692                       20360601                 AFL2
3693                       20360601                 AFL2
3694                       20360701                 AFL2
3695                       20360701                 AFL2
3696                       20360601                 AFL2
3697                       20360601                 AFL2
3698                       20360601                 AFL2
3699                       20360601                 AFL2
3700                       20360601                 AFL2
3701                       20360601                 AFL2
3702                       20360601                 AFL2
3703                       20360601                 AFL2
3704                       20360701                 AFL2
3705                       20360601                 AFL2
3706                       20360601                 AFL2
3707                       20360601                 AFL2
3708                       20360601                 AFL2
3709                       20360601                 AFL2
3710                       20360401                 AFL2
3711                       20360501                 AFL2
3712                       20360601                 AFL2
3713                       20360501                 AFL2
3714                       20360601                 AFL2
3715                       20360501                 AFL2
3716                       20360601                 AFL2
3717                       20360601                 AFL2
3718                       20360701                 AFL2
3719                       20360601                 AFL2
3720                       20360601                 AFL2
3721                       20360501                 AFL2
3722                       20360601                 AFL2
3723                       20360501                 AFL2
3724                       20360501                 AFL2
3725                       20360601                 AFL2
3726                       20360501                 AFL2
3727                       20360501                 AFL2
3728                       20360501                 AFL2
3729                       20360601                 AFL2
3730                       20360701                 AFL2
3731                       20360501                 AFL2
3732                       20360601                 AFL2
3733                       20360501                 AFL2
3734                       20360601                 AFL2
3735                       20360601                 AFL2
3736                       20360601                 AFL2
3737                       20360501                 AFL2
3738                       20360501                 AFL2
3739                       20360601                 AFL2
3740                       20360601                 AFL2
3741                       20360601                 AFL2
3742                       20360501                 AFL2
3743                       20360601                 AFL2
3744                       20360601                 AFL2
3745                       20360701                 AFL2
3746                       20360601                 AFL2
3747                       20360601                 AFL2
3748                       20360501                 AFL2
3749                       20360501                 AFL2
3750                       20360601                 AFL2
3751                       20360601                 AFL2
3752                       20360601                 AFL2
3753                       20360601                 AFL2
3754                       20360701                 AFL2
3755                       20360601                 AFL2
3756                       20360701                 AFL2
3757                       20360601                 AFL2
3758                       20360701                 AFL2
3759                       20360601                 AFL2
3760                       20360601                 AFL2
3761                       20360601                 AFL2
3762                       20360601                 AFL2
3763                       20360601                 AFL2
3764                       20360601                 AFL2
3765                       20360601                 AFL2
3766                       20360601                 AFL2
3767                       20360601                 AFL2
3768                       20360601                 AFL2
3769                       20360701                 AFL2
3770                       20360601                 AFL2
3771                       20360601                 AFL2
3772                       20360601                 AFL2
3773                       20360601                 AFL2
3774                       20360601                 AFL2
3775                       20360601                 AFL2
3776                       20360701                 AFL2
3777                       20360601                 AFL2
3778                       20360601                 AFL2
3779                       20360601                 AFL2
3780                       20360601                 AFL2
3781                       20360601                 AFL2
3782                       20360601                 AFL2
3783                       20360601                 AFL2
3784                       20360601                 AFL2
3785                       20360601                 AFL2
3786                       20360601                 AFL2
3787                       20360601                 AFL2
3788                       20360601                 AFL2
3789                       20360701                 AFL2
3790                       20360601                 AFL2
3791                       20360601                 AFL2
3792                       20360701                 AFL2
3793                       20360701                 AFL2
3794                       20360601                 AFL2
3795                       20360601                 AFL2
3796                       20360601                 AFL2
3797                       20360601                 AFL2
3798                       20360601                 AFL2
3799                       20360601                 AFL2
3800                       20360701                 AFL2
3801                       20360601                 AFL2
3802                       20360601                 AFL2
3803                       20360601                 AFL2
3804                       20360601                 AFL2
3805                       20360601                 AFL2
3806                       20360601                 AFL2
3807                       20360701                 AFL2
3808                       20360701                 AFL2
3809                       20360701                 AFL2
3810                       20360601                 AFL2
3811                       20360601                 AFL2
3812                       20360701                 AFL2
3813                       20360701                 AFL2
3814                       20360601                 AFL2
3815                       20360601                 AFL2
3816                       20360601                 AFL2
3817                       20360501                 AFL2
3818                       20360501                 AFL2
3819                       20360501                 AFL2
3820                       20360501                 AFL2
3821                       20360601                 AFL2
3822                       20360501                 AFL2
3823                       20360501                 AFL2
3824                       20360501                 AFL2
3825                       20360501                 AFL2
3826                       20360601                 AFL2
3827                       20360501                 AFL2
3828                       20360501                 AFL2
3829                       20360501                 AFL2
3830                       20360601                 AFL2
3831                       20360601                 AFL2
3832                       20360601                 AFL2
3833                       20360601                 AFL2
3834                       20360601                 AFL2
3835                       20360701                 AFL2
3836                       20360601                 AFL2
3837                       20360601                 AFL2
3838                       20360601                 AFL2
3839                       20360601                 AFL2
3840                       20360501                 AFL2
3841                       20360601                 AFL2
3842                       20360601                 AFL2
3843                       20360701                 AFL2
3844                       20360601                 AFL2
3845                       20360601                 AFL2
3846                       20360601                 AFL2
3847                       20360701                 AFL2
3848                       20360601                 AFL2
3849                       20360701                 AFL2
3850                       20360701                 AFL2
3851                       20360601                 AFL2
3852                       20360601                 AFL2
3853                       20360601                 AFL2
3854                       20360601                 AFL2
3855                       20360601                 AFL2
3856                       20360601                 AFL2
3857                       20360601                 AFL2
3858                       20360601                 AFL2
3859                       20360601                 AFL2
3860                       20360601                 AFL2
3861                       20360601                 AFL2
3862                       20360601                 AFL2
3863                       20360501                 AFL2
3864                       20360601                 AFL2
3865                       20360601                 AFL2
3866                       20360601                 AFL2
3867                       20360701                 AFL2
3868                       20360601                 AFL2
3869                       20360601                 AFL2
3870                       20360601                 AFL2
3871                       20360601                 AFL2
3872                       20360701                 AFL2
3873                       20360601                 AFL2
3874                       20360601                 AFL2
3875                       20360601                 AFL2
3876                       20360601                 AFL2
3877                       20360601                 AFL2
3878                       20360601                 AFL2
3879                       20360601                 AFL2
3880                       20360601                 AFL2
3881                       20360601                 AFL2
3882                       20360601                 AFL2
3883                       20360601                 AFL2
3884                       20360601                 AFL2
3885                       20360601                 AFL2
3886                       20360601                 AFL2
3887                       20360601                 AFL2
3888                       20360601                 AFL2
3889                       20360601                 AFL2
3890                       20360601                 AFL2
3891                       20360501                 AFL2
3892                       20360601                 AFL2
3893                       20360601                 AFL2
3894                       20360601                 AFL2
3895                       20360601                 AFL2
3896                       20360601                 AFL2
3897                       20360601                 AFL2
3898                       20360601                 AFL2
3899                       20360601                 AFL2
3900                       20360701                 AFL2
3901                       20360601                 AFL2
3902                       20360601                 AFL2
3903                       20360601                 AFL2
3904                       20360601                 AFL2
3905                       20360601                 AFL2
3906                       20360601                 AFL2
3907                       20360701                 AFL2
3908                       20360601                 AFL2
3909                       20360601                 AFL2
3910                       20360601                 AFL2
3911                       20360601                 AFL2
3912                       20360601                 AFL2
3913                       20360601                 AFL2
3914                       20360601                 AFL2
3915                       20360601                 AFL2
3916                       20360601                 AFL2
3917                       20360501                 AFL2
3918                       20360601                 AFL2
3919                       20360301                 AFL2
3920                       20360601                 AFL2
3921                       20360601                 AFL2
3922                       20360601                 AFL2
3923                       20360601                 AFL2
3924                       20360701                 AFL2
3925                       20360701                 AFL2
3926                       20360601                 AFL2
3927                       20360601                 AFL2
3928                       20360601                 AFL2
3929                       20360701                 AFL2
3930                       20360701                 AFL2
3931                       20360701                 AFL2
3932                       20360701                 AFL2
3933                       20360701                 AFL2
3934                       20360701                 AFL2
3935                       20360701                 AFL2
3936                       20360701                 AFL2
3937                       20360701                 AFL2
3938                       20360601                 AFL2
3939                       20360701                 AFL2
3940                       20360701                 AFL2
3941                       20360701                 AFL2
3942                       20360701                 AFL2
3943                       20360701                 AFL2
3944                       20360601                 AFL2
3945                       20360601                 AFL2
3946                       20360701                 AFL2
3947                       20360601                 AFL2
3948                       20360701                 AFL2
3949                       20360601                 AFL2
3950                       20360701                 AFL2
3951                       20360701                 AFL2
3952                       20360701                 AFL2
3953                       20360701                 AFL2
3954                       20360701                 AFL2
3955                       20360701                 AFL2
3956                       20360601                 AFL2
3957                       20360601                 AFL2
3958                       20360601                 AFL2
3959                       20360601                 AFL2
3960                       20360601                 AFL2
3961                       20360701                 AFL2
3962                       20360601                 AFL2
3963                       20360601                 AFL2
3964                       20360601                 AFL2
3965                       20360601                 AFL2
3966                       20360601                 AFL2
3967                       20360601                 AFL2
3968                       20360601                 AFL2
3969                       20360701                 AFL2
3970                       20360601                 AFL2
3971                       20360601                 AFL2
3972                       20360501                 AFL2
3973                       20360601                 AFL2
3974                       20360601                 AFL2
3975                       20360601                 AFL2
3976                       20360601                 AFL2
3977                       20360601                 AFL2
3978                       20360601                 AFL2
3979                       20360601                 AFL2
3980                       20360601                 AFL2
3981                       20360601                 AFL2
3982                       20360601                 AFL2
3983                       20360701                 AFL2
3984                       20360601                 AFL2
3985                       20360601                 AFL2
3986                       20360601                 AFL2
3987                       20360601                 AFL2
3988                       20360601                 AFL2
3989                       20360601                 AFL2
3990                       20360601                 AFL2
3991                       20360601                 AFL2
3992                       20360601                 AFL2
3993                       20360601                 AFL2
3994                       20360501                 AFL2
3995                       20360601                 AFL2
3996                       20360601                 AFL2
3997                       20360501                 AFL2
3998                       20360601                 AFL2
3999                       20360601                 AFL2
4000                       20360701                 AFL2
4001                       20360601                 AFL2
4002                       20360601                 AFL2
4003                       20360601                 AFL2
4004                       20360701                 AFL2
4005                       20360701                 AFL2
4006                       20360701                 AFL2
4007                       20360701                 AFL2
4008                       20360601                 AFL2
4009                       20360601                 AFL2
4010                       20360601                 AFL2
4011                       20360601                 AFL2
4012                       20360601                 AFL2
4013                       20360501                 AFL2
4014                       20360501                 AFL2
4015                       20360601                 AFL2
4016                       20360601                 AFL2
4017                       20360501                 AFL2
4018                       20360501                 AFL2
4019                       20360701                 AFL2
4020                       20360601                 AFL2
4021                       20351201                 ALCA
4022                       20360501                 ADN1
4023                       20360401                 ADN1
4024                       20360301                 ADN1
4025                       20360501                 ADN1
4026                       20360301                 ADN1
4027                       20360401                 ADN1
4028                       20360301                 ADN1
4029                       20360501                 ADN1
4030                       20360501                 ADN1
4031                       20360401                 ADN1
4032                       20360401                 ADN1
4033                       20360301                 ADN1
4034                       20360501                 ADN1
4035                       20360501                 ADN1
4036                       20360401                 ADN1
4037                       20360101                 ADN1
4038                       20350701                 ADN1
4039                       20360401                 ADN1
4040                       20360401                 ADN1
4041                       20360501                 ADN1
4042                       20360501                 ADN1
4043                       20360501                 ADN1
4044                       20360401                 ADN1
4045                       20360501                 ADN1
4046                       20360401                 ADN1
4047                       20360401                 ADN1
4048                       20360501                 ADN1
4049                       20360501                 ADN1
4050                       20360401                 ADN1
4051                       20360501                 ADN1
4052                       20360501                 ADN1
4053                       20360501                 ADN1
4054                       20360501                 ADN1
4055                       20360401                 ADN1
4056                       20360501                 ADN1
4057                       20360401                 ADN1
4058                       20351201                 ADN1
4059                       20360501                 ADN1
4060                       20360501                 ADN1
4061                       20360401                 ADN1
4062                       20360501                 ADN1
4063                       20360101                 ADN1
4064                       20351201                 ADN1
4065                       20350801                 ADN1
4066                       20360501                 ADN1
4067                       20360401                 ADN1
4068                       20360501                 ADN1
4069                       20360501                 ADN1
4070                       20360501                 ADN1
4071                       20360401                 ADN1
4072                       20360101                 ADN1
4073                       20360301                 ADN1
4074                       20360301                 ADN1
4075                       20360101                 ADN1
4076                       20351001                 ADN1
4077                       20360501                 ADN1
4078                       20360501                 ADN1
4079                       20360401                 ADN1
4080                       20360501                 ADN1
4081                       20360501                 ADN1
4082                       20360501                 ADN1
4083                       20360501                 ADN1
4084                       20351201                 ADN1
4085                       20360501                 AFL2
4086                       20360201                 AFL2
4087                       20360501                 AFL2
4088                       20360501                 AFL2
4089                       20280301                 ADN1
4090                       20301201                 ADN1
4091                       20310201                 ADN1
4092                       20360601                 ALT1
4093                       20360701                 ALT1
4094                       20360601                 ALT1
4095                       20360601                 ALT1
4096                       20360701                 ALT1
4097                       20360601                 ALT1
4098                       20360601                 ALT1
4099                       20360601                 ALT1
4100                       20360601                 ALT1
4101                       20360601                 ALT1
4102                       20360701                 ALT1
4103                       20360701                 ALT1
4104                       20360701                 ALT1
4105                       20360701                 ALT1
4106                       20360501                 AFL2
4107                       20360601                 AFL2
4108                       20360401                 AFL2
4109                       20360501                 AFL2
4110                       20360401                 AFL2
4111                       20360401                 AFL2
4112                       20360201                 AFL2
4113                       20360701                 WALN
4114                       20360701                 WALN
4115                       20360701                 WALN
4116                       20360701                 WALN
4117                       20360701                 WALN
4118                       20360701                 WALN
4119                       20360701                 WALN
4120                       20360701                 WALN
4121                       20360701                 WALN
4122                       20360701                 WALN
4123                       20360701                 WALN
4124                       20360701                 WALN
4125                       20360701                 WALN
4126                       20360701                 WALN
4127                       20360701                 WALN
4128                       20360701                 WALN
4129                       20360701                 WALN
4130                       20360701                 WALN
4131                       20360701                 WALN
4132                       20360701                 WALN
4133                       20360701                 WALN
4134                       20360701                 WALN
4135                       20360701                 WALN
4136                       20360701                 WALN
4137                       20360701                 WALN
4138                       20360701                 WALN
4139                       20360701                 WALN
4140                       20360701                 WALN
4141                       20360701                 WALN
4142                       20360701                 WALN
4143                       20360701                 WALN
4144                       20360601                 AFL2
4145                       20360701                 WALN
4146                       20360701                 WALN
4147                       20360701                 WALN
4148                       20360601                 AFL2
4149                       20360601                 AFL2
4150                       20360601                 AFL2
4151                       20360601                 AFL2
4152                       20360701                 AFL2
4153                       20360601                 AFL2
4154                       20360501                 AFL2
4155                       20360601                 AFL2
4156                       20360501                 AFL2
4157                       20360501                 AFL2
4158                       20360501                 AFL2
4159                       20360601                 AFL2
4160                       20360601                 AFL2
4161                       20360601                 AFL2
4162                       20360601                 AFL2
4163                       20360601                 AFL2
4164                       20360601                 AFL2
4165                       20360601                 AFL2
4166                       20360601                 AFL2
4167                       20360501                 AFL2
4168                       20360601                 AFL2
4169                       20360601                 AFL2
4170                       20360601                 AFL2
4171                       20360601                 AFL2
4172                       20360701                 AFL2
4173                       20360701                 AFL2
4174                       20360601                 AFL2
4175                       20360601                 AFL2
4176                       20360601                 AFL2
4177                       20360601                 AFL2
4178                       20360501                 AFL2
4179                       20360601                 AFL2
4180                       20360601                 AFL2
4181                       20360601                 AFL2
4182                       20360601                 AFL2
4183                       20360701                 AFL2
4184                       20360601                 AFL2
4185                       20360601                 AFL2
4186                       20360601                 AFL2
4187                       20360601                 AFL2
4188                       20360601                 AFL2
4189                       20360601                 AFL2
4190                       20360601                 AFL2
4191                       20360601                 AFL2
4192                       20360601                 AFL2
4193                       20360601                 AFL2
4194                       20360701                 AFL2
4195                       20360601                 AFL2
4196                       20360601                 AFL2
4197                       20360601                 AFL2
4198                       20360701                 AFL2
4199                       20360701                 AFL2
4200                       20360601                 AFL2
4201                       20360601                 AFL2
4202                       20360601                 AFL2
4203                       20360601                 AFL2
4204                       20360601                 AFL2
4205                       20360601                 AFL2
4206                       20360601                 AFL2
4207                       20360601                 AFL2
4208                       20360601                 AFL2
4209                       20360601                 AFL2
4210                       20360501                 AFL2
4211                       20360501                 AFL2
4212                       20360601                 AFL2
4213                       20360701                 AFL2
4214                       20360601                 AFL2
4215                       20360601                 AFL2
4216                       20360601                 AFL2
4217                       20360601                 AFL2
4218                       20360601                 AFL2
4219                       20360601                 AFL2
4220                       20360601                 AFL2
4221                       20360601                 AFL2
4222                       20360601                 AFL2
4223                       20360601                 AFL2
4224                       20360601                 AFL2
4225                       20360601                 AFL2
4226                       20360601                 AFL2
4227                       20360601                 AFL2
4228                       20360601                 AFL2
4229                       20360501                 AFL2
4230                       20360601                 AFL2
4231                       20360601                 AFL2
4232                       20360601                 AFL2
4233                       20360601                 AFL2
4234                       20360601                 AFL2
4235                       20360601                 AFL2
4236                       20360601                 AFL2
4237                       20360601                 AFL2
4238                       20360601                 AFL2
4239                       20360701                 AFL2
4240                       20360601                 AFL2
4241                       20360701                 AFL2
4242                       20360601                 AFL2
4243                       20360601                 AFL2
4244                       20360601                 AFL2
4245                       20360601                 AFL2
4246                       20360601                 AFL2
4247                       20360601                 AFL2
4248                       20360601                 AFL2
4249                       20360601                 AFL2
4250                       20360701                 WALN
4251                       20360701                 WALN
4252                       20360501                 AFL2
4253                       20360501                 AFL2
4254                       20360601                 WALN
4255                       20360601                 WALN
4256                       20360701                 WALN
4257                       20360601                 WALN
4258                       20360701                 WALN
4259                       20360601                 WALN
4260                       20360601                 WALN
4261                       20360601                 WALN
4262                       20360701                 WALN
4263                       20360701                 WALN
4264                       20360601                 WALN
4265                       20360701                 WALN
4266                       20360701                 WALN
4267                       20360701                 WALN
4268                       20360701                 WALN
4269                       20360701                 WALN
4270                       20360701                 WALN
4271                       20360701                 WALN
4272                       20360701                 WALN
4273                       20360701                 WALN
4274                       20360601                 WALN
4275                       20360601                 WALN
4276                       20360701                 WALN
4277                       20360701                 WALN
4278                       20360701                 WALN
4279                       20360701                 WALN
4280                       20360701                 WALN
4281                       20360701                 WALN
4282                       20360701                 WALN
4283                       20360601                 WALN
4284                       20360701                 WALN
4285                       20360701                 WALN
4286                       20360601                 WALN
4287                       20360701                 WALN
4288                       20360601                 WALN
4289                       20360601                 WALN
4290                       20360601                 WALN
4291                       20360601                 WALN
4292                       20360601                 WALN
4293                       20360601                 WALN
4294                       20360601                 WALN
4295                       20360601                 WALN
4296                       20360601                 WALN
4297                       20360601                 WALN
4298                       20360601                 WALN
4299                       20360701                 WALN
4300                       20360601                 WALN
4301                       20360601                 WALN
4302                       20360701                 WALN
4303                       20360701                 WALN
4304                       20360601                 WALN
4305                       20360601                 AFL2
4306                       20360601                 WALN
4307                       20360601                 WALN
4308                       20360601                 WALN
4309                       20360701                 WALN
4310                       20360701                 WALN
4311                       20360701                 WALN
4312                       20360701                 WALN
4313                       20360701                 WALN
4314                       20360701                 WALN
4315                       20360601                 WALN
4316                       20360701                 WALN
4317                       20360701                 WALN
4318                       20360601                 WALN
4319                       20360601                 WALN
4320                       20360601                 WALN
4321                       20360701                 WALN
4322                       20360601                 AFL2
4323                       20360601                 WALN
4324                       20360701                 WALN
4325                       20360601                 WALN
4326                       20360601                 WALN
4327                       20360601                 WALN
4328                       20360601                 WALN
4329                       20360701                 WALN
4330                       20360701                 WALN
4331                       20360701                 WALN
4332                       20360601                 WALN
4333                       20360601                 WALN
4334                       20360601                 WALN
4335                       20360601                 WALN
4336                       20360601                 WALN
4337                       20360601                 WALN
4338                       20360701                 AFL2
4339                       20360601                 AFL2
4340                       20360601                 AFL2
4341                       20360601                 WALN
4342                       20360601                 WALN
4343                       20360601                 WALN
4344                       20360601                 WALN
4345                       20360601                 WALN
4346                       20360601                 WALN
4347                       20360601                 WALN
4348                       20360601                 WALN
4349                       20360601                 WALN
4350                       20360601                 WALN
4351                       20360601                 WALN
4352                       20360601                 WALN
4353                       20360601                 WALN
4354                       20360601                 WALN
4355                       20360601                 WALN
4356                       20360601                 WALN
4357                       20360601                 WALN
4358                       20360601                 WALN
4359                       20360601                 WALN
4360                       20360601                 WALN
4361                       20360601                 WALN
4362                       20360601                 WALN
4363                       20360601                 WALN
4364                       20360601                 WALN
4365                       20360601                 WALN
4366                       20360601                 WALN
4367                       20360601                 WALN
4368                       20360601                 WALN
4369                       20360601                 WALN
4370                       20360601                 WALN
4371                       20360601                 WALN
4372                       20360601                 WALN
4373                       20360601                 WALN
4374                       20360601                 WALN
4375                       20360601                 WALN
4376                       20360601                 WALN
4377                       20360601                 WALN
4378                       20360601                 AFL2
4379                       20360601                 WALN
4380                       20360601                 WALN
4381                       20360601                 WALN
4382                       20360701                 WALN
4383                       20360701                 WALN
4384                       20360601                 WALN
4385                       20360601                 WALN
4386                       20360701                 WALN
4387                       20360601                 WALN
4388                       20360601                 WALN
4389                       20360601                 WALN
4390                       20360701                 WALN
4391                       20360701                 WALN
4392                       20360601                 WALN
4393                       20360601                 AFL2
4394                       20360601                 AFL2
4395                       20360601                 WALN
4396                       20360601                 AFL2
4397                       20360601                 WALN
4398                       20360501                 WALN
4399                       20360501                 WALN
4400                       20360601                 WALN
4401                       20360601                 WALN
4402                       20360601                 WALN
4403                       20360601                 WALN
4404                       20360601                 WALN
4405                       20360601                 WALN
4406                       20360601                 WALN
4407                       20360601                 WALN
4408                       20360601                 WALN
4409                       20360601                 WALN
4410                       20360601                 WALN
4411                       20360601                 WALN
4412                       20360601                 WALN
4413                       20360601                 WALN
4414                       20360601                 WALN
4415                       20360701                 WALN
4416                       20360601                 WALN
4417                       20360601                 WALN
4418                       20360601                 WALN
4419                       20360601                 WALN
4420                       20360601                 AFL2
4421                       20360601                 AFL2
4422                       20360601                 AFL2
4423                       20360601                 AFL2
4424                       20360601                 AFL2
4425                       20360601                 AFL2
4426                       20360601                 AFL2
4427                       20360601                 AFL2
4428                       20360601                 AFL2
4429                       20360601                 WALN
4430                       20360601                 AFL2
4431                       20360601                 AFL2
4432                       20360601                 AFL2
4433                       20360601                 AFL2
4434                       20360501                 AFL2
4435                       20360501                 AFL2
4436                       20350901                 AFL2
4437                       20360701                 WALN
4438                       20360501                 AFL2
4439                       20360601                 AFL2




                                                                                                         EXHIBIT C
                                                    [RESERVED]




                                                                                                       EXHIBIT D-1

                                         REQUEST FOR RELEASE OF DOCUMENTS

To:      Wells Fargo Bank, National Association
         1015 10th Avenue
         Minneapolis, Minnesota 55414
         Attention: BSALTA 2006-5
         Telecopier: (612) 667-1068

RE:      Custodial  Agreement,  dated as of July 31, 2006 among  Structured  Asset Mortgage  Investments  II Inc., as depositor,  Wells
         Fargo Bank, National  Association as master servicer and securities  administrator,  Wells Fargo Bank, National Association as
         custodian and Citibank,  N.A., as trustee,  issuing Bear Stearns Alt-A Trust  2006-5,  Mortgage  Pass-Through  Certificates,
         Series 2006-5

         In connection with the administration of the Mortgage Loans held by you pursuant to the above-captioned  Custodial  Agreement,
we request the release,  and hereby  acknowledge  receipt,  of the Mortgage File for the Mortgage Loan described  below, for the reason
indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_____             1.       Mortgage Paid in Full and proceeds have been deposited into the Custodial Account

_____             2.       Foreclosure

_____             3.       Substitution

_____             4.       Other Liquidation

_____             5.       Nonliquidation                     Reason:

_____             6.       California Mortgage Loan paid in full


                                                              By:___________________________________________
                                                                  (authorized signer)

                                                              Issuer:
                                                              Address:

                                                              Date:




                                                                                                                            EXHIBIT D-2
                                         REQUEST FOR RELEASE OF DOCUMENTS

To:      Treasury Bank, A Division of Countrywide Bank N.A.
         4100 E. Los Angeles Avenue
         Simi Valley, California 93063
         Facsimile:  (805) 577-6069

RE:      Custodial  Agreement,  dated as of July 31, 2006 among  Structured  Asset Mortgage  Investments  II Inc., as depositor,  Wells
         Fargo Bank,  National  Association as master servicer and securities  administrator,  Treasury Bank, A Division of Countrywide
         Bank N.A. as custodian  and  Citibank,  N.A., as trustee,  issuing Bear Stearns  Alt-A Trust  2006-5,  Mortgage  Pass-Through
         Certificates, Series 2006-5

         In connection with the administration of the Mortgage Loans held by you pursuant to the above-captioned  Custodial  Agreement,
we request the release,  and hereby  acknowledge  receipt,  of the Mortgage File for the Mortgage Loan described  below, for the reason
indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_____             1.       Mortgage Paid in Full and proceeds have been deposited into the Custodial Account

_____             2.       Foreclosure

_____             3.       Substitution

_____             4.       Other Liquidation

_____             5.       Nonliquidation                     Reason:

_____             6.       California Mortgage Loan paid in full


                                                              By:___________________________________________
                                                                  (authorized signer)

                                                              Issuer:
                                                              Address:

                                                              Date:




                                                                                                                              EXHIBIT E

                                                      FORM OF TRANSFER AFFIDAVIT

                                                                  Affidavit  pursuant to Section  860E(e)(4)  of the  Internal  Revenue
                                                                  Code of 1986, as amended, and for other purposes

STATE OF                   )
                           )ss:
COUNTY OF                  )

         [NAME OF OFFICER], being first duly sworn, deposes and says:

         1.       That he is [Title of Officer] of [Name of  Investor]  (record or  beneficial  owner of the Bear  Stearns  ALT-A Trust
2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5,  Class R-__ Certificates) (the "Class R Certificates") (the "Owner"),  a
[savings  institution]  [corporation] duly organized and existing under the laws of [the State of _____] [the United States], on behalf
of which he makes this affidavit.

         2.       That the Owner (i) is not and will not be as of  [Closing  Date][date  of  purchase]  a  "disqualified  organization"
within the  meaning of Section  860E(e)(5)  of the  Internal  Revenue  Code of 1986,  as amended  (the  "Code") or an  "electing  large
partnership"  within the meaning of Section 775 of the Code,  (ii) will endeavor to remain other than a disqualified  organization  and
an electing large  partnership  for so long as it retains its ownership in the Class R Certificates  and (iii) is acquiring the Class R
Certificates  for its own  account or for the  account of another  Owner from which it has  received  an  affidavit  and  agreement  in
substantially the same form as this affidavit and agreement.  (For this purpose, a "disqualified  organization" means an electing large
partnership  under  Section  775 of the  Code,  the  United  States,  any  state  or  political  subdivision  thereof,  any  agency  or
instrumentality  of any of the foregoing (other than an  instrumentality  all of the activities of which are subject to tax and, except
for the Federal  Home Loan  Mortgage  Corporation,  a majority of whose board of  directors  is not  selected by any such  governmental
entity) or any  foreign  government,  international  organization  or any  agency or  instrumentality  of such  foreign  government  or
organization,  any rural electric or telephone  cooperative,  or any organization  (other than certain farmers'  cooperatives)  that is
generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income).

         3.       That the Owner is aware (i) of the tax that would be imposed on transfers  of Class R  Certificates  to  disqualified
organizations  or electing large  partnerships  under the Code,  that applies to all transfers of Class R Certificates  after March 31,
1988;  (ii) that such tax would be on the  transferor  (or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such  transfer is through an agent (which person  includes a broker,  nominee or  middleman)  for a  disqualified
organization,  on the agent;  (iii) that the person  (other than with respect to transfers to electing  large  partnerships)  otherwise
liable for the tax shall be relieved  of  liability  for the tax if the  transferee  furnishes  to such  person an  affidavit  that the
transferee  is not a  disqualified  organization  and, at the time of  transfer,  such person does not have actual  knowledge  that the
affidavit is false;  and (iv) that the Class R Certificates  may be  "noneconomic  residual  interests"  within the meaning of Treasury
regulations  promulgated  pursuant to the Code and that the  transferor of a noneconomic  residual  interest will remain liable for any
taxes due with  respect to the income on such  residual  interest,  unless no  significant  purpose of the  transfer  was to impede the
assessment or collection of tax.

                  4.       That the Owner is aware of the tax  imposed on a  "pass-through  entity"  holding  Class R  Certificates  if
either the  pass-through  entity is an electing  large  partnership  under Section 775 of the Code or if at any time during the taxable
year of the pass-through  entity a disqualified  organization is the record holder of an interest in such entity.  (For this purpose, a
"pass through entity"  includes a regulated  investment  company,  a real estate  investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)

                  5.       That the Owner is aware that the  Securities  Administrator  will not  register  the transfer of any Class R
Certificates  unless the transferee,  or the  transferee's  agent,  delivers to it an affidavit and agreement,  among other things,  in
substantially  the same form as this affidavit and agreement.  The Owner expressly agrees that it will not consummate any such transfer
if it knows or believes that any of the representations contained in such affidavit and agreement are false.

                  6.       That the Owner has  reviewed  the  restrictions  set forth on the face of the Class R  Certificates  and the
provisions  of Section  5.05 of the  Pooling and  Servicing  Agreement  under which the Class R  Certificates  were  issued.  The Owner
expressly agrees to be bound by and to comply with such restrictions and provisions.

                  7.       That the Owner consents to any additional  restrictions or arrangements  that shall be deemed necessary upon
advice of counsel to  constitute a  reasonable  arrangement  to ensure that the Class R  Certificates  will only be owned,  directly or
indirectly, by an Owner that is not a disqualified organization.

                  8.       The Owner's Taxpayer Identification Number is # _______________.

                  9.       This  affidavit  and  agreement  relates only to the Class R  Certificates  held by the Owner and not to any
other holder of the Class R  Certificates.  The Owner  understands  that the  liabilities  described  herein relate only to the Class R
Certificates.

                  10.      That no purpose of the Owner relating to the transfer of any of the Class R Certificates  by the Owner is or
will be to impede the  assessment  or  collection  of any tax;  in making this  representation,  the Owner  warrants  that the Owner is
familiar with (i) Treasury  Regulation  Section 1.860E-1 (c) and recent amendments  thereto,  effective as of August 19, 2002, and (ii)
the preamble describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1.

                  11.      That the Owner has no present  knowledge  or  expectation  that it will be unable to pay any  United  States
taxes owed by it so long as any of the Certificates  remain  outstanding.  In this regard,  the Owner hereby  represents to and for the
benefit of the person from whom it acquired the Class R Certificates  that the Owner intends to pay taxes  associated with holding such
Class R Certificates  as they become due, fully  understanding  that it may incur tax liabilities in excess of any cash flows generated
by the Class R Certificates.

                  12.      That the Owner has no  present  knowledge  or  expectation  that it will  become  insolvent  or subject to a
bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding.

                  13.      The Owner is a citizen or resident of the United States, a corporation,  partnership or other entity created
or organized  in, or under the laws of, the United  States or any  political  subdivision  thereof,  or an estate or trust whose income
from sources  without the United States is includable in gross income for United States federal  income tax purposes  regardless of its
connection with the conduct of a trade or business within the United States.

                  14.      The Owner hereby agrees that it will not cause income from the Class R Certificates  to be attributable to a
foreign  permanent  establishment or fixed base (within the meaning of an applicable  income tax treaty) of the Owner or another United
States taxpayer.

                  15.      (a)      The Purchaser  hereby  certifies,  represents and warrants to, and covenants with the Company,  the
Trustee, the Securities Administrator and the Master Servicer that the following statements in (1) or (2) are accurate:

                                    (1)     The  Certificates  (i) are not being  acquired  by,  and will not be  transferred  to,  any
employee  benefit  plan  within the  meaning  of section  3(3) of the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA"),  or other retirement  arrangement,  including individual retirement accounts and annuities,  Keogh plans and bank collective
investment funds and insurance  company general or separate accounts in which such plans,  accounts or arrangements are invested,  that
is subject to Section  406 of ERISA or  Section 4975  of the  Internal  Revenue  Code of 1986 (the  "Code")  (any of the  foregoing,  a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL") regulation,  29
C.F.R.  ? 2510.3-101 or otherwise  under ERISA,  and (iii) will not be  transferred  to any entity that is deemed to be investing  plan
assets within the meaning of the DOL regulation, 29 C.F.R. ? 2510.3-101 or otherwise under ERISA;

                           (2)      The purchase of Certificates is permissible  under applicable law, will not constitute or result in
any prohibited  transaction  under ERISA or Section 4975 of the Code, will not subject the Company,  the Trustee or the Master Servicer
to any  obligation in addition to those  undertaken in the Pooling and  Servicing  Agreement  and, with respect to each source of funds
("Source") being used by the Purchaser to acquire the Certificates,  each of the following statements is accurate: (a) the Purchaser is
an insurance  company;  (b) the Source is assets of the  Purchaser's  "general  account;"  (c) the  conditions  set forth in Prohibited
Transaction  Class  Exemption  ("PTCE")  95-60  issued by the DOL have  been  satisfied  and the  purchase,  holding  and  transfer  of
Certificates  by or on behalf of the Purchaser  are exempt under PTCE 95-60;  and (d) the amount of reserves and  liabilities  for such
general  account  contracts held by or on behalf of any Plan does not exceed 10% of the total reserves and  liabilities of such general
account plus surplus as of the date hereof (for  purposes of this  clause,  all Plans  maintained  by the same  employer (or  affiliate
thereof) or employee organization are deemed to be a single Plan) in connection with its purchase and holding of such Certificates; or

                  (b)      The Owner will provide the Securities Administrator,  the Company and the Master Servicer with an opinion of
counsel acceptable to and in form and substance satisfactory to the Securities  Administrator,  the Trustee, the Company and the Master
Servicer to the effect that the purchase of  Certificates  is permissible  under  applicable  law, will not constitute or result in any
non-exempt  prohibited  transaction  under  ERISA or Section  4975 of the Code and will not  subject  the  Trustee,  the  Company,  the
Securities  Administrator or the Master Servicer to any obligation or liability  (including  obligations or liabilities  under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement.

                  In addition,  the Owner hereby certifies,  represents and warrants to, and covenants with, the Company,  the Trustee,
the Securities  Administrator  and the Master Servicer that the Owner will not transfer such  Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a) or (b) above.

                  Capitalized  terms used but not  defined  herein  shall have the  meanings  assigned  in the  Pooling  and  Servicing
Agreement.

         IN WITNESS WHEREOF,  the Investor has caused this instrument to be executed on its behalf,  pursuant to authority of its Board
of Directors, by its [Title of Officer] this ____ day  of  _________, 20__.

                                                     [NAME OF INVESTOR]

                                                     By:_____________________________________________________
                                                           [Name of Officer]
                                                           [Title of Officer]
                                                           [Address of Investor for receipt of distributions]


                                                           Address of Investor for receipt of tax information:


         Personally  appeared  before me the  above-named  [Name of Officer],  known or proved to me to be the same person who executed
the foregoing  instrument  and to be the [Title of Officer] of the Investor,  and  acknowledged  to me that he executed the same as his
free act and deed and the free act and deed of the Investor.

         Subscribed and sworn before me this ___ day of _________, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF


My commission expires the ___ day of ___________________, 20___.




                                                                                                                            EXHIBIT F-1

                                     FORM OF INVESTMENT LETTER (NON-RULE 144A)


                                                         ______________,200___


Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179

Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Bear Stearns Alt-A Trust 2006-5

                  Re:      Bear Stearns Alt-A Trust 2006-5
                           Mortgage Pass-Through Certificates, Series 2006-5, Class___

Ladies and Gentlemen:

         ______________  (the  "Purchaser")  intends to purchase from  ______________  (the "Seller")  $_________  initial  Certificate
Principal  Balance of Mortgage  Pass-Through  Certificates,  Series 2006-5,  Class _____ (the  "Certificates"),  issued pursuant to the
Pooling and Servicing  Agreement  (the "Pooling and Servicing  Agreement"),  dated as of July 1, 2006 among  Structured  Asset Mortgage
Investments  II Inc.,  as depositor  (the  "Seller"),  EMC Mortgage  Corporation,  Wells Fargo Bank,  National  Association,  as master
servicer and  securities  administrator,  and  Citibank,  N.A.,  as trustee (the  "Trustee").  All terms used herein and not  otherwise
defined shall have the meanings set forth in the Pooling and  Servicing  Agreement.  The Purchaser  hereby  certifies,  represents  and
warrants to, and covenants with, the Seller and the Trustee that:

                           1.       The Purchaser  understands  that (a) the  Certificates  have not been and will not be registered or
                  qualified  under the  Securities Act of 1933, as amended (the "Act") or any state  securities  law, (b) the Seller is
                  not required to so register or qualify the  Certificates,  (c) the  Certificates may be resold only if registered and
                  qualified  pursuant  to the  provisions  of the  Act or any  state  securities  law,  or if an  exemption  from  such
                  registration and qualification is available,  (d) the Pooling and Servicing Agreement contains restrictions regarding
                  the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect.

                           2.       The Purchaser is acquiring the  Certificates for its own account for investment only and not with a
                  view to or for sale in  connection  with any  distribution  thereof in any manner  that would  violate the Act or any
                  applicable state securities laws.

                           3.       The Purchaser is (a) a substantial,  sophisticated institutional investor having such knowledge and
                  experience in financial and business matters,  and, in particular,  in such matters related to securities  similar to
                  the Certificates,  such that it is capable of evaluating the merits and risks of investment in the Certificates,  (b)
                  able to bear the economic  risks of such an investment and (c) an  "accredited  investor"  within the meaning of Rule
                  501 (a) promulgated pursuant to the Act.

                           4.       The Purchaser  has been  furnished  with,  and has had an  opportunity  to review (a) a copy of the
                  Pooling and Servicing  Agreement and (b) such other information  concerning the Certificates,  the Mortgage Loans and
                  the Seller as has been  requested by the Purchaser  from the Seller or the Seller and is relevant to the  Purchaser's
                  decision to purchase the  Certificates.  The Purchaser has had any questions arising from such review answered by the
                  Seller or the Seller to the satisfaction of the Purchaser.

                           5.       The  Purchaser  has not and will not nor has it  authorized  or will it authorize any person to (a)
                  offer, pledge,  sell, dispose of or otherwise transfer any Certificate,  any interest in any Certificate or any other
                  similar  security to any person in any manner,  (b)  solicit any offer to buy or to accept a pledge,  disposition  of
                  other transfer of any  Certificate,  any interest in any Certificate or any other similar security from any person in
                  any manner, (c) otherwise  approach or negotiate with respect to any Certificate,  any interest in any Certificate or
                  any other  similar  security  with any person in any manner,  (d) make any general  solicitation  by means of general
                  advertising  or in any other  manner or (e) take any other  action,  that (as to any of (a) through (e) above)  would
                  constitute a distribution  of any  Certificate  under the Act, that would render the disposition of any Certificate a
                  violation of Section 5 of the Act or any state  securities law, or that would require  registration or  qualification
                  pursuant thereto.  The Purchaser will not sell or otherwise  transfer any of the  Certificates,  except in compliance
                  with the provisions of the Pooling and Servicing Agreement.

                           6.       The Purchaser (if the  Certificate is not rated at least "BBB-" or its equivalent by Fitch,  S&P or
                  Moody's):

                                    (a)     is not an employee benefit or other plan subject to the prohibited transaction provisions
                  of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
                  Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary
                  or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan
                  assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. §2510.3-101; or

                                    (b)    is an insurance company, the source of funds to be used by it to purchase the Certificates
                  is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE")
                  95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under
                  Sections I and III of PTCE 95-60.

         In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee, the
Securities Administrator and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either 6(a) or (b) above.



                                                            Very truly yours,



                                                            [PURCHASER]
-


                                                            By:__________________________________

                                                            Name:

                                                            Title:




                                                                                                                            EXHIBIT F-2


                                             [FORM OF RULE 144A INVESTMENT REPRESENTATION]

                                        Description of Rule 144A Securities, including numbers:

                                       ________________________________________________________

                                       ________________________________________________________

                                       ________________________________________________________

                                       ________________________________________________________

                  The undersigned seller, as registered holder (the "Seller"),  intends to transfer the Rule 144A Securities  described
above to the undersigned buyer (the "Buyer").

In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the
Seller hereby certifies the following facts:  Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution
of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of
the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has
not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.

The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master Servicer (as defined to the Pooling
and Servicing Agreement, dated as of July 1, 2006 (the "Agreement"), among the Company, EMC, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer"), and Citibank, N.A., as trustee (the "Trustee")) as follows:

The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state.

The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.

The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the
Securities Administrator or the Master Servicer.

Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under
the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with
respect to the Rule 144A Securities.

The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex 2.  The Buyer is aware that the sale to it is being
made in reliance on Rule 144A.  The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.

                  [3.      The Buyer (if the Rule 144A  Securities  are not rated at least "BBB-" or its  equivalent  by Fitch,  S&P or
         Moody's):

is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R. § 2510.3-101; or

is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account"
(within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60.]

                  4.       This document may be executed in one or more  counterparts  and by the different  parties hereto on separate
         counterparts,  each of which,  when so  executed,  shall be deemed  to be an  original;  such  counterparts,  together,  shall
         constitute one and the same document.

                  IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.

___________________________________                          ________________________________________
Print Name of Seller                                         Print Name of Buyer

By:________________________________                          By:_____________________________________
    Name:                                                        Name:
    Title:                                                       Title:

Taxpayer Identification                                      Taxpayer Identification:

No.________________________________                          No:_____________________________________
Date:                                                        Date:




                                                                                                                   ANNEX 1 TO EXHIBIT F


                                       QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                                        [For Buyers Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows in connection with the Rule 144A Investment  Representation to which this
Certification is attached:

                                            As indicated below, the undersigned is the President, Chief Financial Officer, Senior
                           Vice President or other executive officer of the Buyer.

                                            In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer"
                           as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer
                           owned and/or invested on a discretionary basis $____________________________________________in securities
                           (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year
                           (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in
                           the category marked below.

         Corporation, etc.  The Buyer is a corporation (other than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal
Revenue Code.

         Bank.  The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the
District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

         Savings and Loan.  The Buyer (a) is a savings and loan association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial statements.

         Broker-Dealer.  The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

         Insurance Company.  The Buyer is an insurance company whose primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or territory or the District of Columbia.

         State or Local Plan.  The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the benefit of its employees.

         ERISA Plan.  The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security
Act of 1974.

         Investment Adviser.   The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.

         SBIC.  The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958.

         Business Development Company.  The Buyer is a business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.

         Trust Fund.  The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a)
plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R.
10 plans.

                                            The term "securities" as used herein does not include (i) securities of issuers that are
                           affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the
                           Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
                           participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and
                           (vii) currency, interest rate and commodity swaps.

                                            For purposes of determining the aggregate amount of securities owned and/or invested on a
                           discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not
                           include any of the securities referred to in the preceding paragraph.  Further, in determining such
                           aggregate amount, the Buyer may have included securities owned by subsidiaries of the  Buyer,  but only if
                           such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with
                           generally accepted accounting principles and if the investments of such subsidiaries are managed under the
                           Buyer's direction.  However, such securities were not included if the Buyer is a majority-owned,
                           consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the
                           Securities Exchange Act of 1934.

                                            The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller
                           to it and other parties related to the Certificates are relying and will continue to rely on the statements
                           made herein because one or more sales to the Buyer may be in reliance on Rule 144A.

______           ______         Will the Buyer be purchasing the Rule 144A
Yes              No             Securities only for the Buyer's own account?

                                            If the answer to the foregoing question is "no", the Buyer agrees that, in connection
                           with any purchase of securities sold to the Buyer for the account of a third party (including any separate
                           account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at
                           the time is a "qualified institutional buyer" within the meaning of Rule 144A.  In addition, the Buyer
                           agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a
                           current representation letter from such third party or taken other appropriate steps contemplated by Rule
                           144A to conclude that such third party independently meets the definition of "qualified institutional
                           buyer" set forth in Rule 144A.

                                            The Buyer will notify each of the parties to which this certification is made of any
                           changes in the information and conclusions herein.  Until such notice is given, the Buyer's purchase of
                           Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase.



                                                     _____________________________________________________
                                                     Print Name of Buyer


                                                     By:__________________________________________________
                                                            Name:
                                                            Title:


                                                     Date:_________________________________________________





                                                                                                                            EXHIBIT F-3


                                               FORM OF TRANSFEROR REPRESENTATION LETTER





                                                                                                                           ____, 20__

Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179

MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2006-5

Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Bear Stearns Alt-A Trust 2006-5



                  Re:      Mortgage Pass-Through Certificates, Series 2006-5

Ladies and Gentlemen:

                  In connection with the sale by               (the "Seller") to                      (the "Purchaser") of $
Initial  Certificate  Principal  Balance of Mortgage  Pass-Through  Certificates,  Series 2006-5 (the  "Certificates")  pursuant to the
Pooling and Servicing  Agreement,  dated as of July 1, 2006 (the "Pooling and Servicing  Agreement"),  among  Structured Asset Mortgage
Investments  II Inc. (the  "Company"),  EMC Mortgage  Corporation  ("EMC"),  Wells Fargo Bank,  N.A.,  as master  servicer (the "Master
Servicer"),  and Citibank,  N.A., as trustee (the "Trustee").  The Seller hereby  certifies,  represents and warrants to, and covenants
with, the Company and the Trustee that:

                  Neither  the  Seller nor  anyone  acting on its behalf has (a)  offered,  pledged,  sold,  disposed  of or  otherwise
transferred  any  Certificate,  any interest in any  Certificate  or any other  similar  security to any person in any manner,  (b) has
solicited any offer to buy or to accept a pledge,  disposition or other transfer of any  Certificate,  any interest in any  Certificate
or any other  similar  security  from any  person in any  manner,  (c) has  otherwise  approached  or  negotiated  with  respect to any
Certificate,  any interest in any  Certificate  or any other similar  security with any person in any manner,  (d) has made any general
solicitation  by means of  general  advertising  or in any other  manner,  or (e) has taken  any other  action,  that (as to any of (a)
through (e) above) would  constitute a  distribution  of the  Certificates  under the  Securities  Act of 1933 (the "Act"),  that would
render the  disposition  of any  Certificate  a violation of Section 5 of the Act or any state  securities  law, or that would  require
registration  or  qualification  pursuant  thereto.  The Seller will not act, in any manner set forth in the  foregoing  sentence  with
respect to any Certificate.  The Seller has not and will not sell or otherwise  transfer any of the Certificates,  except in compliance
with the provisions of the Pooling and Servicing Agreement.


                                                     Very truly yours,

                                                     _____________________________________________________
                                                     (Seller)



                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________




                                                                                                                            EXHIBIT G-1

                                               FORM OF TREASURY BANK CUSTODIAL AGREEMENT

                  THIS  CUSTODIAL  AGREEMENT (as amended and  supplemented  from time to time, the  "Agreement"),  dated as of July 31,
2006, by and among CITIBANK,  N.A., as trustee  (including its successors under the Pooling and Servicing  Agreement defined below, the
"Trustee"),  STRUCTURED ASSET MORTGAGE  INVESTMENTS II INC., as depositor  (together with any successor in interest,  the "Depositor"),
WELLS FARGO BANK, NATIONAL  ASSOCIATION,  as master servicer and securities  administrator  (together with any successor in interest or
successor under the Pooling and Servicing  Agreement  referred to below, the "Master  Servicer" or the "Securities  Administrator,"  as
applicable)  and TREASURY  BANK, A DIVISION OF  COUNTRYWIDE  BANK N.A.,  as custodian  (together  with any successor in interest or any
successor appointed hereunder, the "Custodian").

                                                           WITNESSETH THAT:

                  WHEREAS, the Depositor, the Master Servicer, the Securities  Administrator,  the Trustee and EMC Mortgage Corporation
(the  "Seller")  have  entered  into a Pooling and  Servicing  Agreement,  dated as of July 1, 2006,  relating to the  issuance of Bear
Stearns ALT-A Trust,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (as in effect on the date of this  agreement,  the "Original
Pooling and Servicing Agreement," and as amended and supplemented from time to time, the "Pooling and Servicing Agreement"); and

                  WHEREAS,  the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding  certain
documents and other  instruments  relating to the mortgage  loans (herein  referred to as the  "Mortgage  Loans")  listed on Schedule I
hereto (the "Mortgage Loan Schedule")  delivered by (i) the Depositor or the Master Servicer under the Pooling and Servicing  Agreement
and (ii) the Servicers under their respective  Servicing  Agreements,  all upon the terms and conditions and subject to the limitations
hereinafter set forth;

                  NOW, THEREFORE,  in consideration of the premises and the mutual covenants and agreements  hereinafter set forth, the
Trustee, the Depositor, the Master Servicer, the Securities Administrator and the Custodian hereby agree as follows:

                                                              ARTICLE I.
                                                              DEFINITIONS

                  Capitalized  terms used in this  Agreement  and not defined  herein shall have the meanings  assigned in the Original
Pooling and Servicing Agreement, unless otherwise required by the context herein.

                                                              ARTICLE II.
                                                     CUSTODY OF MORTGAGE DOCUMENTS

                  Section 2.1.      Custodian to Act as Agent:  Acceptance of Mortgage  Files.  The  Custodian,  as the duly  appointed
agent of the Trustee for these purposes,  acknowledges  (subject to any exceptions  noted in the Initial  Certification  referred to in
Section 2.3(a))  receipt of the Mortgage Files relating to the Mortgage Loans attached hereto (the "Mortgage  Files") and declares that
it holds and will hold such  Mortgage  Files as agent for the  Trustee,  in trust,  for the use and  benefit of all  present and future
Certificateholders.

                  Section 2.2.      Recordation  of  Assignments.  If any Mortgage File relating to the Mortgage  Loans includes one or
more  assignments  of Mortgage to the Trustee in a state which is  specifically  excluded from the Opinion of Counsel  delivered by the
Seller to the Trustee and the Custodian  pursuant to the provisions of Section 2.01 of the Pooling and Servicing  Agreement,  each such
assignment shall be delivered,  at the direction of the Depositor (in written or electronic  format), by the Custodian to the Depositor
for the purpose of recording it in the appropriate  public office for real property  records,  and the Depositor,  at no expense to the
Custodian,  shall  promptly cause to be recorded in the  appropriate  public office for real property  records each such  assignment of
Mortgage and, upon receipt thereof from such public office, shall return each such assignment of Mortgage to the Custodian.

                  Section 2.3.      Review of Mortgage Files.

                  (a)      On or prior to the Closing  Date, in  accordance  with Section 2.02 of the Pooling and Servicing  Agreement,
the Custodian shall deliver to the Depositor,  the Master Servicer and the Trustee an Initial  Certification in the form annexed hereto
as Exhibit One evidencing receipt (subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans.

                  (b)      Within 90 days of the Closing Date (or, with respect to any  Substitute  Mortgage  Loans,  within 5 Business
Days after the receipt by the Trustee or the  Custodian  thereof),  the Custodian  agrees,  for the benefit of  Certificateholders,  to
review,  in accordance with the provisions of Section 2.02 of the Pooling and Servicing  Agreement,  each such document relating to the
Mortgage Loans,  and shall execute and deliver to the Depositor,  the Master Servicer and the Trustee an Interim  Certification  in the
form annexed  hereto as Exhibit Two to the effect that all such  documents  have been  executed  and  received and that such  documents
relate to the Mortgage  Loans  identified on the Mortgage Loan  Schedule,  except for any  exceptions  listed on Schedule A attached to
such  Interim  Certification.  The  Custodian  shall be under no duty or  obligation  to  inspect,  review or examine  said  documents,
instruments,  certificates  or other papers to determine that the same are genuine,  enforceable,  or appropriate  for the  represented
purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

                  (c)      Not later than 180 days after the Closing Date (or, with respect to any Substitute  Mortgage Loans, within 5
Business Days after the receipt by the Trustee or the Custodian  thereof),  the Custodian  shall review the Mortgage  Files relating to
the Mortgage  Loans as provided in Section 2.02 of the Pooling and  Servicing  Agreement and execute and deliver to the Depositor , the
Master Servicer and the Trustee a Final  Certification  in the form annexed hereto as Exhibit Three evidencing the completeness of such
Mortgage Files.

                  (d)      In reviewing the Mortgage  Files  relating to the Mortgage  Loans as provided  herein and in the Pooling and
Servicing  Agreement,  the  Custodian  shall make no  representation  as to and shall not be  responsible  to verify (i) the  validity,
legality,  enforceability,  due  authorization,  recordability,  sufficiency  or  genuineness  of any of the documents  included in any
Mortgage File or (ii) the collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage File.

                  Upon receipt of written request from the Depositor,  Master  Servicer or the Trustee,  the Custodian shall as soon as
practicable  supply the  requesting  party with a list of all of the documents  missing from the Mortgage  Loans then  contained in the
Mortgage Files.

                  Section 2.4.      Notification of Breaches of  Representations  and Warranties.  Upon discovery by the Custodian of a
breach of any  representation  or warranty made by the Depositor as set forth in the Pooling and Servicing  Agreement with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written notice to the Depositor,  the Master  Servicer,  the
applicable Servicer and the Trustee.

                  Section 2.5.      Custodian to Cooperate:  Release of Mortgage Files.  Upon receipt of written notice from the Master
Servicer  or the  Trustee  that the Seller has  repurchased  a Mortgage  Loan  pursuant  to  Article II of the  Pooling  and  Servicing
Agreement,  and that the  Repurchase  Price  therefor has been  deposited in the  Distribution  Account,  and a Request for Release (as
defined below), the Custodian agrees to promptly release to the Seller the related Mortgage File.

                  Upon the Custodian's receipt of a request for release (a "Request for Release")  substantially in the form of Exhibit
D-2 to the  Pooling  and  Servicing  Agreement  signed by an officer  of the  related  Servicer  involved  in, or  responsible  for,  the
administration  and servicing of the Mortgage Loans whose name appears on a list of servicing  officers furnished by such Servicer upon
request,  as such list may from time to time be amended (each, a "Servicing  Officer")  stating that it has received payment in full of
a Mortgage Loan or that payment in full will be escrowed in a manner  customary  for such  purposes,  the Custodian  agrees to promptly
release to such  Servicer the related  Mortgage  File.  The  Depositor  shall deliver to the  Custodian,  and the  Custodian  agrees to
accept,  the Mortgage Note and other  documents  constituting  the Mortgage File with respect to any Substitute  Mortgage  Loan,  which
documents the Custodian will review to the extent provided in Article II of the Pooling and Servicing Agreement.

                  From time to time as is  appropriate  for the servicing or  foreclosure  of any Mortgage  Loan,  including,  for this
purpose,  collection  under any Primary  Mortgage  Insurance  Policy,  the related Servicer shall (or if the related Servicer does not,
then the Master Servicer may) deliver to the Custodian a Request for Release signed by a Servicing  Officer  requesting that possession
of all of the related  Mortgage  File be released  to such  Servicer  and  certifying  as to the reason for such  release and that such
release  will not  invalidate  any  insurance  coverage  provided in respect of the related  Mortgage  Loan under any of the  Insurance
Policies.  Upon receipt of the foregoing,  the Custodian shall deliver such Mortgage File to the related  Servicer.  All Mortgage Files
so  released  to the  related  Servicer  shall be held by it in trust for the Trustee for the use and benefit of all present and future
Certificateholders.  The related  Servicer  shall cause each  Mortgage  File or any document  therein so released to be returned to the
Custodian  when the need  therefor  by such  Servicer no longer  exists,  unless (i) such  Mortgage  Loan has been  liquidated  and the
Liquidation  Proceeds relating to the related Mortgage Loan have been deposited in the Distribution  Account or (ii) such Mortgage File
or such document has been delivered to an attorney,  or to a public  trustee or other public  official as required by law, for purposes
of initiating or pursuing legal action or other  proceedings for the foreclosure of the related  Mortgaged  Property either  judicially
or  non-judicially,  and the related Servicer has delivered to the Custodian a certificate of a Servicing Officer  certifying as to the
name and  address of the Person to which such  Mortgage  File or such  document  was  delivered  and the  purpose or  purposes  of such
delivery.

                  At any time that a Servicer or the Master  Servicer is  required to deliver to the  Custodian a Request for  Release,
such  Servicer or the Master  Servicer  shall  deliver two copies of the Request for Release if delivered in hard copy or such Servicer
or the Master  Servicer may furnish such Request for Release  electronically  to the  Custodian,  in which event the Servicing  Officer
transmitting  the same shall be deemed to have  signed  such  Request  for  Release.  In  connection  with any Request for Release of a
Mortgage File because of a repurchase of a Mortgage Loan,  the  assignment of mortgage and the related  Mortgage Note shall be returned
to the related Servicer or the Master Servicer,  as applicable,  for execution and  endorsement,  respectively,  pursuant to a power of
attorney  from the Trustee and for  delivery to the Seller.  If the related  Servicer or the Master  Servicer  does not have a power of
attorney from the Trustee to execute the  applicable  assignment  and to endorse the related  Mortgage  Note,  such Request for Release
shall be accompanied by an assignment of mortgage,  without  recourse,  executed by the Trustee to the Seller and the related  Mortgage
Note shall be endorsed  without  recourse  by the  Trustee  (if not in blank) and be  returned  to the  related  Servicer or the Master
Servicer, as applicable,  for delivery to the Seller; provided,  however, that in the case of a Mortgage Loan that is registered on the
MERS® System,  no assignment of mortgage or endorsement of the Mortgage Note by the Trustee,  or by the related  Servicer or the Master
Servicer  pursuant  to a power of  attorney  from the  Trustee,  shall be  required.  In  connection  with any Request for Release of a
Mortgage  File because of the payment in full of a Mortgage  Loan and if the related  Servicer or the Master  Servicer  does not have a
power of attorney from the Trustee to execute the  applicable  certificate  of  satisfaction  or similar  instrument,  such Request for
Release  shall be  accompanied  by a certificate  of  satisfaction  or other  similar  instrument to be executed by or on behalf of the
Trustee and returned to the related Servicer or the Master Servicer, as applicable.

                  Section 2.6.      Assumption  Agreements.  In the event that any  assumption  agreement,  substitution  of  liability
agreement or sale of servicing  agreement is entered  into with respect to any Mortgage  Loan subject to this  Agreement in  accordance
with the terms and  provisions of the Pooling and  Servicing  Agreement,  the Master  Servicer,  to the extent  provided in the related
Servicing  Agreement,  shall cause the  related  Servicer to notify the  Custodian  that such  assumption  agreement,  substitution  of
liability  agreement or sale of servicing  agreement has been completed by forwarding to the Custodian the original of such  assumption
agreement,  substitution of liability agreement or sale of servicing agreement,  which shall be added to the related Mortgage File and,
for all  purposes,  shall be  considered  a part of such  Mortgage  File to the same  extent as all  other  documents  and  instruments
constituting parts thereof.

                                                             ARTICLE III.
                                                       CONCERNING THE CUSTODIAN

                  Section 3.1.      Custodian  as  Bailee  and Agent of the  Trustee.  With  respect  to each  Mortgage  Note and other
documents  constituting  each  Mortgage  File relating to the Mortgage  Loans which are  delivered to the  Custodian,  the Custodian is
exclusively  the bailee and agent of the Trustee and has no  instructions to hold any Mortgage Note or Mortgage File for the benefit of
any person  other than the  Trustee  and the  Certificateholders  and  undertakes  to perform  such  duties and only such duties as are
specifically  set forth in this  Agreement.  Except upon  compliance  with the provisions of Section 2.5 of this Agreement with respect
to any Mortgage  Loan, no Mortgage Note,  Mortgage or Mortgage File shall be delivered by the Custodian to the  Depositor,  the Seller,
any Servicer or the Master Servicer or otherwise released from the possession of the Custodian.

                  Section 3.2.      [Reserved.]

                  Section 3.3.      Custodian May Own  Certificates.  The Custodian in its  individual or any other capacity may become
the owner or pledgee of Certificates with the same rights it would have if it were not Custodian.

                  Section 3.4.      Custodian's  Fees and Expenses.  The Depositor  covenants and agrees to cause the Seller to pay the
Custodian from time to time, and the Custodian shall be entitled to,  reasonable  compensation  for all services  rendered by it in the
exercise and  performance  of any of the powers and duties  hereunder of the  Custodian  [pursuant  to a letter  agreement  between the
Custodian and the Seller].  In addition,  the Seller will pay or reimburse the Custodian upon its request for all reasonable  expenses,
disbursements  and advances  incurred or made by the Custodian in accordance  with any of the provisions of this  Agreement  (including
the reasonable  compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ),  except
any such expense,  disbursement  or advance as may arise from its  negligence or bad faith,  or to the extent that such cost or expense
is indemnified by the Depositor pursuant to the Pooling and Servicing Agreement.

                  Section 3.5.      Custodian May Resign;  Trustee May Remove Custodian.  The Custodian may resign from the obligations
and duties  hereby  imposed upon it as such  obligations  and duties  relate to its acting as Custodian  of the  Mortgage  Loans.  Upon
receiving  such notice of  resignation,  the Trustee  shall  either take custody of the  Mortgage  Files itself and give prompt  notice
thereof to the Depositor,  the Master Servicer,  the Servicers and the Custodian,  or promptly appoint a successor Custodian by written
instrument,  in duplicate,  one copy of which  instrument  shall be delivered to the resigning  Custodian and one copy to the successor
Custodian.  If the Trustee shall not have taken custody of the Mortgage Files and no successor  Custodian  shall have been so appointed
and have accepted  appointment within 30 days after the giving of such notice of resignation,  the resigning Custodian may petition any
court of competent jurisdiction for the appointment of a successor Custodian.

                  The  Trustee  may remove the  Custodian  at any time with the  consent of the Master  Servicer.  In such  event,  the
Trustee shall  appoint,  or petition a court of competent  jurisdiction  to appoint,  a successor  Custodian  hereunder.  Any successor
Custodian  shall be a depository  institution  subject to supervision or  examination by federal or state  authority,  shall be able to
satisfy the other requirements contained in Section 3.7 and shall be unaffiliated with any Servicer or the Depositor.

                  Any  resignation  or removal of the  Custodian  and  appointment  of a  successor  Custodian  pursuant  to any of the
provisions of this Section 3.5 shall become  effective upon  acceptance of appointment  by the successor  Custodian.  The Trustee shall
give prompt notice to the Depositor and the Master  Servicer of the  appointment  of any successor  Custodian.  No successor  Custodian
shall be appointed by the Trustee without the prior approval of the Depositor and the Master Servicer.

                  Section 3.6.      Merger or  Consolidation  of  Custodian.  Any  Person  into  which the  Custodian  may be merged or
converted or with which it may be  consolidated,  or any Person  resulting from any merger,  conversion or  consolidation  to which the
Custodian  shall be a party,  or any Person  succeeding  to the business of the  Custodian,  shall be the  successor  of the  Custodian
hereunder  (provided  such Person shall  satisfy the  requirements  set forth in Section  3.7),  without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

                  Section 3.7.      Representations  of the Custodian.  The Custodian hereby  represents,  and any successor  Custodian
hereunder shall represent,  that it is a depository  institution subject to supervision or examination by a federal or state authority,
has a combined capital and surplus of at least  $15,000,000 and is qualified to do business in the  jurisdictions in which it will hold
any Mortgage File.

                  Section 3.8.      Duties and Obligations of the Custodian.
                  (a)      The  Custodian  shall be under no duty or  obligation  to inspect,  review or examine the Mortgage  Files to
determine that the contents thereof are appropriate for the represented  purpose or that they have been actually  recorded or that they
are other than what they purport to be on their face.

                  (b)      The Custodian shall not be responsible or liable for, and makes no  representation  or warranty with respect
to, the validity, adequacy or perfection or any lien upon or security interest in the Mortgage Files.

                  (c)      Any other provision of this Agreement to the contrary  notwithstanding,  the Custodian shall have no notice,
and shall not be bound by any of the terms and  conditions  of any other  document or agreement  executed or  delivered  in  connection
with, or intended to control any part of, the  transactions  anticipated by or referred to in this Agreement  unless the Custodian is a
signatory party to that document or agreement.

                  (d)      The Custodian may rely on and shall be protected in acting in good faith upon any  certificate,  instrument,
opinion,  notice, magnetic tape, letter, telegram or other document, or any security,  delivered to it and in good faith believed by it
to be  genuine  and to have been  signed  by the  proper  party or  parties;  but in the case of any loan  document  or other  request,
instruction,  document or certificate  which by any provision  hereof is  specifically  required to be furnished to the Custodian,  the
Custodian  shall be under a duty to examine the same to determine  whether or not it conforms prima facie to the  requirements  of this
Custodial Agreement.

                  (e)      The  Custodian  shall not be liable for any error of judgment,  or for any act done or step taken or omitted
by it,  in good  faith,  or for any  mistake  of fact or law,  or for  anything  that it may do or  refrain  from  doing in  connection
therewith, except in the case of its negligent performance or omission.

                  (f)      The Custodian  shall have no  obligation to verify the receipt of any such  documents the existence of which
was not made known to the Custodian by the Mortgage Files.

                  (g)      The Custodian shall not be responsible for delays or failures in performance  resulting from acts beyond its
control. Such acts shall include, but not be limited to, acts of God, strikes,  lockouts,  riots, acts of war or terrorism,  epidemics,
nationalization,  expropriation, currency restrictions,  governmental regulations superimposed after the fact, fire, communication line
failures, power failures, earthquakes or other disasters.


                                                              ARTICLE IV.
                                                     COMPLIANCE WITH REGULATION AB

                  Section 4.1.      Intent of the parties;  Reasonableness.  The parties hereto  acknowledge and agree that the purpose
of this Article IV is to  facilitate  compliance  by the  Depositor,  the Master  Servicer and the  Securities  Administrator  with the
provisions  of  Regulation  AB and related  rules and  regulations  of the  Commission.  The  Depositor,  the Master  Servicer  and the
Securities  Administrator  shall not exercise its right to request delivery of information or other  performance under these provisions
other than in good  faith,  or for  purposes  other  than  compliance  with the  Securities  Act,  the  Exchange  Act and the rules and
regulations  of the  Commission  under  the  Securities  Act  and the  Exchange  Act.  Each of the  parties  hereto  acknowledges  that
interpretations  of the  requirements  of  Regulation AB may change over time,  whether due to  interpretive  guidance  provided by the
Commission or its staff, consensus among participants in the mortgage-backed  securities markets, advice of counsel, or otherwise,  and
the Custodian  agrees to comply with requests made by the  Depositor,  the Master  Servicer and the  Securities  Administrator  in good
faith for delivery of  information  under these  provisions  on the basis of evolving  interpretations  of  Regulation AB to the extent
reasonably  practicable,  unless otherwise advised in writing by counsel.  The Custodian shall cooperate reasonably with the Depositor,
the Master  Servicer and the  Securities  Administrator  to deliver to the Depositor and the Master  Servicer  (including  any of their
respective assignees or designees),  any and all disclosure,  statements,  reports,  certifications,  records and any other information
necessary in the  reasonable,  good faith  determination  of the Depositor,  the Master  Servicer and the Securities  Administrator  to
permit the Depositor, the Master Servicer and the Securities Administrator to comply with the provisions of Regulation AB.

                  Section 4.2.      Additional Representations and Warranties of the Custodian.

                  (a)      The Custodian  hereby  represents and warrants that the information  with respect to the Custodian set forth
in the Prospectus Supplement under the caption "Description of the Certificates—The  Custodians" (the "Custodian  Disclosure") does not
contain any untrue  statement of a material fact or omit to state a material  fact required to be stated  therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading.

                  (b)      The Custodian  shall be deemed to represent to the Depositor as of the date hereof and on each date on which
information is provided to the Depositor  under Section 4.3 that,  except as disclosed in writing to the Depositor  prior to such date:
(i) there are no  aspects  of its  financial  condition  that could have a  material  adverse  effect on the  performance  by it of its
Custodian  obligations  under this  Agreement;  (ii) there are no material legal or  governmental  proceedings  pending (or known to be
contemplated)  against it that would affect or interfere with the  performance  of its  obligations  hereunder;  and (iii) there are no
affiliations,  relationships  or transactions  relating to the Custodian with respect to the Depositor or any sponsor,  issuing entity,
servicer (other than Countrywide Home Loan Servicing LP), trustee,  originator,  significant  obligor,  enhancement or support provider
or other material transaction party (as such terms are used in Regulation AB) relating to the securitization  transaction  contemplated
by the Pooling and Servicing  Agreement,  as  identified  by the Depositor to the Custodian in writing as of the Closing Date (each,  a
"Transaction  Party") that would affect or interfere with the  performance of its  obligations  hereunder and have not been  previously
disclosed to the Depositor and the Trustee.

                  (c)      If so requested by the Depositor on any date  following the Closing Date, the Custodian  shall,  within five
Business Days  following  such request,  confirm in writing the accuracy of the  representations  and warranties set forth in paragraph
(1) of this  section  or,  if any such  representation  and  warranty  is not  accurate  as of the date of such  confirmation,  provide
reasonably  adequate  disclosure of the pertinent facts, in writing, to the requesting party. Any such request from the Depositor shall
not be given more than once each calendar quarter,  unless the Depositor shall have a reasonable basis for a determination  that any of
the representations and warranties may not be accurate.

                  Section 4.3.      Additional  Information  to Be  Provided  by the  Custodian.  For so long as the  Certificates  are
outstanding,  for the purpose of satisfying the Depositor's  reporting  obligation  under the Exchange Act with respect to any class of
Certificates,  the Custodian  shall (a) notify the Depositor,  the Securities  Administrator  and the Master Servicer in writing of any
material  litigation  or  governmental  proceedings  pending  against  the  Custodian  (including  any  such  proceedings  known  to be
contemplated  by the  governmental  authorities)  that would be  material  to  Certificateholders,  and (b)  provide to the  Depositor,
Securities  Administrator  and the Master Servicer a written  description of such  proceedings.  Any notices and descriptions  required
under this Section 4.3 shall be given no later than five Business  Days prior to the  Determination  Date  following the month in which
the Custodian has knowledge of the occurrence of the relevant  event.  As of the date the Depositor,  the Securities  Administrator  or
Master  Servicer  files  each  Report on Form 10-D or Form 10-K with  respect  to the  Certificates,  the  Custodian  will be deemed to
represent  that any  information  previously  provided  under this  Section  4.3, if any, is  materially  correct and does not have any
material omissions unless the Custodian has provided an update to such information.

                  Section 4.4.      Report on  Assessment of Compliance  and  Attestation.  On or before March 15 of each calendar year
in which a Form 10-K is required to be filed with respect to the Trust, the Custodian shall:

                  (a)      deliver to the  Depositor,  the  Master  Servicer  and the  Securities  Administrator  a report (in form and
substance reasonably  satisfactory to the Depositor)  regarding the Custodian's  assessment of compliance with the Applicable Servicing
Criteria as set forth in Exhibit Four during the  immediately  preceding  calendar  year, as required  under Rules 13a-18 and 15d-18 of
the Exchange Act and Item 1122 of  Regulation  AB. Such report shall be addressed to the  Depositor  and the  Securities  Administrator
and signed by an authorized  officer of the Custodian,  and shall address each of the Servicing  Criteria  specified on a certification
substantially in the form of Exhibit Four hereto; and

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

                  Section 4.5.      Indemnification; Remedies.

                  (a)      The Custodian  shall  indemnify the Depositor,  each affiliate of the Depositor,  the Master  Servicer,  the
Securities  Administrator,  the Trustee and each broker  dealer  acting as  underwriter,  placement  agent or initial  purchaser of the
Certificates  or each Person who controls any of such parties  (within the meaning of Section 15 of the  Securities  Act and Section 20
of the Exchange Act); and the respective present and former directors,  officers,  employees and agents of each of the foregoing (each,
an "Indemnified  Party"), and shall hold each of them harmless from and against any losses,  damages,  penalties,  fines,  forfeitures,
legal fees and expenses and related costs,  judgments,  and any other costs, fees and expenses that any of them may sustain arising out
of or based upon:

                           (i)      (A) any untrue  statement of a material fact  contained or alleged to be contained in the Custodian
         Disclosure  and any  information,  report,  certification,  accountants'  attestation  or other  material  provided under this
         Article IV by or on behalf of the  Custodian  (collectively,  the  "Custodian  Information"),  or (B) the  omission or alleged
         omission  to state in the  Custodian  Information  a material  fact  required  to be stated in the  Custodian  Information  or
         necessary  in order to make the  statements  therein,  in the light of the  circumstances  under  which  they were  made,  not
         misleading; or

                           (ii)     any  failure by the  Custodian  to deliver any  information,  report,  certification,  accountants'
         attestation or other material when and as required under this Article IV; or

                           (iii)    the  negligence,  bad faith or  willful  misconduct  of the  Custodian  in the  performance  of its
         obligations under this Article IV.

                  (b)      In the case of any failure of performance  described in clause (ii) of Section  4.5(a),  the Custodian shall
promptly  reimburse the Depositor,  the  Securities  Administrator  and the Master  Servicer for all costs  reasonably  incurred by the
Depositor and the Master Servicer,  respectively,  in order to obtain the information,  report,  certification,  accountants' letter or
other material not delivered as required by the Custodian.

                  (c)      In no event  shall the  Custodian  or its  directors,  officers  and  employees  be liable for any  special,
indirect or consequential  damages from any action taken or omitted to be taken by it or them hereunder or in connection  herewith even
if advised of the possibility of such damages.

         If the  indemnification  provided for herein is unavailable or insufficient to hold harmless any Indemnified  Party,  then the
Custodian agrees that it shall contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,  losses,
damages or liabilities  incurred by such  Indemnified  Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified  Party on the one hand and the  Custodian  on the  other.  This  indemnification  shall  survive  the  termination  of this
Agreement or the termination of the Custodian.


                                                              ARTICLE V.
                                                       MISCELLANEOUS PROVISIONS

                  Section 5.1.      Notices. All notices,  requests,  consents and demands and other communications required under this
Agreement or pursuant to any other instrument or document  delivered  hereunder shall be in writing and, unless otherwise  specifically
provided,  may be delivered  personally,  by telegram or telex, or by registered or certified  mail,  postage  prepaid,  return receipt
requested,  at the addresses  specified on the signature  page hereof (unless  changed by the particular  party whose address is stated
herein by similar notice in writing), in which case the notice will be deemed delivered when received.

                  Section 5.2.      Amendments.  No  modification  or amendment of or  supplement to this  Agreement  shall be valid or
effective  unless the same is in writing and signed by all parties  hereto,  and neither the  Depositor,  the Master  Servicer  nor the
Trustee  shall enter into any  amendment  hereof  except as permitted by the Pooling and  Servicing  Agreement.  The Trustee shall give
prompt notice to the Custodian of any  amendment or  supplement to the Pooling and Servicing  Agreement and furnish the Custodian  with
written copies thereof.

                  Section 5.3.      GOVERNING  LAW. THIS  AGREEMENT  SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
YORK AND SHALL BE CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT  REFERENCE TO
ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO).

                  Section 5.4.      Recordation of Agreement.  To the extent  permitted by applicable law, this Agreement is subject to
recordation  in all  appropriate  public offices for real property  records in all the counties or other  comparable  jurisdictions  in
which any or all of the properties  subject to the Mortgages are situated,  and in any other  appropriate  public  recording  office or
elsewhere,  such  recordation  to be effected by the  Depositor and at the Trust's  expense on direction by the Trustee,  but only upon
direction  accompanied by an Opinion of Counsel reasonably  satisfactory to the Depositor to the effect that the failure to effect such
recordation is likely to materially and adversely affect the interests of the Certificateholders.

                  For the purpose of facilitating  the  recordation of this Agreement as herein  provided and for other purposes,  this
Agreement may be executed  simultaneously in any number of counterparts,  each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument.

                  Section 5.5.      Severability of Provisions.  If any one or more of the covenants,  agreements,  provisions or terms
of this Agreement  shall be for any reason  whatsoever  held invalid,  then such  covenants,  agreements,  provisions or terms shall be
deemed  severable  from the  remaining  covenants,  agreements,  provisions  or terms of this  Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the holders thereof.

                                                       [Signature page follows]




                  IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.


Address:                                                     CITIBANK, N.A.,
                                                             as Trustee
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention: Structured Finance Agency & Trust
BSALTA 2006-5
Telecopy:  (212) 816-5527                                    By:___________________________________
                                                             Name:
                                                             Title:

Address:                                                     STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

383 Madison Avenue
New York, New York  10179
                                                             By:___________________________________
                                                             Name:    Baron Silverstein
                                                             Title:   Vice President


Address:                                                     WELLS FARGO BANK,
                                                             NATIONAL ASSOCIATION, as Master Servicer and as
9062 Old Annapolis Road                                      Securities Administrator
Columbia, Maryland  21045


                                                             By:___________________________________
                                                             Name:    Stacey Taylor
                                                             Title:   Assistant Vice President

Address:                                                     TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK N.A., as
                                                             Custodian
4100 E. Los Angeles Avenue
Simi Valley, California 93063
Attention: Teresita Que
Telephone: (805) 577-6028                                    By:___________________________________
Facsimile:  (805) 577-6069                                   Name:
                                                             Title:




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

                  On  the  31st  day  of  July  2006  before  me,  a  notary  public  in  and  for  said  State,   personally  appeared
_____________________,  known to me to be an  _____________________  of Citibank,  N.A., a national banking association organized under
the laws of the United States of America,  that executed the within  instrument,  and also known to me to be the person who executed it
on behalf of said national  banking  association and  acknowledged  to me that such national  banking  association  executed the within
instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official  seal the day and year in this  certificate
first above written.

                                                     ____________________________
                                                     Notary Public
[SEAL]




STATE OF MARYLAND          )
                           ) ss:
COUNTY OF HOWARD           )

                  On the 31st day of July 2006 before me, a notary public in and for said State,  personally  appeared  Stacey  Taylor,
known to me to be an Assistant Vice President of Wells Fargo Bank, National  Association,  a national banking association that executed
the within  instrument,  and also known to me to be the person who  executed it on behalf of said  national  banking  association,  and
acknowledged to me that such national banking association executed the within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official  seal the day and year in this  certificate
first above written.

                                                     ____________________________
                                                     Notary Public
[SEAL]




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

                  On the 31st  day of July  2006  before  me,  a  notary  public  in and for  said  State,  personally  appeared  Baron
Silverstein,  known to me to be a Vice  President of Structured  Asset  Mortgage  Investments  II Inc.,  one of the  corporations  that
executed the within instrument,  and also known to me to be the person who executed it on behalf of said corporation,  and acknowledged
to me that such corporation executed the within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official  seal the day and year in this  certificate
first above written.

                                                     ____________________________
                                                     Notary Public
[Notarial Seal]




STATE OF CALIFORNIA        )
                           ) ss:
COUNTY OF ___________      )

                  On the 31st day of July 2006 before me, a notary public in and for said State,  personally  appeared  ______________,
known to me to be a  __________________  of Treasury Bank, a division of Countrywide Bank N.A., one of the  corporations  that executed
the within  instrument,  and also known to me to be the person who executed it on behalf of said  corporation,  and  acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official  seal the day and year in this  certificate
first above written.

                                                     ____________________________
                                                     Notary Public
[Notarial Seal]




                                                              SCHEDULE 1

                                                            Mortgage Loans

                                                        [Provided upon Request]




                                                              EXHIBIT ONE

                                                FORM OF CUSTODIAN INITIAL CERTIFICATION

                                                                            July 31, 2006

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013

Structured Asset Mortgage Investments II Inc.
383 Park Avenue
New York, New York 10179

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045

Attention: Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5


         Re:      Custodial  Agreement,  dated as of July 31, 2006,  by and among  Citibank,  N.A.,  Structured  Asset
                  Mortgage  Investments II Inc., Wells Fargo Bank, National  Association and Treasury Bank, a division
                  of Countrywide Bank N.A. relating to Bear Stearns ALT-A Trust, Mortgage  Pass-Through  Certificates,
                  Series 2006-5

Ladies and Gentlemen:

                  In  accordance  with  Section 2.3 of the  above-captioned  Custodial  Agreement,  and subject to Section  2.02 of the
Pooling and Servicing Agreement, the undersigned,  as Custodian,  hereby certifies that it has received a Mortgage File (which contains
an original  Mortgage  Note or lost note  affidavit)  to the extent  required in Section  2.01 of the Pooling and  Servicing  Agreement
(other than with respect to clause  (b)(v)  thereof,  for which no review has been made) with respect to each  Mortgage  Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.

                  Capitalized words and phrases used herein shall have the respective  meanings assigned to them in the above-captioned
Custodial Agreement.

                                                     TREASURY BANK, A DIVISION OF
                                                     COUNTRYWIDE BANK N.A.



                                                     By:______________________________________
                                                     Name:
                                                     Title:




                                                       SCHEDULE A TO EXHIBIT ONE

                                                              Exceptions




                                                              EXHIBIT TWO

                                                FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                                            _________ ___, 200__

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
Attn:  Structured Finance—Agency & Trust, BSALTA 2006-5

Structured Asset Mortgage Investments II Inc.
383 Park Avenue
New York, New York 10179

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045

Attention: Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5


         Re:      Custodial  Agreement,  dated as of July 31, 2006,  by and among  Citibank,  N.A.,  Structured  Asset
                  Mortgage  Investments II Inc., Wells Fargo Bank, National  Association and Treasury Bank, a division
                  of Countrywide Bank N.A. relating to Bear Stearns ALT-A Trust, Mortgage  Pass-Through  Certificates,
                  Series 2006-5

Ladies and Gentlemen:
                  In accordance with Section 2.3 of the above-captioned  Custodial  Agreement,  the undersigned,  as Custodian,  hereby
certifies that it has received a Mortgage File to the extent required  pursuant to Section 2.01 of the Pooling and Servicing  Agreement
(other than with respect to clause  (b)(v)  thereof,  for which no review has been made) with respect to each  Mortgage  Loan listed in
the Mortgage  Loan  Schedule,  and it has  reviewed the Mortgage  File and the Mortgage  Loan  Schedule and has  determined  that:  all
required  documents  have been executed and received and that such documents  related to the Mortgage Loans  identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

                  Capitalized words and phrases used herein shall have the respective  meanings assigned to them in the above-captioned
Custodial Agreement.

                                                     TREASURY BANK, A DIVISION OF
                                                     COUNTRYWIDE BANK N.A.



                                                     By:      ___________________________
                                                     Name:
                                                     Title:




                                                       SCHEDULE A TO EXHIBIT TWO

                                                              Exceptions




                                                             EXHIBIT THREE

                                                 FORM OF CUSTODIAN FINAL CERTIFICATION

                                                                            __________ ____, 200__

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
Attn:  Structured Finance—Agency & Trust, BSALTA 2006-5

Structured Asset Mortgage Investments II Inc.
383 Park Avenue
New York, New York 10179

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045

Attention: Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5


         Re:      Custodial  Agreement,  dated as of July 31, 2006,  by and among  Citibank,  N.A.,  Structured  Asset
                  Mortgage  Investments II Inc., Wells Fargo Bank, National  Association and Treasury Bank, a division
                  of Countrywide Bank N.A. relating to Bear Stearns ALT-A Trust, Mortgage  Pass-Through  Certificates,
                  Series 2006-5

Ladies and Gentlemen:

                  In accordance with Section 2.3 of the above-captioned  Custodial  Agreement,  the undersigned,  as Custodian,  hereby
certifies that it has received a Mortgage File to the extent required  pursuant to Section 2.01 of the Pooling and Servicing  Agreement
(other than with respect to clause  (b)(v)  thereof,  for which no review has been made) with respect to each  Mortgage  Loan listed in
the Mortgage Loan Schedule,  and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has  determined  that an original
of each  document  related  thereto  required to be recorded  has been  returned  from the related  recording  office with  evidence of
recording  thereon,  or a certified copy has been obtained from the related recording office,  with any exceptions listed in Schedule A
attached hereto.

                  Capitalized words and phrases used herein shall have the respective  meanings assigned to them in the above-captioned
Custodial Agreement.

                                                     TREASURY BANK, A DIVISION OF
                                                     COUNTRYWIDE BANK N.A.



                                                     By:      __________________________
                                                     Name:
                                                     Title:




                                                      SCHEDULE A TO EXHIBIT THREE

                                                              Exceptions




                                                             EXHIBIT FOUR

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The assessment of compliance to be delivered by the Custodian shall address,  at a minimum,  the criteria  identified as below
as "Applicable Servicing Criteria";

-------------------------------------------------------------------------------------- ----------------------
                                                                                            Applicable
                                 Servicing Criteria                                     Servicing Criteria
----------------------- -------------------------------------------------------------- ----------------------
      Reference                                   Criteria
----------------------- -------------------------------------------------------------- ----------------------
                                      General Servicing Considerations
----------------------- -------------------------------------------------------------- ----------------------
                        Policies and procedures are instituted to monitor any
                        performance or other triggers and events of default in
1122(d)(1)(i)           accordance with the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
                        If any material servicing activities are outsourced to third
                        parties, policies and procedures are instituted to monitor
1122(d)(1)(ii)          the third party's performance and compliance with such
                        servicing activities
----------------------- -------------------------------------------------------------- ----------------------
                        Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii)         back-up servicer for the pool assets are maintained.
----------------------- -------------------------------------------------------------- ----------------------
                        A fidelity bond and errors and omissions policy is in effect
                        on the party participating in the servicing function
                        throughout the reporting period in the amount of coverage
1122(d)(1)(iv)          required by and otherwise in accordance with the terms of
                        the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------

                                     Cash Collection and Administration
----------------------- -------------------------------------------------------------- ----------------------
                        Payments on pool assets are deposited into the appropriate
                        custodial bank accounts and related bank clearing accounts
                        no more than two business days following receipt and
1122(d)(2)(i)           identification, or such other number of days specified in
                        the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii)          or to an investor are made only by authorized personnel.
----------------------- -------------------------------------------------------------- ----------------------
                        Advances of funds or guarantees regarding collections, cash
                        flows or distributions, and any interest or other fees
                        charged for such advances are made, reviewed and approved as
1122(d)(2)(iii)         specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        The related accounts for the transaction, such as cash
                        reserve accounts or accounts established as a form of
                        overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv)          respect to commingling of cash) as set forth in the
                        transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Each custodial account is maintained at a federally insured
                        depository institution as set forth in the transaction
                        agreements.  For purposes of this criterion, "federally
                        insured depository institutions" with respect to a foreign
                        financial institution means a foreign financial institution
1122(d)(2)(v)           that meets the requirements of Rule 13k-1(b)(1) of the
                        Securities Exchange Act.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent
                        unauthorized access.
----------------------- -------------------------------------------------------------- ----------------------
                        Reconciliations are prepared on a monthly basis for all
                        asset-backed securities related bank accounts, including
                        custodial accounts and related bank clearing accounts. These
                        reconciliations are (A) mathematically accurate; (B)
                        prepared within 30 calendar days after the bank statement
                        cutoff date, or such other number of days specified in the
                        transaction agreements; (C) reviewed and approved by someone
                        other than the person who prepared the reconciliations; and
                        (D) contain explanations for reconciling items, These
1122(d)(2)(vii)         reconciling items are resolved within 90 calendar days of
                        their original identification, or such other number of days
                        specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------

                                     Investor Remittances and Reporting
----------------------- -------------------------------------------------------------- ----------------------
                        Reports to investors, including those to be filed with the
                        Commission, are maintained in accordance with the
                        transaction agreements and applicable Commission
                        requirements. Specifically, such reports (A) are prepared in
                        accordance with timeframes and other terms set forth in the
                        transaction agreements, (B) provide information calculated
                        in accordance with the terms specified in the transaction
                        agreements; (C) are filed with the Commission as required by
                        its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i)           the trustee's records as to the total unpaid principal
                        balance and number of pool assets serviced by the servicer.
----------------------- -------------------------------------------------------------- ----------------------
                        Amounts due to investors are allocated and remitted in
                        accordance with timeframes, distribution priority and other
1122(d)(3)(ii)          terms set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Disbursements made to an investor are posted within two
                        business days to the servicer's investor records, or such
1122(d)(3)(iii)         other number of days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Amounts remitted to investors per the investor reports agree
                        with cancelled checks, or other form of payment, or
1122(d)(3)(iv)          custodial bank statements.
----------------------- -------------------------------------------------------------- ----------------------

                                          Pool Asset Administration
----------------------- -------------------------------------------------------------- ----------------------
                        Collateral or security on pool assets is maintained as                   X
1122(d)(4)(i)           required by the transaction agreements or related asset pool
                        documents.
----------------------- -------------------------------------------------------------- ----------------------
                        Pool assets and related documents are safeguarded as                     X
1122(d)(4)(ii)          required by the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Any additions, removals or substitutions to the asset pool
                        are made, reviewed and approved in accordance with any
1122(d)(4)(iii)         conditions or requirements in the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
                        Payments on pool assets, including any payoffs, made in
                        accordance with the related pool asset documents are posted
                        to the servicer's obligor records maintained no more than
                        two business days after receipt, or such other number of
                        days specified in the transaction agreements, and allocated
1122(d)(4)(iv)          to principal, interest or other items (e.g., escrow) in
                        accordance with the related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
                        The servicer's records regarding the pool assets agree with
1122(d)(4)(v)           the servicer's records with respect to an obligor's unpaid
                        principal balance.
----------------------- -------------------------------------------------------------- ----------------------
                        Changes with respect to the terms or status of an obligor's
                        pool asset (e.g., loan modifications or re-agings) are made,
                        reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi)          with the transaction agreements and related pool asset
                        documents.
----------------------- -------------------------------------------------------------- ----------------------
                        Loss mitigation of recovery actions (e.g., forbearance
                        plans, modifications and deed in lieu of foreclosure,
                        foreclosures and repossessions, as applicable) are
                        initiated, conducted and concluded in accordance with the
1122(d)(4)(vii)         timeframes or other requirements established by the
                        transaction documents.
----------------------- -------------------------------------------------------------- ----------------------
                        Records documenting collection efforts are maintained during
                        the period a pool asset is delinquent in accordance with the
                        transaction agreements., Such records are maintained in at
                        least a monthly basis, or such other period specified in the
                        transaction agreements, and describe the entity's activities
                        in monitoring delinquent pool assets including, for example,
                        phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii)        where delinquency is deemed temporary (e.g., illness or
                        unemployment).
----------------------- -------------------------------------------------------------- ----------------------
                        Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix)          assets with  variable rates are computed based on the
                        related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
                        Regarding any funds held in trust for an obligor (such as
                        escrow accounts); (A) such funds are analyzed, in accordance
                        with the obligor's pool asset documents, on at least an
                        annual basis, or such other period specified in the
                        transaction agreements; (B) interest on such funds is paid,
                        or credited, to obligors in accordance with applicable pool
                        asset documents and state laws; and (C) such funds are
                        returned to the obligor within 3- calendar days of full
1122(d)(4)(x)           repayment of the related pool asset, or such other number of
                        days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Payments made on behalf of an obligor (such as tax ore
                        insurance payments) are made on or before the related
                        penalty or expiration dates, as indicated on the appropriate
                        bills or notices for such payments, provided that such
                        support has been received by the service at least 30
1122(d)(4)(xi)          calendar days prior to these dates, or such other number of
                        days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Any late payment penalties in connection with any payment to
                        be made on behalf of an obligor are paid from the servicer's
                        funds and not charged to the obligor, unless the late
1122(d)(4)(xii)         payment was due to the obligor's error or omission.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiii)        Disbursements made on behalf of an obligor are posted within
                        two business days to the obligor's records maintained by the
                        servicer, or such other number of days specified in the
                        transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiv)         Delinquencies, charge-offs and uncollectible funds are
                        recognized and recorded in accordance with the transaction
                        agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xv)          Any external enhancement or other support, identified in
                        item 1114(a)(1) through (3) or item 1115 of Regulation AB,
                        is maintained as set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------




                                                                                                                            EXHIBIT G-2


                                                FORM OF WELLS FARGO CUSTODIAL AGREEMENT

                  THIS CUSTODIAL  AGREEMENT (as amended and supplemented  from time to time, the Agreement,  dated as of July 31, 2006,
by and among  CITIBANK,  N.A., as trustee  (including  its successors  under the Pooling and Servicing  Agreement  defined  below,  the
"Trustee"),  STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as company (together with any successor in interest, the "Company"),  WELLS
FARGO BANK,  NATIONAL  ASSOCIATION,  as master  servicer  and  securities  administrator  (together  with any  successor in interest or
successor under the Pooling and Servicing  Agreement  referred to below, the "Master  Servicer" or the "Securities  Administrator,"  as
applicable)  and WELLS FARGO BANK,  NATIONAL  ASSOCIATION,  as custodian  (together  with any  successor  in interest or any  successor
appointed hereunder, the "Custodian").

                                                           WITNESSETH THAT:

                  WHEREAS,  the Company,  EMC, the Master Servicer,  the Securities  Administrator  and the Trustee have entered into a
Pooling  and  Servicing  Agreement,  dated  as of July 1,  2006,  relating  to the  issuance  of Bear  Stearns  ALT-A  Trust,  Mortgage
Pass-Through  Certificates,  Series 2006-5 (as in effect on the date of this agreement, the "Original Pooling and Servicing Agreement,"
and as amended and supplemented from time to time, the "Pooling and Servicing Agreement"); and

                  WHEREAS,  the  Custodian  has agreed to act as agent for the Trustee,  on behalf of the  Certificateholders,  for the
purposes of receiving and holding certain  documents and other  instruments  relating to the mortgage loans (herein  referred to as the
"Mortgage  Loans") listed on Schedule I attached hereto (the "Mortgage Loan Schedule")  delivered by the Company or the Master Servicer
under the Pooling and  Servicing  Agreement and the  Servicers  under their  respective  Servicing  Agreements,  all upon the terms and
conditions and subject to the limitations hereinafter set forth;

                  NOW, THEREFORE,  in consideration of the premises and the mutual covenants and agreements  hereinafter set forth, the
Trustee, the Company, the Master Servicer and the Custodian hereby agree as follows:

                                                              ARTICLE I.
                                                              DEFINITIONS

                  Capitalized  terms used in this  Agreement  and not defined  herein shall have the meanings  assigned in the Original
Pooling and Servicing Agreement, unless otherwise required by the context herein.

                                                              ARTICLE II.
                                                     CUSTODY OF MORTGAGE DOCUMENTS

                  Section 2.1.      Custodian to Act as Agent:  Acceptance of Mortgage  Files.  The  Custodian,  as the duly  appointed
agent of the Trustee for these purposes,  acknowledges  (subject to any exceptions  noted in the Initial  Certification  referred to in
Section  2.3(a)) receipt of the Mortgage Files relating to the Mortgage Loans  identified on the schedule  attached hereto and declares
that it holds and will hold such Mortgage Files as agent for the Trustee,  in trust,  for the use and benefit of all present and future
Certificateholders.

                  Section 2.2.      Recordation  of  Assignments.  If any Mortgage File relating to the Mortgage  Loans includes one or
more  assignments  of Mortgage to the Trustee in a state which is  specifically  excluded from the Opinion of Counsel  delivered by the
Seller to the  Trustee  (with a copy to the  Custodian)  pursuant  to the  provisions  of Section  2.01 of the  Pooling  and  Servicing
Agreement,  each such  assignment  shall be  delivered,  by the  Custodian  to the  Company  for the  purpose  of  recording  it in the
appropriate  public office for real property  records,  and the Company,  at no expense to the  Custodian,  shall  promptly cause to be
recorded in the  appropriate  public office for real property  records each such  assignment of Mortgage and, upon receipt thereof from
such public office, shall return each such assignment of Mortgage to the Custodian.

                  Section 2.3.      Review of Mortgage Files.

                  (1)      On or prior to the Closing  Date, in  accordance  with Section 2.02 of the Pooling and Servicing  Agreement,
the Custodian  shall deliver to the Company,  the Master Servicer and the Trustee an Initial  Certification  in the form annexed hereto
as Exhibit One evidencing receipt (subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans.

                  (2)      Within 90 days of the Closing Date (or, with respect to any  Substitute  Mortgage  Loans,  within 5 Business
Days after the receipt by the Trustee or the  Custodian  thereof),  the Custodian  agrees,  for the benefit of  Certificateholders,  to
review,  in accordance with the provisions of Section 2.02 of the Pooling and Servicing  Agreement,  each such document relating to the
Mortgage  Loans,  and shall deliver to the Company,  the Master Servicer and the Trustee an Interim  Certification  in the form annexed
hereto as Exhibit Two to the effect that all such  documents  have been  executed and received  and that such  documents  relate to the
Mortgage Loans,  except for any exceptions  listed on Schedule A attached to such Interim  Certification.  The Custodian shall be under
no duty or obligation to inspect,  review or examine said  documents,  instruments,  certificates or other papers to determine that the
same are genuine,  enforceable,  or appropriate for the  represented  purpose or that they have actually been recorded or that they are
other than what they purport to be on their face.

                  (3)      Not later than 180 days after the Closing Date (or, with respect to any Substitute  Mortgage Loans, within 5
Business Days after the receipt by the Trustee or the Custodian  thereof),  the Custodian  shall review the Mortgage  Files relating to
the Mortgage Loans as provided in Section 2.02 of the Pooling and Servicing  Agreement and deliver to the Company,  the Master Servicer
and the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of such Mortgage Files.

                  (4)      In reviewing the Mortgage  Files  relating to the Mortgage  Loans as provided  herein and in the Pooling and
Servicing  Agreement,  the  Custodian  shall make no  representation  as to and shall not be  responsible  to verify (i) the  validity,
legality,  enforceability,  due  authorization,  recordability,  sufficiency  or  genuineness  of any of the documents  included in any
Mortgage File or (ii) the collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage File.

         Upon receipt of written  request from EMC, the Company,  the Master  Servicer or the Trustee,  the Custodian  shall as soon as
practicable  supply the requesting  party with a list of all of the documents  relating to the Mortgage Loans missing from the Mortgage
Files.

                  Section 2.4.      Notification of Breaches of  Representations  and Warranties.  Upon discovery by the Custodian of a
breach of any  representation  or warranty  made by the Company as set forth in the Pooling and Servicing  Agreement  with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian  shall give prompt written  notice to the Company,  the Master  Servicer,  the
related Servicer and the Trustee.

                  Section 2.5.      Custodian to Cooperate:  Release of Mortgage Files.  Upon receipt of written notice from the Master
Servicer or Trustee that EMC (the  "Mortgage  Loan  Seller") has  repurchased a Mortgage Loan pursuant to Article II of the Pooling and
Servicing  Agreement,  and that the purchase  price  therefore  has been  deposited in the Master  Servicer  Collection  Account or the
Distribution Account, then the Custodian agrees to promptly release to the Mortgage Loan Seller the related Mortgage File.

                  Upon the Custodian's receipt of a request for release (a "Request for Release")  substantially in the form of Exhibit
D to the Pooling and Servicing  Agreement  signed by a Servicing  Officer of the related  Servicer stating that it has received payment
in full of a Mortgage Loan or that payment in full will be escrowed in a manner  customary  for such  purposes,  the  Custodian  agrees
promptly to release to the related  Servicer the related  Mortgage  File.  The Company shall deliver to the Custodian and the Custodian
agrees to accept the Mortgage Note and other documents constituting the Mortgage File with respect to any Substitute Mortgage Loan.

                  From time to time as is  appropriate  for the servicing or  foreclosure  of any Mortgage  Loan,  including,  for this
purpose,  collection under any Primary  Mortgage  Insurance  Policy,  the related Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing  Officer  requesting that possession of all of the Mortgage File be released to the related  Servicer and
certifying as to the reason for such release and that such release will not  invalidate any insurance  coverage  provided in respect of
the Mortgage Loan under any of the Insurance  Policies.  Upon receipt of the foregoing,  the Custodian  shall deliver the Mortgage File
to the related  Servicer.  All Mortgage Files so released to the related  Servicer shall be held by it in trust for the Trustee for the
use and benefit of all present and future  Certificateholders.  The related  Servicer  shall cause each  Mortgage  File or any document
therein so released to be returned to the Custodian  when the need therefore by the related  Servicer no longer exists,  unless (i) the
Mortgage  Loan has been  liquidated  and the  Liquidation  Proceeds  relating to the  Mortgage  Loan have been  deposited in the Master
Servicer  Collection Account or the Distribution  Account or (ii) the Mortgage File or such document has been delivered to an attorney,
or to a public  trustee or other  public  official as required by law,  for purposes of  initiating  or pursuing  legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or  non-judicially,  and the related Servicer has delivered
to the Custodian a certificate of a Servicing  Officer  certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery.

                  At any time that a Servicer  is  required  to deliver to the  Custodian  a Request  for  Release,  EMC or the related
Servicer  shall  deliver two copies of the Request for Release if  delivered  in hard copy or EMC or the related  Servicer  may furnish
such Request for Release  electronically to the Custodian,  in which event the Servicing Officer  transmitting the same shall be deemed
to have signed the Request for Release.  In  connection  with any Request for Release of a Mortgage  File because of a repurchase  of a
Mortgage  Loan,  such Request for Release shall be  accompanied  by an  assignment of mortgage,  without  recourse,  representation  or
warranty  from  the  Trustee  to the  Mortgage  Loan  Seller  and the  related  Mortgage  Note  shall  be  endorsed  without  recourse,
representation  or warranty by the Trustee  (unless such Mortgage Note was a MERS Loan and not endorsed to the Trustee) and be returned
to the  Mortgage  Loan  Seller.  In  connection  with any Request for  Release of a Mortgage  File  because of the payment in full of a
Mortgage  Loan,  such Request for Release shall be  accompanied  by a certificate  of  satisfaction  or other similar  instrument to be
executed by or on behalf of the Trustee and returned to EMC or the related Servicer.

                  Section 2.6.      Assumption  Agreements.  In the event that any  assumption  agreement,  substitution  of  liability
agreement or sale of servicing  agreement is entered  into with respect to any Mortgage  Loan subject to this  Agreement in  accordance
with the terms and  provisions of the Pooling and  Servicing  Agreement,  the Master  Servicer,  to the extent  provided in the related
Servicing Agreement,  shall cause the related Servicer to notify the Custodian that such assumption or substitution  agreement has been
completed by  forwarding  to the  Custodian the original of such  assumption  or  substitution  agreement,  which shall be added to the
related  Mortgage  File and,  for all  purposes,  shall be  considered  a part of such  Mortgage  File to the same  extent as all other
documents and instruments constituting parts thereof.

                                                             ARTICLE III.
                                                       CONCERNING THE CUSTODIAN

                  Section 3.1.      Custodian as Bailee and Agent of the  Trustee.  With respect to each  Mortgage  Note,  Mortgage and
other documents  constituting each Mortgage File relating to the Mortgage Loans which are delivered to the Custodian,  the Custodian is
exclusively  the bailee and agent of the Trustee and has no  instructions  to hold any Mortgage Note or Mortgage for the benefit of any
person other than the Trustee,  holds such  documents for the benefit of  Certificateholders  and undertakes to perform such duties and
only such duties as are  specifically  set forth in this  Agreement.  Except upon compliance with the provisions of Section 2.5 of this
Agreement  with respect to any Mortgage  Loan, no Mortgage  Note,  Mortgage or Mortgage File shall be delivered by the Custodian to the
Company, the Servicers or the Master Servicer or otherwise released from the possession of the Custodian.

                  Section 3.2.      Reserved.

                  Section 3.3.      Custodian May Own  Certificates.  The Custodian in its  individual or any other capacity may become
the owner or pledgee of Certificates with the same rights it would have if it were not Custodian.

                  Section 3.4.      Master Servicer to Pay Custodian's Fees and Expenses.  The Master Servicer  covenants and agrees to
pay to the Custodian from time to time, and the Custodian shall be entitled to,  reasonable  compensation for all services  rendered by
it in the exercise and  performance  of any of the powers and duties  hereunder of the Custodian,  and the Master  Servicer will pay or
reimburse the Custodian upon its request for all reasonable  expenses,  disbursements and advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement  (including the reasonable  compensation and the expenses and  disbursements of
its counsel and of all persons not  regularly in its employ),  except any such expense,  disbursement  or advance as may arise from its
negligence  or bad faith or to the extent  that such cost or  expense  is  indemnified  by the  Company  pursuant  to the  Pooling  and
Servicing Agreement.

                  Section 3.5.      Custodian May Resign Trustee May Remove  Custodian.  The Custodian may resign from the  obligations
and duties  hereby  imposed upon it as such  obligations  and duties  relate to its acting as Custodian  of the  Mortgage  Loans.  Upon
receiving  such notice of  resignation,  the Trustee  shall either take custody of the  Mortgage  Files itself and give prompt  written
notice  thereof to the  Company,  the  Master  Servicer  and the  Custodian,  or  promptly  appoint a  successor  Custodian  by written
instrument,  in duplicate,  one copy of which  instrument  shall be delivered to the resigning  Custodian and one copy to the successor
Custodian.  If the Trustee shall not have taken custody of the Mortgage Files and no successor  Custodian  shall have been so appointed
and have accepted  appointment within 30 days after the giving of such notice of resignation,  the resigning Custodian may petition any
court of competent jurisdiction for the appointment of a successor Custodian.

                  The Trustee may remove the Custodian at any time with the consent of the Master Servicer.  In such event, the Trustee
shall appoint,  or petition a court of competent  jurisdiction to appoint, a successor  Custodian  hereunder.  Any successor  Custodian
shall be a depository  institution  subject to supervision or examination by federal or state  authority,  shall be able to satisfy the
other requirements contained in Section 3.7 and shall be unaffiliated with the Servicer or the Company.

                  Any  resignation  or removal of the  Custodian  and  appointment  of a  successor  Custodian  pursuant  to any of the
provisions of this Section 3.5 shall become  effective upon  acceptance of appointment  by the successor  Custodian.  The Trustee shall
give prompt notice to the Company and the Master Servicer of the appointment of any successor  Custodian.  No successor Custodian shall
be appointed by the Trustee without the prior approval of the Company and the Master Servicer.

                  Section 3.6.      Merger or  Consolidation  of  Custodian.  Any  Person  into  which the  Custodian  may be merged or
converted or with which it may be  consolidated,  or any Person  resulting from any merger,  conversion or  consolidation  to which the
Custodian  shall be a party,  or any Person  succeeding  to the business of the  Custodian,  shall be the  successor  of the  Custodian
hereunder,  without the execution or filing of any paper or any further act on the part of any of the parties  hereto,  anything herein
to the contrary  notwithstanding;  provided that such  successor is a depository  institution  subject to supervision or examination by
federal or state authority and is able to satisfy the other  requirements  contained in Section 3.7 and is unaffiliated with the Master
Servicer or the Company.

                  Section 3.7.      Representations  of  the  Custodian.  The  Custodian  hereby  represents  that  it is a  depository
institution  subject to  supervision or examination  by a federal or state  authority,  has a combined  capital and surplus of at least
$15,000,000 and is qualified to do business in the jurisdictions in which it will hold any Mortgage File.

                  Section 3.8.      Limitation  on  Liability.  Neither the Custodian  nor any of its  directors,  officers,  agents or
employees,  shall be liable for any action  taken or omitted to be taken by it or them  hereunder  or in  connection  herewith  in good
faith and reasonably  believed (which belief may be based upon the written opinion or advice of counsel  selected by it in the exercise
of reasonable  care) by it or them to be within the purview of this  Agreement,  except for its or their own  negligence,  lack of good
faith or willful  misconduct.  The  Custodian and any director,  officer,  employee or agent of the Custodian may rely in good faith on
any document of any kind prima facie properly  executed and submitted by any person with authority with respect to any related  matters
arising  hereunder.  In no event shall the Custodian or its directors,  officers,  agents and employees be held liable for any special,
indirect or  consequential  damages  resulting  from any action taken or omitted to be taken by it or them  hereunder or in  connection
herewith even if advised of the possibility of such damages.

                  Notwithstanding  anything herein to the contrary,  the Custodian  agrees to indemnify the Trust Fund, the Trustee and
each of  their  respective  employees,  representatives,  affiliates,  officers,  directors  and  agents  for any and all  liabilities,
obligations,  losses,  damages,  payments,  costs or expenses of any kind  whatsoever  that may be imposed on,  incurred by or asserted
against  the Trustee or Trust Fund or any such other  respective  Person,  due to any willful  misfeasance  or  negligent  or bad faith
performance or non-performance by the Custodian of its duties and responsibilities  under this Agreement;  provided,  however, that the
Custodian  shall not be liable to any of the  foregoing  Persons for any amount and any portion of any such amount  directly and solely
resulting from the willful  misfeasance,  bad faith or negligence of such person, and the Custodian's  reliance on written instructions
from the Trustee or the Master Servicer. The provisions of this Section 3.8 shall survive the termination of this Custodial Agreement.

                  The Custodian and its  directors,  officers,  employees and agents shall be entitled to  indemnification  and defense
from the Trust Fund for any loss,  liability or expense  incurred  (other than as a result of any willful  misfeasance  or negligent or
bad-faith  performance or  non-performance  on their part),  arising out of, or in connection with, the acceptance or administration of
the custodial  arrangement created hereunder,  including the costs and expenses of defending  themselves against any claim or liability
in connection with the exercise or performance of any of their powers or duties hereunder.

                                                              ARTICLE IV.
                                                     COMPLIANCE WITH REGULATION AB

                  Section 4.1.      Intent of the parties;  Reasonableness.  The parties hereto  acknowledge and agree that the purpose
of this Article IV is to facilitate  compliance by the Company,  Master Servicer and the Securities  Administrator  with the provisions
of Regulation AB and related rules and regulations of the  Commission.  The Company,  Master Servicer and the Securities  Administrator
shall not exercise its right to request delivery of information or other  performance  under these provisions other than in good faith,
or for purposes other than compliance  with the Securities Act, the Exchange Act and the rules and regulations of the Commission  under
the  Securities Act and the Exchange Act. Each of the parties hereto  acknowledges  that  interpretations  of the  requirements  of the
requirements  of Regulation AB may change over time,  whether due to  interpretive  guidance  provided by the  Commission or its staff,
consensus among participants in the  mortgage-backed  securities markets,  advice of counsel,  or otherwise,  and agrees to comply with
requests made by the Company,  Master Servicer and the Securities  Administrator in good faith for delivery of information  under these
provisions on the basis of evolving  interpretations  of  Regulation  AB to the extent  reasonably  practicable.  The  Custodian  shall
cooperate reasonably with the Company to deliver to the Company, Master Servicer and Securities  Administrator  (including any of their
respective assignees or designees),  any and all disclosure,  statements,  reports,  certifications,  records and any other information
necessary in the  reasonable,  good faith  determination  of the Company,  Master Servicer and Securities  Administrator  to permit the
Company, Master Servicer and Securities Administrator to comply with the provisions of Regulation AB.

                  Section 4.2.      Additional Representations and Warranties of the Custodian.

                  (1)      The Custodian  hereby  represents and warrants that the information  with respect to the Custodian set forth
in the Prospectus  Supplement under the caption  "Description of the Certificates – The Custodians" (the "Custodian  Disclosure")  does
not contain any untrue  statement of a material  fact or omit to state a material  fact  required to be stated  therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

                  (2)      The  Custodian  shall be deemed to  represent to the Company as of the date hereof and on each date on which
information  is provided to the Company under Section 4.3 that,  except as disclosed in writing to the Company prior to such date:  (i)
there are no aspects of its financial  condition that could have a material  adverse  effect on the  performance by it of its Custodian
obligations under this Agreement or any other  securitization  transaction as to which it is the custodian;  (ii) there are no material
legal  or  governmental  proceedings  pending  (or  known  to be  contemplated)  against  it;  and  (iii)  there  are no  affiliations,
relationships  or  transactions  relating to the  Custodian  with  respect to the Company or any  sponsor,  issuing  entity,  servicer,
trustee,  originator,  significant obligor, enhancement or support provider or other material transaction party (as such terms are used
in  Regulation  AB) relating to the  securitization  transaction  contemplated  by the Original  Pooling and  Servicing  Agreement,  as
identified by the Company to the Custodian in writing as of the Closing Date (each, a "Transaction Party").

                  (3)      If so requested by the Company on any date  following the Closing Date,  the  Custodian  shall,  within five
Business Days  following  such request,  confirm in writing the accuracy of the  representations  and warranties set forth in paragraph
(1) of this  section  or,  if any such  representation  and  warranty  is not  accurate  as of the date of such  confirmation,  provide
reasonably  adequate  disclosure of the pertinent facts, in writing,  to the requesting  party. Any such request from the Company shall
not be given more than once each calendar  quarter,  unless the Company shall have a reasonable  basis for a determination  that any of
the representations and warranties may not be accurate.

                  Section 4.3.      Additional  Information  to Be  Provided  by the  Custodian.  For so long as the  Certificates  are
outstanding,  for the purpose of satisfying  the  Company's  reporting  obligation  under the Exchange Act with respect to any class of
Certificates,  the Custodian  shall (a) notify the Company and the Securities  Administrator  in writing of any material  litigation or
governmental  proceedings  pending against the Custodian that would be material to  Certificateholders,  and (b) provide to the Company
and the Securities  Administrator a written description of such proceedings.  Any notices and descriptions  required under this Section
4.3 shall be given no later than five  Business  Days prior to the  Determination  Date  following the month in which the Custodian has
knowledge of the occurrence of the relevant  event.  As of the date the Company or Securities  Administrator  files each Report on Form
10-D or Form 10-K with  respect  to the  Certificates,  the  Custodian  will be deemed to  represent  that any  information  previously
provided  under this Section 4.3, if any, is  materially  correct and does not have any material  omissions  unless the  Custodian  has
provided an update to such information.

                  Section 4.4.      Report on Assessment of Compliance  and  Attestation.  On or before March 15 of each calendar year,
the Custodian shall:

                  (1)      deliver  to the  Company,  the  Master  Servicer  and the  Securities  Administrator  a report  (in form and
substance  reasonably  satisfactory  to the Company)  regarding the Custodian's  assessment of compliance  with the Servicing  Criteria
during the  immediately  preceding  calendar  year,  as required  under Rules  13a-18 and 15d-18 of the  Exchange  Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Company and the Securities  Administrator  and signed by an authorized  officer of
the Custodian,  and shall address each of the Servicing  Criteria  specified on a  certification  substantially  in the form of Exhibit
Five hereto; and

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

                  Section 4.5.      Indemnification; Remedies.

                  (1)      The  Custodian  shall  indemnify  the  Company,  each  affiliate of the Company,  the Master  Servicer,  the
Securities  Administrator,  the Trustee and each broker  dealer  acting as  underwriter,  placement  agent or initial  purchaser of the
Certificates  or each Person who controls any of such parties  (within the meaning of Section 15 of the  Securities  Act and Section 20
of the Exchange Act); and the respective  present and former directors,  officers,  employees and agents of each of the foregoing,  and
shall hold each of them harmless  from and against any losses,  damages,  penalties,  fines,  forfeitures,  legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

                  (i)      (A) any  untrue  statement  of a  material  fact  contained  or alleged  to be  contained  in the  Custodian
Disclosure and any information,  report,  certification,  accountants'  attestation or other material provided under this Article IV by
or on behalf of the Custodian  (collectively,  the "Custodian  Information"),  or (B) the omission or alleged  omission to state in the
Custodian  Information a material fact required to be stated in the Custodian  Information or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; or

                  (ii)     any failure by the Custodian to deliver any information, report, certification,  accountants' attestation or
other material when and as required under this Article IV.

                  (2)      In the case of any failure of performance  described in clause (ii) of Section  4.5(1),  the Custodian shall
promptly reimburse the Company,  the Securities  Administrator and the Master Servicer for all costs reasonably incurred by the Company
in order to obtain the  information,  report,  certification,  accountants'  letter or other  material not delivered as required by the
Custodian.

                                                              ARTICLE V.
                                                       MISCELLANEOUS PROVISIONS


                  Section 5.1.      Notices. All notices,  requests,  consents and demands and other communications required under this
Agreement or pursuant to any other instrument or document  delivered  hereunder shall be in writing and, unless otherwise  specifically
provided,  may be delivered  personally,  by telegram or telex, or by registered or certified  mail,  postage  prepaid,  return receipt
requested,  at the addresses  specified on the signature  page hereof (unless  changed by the particular  party whose address is stated
herein by similar notice in writing), in which case the notice will be deemed delivered when received.

                  Section 5.2.      Amendments.  No  modification  or amendment of or  supplement to this  Agreement  shall be valid or
effective  unless the same is in writing  and signed by all  parties  hereto,  and neither the  Company,  the Master  Servicer  nor the
Trustee  shall enter into any  amendment  hereof  except as permitted by the Pooling and  Servicing  Agreement.  The Trustee shall give
prompt notice to the Custodian of any  amendment or  supplement to the Pooling and Servicing  Agreement and furnish the Custodian  with
written copies thereof.

                  Section 5.3.      GOVERNING  LAW. THIS  AGREEMENT  SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
YORK WITHOUT  REFERENCE TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL  OBLIGATIONS LAW) AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  Section 5.4.      Recordation of Agreement.  To the extent  permitted by applicable law, this Agreement is subject to
recordation  in all  appropriate  public offices for real property  records in all the counties or other  comparable  jurisdictions  in
which any or all of the properties  subject to the Mortgages are situated,  and in any other  appropriate  public  recording  office or
elsewhere,  such  recordation  to be effected by the Company and at the Trust's  expense,  but only upon  direction  accompanied  by an
Opinion of Counsel  reasonably  satisfactory  to the Company to the effect that the  failure to effect  such  recordation  is likely to
materially and adversely affect the interests of the Certificateholders.

                  For the purpose of facilitating  the  recordation of this Agreement as herein  provided and for other purposes,  this
Agreement may be executed  simultaneously in any number of counterparts,  each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument.

                  Section 5.5.      Severability of Provisions.  If any one or more of the covenants,  agreements,  provisions or terms
of this Agreement  shall be for any reason  whatsoever  held invalid,  then such  covenants,  agreements,  provisions or terms shall be
deemed  severable  from the  remaining  covenants,  agreements,  provisions  or terms of this  Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the holders thereof.



IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

Address:                                                    CITIBANK, N.A., as Trustee

388 Greenwich Street, 14th Floor
New York, New York 10013                                    By:__________________________________________
                                                            Name:
Attention: Structured Finance Agency &
           Trust—BSALTA 2006-5  Title:
Telecopy: (212) 816-5527

Address:                                                    STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

383 Madison Avenue                                          By:__________________________________________
New York, New York 10179                                    Name:    Baron Silverstein
                                                            Title:   Vice President

Address:                                                    WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master
                                                            Servicer and Securities Administrator
9062 Old Annapolis                                          By:__________________________________________
Columbia, Maryland 21045                                    Name:
Attention: BSALTA 2006-5                                    Title:

Address:                                                    WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
                                                            By:__________________________________________
1015 10th Avenue                                            Name:  Leigh Taylor
Minneapolis, Minnesota 55414                                Title:  Vice President
Attention: BSALTA 2006-5
Telecopier: (612) 667-1068




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

                  On the   31st  day of  July,  2006,  before  me,  a  notary  public  in  and  for  said  State,  personally  appeared
_______________,  known to me to be a  _________________of  CITIBANK,  N.A., a national  banking  association  that executed the within
instrument,  and also known to me to be the person who  executed  it on behalf of said  association  and  acknowledged  to me that such
association executed the within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official  seal the day and year in this  certificate
first above written.

                                                                                ____________________________________
                                                                                            Notary Public

[SEAL]




STATE OF MINNESOTA             )
                               ) ss.:
COUNTY OF HENNEPIN             )

                  On the 31st day of July, 2006,  before me, a notary public in and for said State,  personally  appeared Leigh Taylor,
known to me to be a Vice President of Wells Fargo Bank, National  Association,  a national banking association that executed the within
instrument,  and also known to me to be the person who executed it on behalf of said national banking association,  and acknowledged to
me that such national banking association executed the within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official  seal the day and year in this  certificate
first above written.

                                                                                   ______________________________
                                                                                            Notary Public

[SEAL]




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

                  On the 31st  day of July,  2006,  before  me, a notary  public  in and for  said  State,  personally  appeared  Baron
Silverstein,  known to me to be a Vice President of Structured  Asset Mortgage  Investments II Inc., one of the companies that executed
the within  instrument,  and also known to me to be the person who executed it on behalf of said company,  and  acknowledged to me that
such company executed the within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official  seal the day and year in this  certificate
first above written.

                                                                                   ______________________________
                                                                                            Notary Public

[Notarial Seal]




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


                  On  the  31st  day of  July,  2006,  before  me,  a  notary  public  in  and  for  said  State,  personally  appeared
__________________,  known to me to be a/an  _____________________  of Wells  Fargo  Bank,  National  Association,  a national  banking
association  that  executed the within  instrument,  and also known to me to be the person who  executed it on behalf of said  national
banking association, and acknowledged to me that such national banking association executed the within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my official  seal the day and year in this  certificate
first above written.

                                                                                   ______________________________
                                                                                            Notary Public

[Notarial Seal]





                                                              SCHEDULE I

                                                        MORTGAGE LOAN SCHEDULE




                                                              EXHIBIT ONE

                                                FORM OF CUSTODIAN INITIAL CERTIFICATION


                                                                       __, 20__



CITIBANK, N.A.                                              Structured Asset Mortgage
388 Greenwich Street, 14th Floor                            Investments II Inc.
New York, New York 10013                                    383 Madison Avenue
Attn:  Structured Finance Agency & Trust—          New York, New York 10179
BSALTA 2006-5

Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland 21045
Attention: BSALTA 2006-5

Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5

                  Re:      Custodial Agreement,  dated as of July 31, 2006, by and among CITIBANK,  N.A.,  Structured
                           Asset Mortgage  Investments II Inc. and Wells Fargo Bank, National Association relating to
                           Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5

Ladies and Gentlemen:

                  In  accordance  with  Section 2.3 of the  above-captioned  Custodial  Agreement,  and subject to Section  2.02 of the
Pooling and Servicing Agreement, the undersigned,  as Custodian,  hereby certifies that it has received a Mortgage File (which contains
an original  Mortgage Note or lost note affidavit) to the extent  required in Section 2.01 of the Pooling and Servicing  Agreement with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.

                  Capitalized words and phrases used herein shall have the respective  meanings assigned to them in the above-captioned
Custodial Agreement.







                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION


                                                     By:____________________________________________
                                                            Name:
                                                            Title:




                                                              EXHIBIT TWO

                                                FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                                       _________, 20__



CITIBANK, N.A.                                              Structured Asset Mortgage
388 Greenwich Street, 14th Floor                            Investments II Inc.
New York, New York 10013                                    383 Madison Avenue
Attn:  Structured Finance Agency & Trust—          New York, New York 10179
BSALTA 2006-5

Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland 21045
Attention: BSALTA 2006-5


Attention:  Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5

                  Re:   Custodial Agreement, dated as of July 31, 2006, by and among CITIBANK, N.A., Structured Asset
                        Mortgage  Investments  II Inc. and Wells Fargo Bank,  National  Association  relating to Bear
                        Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5

Ladies and Gentlemen:

                  In accordance with Section 2.3 of the above-captioned  Custodial  Agreement,  the undersigned,  as Custodian,  hereby
certifies that it has received a Mortgage File to the extent required  pursuant to Section 2.01 of the Pooling and Servicing  Agreement
with respect to each Mortgage Loan listed in the Mortgage  Loan  Schedule,  and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has  determined  that:  all required  documents  have been  executed and received and that such  documents  related to the
Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.

                  Capitalized words and phrases used herein shall have the respective  meanings assigned to them in the above-captioned
Custodial Agreement.







                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION


                                                     By:______________________________________
                                                            Name:
                                                            Title:




                                                             EXHIBIT THREE

                                                 FORM OF CUSTODIAN FINAL CERTIFICATION



                                                                       __________, 20__



CITIBANK, N.A.                                              Structured Asset Mortgage
388 Greenwich Street, 14th Floor                            Investments II Inc.
New York, New York 10013                                    383 Madison Avenue
Attn:  Structured Finance Agency & Trust—          New York, New York 10179
BSALTA 2006-5

Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland 21045
Attention: BSALTA 2006-5


Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5

                  Re:   Custodial Agreement, dated as of July 31, 2006, by and among CITIBANK, N.A., Structured Asset
                        Mortgage  Investments  II Inc. and Wells Fargo Bank,  National  Association  relating to Bear
                        Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-5

Ladies and Gentlemen:

                  In accordance  with Section 2.3 of the  above-captioned  Custodial  Agreement  and subject to Section  2.02(b) of the
Pooling and Servicing Agreement, the undersigned,  as Custodian,  hereby certifies that, subject to any exceptions listed on Schedule A
attached  hereto,  it has received a Mortgage File with respect to each  Mortgage Loan listed in the Mortgage Loan Schedule  containing
with respect to each such Mortgage Loan:

                  (i)   The original  Mortgage Note,  endorsed without recourse (A) to the order of the Trustee or (B) in the case of a
         Mortgage Loan in the MERS System,  in blank,  and in each case showing an unbroken chain of  endorsements  from the originator
         thereof to the Person endorsing it to the Trustee or a lost note affidavit together with a copy of the related Mortgage Note;

                  (ii)  the  original  Mortgage  and, if the related  Mortgage  Loan is a MOM Loan,  noting the presence of the MIN and
         language  indicating  that such  Mortgage  Loan is a MOM Loan,  which  shall have been  recorded  (or if the  original  is not
         available, a copy), with evidence of such recording indicated thereon;

                  (iii) unless the  Mortgage  Loan is a MOM Loan,  a certified  copy of the  assignment  (which may be in the form of a
         blanket  assignment  if permitted in the  jurisdiction  in which the  Mortgaged  Property is located) to  CITIBANK,  N.A.,  as
         Trustee, with evidence of recording with respect to each Mortgage Loan in the name of the Trustee thereon;

                  (iv)  all intervening  assignments of the Security Instrument,  if applicable and only to the extent available to the
         Seller with evidence of recording thereon;

                  (v)   the original or a copy of the policy or  certificate  of primary  mortgage  guaranty  insurance,  to the extent
         available, if any,

                  (vi)  the original  policy of title  insurance or mortgagee's  certificate of title insurance or commitment or binder
         for title insurance, and

                  (vii) originals of all modification agreements, if applicable and available.

                  Capitalized words and phrases used herein shall have the respective  meanings assigned to them in the above-captioned
Custodial Agreement or in the Pooling and Servicing Agreement, as applicable.



                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION


                                                     By:__________________________________________
                                                            Name:
                                                            Title:




                                                             EXHIBIT FOUR

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The assessment of compliance to be delivered by the Custodian shall address,  at a minimum,  the criteria identified as below
as "Applicable Servicing Criteria";

-------------------------------------------------------------------------------------- ----------------------
                                                                                            Applicable
                                 Servicing Criteria                                     Servicing Criteria
----------------------- -------------------------------------------------------------- ----------------------
      Reference                                   Criteria
----------------------- -------------------------------------------------------------- ----------------------
                                      General Servicing Considerations
----------------------- -------------------------------------------------------------- ----------------------
                        Policies and procedures are instituted to monitor any
                        performance or other triggers and events of default in
1122(d)(1)(i)           accordance with the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
                        If any material servicing activities are outsourced to third
                        parties, policies and procedures are instituted to monitor
1122(d)(1)(ii)          the third party's performance and compliance with such
                        servicing activities
----------------------- -------------------------------------------------------------- ----------------------
                        Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii)         back-up servicer for the pool assets are maintained.
----------------------- -------------------------------------------------------------- ----------------------
                        A fidelity bond and errors and omissions policy is in effect
                        on the party participating in the servicing function
                        throughout the reporting period in the amount of coverage
1122(d)(1)(iv)          required by and otherwise in accordance with the terms of
                        the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------

                                     Cash Collection and Administration
----------------------- -------------------------------------------------------------- ----------------------
                        Payments on pool assets are deposited into the appropriate
                        custodial bank accounts and related bank clearing accounts
                        no more than two business days following receipt and
1122(d)(2)(i)           identification, or such other number of days specified in
                        the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii)          or to an investor are made only by authorized personnel.
----------------------- -------------------------------------------------------------- ----------------------
                        Advances of funds or guarantees regarding collections, cash
                        flows or distributions, and any interest or other fees
                        charged for such advances are made, reviewed and approved as
1122(d)(2)(iii)         specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        The related accounts for the transaction, such as cash
                        reserve accounts or accounts established as a form of
                        overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv)          respect to commingling of cash) as set forth in the
                        transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Each custodial account is maintained at a federally insured
                        depository institution as set forth in the transaction
                        agreements.  For purposes of this criterion, "federally
                        insured depository institutions" with respect to a foreign
                        financial institution means a foreign financial institution
1122(d)(2)(v)           that meets the requirements of Rule 13k-1(b)(1) of the
                        Securities Exchange Act.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent
                        unauthorized access.
----------------------- -------------------------------------------------------------- ----------------------
                        Reconciliations are prepared on a monthly basis for all
                        asset-backed securities related bank accounts, including
                        custodial accounts and related bank clearing accounts. These
                        reconciliations are (A) mathematically accurate; (B)
                        prepared within 30 calendar days after the bank statement
                        cutoff date, or such other number of days specified in the
                        transaction agreements; (C) reviewed and approved by someone
                        other than ther person who prepared the reconciliations; and
                        (D) contain explanations for reconciling items, These
1122(d)(2)(vii)         reconciling items are resolved within 90 calendar days of
                        their original identification, or such other number of days
                        specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------

                                     Investor Remittances and Reporting
----------------------- -------------------------------------------------------------- ----------------------
                        Reports to investors, including those to be filed with the
                        Commission, are maintained in accordance with the
                        transaction agreements and applicable Commission
                        requirements. Specifically, such reports (A) are prepared in
                        accordance with timeframes and other terms set forth in the
                        transaction agreements, (B) provide information calculated
                        in accordance with the terms specified in the transaction
                        agreements; (C) are filed with the Commission as required by
                        its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i)           the trustee's records as to the total unpaid principal
                        balance and number of pool assets serviced by the servicer.
----------------------- -------------------------------------------------------------- ----------------------
                        Amounts due to investors are allocated and remitted in
                        accordance with timeframes, distribution priority and other
1122(d)(3)(ii)          terms set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Disbursements made to an investor are posted within two
                        business days to the servicer's investor records, or such
1122(d)(3)(iii)         other number of days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Amounts remitted to investors per the investor reports agree
                        with cancelled checks, or other form of payment, or
1122(d)(3)(iv)          custodial bank statements.
----------------------- -------------------------------------------------------------- ----------------------

                                          Pool Asset Administration
----------------------- -------------------------------------------------------------- ----------------------
                        Collateral or security on pool assets is maintained as                   X
1122(d)(4)(i)           required by the transaction agreements or related asset pool
                        documents.
----------------------- -------------------------------------------------------------- ----------------------
                        Pool assets and related documents are safeguarded as                     X*
1122(d)(4)(ii)          required by the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Any additions, removals or substitutions to the asset pool
                        are made, reviewed and approved in accordance with any
1122(d)(4)(iii)         conditions or requirements in the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
                        Payments on pool assets, including any payoffs, made in
                        accordance with the related pool asset documents are posted
                        to the servicer's obligor records maintained no more than
                        two business days after receipt, or such other number of
                        days specified in the transaction agreements, and allocated
1122(d)(4)(iv)          to principal, interest or other items (e.g., escrow) in
                        accordance with the related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
                        The servicer's records regarding the pool assets agree with
1122(d)(4)(v)           the servicer's records with respect to an obligor's unpaid
                        principal balance.
----------------------- -------------------------------------------------------------- ----------------------
                        Changes with respect to the terms or status of an obligor's
                        pool asset (e.g., loan modifications or re-agings) are made,
                        reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi)          with the transaction agreements and related pool asset
                        documents.
----------------------- -------------------------------------------------------------- ----------------------
                        Loss mitigation of recovery actions (e.g., forbearance
                        plans, modifications and deed in lieu of foreclosure,
                        foreclosures and repossessions, as applicable) are
                        initiated, conducted and concluded in accordance with the
1122(d)(4)(vii)         timeframes or other requirements established by the
                        transaction documents.
----------------------- -------------------------------------------------------------- ----------------------
                        Records documenting collection efforts are maintained during
                        the period a pool asset is delinquent in accordance with the
                        transaction agreements., Such records are maintained in at
                        least a monthly basis, or such other period specified in the
                        transaction agreements, and describe the entity's activities
                        in monitoring delinquent pool assets including, for example,
                        phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii)        where delinquency is deemed temporary (e.g., illness or
                        unemployment).
----------------------- -------------------------------------------------------------- ----------------------
                        Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix)          assets with  variable rates are computed based on the
                        related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
                        Regarding any funds held in trust for an obligor (such as
                        escrow accounts); (A) such funds are analyzed, in accordance
                        with the obligor's pool asset documents, on at least an
                        annual basis, or such other period specified in the
                        transaction agreements; (B) interest on such funds is paid,
                        or credited, to obligors in accordance with applicable pool
                        asset documents and state laws; and (C) such funds are
                        returned to the obligor within 3- calendar days of full
1122(d)(4)(x)           repayment of the related pool asset, or such other number of
                        days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Payments made on behalf of an obligor (such as tax ore
                        insurance payments) are made on or before the related
                        penalty or expiration dates, as indicated on the appropriate
                        bills or notices for such payments, provided that such
                        support has been received by the service at least 30
1122(d)(4)(xi)          calendar days prior to these dates, or such other number of
                        days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
                        Any late payment penalties in connection with any payment to
                        be made on behalf of an obligor are paid from the servicer's
                        funds and not charged to the obligor, unless the late
1122(d)(4)(xii)         payment was due to the obligor's error or omission.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiii)        Disbursements made on behalf of an obligor are posted within
                        two business days to the obligor's records maintained by the
                        servicer, or such other number of days specified in the
                        transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiv)         Delinquencies, charge-offs and uncollectible funds are
                        recognized and recorded in accordance with the transaction
                        agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xv)          Any external enhancement or other support, identified in
                        item 1114(a)(1) through (3) or item 1115 of Regulation AB,
                        is maintained as set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------

__________________________
* Only with respect to the logistics of adding, removing or substituting loan files.




                                                                                                                            EXHIBIT H-1



                                                       EMC Mortgage Corporation,


                                                               Purchaser


                                                                  and

                                                     Countrywide Home Loans, Inc.,


                                                                Company






                                ____________________________________________________________________

                                              SELLER'S WARRANTIES AND SERVICING AGREEMENT

                                                     Dated as of September 1, 2002

                                ____________________________________________________________________

                                              Residential Adjustable Rate Mortgage Loans





                                                           TABLE OF CONTENTS

                                                                                                              Page
ARTICLE I

                    DEFINITIONS
ARTICLE II

                    CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
                    BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
   Section 2.01       Conveyance of Mortgage Loans; Possession of Mortgage Files;
                      Maintenance of Servicing Files.............................................................13
   Section 2.02       Books and Records; Transfers of Mortgage Loans.............................................14
   Section 2.03       Delivery of Documents......................................................................15

ARTICLE III

                    REPRESENTATIONS AND WARRANTIES;
                    REMEDIES AND BREACH
   Section 3.01       Company Representations and Warranties.....................................................16
   Section 3.02       Representations and Warranties Regarding Individual Mortgage Loans.........................18
   Section 3.03       Remedies for Breach of Representations and Warranties......................................27
   Section 3.04       Indemnification............................................................................29
   Section 3.05       Repurchase Upon Conversion.................................................................29
   Section 3.06       Restrictions and Requirements Applicable in the Event
                      that a Mortgage Loan is Acquired by a REMIC................................................30
   Section 3.07       Review of Mortgage Loans...................................................................31

ARTICLE IV

                    ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
   Section 4.01       Company to Act as Servicer.................................................................32
   Section 4.02       Liquidation of Mortgage Loans..............................................................34
   Section 4.03       Collection of Mortgage Loan Payments.......................................................35
   Section 4.04       Establishment of and Deposits to Custodial Account.........................................35
   Section 4.05       Permitted Withdrawals From Custodial Account...............................................37
   Section 4.06       Establishment of and Deposits to Escrow Account............................................38
   Section 4.07       Permitted Withdrawals From Escrow Account..................................................39
   Section 4.08       Payment of Taxes, Insurance and Other Charges..............................................39
   Section 4.09       Protection of Accounts.....................................................................40
   Section 4.10       Maintenance of Hazard Insurance............................................................40
   Section 4.11       Maintenance of Mortgage Impairment Insurance...............................................42
   Section 4.12       Maintenance of Fidelity Bond and Errors and Omissions Insurance............................42
   Section 4.13       Inspections................................................................................43
   Section 4.14       Restoration of Mortgaged Property..........................................................43
   Section 4.15       Maintenance of PMI and LPMI Policy; Claims.................................................43
   Section 4.16       Title, Management and Disposition of REO Property..........................................45
   Section 4.17       Real Estate Owned Reports..................................................................46
   Section 4.18       Liquidation Reports........................................................................46
   Section 4.19       Reports of Foreclosures and Abandonments of Mortgaged Property.............................47
   Section 4.20       Notification of Adjustments................................................................47

ARTICLE V

                    PAYMENTS TO PURCHASER
   Section 5.01       Remittances................................................................................47
   Section 5.02       Statements to Purchaser....................................................................48
   Section 5.03       Monthly Advances by Company................................................................48

ARTICLE VI

                    GENERAL SERVICING PROCEDURES
   Section 6.01       Transfers of Mortgaged Property............................................................49
   Section 6.02       Satisfaction of Mortgages and Release of Mortgage Files....................................50
   Section 6.03       Servicing Compensation.....................................................................50
   Section 6.04       Annual Statement as to Compliance..........................................................51
   Section 6.05       Annual Independent Public Accountants' Servicing Report....................................51
   Section 6.06       Right to Examine Company Records...........................................................51

ARTICLE VII

                    AGENCY TRANSFER; PASS-THROUGH TRANSFER
   Section 7.01       Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer,
                      or a Pass-Through Transfer on One or More Reconstitution Dates.............................52
   Section 7.02       Purchaser's Repurchase and Indemnification Obligations.....................................53

ARTICLE VIII

                    COMPANY TO COOPERATE
   Section 8.01       Provision of Information...................................................................53
   Section 8.02       Financial Statements; Servicing Facility...................................................54

ARTICLE IX

                    THE COMPANY
   Section 9.01       Indemnification; Third Party Claims........................................................54
   Section 9.02       Merger or Consolidation of the Company.....................................................55
   Section 9.03       Limitation on Liability of Company and Others..............................................55
   Section 9.04       Limitation on Resignation and Assignment by Company........................................56

ARTICLE X

                    DEFAULT
   Section 10.01      Events of Default..........................................................................56
   Section 10.02      Waiver of Defaults.........................................................................58

ARTICLE XI

                    TERMINATION
   Section 11.01      Termination................................................................................58
   Section 11.02      Termination Without Cause..................................................................58

ARTICLE XII

                    MISCELLANEOUS PROVISIONS
   Section 12.01      Successor to Company.......................................................................59
   Section 12.02      Amendment..................................................................................60
   Section 12.03      Governing Law..............................................................................60
   Section 12.04      Duration of Agreement......................................................................60
   Section 12.05      Notices....................................................................................60
   Section 12.06      Severability of Provisions.................................................................61
   Section 12.07      Relationship of Parties....................................................................61
   Section 12.08      Execution; Successors and Assigns..........................................................61
   Section 12.09      Recordation of Assignments of Mortgage.....................................................61
   Section 12.10      Assignment by Purchaser....................................................................61
   Section 12.11      No Personal Solicitation...................................................................61


                                                               EXHIBITS

EXHIBIT A                  MORTGAGE LOAN SCHEDULE
EXHIBIT B                  CONTENTS OF EACH MORTGAGE FILE
EXHIBIT C                  MORTGAGE LOAN DOCUMENTS
EXHIBIT D-1                FORM OF CUSTODIAL ACCOUNT
                           CERTIFICATION
EXHIBIT D-2                FORM OF CUSTODIAL ACCOUNT
                           LETTER AGREEMENT
EXHIBIT E-1                FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2                FORM OF ESCROW ACCOUNT
                           LETTER AGREEMENT
EXHIBIT F                  FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT G                  FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT H                  UNDERWRITING GUIDELINES





                  This is a Seller's  Warranties and Servicing  Agreement for  residential  adjustable  rate first lien mortgage loans,
dated and effective as of September 1, 2002, and is executed  between EMC Mortgage  Corporation,  as purchaser (the  "Purchaser"),  and
Countrywide Home Loans, Inc., as seller and servicer (the "Company").


                                                         W I T N E S S E T H:


                  WHEREAS,  from time to time the  Purchaser  has agreed to purchase from the Company and from time to time the Company
has agreed to sell to the  Purchaser  certain  Mortgage  Loans  (excluding  the right to service the  Mortgage  Loans which the Company
expressly retains);

                  WHEREAS,  each of the Mortgage Loans is secured by a mortgage,  deed of trust or other security instrument creating a
first lien on a residential  dwelling  located in the jurisdiction  indicated on the related  Mortgage Loan Schedule,  which is annexed
hereto as Exhibit A;
         WHEREAS,  the Company has agreed to service,  from time to time,  certain of the Mortgage  Loans  acquired by the Purchaser in
accordance with the terms and provisions of this Agreement; and

         WHEREAS,  the  Purchaser and the Company wish to prescribe  the manner of purchase of the Mortgage  Loans and the  management,
servicing and control of the Mortgage Loans which from time to time are subject to this Agreement.



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



                                                              DEFINITIONS


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

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

                  Agency  Transfer:  The sale or transfer by  Purchaser  of some or all of the  Mortgage  Loans to Fannie Mae under its
Cash Purchase Program or its MBS Swap Program (Special  Servicing  Option) or to Freddie Mac under its Freddie Mac Cash Program or Gold
PC Program, retaining the Company as "servicer thereunder".

                  Agreement:  This Seller's Warranties and Servicing Agreement and all amendments hereof and supplements hereto.

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

                  Appraised  Value: The value set forth in an appraisal made in connection with the origination of the related Mortgage
Loan as the value of the Mortgaged Property.

                  Approved Flood Certification Provider:  Any provider acceptable to Fannie Mae and Freddie Mac.

                  Assignment  and  Conveyance:  An  Assignment  and  Conveyance  in the form of Exhibit 6 to the Mortgage Loan Purchase
Agreement dated as of the date hereof, by and between the Seller and the Purchaser.

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

                  BIF:  The Bank Insurance Fund, or any successor thereto.

                  Business  Day:  Any day other than (i) a Saturday  or Sunday,  or (ii) a day on which  banking  and  savings and loan
institutions in the State of StateNew York or California are authorized or obligated by law or executive order to be closed.

                  Closing Date: The date set forth on the related  Confirmation on which the Purchaser from time to time shall purchase
and the Company from time to time shall sell, the Mortgage Loans listed on the related Mortgage Loan Schedule.

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

                  Company:  Countrywide  Home Loans,  Inc.,  or its  successor in interest or assigns,  or any successor to the Company
under this Agreement appointed as herein provided.

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

                  Confirmation:  The trade  confirmation  letter  between the parties hereto which relates to the Mortgage Loans on the
related Closing Date.

                  Convertible  Mortgage  Loan:  Any individual  Mortgage Loan  purchased  pursuant to this  Agreement  which contains a
provision  whereby the Mortgagor is permitted to convert the Mortgage Loan to a fixed-rate  mortgage loan at any time between the first
anniversary and the fifth anniversary of the origination of the mortgage loan.

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

                  Custodial Agreement: That certain Custodial Agreement,  dated as of November 23,1999 by and between the Purchaser and
Wells Fargo Bank Minnesota, N.A.

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

                  Cut-off Date: The date set forth on the related Confirmation.

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

                  Determination  Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately  preceding
such 15th day) of the month of the related Remittance Date.

                  Disqualified Organization:  An organization defined as such in Section 860E(e) of the Code.

                  Due Date:  The day of the month on which the  Monthly  Payment is due on a Mortgage  Loan,  exclusive  of any days of
grace.  With respect to the Mortgage  Loans for which payment from the Mortgagor is due on a day other than the first day of the month,
such Mortgage Loans will be treated as if the Monthly Payment is due on the first day of the month of such Due Date.

                  Due Period:  With respect to each Remittance Date, the prior calendar month.

                  Eligible  Investments:  Any one or more of the obligations and securities listed below which investment  provides for
a date of maturity not later than the Determination Date in each month:

                     direct  obligations  of, and  obligations  fully  guaranteed  by, the United  States of America,  or any agency or
         instrumentality  of the  United  States of  America  the  obligations  of which are backed by the full faith and credit of the
         United States of America; and

                     federal funds,  demand and time deposits in,  certificates of deposits of, or bankers'  acceptances issued by, any
         depository  institution  or trust  company  incorporated  or organized  under the laws of the United  States of America or any
         state thereof and subject to supervision and examination by federal and/or state banking  authorities,  so long as at the time
         of such  investment or contractual  commitment  providing for such  investment the commercial  paper or other  short-term debt
         obligations  of such  depository  institution  or trust company (or, in the case of a depository  institution or trust company
         which is the principal  subsidiary of a holding  company,  the commercial  paper or other  short-term debt obligations of such
         holding  company) are rated "P-1" by Moody's  Investors  Service,  Inc. and the  long-term  debt  obligations  of such holding
         company)  are  rated  "P-1" by  Moody's  Investors  Service,  Inc.  and the  long-term  debt  obligations  of such  depository
         institution or trust company (or, in the case of a depository  institution or trust company which is the principal  subsidiary
         of a holding company,  the long-term debt  obligations of such holding  company) are rated at least "Aa" by Moody's  Investors
         Service, Inc.;

                     investments and securities otherwise acceptable to Fannie Mae and Freddie Mac.

provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive
only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments
derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.

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

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

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

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

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

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

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

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

                  First Remittance Date:  As stated in the related Mortgage Loan Purchase Agreement.

                  5/1 ARM Mortgage Loan: Any individual  Mortgage Loan purchased  pursuant to this Agreement which contains a provision
whereby the interest  rate on such  Mortgage  Loan is fixed for the first five (5) years of the term of the related  Mortgage  Loan and
which  thereafter is converted to a Treasury  Rate  Mortgage  Loan or a LIBOR  Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.

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

                  GEMICO:  General Electric Mortgage Insurance Corporation or any successor thereto.

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

                  Index:  With respect to any  individual  Treasury Rate Mortgage  Loan,  and with respect to any  individual  10/1 ARM
Mortgage Loan, 5/1 ARM Mortgage Loan or 3/1 ARM Mortgage Loan commencing  from and after the 120th Monthly  Payment,  sixtieth  Monthly
Payment,  or the  thirty-sixth  Monthly Payment  thereof,  respectively,  Index shall mean a rate per annum equal to the weekly average
yield on U.S.  Treasury  securities  adjusted  to a  constant  maturity  of one  year as  published  by the  Federal  Reserve  Board in
statistical  release No. H 15 (519) or any similar  publication as available 45 days prior to the Interest Rate  Adjustment  Date. With
respect to any individual  LIBOR Mortgage Loan,  Index shall mean a rate per annum equal to the average of interbank  offered rates for
twelve month U.S. dollar denominated  deposits in the  London  market as determined as set forth in the related Mortgage Note.
With respect to any  individual CD Mortgage Loan,  Index shall mean a rate per annum equal to the weekly average yield on  certificates
of deposit  adjusted to a constant  maturity of six months as published by the Federal  Reserve Board in  statistical  release No. H 15
(519) or similar publication as available 45 days prior to the Interest Rate Adjustment Date.

                  Initial Rate Cap: With respect to each  Mortgage  Loan and the initial  Interest Rate  Adjustment  Date  therefor,  a
number of percentage  points per annum that is set forth in the related  Mortgage Loan Schedule and in the related Mortgage Note, which
is the maximum  amount by which the Mortgage  Interest Rate for such Mortgage Loan may increase or decrease from the Mortgage  Interest
Rate in effect immediately prior to such Interest Rate Adjustment Date.

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

                  Interest Rate  Adjustment  Date:  The date on which an  adjustment  to the Mortgage  Interest Rate on a Mortgage Note
becomes effective.

                  LIBOR Mortgage Loan: Any  individual  Mortgage Loan purchased  pursuant to this Agreement  which contains a provision
whereby the interest rate on such Mortgage  Loan is adjusted  annually  based upon the rate per annum equal to the average of interbank
offered rates for twelve month U.S. dollar denominated deposits in the London market as published in The Wall Street Journal.

                  Lifetime  Mortgage Interest Rate Cap: With respect to each Mortgage Loan, the absolute maximum Mortgage Interest Rate
payable,  above which the Mortgage  Interest  Rate cannot be adjusted.  The Mortgage  Interest  Rate during the term of a Mortgage Loan
shall not at any time exceed the Mortgage Interest Rate at the time of origination of such Mortgage Loan by more than 5% per

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

                  Loan-to-Value  Ratio or LTV:  With respect to any Mortgage  Loan,  the ratio of the Stated  Principal  Balance of the
Mortgage Loan as of the related  Cut-off Date (unless  otherwise  indicated) to the lesser of (a) the Appraised  Value of the Mortgaged
Property and (b) if the Mortgage Loan was made to finance the  acquisition  of the related  Mortgaged  Property,  the purchase price of
the Mortgaged Property, expressed as a percentage.

                  LPMI Loan:........A Mortgage Loan with a LPMI Policy.

                  LPMI Policy:......A policy of primary mortgage  guaranty  insurance issued by another  Qualified  Insurer pursuant to
which the related  premium is to be paid by the Servicer of the related  Mortgage  Loan from payments of interest made by the Mortgagor
in an amount as is set forth in the related Confirmation and related Mortgage Loan Schedule.

                  LPMI Fee:  With  respect to each LPMI Loan,  the portion of the  Mortgage  Interest  Rate as set forth on the related
Mortgage Loan Schedule (which shall be payable solely from the interest portion of Monthly Payments,  Insurance Proceeds,  Condemnation
Proceeds or Liquidation  Proceeds),  which, during such period prior to the required  cancellation of the LPMI Policy, shall be used to
pay the premium due on the related LPMI Policy.

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

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

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

                  MIN:  The Mortgage Identification Number for any MERS Mortgage Loan.

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

                  Monthly Payment:  The scheduled monthly payment of principal and interest on a Mortgage Loan.

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

                  Mortgage File: The items  pertaining to a particular  Mortgage Loan referred to in Exhibit B annexed hereto,  and any
additional documents required to be added to the Mortgage File pursuant to this Agreement.

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

                  Mortgage  Interest Rate: The annual rate at which Interest accrues on any Mortgage Loan as adjusted from time to time
in accordance with the provisions of the related Mortgage Note and in compliance with the related Initial Rate Cap,  Lifetime  Mortgage
Interest Rate Cap and Periodic Rate Cap, if any, of the related Mortgage Note.

                  Mortgage Loan: An individual Convertible or Non-Convertible,  Treasury Rate, LIBOR, 5/1 ARM, or 3/1 ARM Mortgage Loan
which is the subject of this  Agreement,  each Mortgage Loan  originally  sold and subject to this  Agreement  being  identified on the
Mortgage  Loan  Schedule,  which  Mortgage  Loan  includes  without  limitation  the Mortgage  File,  the Monthly  Payments,  Principal
Prepayments,  Liquidation  Proceeds,  condemnation  proceeds,  Insurance  Proceeds,  REO  disposition  proceeds,  and all other rights,
benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.

                  Mortgage Loan Documents:  The documents listed in Exhibit C hereto.

                  Mortgage Loan Package: A pool of Mortgage Loans sold to the Purchaser by the Company on a Closing Date.

                  Mortgage Loan  Remittance  Rate:  With respect to each  Mortgage  Loan,  the annual rate of interest  remitted to the
Purchaser,  which shall be equal to the Mortgage  Interest  Rate minus (i) the  Servicing Fee Rate and (ii) with respect to LPMI Loans,
the LPMI Fee.

                  Mortgage Loan  Schedule:  With respect to each Mortgage Loan Package,  a schedule of Mortgage Loans annexed hereto as
Annex A, such schedule  setting forth the following  information  with respect to each Mortgage Loan:  (1) the Company's  Mortgage Loan
identifying  number;  (2) the  Mortgagor's  name; (3) the street address of the Mortgaged  Property  including the city,  state and zip
code; (4) a code indicating whether the Mortgaged Property is owner-occupied a second home, or an investment  property;  (5) the number
and type of residential units constituting the Mortgaged  Property;  (6) the original months to maturity;  (7) the Loan-to-Value  Ratio
at  origination;  (8) the Mortgage  Interest Rate as of the Cut-off Date; (9) the date on which the initial  Monthly Payment was due on
the  Mortgage  Loan;  (10) the stated  maturity  date;  (11) the amount of the Monthly  Payment as of the Cut-off  Date;  (12) the last
payment date on which a payment was actually applied to the outstanding  principal  balance;  (13) the original principal amount of the
Mortgage  Loan;  (14) the principal  balance of the Mortgage Loan as of the close of business on the Cut-off Date,  after  deduction of
payments of principal  due on or before the Cut-off  Date  whether or not  collected;  (15) a code  indicating  the purpose of the loan
(i.e.,  purchase,  rate and term refinance,  equity take-out  refinance);  (16) a code indicating the  documentation  style (i.e. full,
alternative or reduced);  (17) the Interest Rate Adjustment Date; (18) the Gross Margin;  (19) the lifetime  maximum Mortgage  Interest
Rate under the terms of the Mortgage  Note;  (20) the date the Mortgage  Loan was  originated;  (21) the Periodic Rate Cap; (22) a code
indicating the company  providing  private  mortgage  insurance;  (23) a code indicating if the Mortgage Loan is convertible;  (24) the
Servicing  Fee Rate;  (25) the LPMI Fee, if any; and (26) the Initial Rate Cap.  With respect to the Mortgage  Loans in the  aggregate,
the Mortgage Loan Schedule shall set forth the following  information,  as of the Cut-off Date: (1) the number of Mortgage  Loans;  (2)
the current  aggregate  outstanding  principal  balance of the Mortgage Loans; (3) the weighted  average Mortgage  Interest Rate of the
Mortgage  Loans;  and (4) the weighted  average  maturity of the Mortgage  Loans.  The Mortgage  Loan  Schedule may consist of multiple
reports that collectively set forth all of the required information.

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

                  Mortgaged Property:  The real property securing repayment of the debt evidenced by a Mortgage Note.

                  Mortgagor:  The obligor on a Mortgage Note.

                  Non-Convertible  Mortgage  Loan: Any individual  Mortgage Loan  purchased  pursuant to this Agreement  which does not
contain a provision whereby the Mortgagor may convert the Mortgage Loan to a fixed-rate mortgage loan.

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

                  Opinion of Counsel:  A written opinion of counsel,  who may be an employee of the Company,  reasonably  acceptable to
the Purchaser,  provided that any Opinion of Counsel  relating to compliance with the REMIC  Provisions,  must be an opinion of counsel
who (i) is in fact  independent of the Company and any master  servicer of the Mortgage  Loans,  (ii) does not have any material direct
or indirect  financial  interest in the Company or any master  servicer of the Mortgage Loans or in an affiliate of either and (iii) is
not connected with the Company or any master  servicer of the Mortgage  Loans as an officer,  employee,  director or person  performing
similar functions.

                  Pass-Through  Transfer:  The sale or transfer of some or all of the Mortgage Loans to a trust to be formed as part of
a publicly-issued  and/or privately placed, rated or unrated,  mortgage pass-through  transaction,  retaining the Company as "servicer"
(with or without a master servicer) thereunder.

                  Periodic  Rate Cap:  With respect to each Mortgage  Loan,  the provision of each Mortgage Note which  provides for an
absolute  maximum  amount by which the Mortgage  Interest  Rate therein may increase or decrease on an Interest  Rate  Adjustment  Date
above the Mortgage Interest Rate previously in effect, equal to the rate set forth on the Mortgage Loan Schedule per adjustment.

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

                  PMI:  PMI Mortgage Insurance Co., or any successor thereto.

                  PMI Policy:  A policy of primary  mortgage  guaranty  insurance  issued by a Qualified  Insurer,  as required by this
Agreement with respect to certain Mortgage Loans.

                  Pool Insurer:  Any of GEMICO, PMI or UGI.

                  Prepayment  Interest Shortfall Amount:  With respect to any Mortgage Loan that was subject to a Principal  Prepayment
in full or in part during any Due Period,  which  Principal  Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan's
Due Date in such Due Period,  the amount of  interest  (net the related  Servicing  Fee) that would have  accrued on the amount of such
Principal  Prepayment during the period commencing on the date as of which such Principal  Prepayment was applied to such Mortgage Loan
and ending on the day immediately preceding such Due Date, inclusive.

                  Prime Rate:  The prime rate  announced  to be in effect from time to time,  as  published  as the average rate in the
"Money Rates" section of The Wall Street Journal.

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

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

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

                  Qualified  Depository:  A depository the accounts of which are insured by the FDIC through the BIF or the SAIF or the
debt  obligations  of which are rated AA (or the  equivalent  rating  category)  or better by national  recognized  statistical  rating
organization.

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

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

                  Rating Agency:  Any of Fitch, Moody's or Standard & Poor's or their respective successors designed by the Purchaser.

                  Reconstitution  Agreements:  The agreement or agreements  entered into by the Purchaser,  the Company,  Fannie Mae or
Freddie  Mac or  certain  third  parties on the  Reconstitution  Date(s)  with  respect to any or all of the  Mortgage  Loans  serviced
hereunder,  in connection with a Pass-Through Transfer or an Agency Transfer as set forth in Section 7.01,  including,  but not limited
to, (i) a Fannie Mae Mortgage  Selling and Servicing  Contract,  a Pool Purchase  Contract,  and any and all servicing  agreements  and
tri-party  agreements  reasonably  required  by Fannie Mae with  respect to a Fannie Mae  Transfer,  (ii) a Purchase  Contract  and all
purchase  documents  associated  therewith  as set forth in the Freddie Mac  Sellers' &  Servicers'  Guide,  and any and all  servicing
agreements  and tri-party  agreements  reasonably  required by Freddie Mac with respect to a Freddie Mac Transfer,  and (iii) a Pooling
and Servicing Agreement and/or a subservicing/master  servicing agreement and related  custodial/trust  agreement and related documents
with respect to a Pass-Through  Transfer.  Such agreement or agreements  shall  prescribe the rights and  obligations of the Company in
servicing the related  Mortgage Loans and shall provide for servicing  compensation  to the Company  (calculated on a weighted  average
basis for all the related  Mortgage Loans as of the  Reconstitution  Date), net of any guarantee fees due Fannie Mae or Freddie Mac, if
applicable,  at least equal to the  Servicing  Fee due the Company in  accordance  with this  Agreement or the  servicing  fee required
pursuant to the  Reconstitution  Agreement.  The form of relevant  Reconstitution  Agreement to be entered into by the Purchaser and/or
master  servicer or trustee and the Company  with  respect to  Pass-Through  Transfers  shall be  reasonably  satisfactory  in form and
substance to the Purchaser and the Company,  shall not material  increase the Company's  obligations  or diminish the Company's  rights
hereunder and the representations  and warranties and servicing  provisions  contained therein shall be substantially  similar to those
contained in this Agreement, unless otherwise mutually agreed by the parties.

                  Reconstitution  Date:  The date or dates on which any or all of the  Mortgage  Loans  serviced  under this  Agreement
shall be removed from this Agreement and  reconstituted  as part of an Agency Transfer or a Pass-Through  Transfer  pursuant to Section
7.01 hereof.  On such date or dates,  the Mortgage  Loans  transferred  shall cease to be covered by this  Agreement  and the Company's
servicing responsibilities shall cease under this Agreement with respect to the related transferred Mortgage Loans.

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

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

                  REMIC Documents:  The document or documents creating and governing the administration of a REMIC.

                  REMIC Eligible  Mortgage Loan: A Mortgage Loan held by a REMIC which  satisfies  and/or  complies with all applicable
REMIC Provisions.

                  REMIC  Provisions:  Provisions  of the federal  income tax law  relating  to a REMIC,  which  appear at Section  860A
through 86OG of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions,  and regulations,  rulings or pronouncements
promulgated thereunder, as the foregoing may be in effect from time to time.

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

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

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

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

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

                  SAIF:  The Savings Association Insurance Fund, or any successor thereto.

                  Securities Act of 1933 or the 1933 Act:  The Securities Act of 1933, as amended.

                  Servicing  Advances:  All  customary,  reasonable and necessary "out of pocket" costs and expenses other than Monthly
Advances  (including  reasonable  attorneys'  fees and  disbursements)  incurred in the  performance  by the  Company of its  servicing
obligations,  including,  but not limited to, the cost of (a) the preservation,  restoration and protection of the Mortgaged  Property,
(b) any enforcement or judicial  proceedings,  including without  limitation,  foreclosures,  (c) the management and liquidation of any
REO Property and (d) compliance with the obligations under Section 4.08.

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

                  Servicing Fee Rate:  0.25% per annum with respect to the period prior to the initial  Interest  Adjustment  Date and,
for the 5/1 7/1 and 10/1 ARM Loans 0.375% thereafter.

                  Servicing File:  With respect to each Mortgage Loan, the file retained by the Company  consisting of originals of all
documents in the Mortgage File which are not delivered to the Custodian and copies of the Mortgage Loan  Documents  listed in Exhibit B
the originals of which are delivered to the Custodian pursuant to Section 2.01.

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

                  7/1 ARM Mortgage Loan: Any individual  Mortgage Loan purchased  pursuant to this Agreement which contains a provision
whereby the interest  rate on such  Mortgage  Loan is fixed for the first seven (7) years of the term of the related  Mortgage Loan and
which  thereafter is converted to a Treasury  Rate  Mortgage  Loan or a LIBOR  Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.

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

                  Subservicer:  Any Subservicer  which is  subservicing  the Mortgage Loans pursuant to a Subservicing  Agreement.  Any
subservicer shall meet the qualifications set forth in Section 4.01.

                  Subservicing Agreement:  An agreement between the Company and a Subservicer for the servicing of the Mortgage Loans.

                  10/1 ARM Mortgage Loan: Any individual  Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest  rate on such  Mortgage  Loan is fixed for the first ten (10) years of the term of the related  Mortgage  Loan and
which  thereafter is converted to a Treasury  Rate  Mortgage  Loan or a LIBOR  Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.

                  3/1 ARM Mortgage Loan: Any individual  Mortgage Loan purchased  pursuant to this Agreement which contains a provision
whereby the interest  rate on such  Mortgage  Loan is fixed for the first three (3) years of the term of the related  Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan.

                  Treasury Rate Mortgage  Loan:  Any individual  Mortgage Loan  purchased  pursuant to this Agreement  which contains a
provision whereby the interest rate on such Mortgage Loan is adjusted based upon the weekly average yield on U.S. Treasury securities.

                  Underwriting  Guidelines:  The  underwriting  guidelines of the Company with respect to mortgage loans similar to the
Mortgage Loans, attached hereto as  Exhibit H.

                  UGI:  United Guaranty Residential Insurance Company or any successor thereto.




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


                  Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files.

                  The Company, on each Closing Date, does hereby sell, transfer, assign, set over and convey to the Purchaser,  without
recourse,  but subject to the terms of this  Agreement,  all the right,  title and interest of the Company in and to the Mortgage Loans
in the related Mortgage Loan Package,  excluding the right to service the Mortgage Loans which the Company expressly retains.  Pursuant
to Section  2.03,  the Company has  delivered  the Mortgage  Loan  Documents for each Mortgage Loan in the Mortgage Loan Package to the
Custodian.

                  The contents of each  Mortgage  File not delivered to the Custodian are and shall be held in trust by the Company for
the benefit of the Purchaser as the owner thereof.  The Company shall  maintain a Servicing  File  consisting of a copy of the contents
of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the  Custodian.  The possession of each
Servicing  File by the Company is at the will of the Purchaser for the sole purpose of servicing the related  Mortgage  Loan,  and such
retention and  possession by the Company is in a custodial  capacity  only.  Upon the sale of the Mortgage  Loans the ownership of each
Mortgage Note, the related Mortgage and the related  Mortgage File and Servicing File shall vest immediately in the Purchaser,  and the
ownership of all records and documents  with respect to the related  Mortgage Loan prepared by or which come into the possession of the
Company  shall vest  immediately  in the Purchaser and shall be retained and  maintained by the Company,  in trust,  at the will of the
Purchaser  and only in such  custodial  capacity.  Each  Servicing  File shall be  segregated  from the other  books and records of the
Company and shall be marked  appropriately  to reflect  clearly the sale of the related  Mortgage  Loan to the  Purchaser.  The Company
shall  release its custody of the contents of any Servicing  File only in  accordance  with written  instructions  from the  Purchaser,
unless such release is required as incidental to the Company's  servicing of the Mortgage  Loans or is in connection  with a repurchase
of any Mortgage Loan pursuant to Section 3.03, 3.05, 3.07, or 6.02.

                  Books and Records; Transfers of Mortgage Loans.

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

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

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

                  The Company shall keep at its servicing office books and records in which, subject to such reasonable  regulations as
it may prescribe,  the Company shall note transfers of Mortgage  Loans. No transfer of a Mortgage Loan may be made unless such transfer
is in compliance with the terms hereof.  For the purposes of this Agreement,  the Company shall be under no obligation to deal with any
person  with  respect to this  agreement  or the  Mortgage  Loans  unless the books and  records  show such  person as the owner of the
Mortgage  Loan.  The  Purchaser  may,  subject to the terms of this  Agreement,  sell and transfer  one or more of the Mortgage  Loans,
provided,  however,  that (i) the  transferee  will not be deemed to be a Purchaser  hereunder  binding  upon the  Company  unless such
transferee  shall  agree in writing  to be bound by the terms of this  Agreement  and an  original  counterpart  of the  instrument  of
transfer and an assignment  and  assumption of this  Agreement in the form of Exhibit G hereto  executed by the  transferee  shall have
been delivered to the Company,  and (ii) with respect to each Mortgage Loan Package,  in no event shall there be more than five Persons
at any given time having the status of  "Purchaser"  hereunder.  The  Purchaser  also shall  advise the Company of the  transfer.  Upon
receipt of notice of the  transfer,  the Company  shall mark its books and records to reflect the  ownership of the  Mortgage  Loans of
such  assignee,  and shall release the previous  Purchaser  from its  obligations  hereunder with respect to the Mortgage Loans sold or
transferred.  Purchaser  shall not to  transfer to any  assignee  any pool of Mortgage  Loans with a  aggregate  outstanding  principal
balance of less than  $10,000,000  without the  consent of the  Company;  provided,  however,  if the  Company  fails to consent to the
transfer of a pool of Mortgage  Loans as  contemplated  in this  sentence,  Purchaser  shall have the right to purchase  the  servicing
rights associated with such Mortgage Loans at a price to mutually agreed to by Purchaser and Company, exercising good faith.

                   Delivery of Documents.

                  On or before the date which is agreed upon by the Purchaser and the Company in the related Confirmation,  the Company
shall deliver and release to the Custodian  those  Mortgage Loan  Documents as required by this Agreement with respect to each Mortgage
Loan in the related Mortgage Loan Package a list of which is attached to the related Assignment and Conveyance.

                  On or prior to the related  Closing Date, the Custodian shall certify its receipt of all such Mortgage Loan Documents
required to be delivered pursuant to the Custodial  Agreement,  as evidenced by the Initial  Certification of the Custodian in the form
annexed to the Custodial  Agreement.  The Company shall be responsible for  maintaining the Custodial  Agreement for the benefit of the
Purchaser. Purchaser shall pay all fees and expenses of the Custodian.

                  The Company shall forward to the Custodian original documents evidencing an assumption,  modification,  consolidation
or extension of any Mortgage Loan entered into in accordance  with Section 4.01 or 6.01 within one week of their  execution,  provided,
however,  that the Company shall  provide the  Custodian  with a certified  true copy of any such  document  submitted for  recordation
within one week of its execution,  and shall provide the original of any document  submitted for recordation or a copy of such document
certified by the appropriate  public  recording office to be a true and complete copy of the original within 180 days of its submission
for recordation.

                  In the event an Officer's  Certificate of the Company is delivered to the Custodian  because of a delay caused by the
public  recording  office in returning  any recorded  document,  the Company  shall  deliver to the  Custodian,  within 180 days of the
related Closing Date, an Officer's  Certificate which shall (i) identify the recorded  document,  (ii) state that the recorded document
has not been  delivered to the Custodian due solely to a delay caused by the public  recording  office,  (iii) state the amount of time
generally required by the applicable  recording office to record and return a document submitted for recordation,  and (iv) specify the
date the applicable  recorded  document will be delivered to the  Custodian.  The Company shall be required to deliver to the Custodian
the  applicable  recorded  document by the date  specified  in (iv) above.  An  extension  of the date  specified  in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.

                  On or prior to the date which is three Business Days prior to the related  Closing Date, the Company shall deliver to
the Purchaser the related Mortgage Loan Schedule.




                                                    REPRESENTATIONS AND WARRANTIES;
                                                          REMEDIES AND BREACH


                  Company Representations and Warranties.

                  The Company represents and warrants to the Purchaser that as of each Closing Date:

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

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

                  No Conflicts.  Neither the execution and delivery of this  Agreement,  the  acquisition of the Mortgage Loans by the
Company,  the sale of the  Mortgage  Loans to the  Purchaser  or the  transactions  contemplated  hereby,  nor the  fulfillment  of or
compliance with the terms and conditions of this Agreement,  will conflict with or result in a breach of any of the terms,  conditions
or provisions of the Company's  charter or by-laws or any legal restriction or any agreement or instrument to which the Company is now
a party or by which it is bound,  or constitute a default or result in an  acceleration  under any of the foregoing,  or result in the
violation of any law,  rule,  regulation,  order,  judgment or decree to which the Company or its  property is subject,  or impair the
ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;

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

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

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

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

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

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

                  Pool  Characteristics.  With respect to each Mortgage Loan Package,  the Mortgage Loan  characteristics set forth on
Exhibit 2 to the related Assignment and Conveyance are true and complete.

                  No Untrue  Information.  Neither this  Agreement  nor any  statement,  report or other  document  furnished or to be
furnished pursuant to this Agreement or in connection with the transactions  contemplated hereby contains any untrue statement of fact
or omits to state a fact necessary to make the statements contained therein not misleading;

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

                  Financial  Statements.  There has been no change in the business,  operations,  financial  condition,  properties or
assets of the Company since the date of the Company's most recent  financial  statements that would have a material  adverse effect on
its ability to perform its obligations under this Agreement;

                  No Brokers' Fees. The Company has not dealt with any broker,  investment  banker,  agent or other person that may be
entitled to any commission or compensation in connection with the sale of the Mortgage Loans;

                  Origination.  The Company's  decision to originate any mortgage loan or to deny any mortgage loan  application is an
independent  decision  based upon Company's  Underwriting  Guidelines,  and is in no way made as a result of  Purchaser's  decision to
purchase, or not to purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated; and

                  MERS. The Company is a member of MERS in good standing,  and will comply in all material respects with the rules and
procedures of MERS in connection  with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with
MERS;

                  Representations and Warranties Regarding Individual Mortgage Loans.

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

                  Mortgage Loans as Described.  The information set forth in each Mortgage Loan Schedule is complete, true and correct
in all material respects;

                  Payments  Current.  All payments  required to be made up to the related Closing Date for the Mortgage Loan under the
terms of the  Mortgage  Note have been made and  credited.  No payment  required  under the  Mortgage  Loan has been more than 30 days
delinquent at any time in the twelve months prior to the related  Closing Date.  The first Monthly  Payment shall be made with respect
to the Mortgage Loan on its Due Date or within the grace period, all in accordance with the terms of the related Mortgage Note;

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

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

                  No  Defenses.  The  Mortgage  Loan is not subject to any right of  rescission,  set-off,  counterclaim  or defense,
including  without  limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right  thereunder,  render  either the Mortgage  Note or the Mortgage  unenforceable,  in whole or in part,  or
subject to any right of rescission,  set-off,  counterclaim or defense, including without limitation the defense of usury, and no such
right of rescission,  set-off,  counterclaim or defense has been asserted with respect  thereto,  and no Mortgagor was a debtor in any
state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated;

                  Hazard  Insurance.  Pursuant to the terms of the Mortgage,  all buildings or other  improvements  upon the Mortgaged
Property are insured by a generally  acceptable  insurer against loss by fire,  hazards of extended coverage and such other hazards as
are customary in the area where the Mortgaged  Property is located  pursuant to insurance  policies  conforming to the requirements of
Section 4.10. If upon  origination of the Mortgage Loan, the Mortgaged  Property was in an area identified in the Federal  Register by
the Federal  Emergency  Management  Agency as having special flood hazards (and such flood  insurance has been made available) a flood
insurance policy meeting the requirements of the current  guidelines of the Federal Flood Insurance  Administration is in effect which
policy conforms to the requirements of Section 4.10. All individual  insurance policies contain a standard mortgagee clause naming the
Company and its successors  and assigns as mortgagee,  and all premiums  thereon have been paid. The Mortgage  obligates the Mortgagor
thereunder to maintain the hazard  insurance  policy at the Mortgagor's  cost and expense,  and on the  Mortgagor's  failure to do so,
authorizes  the holder of the  Mortgage to obtain and  maintain  such  insurance at such  Mortgagor's  cost and  expense,  and to seek
reimbursement therefor from the Mortgagor.  Where required by state law or regulation,  the Mortgagor has been given an opportunity to
choose the carrier of the  required  hazard  insurance,  provided the policy is not a "master" or "blanket"  hazard  insurance  policy
covering the common facilities of a planned unit development.  The hazard insurance policy is the valid and binding  obligation of the
insurer,  is in full  force and  effect,  and will be in full force and effect  and inure to the  benefit  of the  Purchaser  upon the
consummation  of the  transactions  contemplated  by this  Agreement.  The Company has not  engaged  in, and has no  knowledge  of the
Mortgagor's  or any  Subservicer's  having  engaged in, any act or omission  which would impair the  coverage of any such policy,  the
benefits of the  endorsement  provided for herein,  or the validity and binding effect of either,  including  without  limitation,  no
unlawful  fee,  unlawful  commission,  unlawful  kickback  or  other  unlawful  compensation  or value of any kind has been or will be
received,  retained or realized by any  attorney,  firm or other person or entity,  and no such  unlawful  items have been  received,
retained or realized by the Company;

                  Compliance with Applicable  Laws. Any and all  requirements  of any federal,  state or local law including,  without
limitation,  usury,  truth-in-lending,  real estate settlement  procedures,  consumer credit  protection,  equal credit opportunity or
disclosure laws  applicable to the Mortgage Loan have been complied with, and the Company shall maintain in its possession,  available
for the Purchaser's inspection, and shall deliver to the Purchaser upon demand, evidence of compliance with all such requirements;

                  No Satisfaction of Mortgage. The Mortgage has not been satisfied,  canceled,  subordinated or rescinded, in whole or
in part, and the Mortgaged  Property has not been released from the lien of the Mortgage,  in whole or in part, nor has any instrument
been  executed  that would  effect any such  release,  cancellation,  subordination  or  rescission.  The  Company  has not waived the
performance by the Mortgagor of any action,  if the Mortgagor's  failure to perform such action would cause the Mortgage Loan to be in
default, nor has the Company waived any default resulting from any action or inaction by the Mortgagor;

                  Location  and Type of Mortgaged  Property.  The  Mortgaged  Property is a fee simple  property  located in the state
identified in the related  Mortgage Loan  Schedule and consists of a parcel of real property with a detached  single family  residence
erected  thereon,  or an individual  condominium  unit in a low-rise  condominium  project,  or an  individual  unit in a planned unit
development,  provided,  however,  that any  condominium  project  or  planned  unit  development  shall  conform  with the  Company's
Underwriting  Guidelines  regarding  such  dwellings,  and no residence or dwelling is a mobile home or a  manufactured  dwelling.  No
portion of the Mortgaged Property is used for commercial purposes;

                  Valid First Lien.  The  Mortgage is a valid,  subsisting,  enforceable  and  perfected  first lien on the  Mortgaged
Property, including all buildings and improvements on the Mortgaged Property, and all additions,  alterations and replacements made at
any time with respect to the foregoing. The lien of the Mortgage is subject only to:

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

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

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

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described
therein and the Company has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date
of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secured debt or other security instrument creating
a lien subordinate to the lien of the Mortgage;

                  Validity of Mortgage  Documents.  The Mortgage Note and the Mortgage are genuine,  and each is the legal,  valid and
binding  obligation of the maker thereof  enforceable in accordance with its terms.  All parties to the Mortgage Note and the Mortgage
and any other related  agreement  had legal  capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage and any other related  agreement,  and the Mortgage  Note and the Mortgage  have been duly and properly  executed by such
parties.  No fraud was  committed by the Company,  or to the  Company's  knowledge by any other person  including  the  Mortgagor,  in
connection  with the  origination or servicing of the Mortgage Loan.  The Company has reviewed all of the documents  constituting  the
Servicing File and has made such  inquiries as it deems  necessary to make and confirm the accuracy of the  representations  set forth
herein;

                  Full  Disbursement  of Proceeds.  The Mortgage  Loan has been closed and the proceeds of the Mortgage Loan have been
fully  disbursed and there is no requirement  for future  advances  thereunder,  and any and all  requirements as to completion of any
on-site or off-site  improvement  and as to  disbursements  of any escrow funds therefor have been complied with. All costs,  fees and
expenses  incurred in making or closing the  Mortgage  Loan and the  recording  of the Mortgage  were paid,  and the  Mortgagor is not
entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

                  Ownership.  The  Company is the sole  owner of record and holder of the  Mortgage  Loan.  The  Mortgage  Loan is not
assigned or pledged,  and the Company has good and marketable title thereto, and has full right to transfer and sell the Mortgage Loan
therein to the Purchaser free and clear of any encumbrance,  equity,  participation interest,  lien, pledge, charge, claim or security
interest,  and has full right and authority  subject to no interest or  participation  of, or agreement with, any other party, to sell
and assign each Mortgage Loan pursuant to this Agreement;

                  Doing  Business.  All parties  which have had any interest in the Mortgage  Loan,  whether as mortgagee,  assignee,
pledgee or otherwise,  are (or,  during the period in which they held and disposed of such interest,  were) (1) in compliance with any
and all applicable licensing  requirements of the laws of the state wherein the Mortgaged Property is located, and (2) organized under
the laws of such state, or (3) qualified to do business in such state, or (4) federal savings and loan  associations or national banks
having principal offices in such state, or (5) not doing business in such state;

                  LTV, PMI Policy.  Any Mortgage  Loan with an LTV over 80% has a PMI Policy  insuring,  as to payment  defaults,  the
excess LTV over 71% (or such other  percentage as stated in the related  Confirmation)  of the  Appraised  Value until the LTV of such
Mortgage  Loan is reduced to 80%. All  provisions  of such PMI Policy have been and are being  complied  with,  such policy is in full
force and effect,  and all premiums due thereunder  have been paid. No action,  inaction,  or event has occurred and no state of facts
exists that has, or will result in the exclusion  from,  denial of, or defense to coverage.  Any Mortgage Loan subject to a PMI Policy
obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and charges in connection  therewith;  provided,
that, with respect to LPMI Loans, the Company is obligated  thereunder to maintain the LPMI Policy and to pay all premiums and charges
in  connection  therewith.  The Mortgage  Interest Rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any
insurance premium excluded any premium for the LPMI Policy;

                  Title  Insurance.  The Mortgage Loan is covered by either (i) an  attorney's  opinion of title and abstract of title
the form and substance of which is acceptable to mortgage lending  institutions  making mortgage loans in the area where the Mortgaged
Property  is located or (ii) an ALTA  lender's  title  insurance  policy or other  generally  acceptable  form of policy of  insurance
acceptable  to Fannie Mae or Freddie  Mac,  issued by a title  insurer  acceptable  to Fannie Mae or Freddie Mac and  qualified  to do
business in the jurisdiction  where the Mortgaged  Property is located,  insuring the Company,  its successors and assigns,  as to the
first  priority  lien of the Mortgage in the original  principal  amount of the Mortgage  Loan (or to the extent that a Mortgage  Note
provides for negative  amortization,  the maximum amount of negative  amortization in accordance  with the Mortgage),  and against any
loss by reason of the  invalidity  or  unenforceability  of the lien  resulting  from the  provisions  of the Mortgage  providing  for
adjustment in the Mortgage Interest Rate and Monthly Payment,  subject only to the exceptions contained in clauses (1), (2) and (3) of
paragraph (j) of this Section 3.02. Where required by state law or regulation,  the Mortgagor has been given the opportunity to choose
the carrier of the required  mortgage title  insurance.  Additionally,  such lender's title  insurance  policy  affirmatively  insures
ingress and egress,  and against  encroachments  by or upon the Mortgaged  Property or any interest  therein.  The Company is the sole
insured of such lender's title insurance  policy,  and such lender's title insurance policy is in full force and effect and will be in
force and effect  upon the  consummation  of the  transactions  contemplated  by this  Agreement.  No claims have been made under such
lender's title insurance policy, and no prior holder of the Mortgage,  including the Company,  has done, by act or omission,  anything
which would impair the coverage of such lender's title insurance policy including without  limitation,  no unlawful fee,  commission,
kickback or other unlawful compensation or value of any kind has been or will be received,  retained or realized by any attorney, firm
or other person or entity, and no such unlawful items have been received, retained or realized by the Company;

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

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

                  Location of Improvements;  No  Encroachments.  All  improvements  which were considered in determining the Appraised
Value of the Mortgaged  Property lay wholly within the  boundaries  and building  restriction  lines of the Mortgaged  Property and no
improvements on adjoining  properties encroach upon the Mortgaged  Property.  No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or regulation;

                  Origination;  Payment Terms. The Mortgage Loan was originated by either i) the Company,  which is a  FNMA-approved,
FHLMC-approved and HUD-approved  mortgage banker, or ii) an entity that is a FNMA-approved,  FHLMC-approved and HUD-approved  mortgage
banker,  or a savings and loan association,  a savings bank, a commercial bank or similar banking  institution which is supervised and
examined  by a Federal or state  authority.  The  interest  rate on the  related  Mortgage  Note is  adjusted  annually in the case of
Treasury Rate Mortgage Loans and LIBOR Mortgage Loans on each Interest Rate  Adjustment Date to equal the Index plus the Gross Margin,
subject to the Initial Rate Cap,  Periodic Rate Cap and the Lifetime Mortgage Interest Rate Cap as set forth in the Mortgage Note. The
Mortgage  Interest  Rate for a 5/1 ARM Mortgage Loan and a 3/1 ARM Mortgage Loan is adjusted  annually  commencing  from and after the
sixtieth Monthly Payment and the thirty-sixth Monthly Payment,  respectively,  in the same manner as a Treasury Rate Mortgage Loan and
LIBOR Mortgage Loan,  provided,  however,  that the Periodic Rate Cap does not apply to the initial  Interest Rate Adjustment Date for
such 5/1 ARM  Mortgage  Loan (the Initial Rate Cap does apply).  The Mortgage  Note is payable each month in monthly  installments  of
principal and interest,  with interest in arrears, and requires Monthly Payments sufficient to amortize the original principal balance
of the Mortgage Loan over a term of no more than 30 years.  Each Convertible  Mortgage Loan contains a provision whereby the Mortgagor
is permitted to convert the Mortgage  Loan to a fixed-rate  mortgage loan at any time between the first and fifth  anniversary  of the
origination of the Mortgage Loan. No Mortgage Loan has a provision for negative amortization;

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

                  Conformance  with  Underwriting  Guidelines.  The Mortgage Loan was  underwritten  in accordance  with the Company's
Underwriting Guidelines in effect at the time the Mortgage Loan was originated.;

                  Occupancy of the Mortgaged  Property.  As of the related  Closing Date the Mortgaged  Property is lawfully  occupied
under applicable law. All inspections,  licenses and certificates  required to be made or issued with respect to all occupied portions
of the  Mortgaged  Property  and, with respect to the use and  occupancy of the same,  including  but not limited to  certificates  of
occupancy and fire underwriting certificates,  have been made or obtained from the appropriate authorities.  The Mortgagor represented
at the time of  origination of the Mortgage Loan that the Mortgagor  would occupy the Mortgaged  Property as the  Mortgagor's  primary
residence;

                  No Additional  Collateral.  The Mortgage Note is not and has not been secured by any  collateral  except the lien of
the  corresponding  Mortgage and the security  interest of any applicable  security  agreement or chattel mortgage  referred to in (j)
above;

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

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

                  Delivery of Mortgage Documents.  The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered  for the Mortgage  Loan by the Company  under this  Agreement as set forth in Exhibit C attached  hereto have
been  delivered to the  Custodian.  The Company is in possession  of a complete,  true and accurate  Mortgage File in compliance  with
Exhibit B, except for such documents the originals of which have been delivered to the Custodian;

                  Condominiums/Planned  Unit  Developments.  If the  Mortgaged  Property  is a  condominium  unit  or a  planned  unit
development  (other than a de minimus planned unit development)  such condominium or planned unit development  project meets Company's
Underwriting Guidelines with respect to such condominium or planned unit development;

                  Transfer of Mortgage  Loans.  The Assignment of Mortgage is in recordable form and is acceptable for recording under
the laws of the jurisdiction in which the Mortgaged Property is located;

                  Due on Sale.  The Mortgage  contains an enforceable  provision for the  acceleration of the payment of the
unpaid  principal  balance of the Mortgage  Loan in the event that the  Mortgaged  Property is sold or  transferred  without the prior
written consent of the Mortgagor thereunder;

                  No Buydown Provisions;  No Graduated Payments or Contingent Interests. The Mortgage Loan does not contain provisions
pursuant to which  Monthly  Payments  are paid or partially  paid with funds  deposited in any  separate  account  established  by the
Company,  the Mortgagor or anyone on behalf of the  Mortgagor,  or paid by any source other than the Mortgagor nor does it contain any
other similar provisions currently in effect which may constitute a "buydown" provision.  The Mortgage Loan is not a graduated payment
mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

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

                  Mortgaged Property Undamaged. There is no proceeding pending or, to the best of the Company's knowledge,  threatened
for the total or partial  condemnation of the Mortgaged  Property.  The Mortgaged Property is undamaged by waste, fire,  earthquake or
earth movement,  windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended; and

                  Collection  Practices;  Escrow Deposits.  The origination,  servicing and collection  practices used with respect to
the Mortgage Loan have been in accordance  with Accepted  Servicing  Practices,  and have been in all respects in compliance  with all
applicable laws and regulations.  With respect to escrow deposits and Escrow Payments,  all such payments are in the possession of the
Company and there exist no deficiencies in connection  therewith for which customary  arrangements for repayment thereof have not been
made. All Escrow  Payments have been collected in full  compliance with state and federal law. An escrow of funds is not prohibited by
applicable  law and has been  established  in an amount  sufficient  to pay for every  item  which  remains  unpaid and which has been
assessed but is not yet due and payable.  No escrow deposits or Escrow Payments or other charges or payments due the Company have been
capitalized  under the Mortgage or the Mortgage Note. All Mortgage  Interest Rate adjustments have been made in strict compliance with
state and federal law and the terms of the related  Mortgage  Note.  Any interest  required to be paid pursuant to state and local law
has been properly paid and credited;

                  Appraisal.  The Mortgage File contains an appraisal of the related Mortgage Property signed prior to the approval of
the Mortgage Loan application by a qualified appraiser,  duly appointed by the Company, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof;  and whose compensation is not affected by the approval or disapproval
of the Mortgage  Loan,  and the appraisal and appraiser both satisfy the  requirements  of Fannie Mae,  Freddie Mac or Title XI of the
Federal Institutions Reform,  Recovery, and Enforcement Act of 1989 and the regulations  promulgated  thereunder,  all as in effect on
the date the Mortgage Loan was originated;

                  Soldiers' and Sailors'  Relief Act. The Mortgagor has not notified the Company,  and the Company has no knowledge of
any relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

                  Environmental  Matters.  The  Mortgaged  Property is free from any and all toxic or hazardous  substances  and there
exists no violation of any local, state or federal  environmental  law, rule or regulation.  To the best of the Company's  knowledge,
there is no pending action or proceeding  directly  involving any Mortgaged Property of which the Company is aware in which compliance
with any environmental law, rule or regulation is an issue; and to the best of the Company's knowledge,  nothing further remains to be
done to satisfy in full all  requirements of each such law, rule or regulation  consisting a prerequisite to use and enjoyment of said
property;

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

                  Insurance. The Company has caused or will cause to be performed any and all acts required to preserve the rights and
remedies of the Purchaser in any insurance  policies  applicable to the Mortgage Loans including,  without  limitation,  any necessary
notifications  of insurers,  assignments  of policies or interests  therein,  and  establishments  of coinsured,  joint loss payee and
mortgagee  rights in favor of the  Purchaser;  No action,  inaction,  or event has occurred and no state of fact exists or has existed
that has resulted or will result in the exclusion from,  denial of, or defense to coverage under any applicable pool insurance policy,
special hazard insurance policy, PMI Policy or bankruptcy bond,  irrespective of the cause of such failure of coverage.  In connection
with the placement of any such insurance,  no commission,  fee, or other  compensation  has been or will be received by the Company or
any designee of the Company or any corporation in which the Company or any officer,  director, or employee had a financial interest at
the time of placement of such insurance;

                  Regarding the Mortgagor.  The Mortgagor is one or more natural  persons and/or  trustees for an Illinois
land trust or a trustee under a "living trust" and such "living trust" is in compliance with Fannie Mae guidelines for such trusts.

                  Predatory Lending  Regulations;  High Cost Loans. None of the Mortgage Loans are classified as (a) "high cost" loans
under the Home Ownership and Equity  Protection  Act of 1994 or (b) "high cost,"  "threshold,"  or  "predatory"  loans under any other
applicable state, federal or local law.

                  Simple Interest Mortgage Loans.  None of the Mortgage Loans are simple interest Mortgage Loans.

                   Single  Premium  Credit  Life  Insurance.  None  of the  proceeds  of the  Mortgage  Loan  were  used  to  finance
single-premium credit life insurance policies.

                      Tax Service Contract The Company has obtained a life of loan,  transferable  real estate Tax Service Contract on
each Mortgage Loan and such contract is assignable without penalty, premium or cost to the Purchaser;

                      Flood  Certification  Contract.  The Company  has  obtained a life of loan,  transferable  flood  certification
contract with a Approved Flood Certification Provider for each Mortgage Loan and such contract is assignable without penalty,  premium
or cost to the Purchaser;

                      FICO Scores. Each Mortgage Loan has a non-zero FICO score;

                  Prepayment  Fee. With respect to each Mortgage Loan that has a prepayment fee feature,  each such  prepayment fee is
enforceable and will be enforced by the Company,  and each prepayment penalty in permitted  pursuant to federal,  state and local law.
No  Mortgage  Loan will  impose a  prepayment  penalty  for a term in  excess  of five  years  from the date  such  Mortgage  Loan was
originated.  Except as otherwise set forth in the related  Mortgage Loan Schedule,  with respect to each Mortgage Loan that contains a
prepayment fee, such prepayment fee is at least equal to the lesser of (A) the maximum amount  permitted under  applicable law and (B)
six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original  principal balance of
such Mortgage Loan; and

                  Recordation.  Each  original  Mortgage  was  recorded  and,  except  for those  Mortgage  Loans  subject to the MERS
identification  system,  all subsequent  assignments of the original  Mortgage  (other than the assignment to the Purchaser) have been
recorded in the appropriate  jurisdictions  wherein such recordation is necessary to perfect the lien thereof as against  creditors of
the Company, or is in the process of being recorded;

                  Leaseholds.       If the Mortgaged  Property is subject to a ground lease or any other type of leasehold  interest,
the ground lease or other leasehold interest exceeds the remaining term of the related Mortgage Loan.

                  Remedies for Breach of Representations and Warranties.

                  It is  understood  and agreed that the  representations  and  warranties  set forth in  Sections  3.01 and 3.02 shall
survive the sale of the Mortgage  Loans to the  Purchaser  and the delivery of the Mortgage  Loan  Documents to the Custodian and shall
inure to the benefit of the Purchaser,  notwithstanding any restrictive or qualified  endorsement on any Mortgage Note or Assignment of
Mortgage or the  examination  or failure to examine any  Mortgage  File.  Upon  discovery  by either the Company or the  Purchaser of a
breach of any of the foregoing  representations  and warranties which materially and adversely  affects the value of the Mortgage Loans
or the interest of the Purchaser,  or which  materially and adversely  affects the interests of Purchaser in the related  Mortgage Loan
in the  case of a  representation  and  warranty  relating  to a  particular  Mortgage  Loan (in the  case of any of the  foregoing,  a
"Breach"), the party discovering such Breach shall give prompt written notice to the other.

                  With respect to those representations and warranties which are made to the best of the Company's knowledge,  if it is
discovered by the Company or the Purchaser that the substance of such  representation  and warranty is inaccurate  and such  inaccuracy
materially  and adversely  affects the value of the related  Mortgage Loan or the interest of the  Purchaser (or which  materially  and
adversely  affects  the value of a Mortgage  Loan or the  interests  of the  Purchaser  in the related  Mortgage  Loan in the case of a
representation and warranty relating to a particular  Mortgage Loan),  notwithstanding  the Company's lack of knowledge with respect to
the substance of such  representation  and warranty,  such  inaccuracy  shall be deemed a breach of the applicable  representation  and
warranty.

                  Within 60 days of the earlier of either  discovery by or notice to the Company of any Breach of a  representation  or
warranty,  the Company shall use its best efforts  promptly to cure such Breach in all material  respects and, if such Breach cannot be
cured,  the Company  shall,  at the  Purchaser's  option and subject to Section 3.06,  repurchase  such Mortgage Loan at the Repurchase
Price.  In the event that a Breach shall involve any  representation  or warranty set forth in Section 3.01,  and such Breach cannot be
cured within 60 days of the earlier of either  discovery by or notice to the Company of such Breach,  all of the Mortgage  Loans shall,
at the Purchaser's  option and subject to Section 3.06, be repurchased by the Company at the Repurchase Price.  However,  if the Breach
shall involve a  representation  or warranty set forth in Section 3.02 and the Company  discovers or receives notice of any such Breach
within 120 days of the  related  Closing  Date,  the Company  shall,  at the  Purchaser's  option and  provided  that the Company has a
Qualified  Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted
Mortgage Loan") and substitute in its place a Qualified  Substitute  Mortgage Loan or Loans,  provided that any such substitution shall
be effected not later than 120 days after the related  Closing  Date.  If the Company has no Qualified  Substitute  Mortgage  Loan,  it
shall repurchase the deficient  Mortgage Loan. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing  provisions of this
Section 3.03 shall be  accomplished  by deposit in the Custodial  Account of the amount of the  Repurchase  Price for  distribution  to
Purchaser  on the next  scheduled  Remittance  Date,  after  deducting  therefrom  any amount  received in respect of such  repurchased
Mortgage Loan or Loans and being held in the Custodial Account for future distribution.

                  At the time of repurchase or  substitution,  the Purchaser and the Company shall arrange for the  reassignment of the
Deleted  Mortgage  Loan to the Company and the delivery to the Company of any documents  held by the Custodian  relating to the Deleted
Mortgage Loan. In the event of a repurchase or substitution,  the Company shall,  simultaneously  with such reassignment,  give written
notice to the Purchaser that such repurchase or substitution  has taken place,  amend the related Mortgage Loan Schedule to reflect the
withdrawal  of the Deleted  Mortgage  Loan from this  Agreement,  and,  in the case of  substitution,  identify a Qualified  Substitute
Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified  Substitute  Mortgage Loan to this
Agreement.  In  connection  with any such  substitution,  the  Company  shall be deemed to have  made as to such  Qualified  Substitute
Mortgage Loan the  representations  and warranties set forth in this Agreement except that all such  representations and warranties set
forth in this  Agreement  shall be deemed made as of the date of such  substitution.  The Company  shall  effect such  substitution  by
delivering to the Custodian  for such  Qualified  Substitute  Mortgage Loan the documents  required by Section 2.03,  with the Mortgage
Note endorsed as required by Section 2.03. No  substitution  will be made in any calendar month after the  Determination  Date for such
month. The Company shall deposit in the Custodial  Account the Monthly Payment less the Servicing Fee due on such Qualified  Substitute
Mortgage  Loan or Loans in the  month  following  the date of such  substitution.  Monthly  Payments  due  with  respect  to  Qualified
Substitute Mortgage Loans in the month of substitution shall be retained by the Company.  For the month of substitution,  distributions
to Purchaser shall include the Monthly  Payment due on any Deleted  Mortgage Loan in the month of  substitution,  and the Company shall
thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan.

                  For any month in which the Company substitutes a Qualified  Substitute Mortgage Loan for a Deleted Mortgage Loan, the
Company shall determine the amount (if any) by which the aggregate  principal balance of all Qualified  Substitute Mortgage Loans as of
the date of  substitution  is less than the aggregate  Stated  Principal  Balance of all Deleted  Mortgage Loans (after  application of
scheduled  principal  payments due in the month of  substitution).  The amount of such shortfall shall be distributed by the Company in
the month of substitution pursuant to Section 5.01. Accordingly,  on the date of such substitution,  the Company shall deposit from its
own funds into the Custodial Account an amount equal to the amount of such shortfall.

                  Any cause of action  against  the  Company  relating  to or  arising  out of the  Breach of any  representations  and
warranties  made in Sections  3.01 and 3.02 shall accrue as to any Mortgage  Loan upon (i) discovery of such Breach by the Purchaser or
notice  thereof by the Company to the  Purchaser,  (ii) failure by the Company to cure such Breach or repurchase  such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

                  Indemnification.

                  The Company  agrees to indemnify  the  Purchaser  and hold it harmless  from and against any and all claims,  losses,
damages,  penalties,  fines,  forfeitures,  legal fees and related costs,  judgments,  and any other costs,  fees and expenses that the
Purchaser  may sustain in any way  related any  assertion  based on,  grounded  upon  resulting  from a Breach of any of the  Company's
representations  and warranties  contained  herein.  In addition to the  obligations of the Company set forth in this Section 3.04, the
Purchaser may pursue any and all remedies  otherwise  available at law or in equity,  including,  but not limited to, the right to seek
damages.  The provisions of this Section 3.04 shall survive termination of this Agreement.

                  It is  understood  and agreed  that the  obligations  of the  Company  set forth in  Sections  3.03 and 3.04 to cure,
substitute  for or repurchase a defective  Mortgage Loan and to indemnify the Purchaser  constitute  the sole remedies of the Purchaser
respecting a Breach of the foregoing representations and warranties.



                  Repurchase Upon Conversion.

     In the event the Mortgagor under any Convertible Mortgage Loan elects to convert said Mortgage Loan to a fixed rate mortgage
     loan, as provided in the related Mortgage Note, then the Company shall repurchase the related Mortgage Loan in the month the
     conversion takes place and in the manner prescribed in Section 3.04 at the Repurchase Price.


                  Restrictions and Requirements Applicable in the Event
                                    that a Mortgage Loan is Acquired by a REMIC

                  In the event that any Mortgage Loan is held by a REMIC,  notwithstanding  any contrary  provision of this  Agreement,
the following provisions shall be applicable to such Mortgage Loan:

                  Repurchase of Mortgage Loans.

                  With respect to any  Mortgage  Loan that is not in default or as to which no default is imminent,  no  repurchase  or
substitution  pursuant to Subsection 3.03, 3.05, 3.07 or 7.02 shall be made,  unless,  if so required by the applicable REMIC Documents
the Company has obtained an Opinion of Counsel to the effect that such  repurchase  will not (i) result in the  imposition  of taxes on
"prohibited  transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise  subject the REMIC to tax, or (ii) cause
the REMIC to fail to qualify as a REMIC at any time.

                  General Servicing Obligations.

                  The Company shall sell any REO Property  within two years after its  acquisition  by the REMIC unless (i) the Company
applies for an extension of such two-year period from the Internal  Revenue Service  pursuant to the REMIC  Provisions and Code Section
856(e)(3),  in which event such REO Property shall be sold within the applicable  extension period, or (ii) the Company obtains for the
Purchaser an Opinion of Counsel,  addressed to the Purchaser  and the Company,  to the effect that the holding by the REMIC of such REO
Property  subsequent to such two year period will not result in the  imposition  of taxes on  "prohibited  transactions"  as defined in
Section  860F of the Code or cause the REMIC to fail to qualify as a REMIC  under the REMIC  Provisions  or  comparable  provisions  of
relevant state laws at any time.  The Company shall manage,  conserve,  protect and operate each REO Property for the Purchaser  solely
for the  purpose  of its  prompt  disposition  and sale in a manner  which  does not cause  such REO  Property  to fail to  qualify  as
"foreclosure  property"  within  the  meaning  of  Section  860G(a)(8)  or  result in the  receipt  by the  REMIC of any  "income  from
non-permitted  assets" within the meaning of Section  860F(a)(2)(B) of the Code or any "net income from foreclosure  property" which is
subject to taxation under Section 860G(a)(1) of the Code.  Pursuant to its efforts to sell such REO Property,  the Company shall either
itself or through an agent  selected by the Company  protect and conserve such REO Property in the same manner and to such extent as is
customary in the locality where such REO Property is located and may,  incident to its  conservation and protection of the interests of
the  Purchaser,  rent the same, or any part  thereof,  as the Company deems to be in the best interest of the Company and the Purchaser
for the period prior to the sale of such REO Property;  provided,  however,  that any rent received or accrued with respect to such REO
Property qualifies as "rents from real property" as defined in Section 856(d) of the Code.

                  Additional Covenants.

                  In addition  to the  provision  set forth in this  Section  3.06,  if a REMIC  election  is made with  respect to the
arrangement  under which any of the Mortgage  Loans or REO Properties  are held,  then,  with respect to such Mortgage Loans and/or REO
Properties,  and  notwithstanding  the terms of this  Agreement,  the Company  shall not take any  action,  cause the REMIC to take any
action or fail to take (or fail to cause to be taken) any action that, under the REMIC  Provisions,  if taken or not taken, as the case
may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the  imposition of a tax upon the REMIC  (including but
not limited to the tax on "prohibited  transactions" as defined in Section  860F(a)(2) of the Code and the tax on  "contributions" to a
REMIC set forth in Section  860G(d) of the Code)  unless the  Company  has  received an Opinion of Counsel (at the expense of the party
seeking to take such  action)  to the  effect  that the  contemplated  action  will not  endanger  such  REMIC  status or result in the
imposition of any such tax.

                  If a REMIC  election is made with respect to the  arrangement  under which any Mortgage  Loans or REO  Properties are
held, the Company shall amend this Agreement such that it will meet all Rating Agency requirements.

                  Review of Mortgage Loans

                  From the related  Closing Date until the date 15 days after the related  Closing Date,  the Purchaser  shall have the
right to review the  Mortgage  Files and obtain  BPOs and other  property  evaluations  on the  Mortgaged  Properties  relating  to the
Mortgage Loans purchased on the related Closing Date,  with the results of such BPO or property  evaluation  reviews to be communicated
to the Company for a period up to 15 days after the related  Closing  Date. In addition,  the Purchaser  shall have the right to reject
any Mortgage Loan which in the Purchaser's sole  determination (i) fails to conform to the Underwriting  Guidelines,  (ii) the value of
the  Mortgaged  Property  pursuant to any BPO or property  evaluation  varies by more than plus or minus 15% from the lesser of (A) the
original  appraised  value of the Mortgage  Property or (B) the purchase price of the Mortgaged  Property as of the date of origination
(a "Value Issue"),  (iii) the Mortgage Loan is underwritten  without  verification of the Borrower's  income and assets and there is no
credit report and credit score or (iv) the Purchaser  deems the Mortgage  Loan not to be an acceptable  credit risk.  The Company shall
repurchase  the rejected  Mortgage  Loan in the manner  prescribed  in Section  3.03 upon  receipt of notice from the  Purchaser of the
rejection of such Mortgage  Loan;  provided,  that, in the event that the Purchaser  rejects a Mortgage Loan due to a Value Issue,  the
Company may submit to the Purchaser an additional  property  evaluation for purposes of  demonstrating  that the Mortgage Loan does not
have a Value Issue.  If the  Purchaser  and the Company fail to resolve such Value Issue within two weeks of the  Purchaser  presenting
such Value Issue to the Company,  then Company  shall have the right to promptly (a)  substitute  such  Mortgage  Loan with a Qualified
Substitute  Mortgage  Loan meeting all the terms hereof,  or (b)  repurchase  such  Mortgage  Loan in the manner  prescribed in Section
3.03.  Any rejected  Mortgage  Loan shall be removed  from the terms of this  Agreement.  The Company  shall make  available  all files
required by Purchaser in order to complete its review,  including  capturing all CRA/HMDA  required data fields.  Any review  performed
by the  Purchaser  prior to the related  Closing Date does not limit the  Purchaser's  rights or the Company's  obligations  under this
section.  To the extent that the Purchaser's review discloses that the Mortgage Loans do not conform to the Underwriting  Guidelines or
the terms set forth in the Purchaser  Price and Terms  Letter,  the  Purchaser  may in its sole  discretion  increase its due diligence
review and obtain  additional  BPO's or other  property  evaluations.  The  additional  review may be for any reason  including but not
limited to credit quality, property valuations, and data integrity.




                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS


                  Company to Act as Servicer.

                  The Company shall service and administer  the Mortgage  Loans and shall have full power and authority,  acting alone,
to do any and all things in  connection  with such  servicing  and  administration  which the Company may deem  necessary or desirable,
consistent with the terms of this Agreement and with Accepted Servicing Practices.


                      Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage
     Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if
     in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially
     adverse to the Purchasers, provided, however, that the Company shall not make any future advances with respect to a Mortgage Loan
     and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company,
     imminent and the Company has obtained the prior written consent of the Purchaser) the Company shall not permit any modification
     of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate change the
     Index, Lifetime Mortgage Interest Rate Cap, Initial Rate Cap or Gross Margin of any Mortgage Loan, defer or forgive the payment
     of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or
     change the final maturity date on such Mortgage Loan. In the event of any such modification which permits the deferral of
     interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance
     Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its
     own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the
     Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The
     Company shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to
     Section 5.03. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and
     empowered, to execute and deliver on behalf of itself and the Purchasers, all instruments of satisfaction or cancellation, or of
     partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to
     the Mortgaged Properties. If reasonably required by the Company, the Purchaser shall furnish the Company with any powers of
     attorney and other documents necessary or appropriate to enable the Company to carry out its servicing and administrative duties
     under this Agreement.


                  In servicing  and  administering  the Mortgage  Loans,  the Company  shall employ  procedures  (including  collection
procedures)  and exercise the same care that it  customarily  employs and exercises in servicing and  administering  mortgage loans for
its own account,  giving due consideration to Accepted  Servicing  Practices where such practices do not conflict with the requirements
of this Agreement, and the Purchaser's reliance on the Company.

                  The Mortgage Loans may be subserviced by the Subservicer on behalf of the Company  provided that the Subservicer is a
Fannie Mae-approved lender or a Freddie Mac seller/servicer in good standing,  and no event has occurred,  including but not limited to
a change in insurance  coverage,  which would make it unable to comply with the eligibility  requirements for lenders imposed by Fannie
Mae or for  seller/servicers  imposed by Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Company may
perform any of its servicing  responsibilities  hereunder or may cause the  Subservicer to perform any such servicing  responsibilities
on its behalf,  but the use by the Company of the Subservicer  shall not release the Company from any of its obligations  hereunder and
the Company shall remain  responsible  hereunder for all acts and omissions of the  Subservicer  as fully as if such acts and omissions
were those of the Company.  The Company shall pay all fees and expenses of the Subservicer  from its own funds,  and the  Subservicer's
fee shall not exceed the Servicing Fee.

                  At the cost and expense of the Company,  without any right of reimbursement from the Custodial  Account,  the Company
shall be entitled to terminate the rights and  responsibilities  of the Subservicer and arrange for any servicing  responsibilities  to
be  performed  by a successor  Subservicer  meeting the  requirements  in the  preceding  paragraph,  provided,  however,  that nothing
contained  herein shall be deemed to prevent or prohibit the Company,  at the  Company's  option,  from electing to service the related
Mortgage Loans itself.  In the event that the Company's  responsibilities  and duties under this  Agreement are terminated  pursuant to
Section 9.04, 10.01 or 11.02, and if requested to do so by the Purchaser,  the Company shall at its own cost and expense  terminate the
rights and  responsibilities  of the  Subservicer  as soon as is  reasonably  possible.  The  Company  shall pay all fees,  expenses or
penalties  necessary in order to terminate  the rights and  responsibilities  of the  Subservicer  from the Company's own funds without
reimbursement from the Purchaser.

                  Notwithstanding  any of the provisions of this Agreement  relating to agreements or arrangements  between the Company
and the Subservicer or any reference  herein to actions taken through the  Subservicer or otherwise,  the Company shall not be relieved
of its  obligations  to the Purchaser and shall be obligated to the same extent and under the same terms and  conditions as if it alone
were servicing and  administering  the Mortgage  Loans.  The Company shall be entitled to enter into an agreement with the  Subservicer
for  indemnification  of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.

                  Any  Subservicing  Agreement and any other  transactions  or services  relating to the Mortgage  Loans  involving the
Subservicer  shall be deemed to be between the  Subservicer and Company alone,  and the Purchaser shall have no obligations,  duties or
liabilities with respect to the Subservicer  including no obligation,  duty or liability of Purchaser to pay the Subservicer's fees and
expenses.  For purposes of distributions  and advances by the Company  pursuant to this Agreement,  the Company shall be deemed to have
received a payment on a Mortgage Loan when the Subservicer has received such payment.

                  Liquidation of Mortgage Loans.

                  In the event that any payment due under any  Mortgage  Loan and not  postponed  pursuant to Section  4.01 is not paid
when the same  becomes due and payable,  or in the event the  Mortgagor  fails to perform any other  covenant or  obligation  under the
Mortgage Loan and such failure  continues  beyond any  applicable  grace period,  the Company shall take such action as (1) the Company
would take under similar  circumstances  with respect to a similar mortgage loan held for its own account for investment,  (2) shall be
consistent with Accepted Servicing  Practices,  (3) the Company shall determine prudently to be in the best interest of Purchaser,  and
(4) is consistent with any related PMI Policy.  In the event that any payment due under any Mortgage Loan is not postponed  pursuant to
Section  4.01 and  remains  delinquent  for a period of 90 days or any other  default  continues  for a period  of 90 days  beyond  the
expiration  of any grace or cure period,  the Company  shall  commence  foreclosure  proceedings,  provided  that,  prior to commencing
foreclosure  proceedings,  the Company shall notify the Purchaser in writing of the Company's intention to do so, and the Company shall
not commence  foreclosure  proceedings if the Purchaser objects to such action within 10 Business Days of receiving such notice. In the
event the Purchaser  objects to such  foreclosure  action,  the Company shall not be required to make Monthly  Advances with respect to
such Mortgage Loan,  pursuant to Section 5.03, and the Company's  obligation to make such Monthly  Advances shall terminate on the 90th
day referred to above.  In such  connection,  the Company shall from its own funds make all necessary  and proper  Servicing  Advances,
provided,  however,  that the Company shall not be required to expend its own funds in connection  with any  foreclosure or towards the
restoration or  preservation  of any Mortgaged  Property,  unless it shall  determine (a) that such  preservation,  restoration  and/or
foreclosure  will  increase the proceeds of  liquidation  of the Mortgage  Loan to  Purchaser  after  reimbursement  to itself for such
expenses and (b) that such expenses will be recoverable  by it either  through  Liquidation  Proceeds  (respecting  which it shall have
priority for purposes of withdrawals from the Custodial  Account pursuant to Section 4.05) or through  Insurance  Proceeds  (respecting
which it shall have similar priority).

                  Notwithstanding  anything to the contrary  contained herein, in connection with a foreclosure or acceptance of a deed
in lieu of  foreclosure,  in the event the Company  has  reasonable  cause to believe  that a Mortgaged  Property  is  contaminated  by
hazardous  or toxic  substances  or wastes,  or if the  Purchaser  otherwise  requests an  environmental  inspection  or review of such
Mortgaged  Property to be conducted by a qualified  inspector.  Upon completion of the inspection,  the Company shall promptly  provide
the Purchaser with a written report of the environmental inspection.

                  After  reviewing the  environmental  inspection  report,  the Purchaser shall determine how the Company shall proceed
with respect to the Mortgaged Property. In the event (a) the  environmental  inspection report indicates that the Mortgaged Property is
contaminated  by hazardous or toxic  substances  or wastes and (b) the  Purchaser  directs the Company to proceed with  foreclosure  or
acceptance  of a deed in lieu of  foreclosure,  the Company shall be  reimbursed  for all costs  associated  with such  foreclosure  or
acceptance of a deed in lieu of foreclosure and any related  environmental clean up costs, as applicable,  from the related Liquidation
Proceeds,  or if the  Liquidation  Proceeds  are  insufficient  to fully  reimburse  the Company,  the Company  shall be entitled to be
reimbursed from amounts in the Custodial  Account pursuant to Section 4.05 hereof.  In the event the Purchaser  directs the Company not
to proceed with  foreclosure  or  acceptance  of a deed in lieu of  foreclosure,  the Company  shall be  reimbursed  for all  Servicing
Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.

                  Collection of Mortgage Loan Payments.

                  Continuously  from the date hereof  until the  principal  and interest on all  Mortgage  Loans are paid in full,  the
Company  shall  proceed  diligently  to collect all payments  due under each of the  Mortgage  Loans when the same shall become due and
payable and shall take special care in  ascertaining  and  estimating  Escrow  Payments and all other  charges that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property,  to the end that the installments  payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.

                  Establishment of and Deposits to Custodial Account.

                  The Company shall segregate and hold all funds collected and received  pursuant to a Mortgage Loan separate and apart
from any of its own funds and general  assets and shall  establish  and maintain one or more  Custodial  Accounts,  in the form of time
deposit or demand accounts,  titled  "Countrywide Home Loans, Inc. in trust for EMC Mortgage  Corporation,  as purchaser of Residential
Adjustable  Rate Mortgage  Loans and various  Mortgagors".  The  Custodial  Account shall be  established  with a Qualified  Depository
acceptable  to the  Purchaser.  Any funds  deposited in the  Custodial  Account  shall at all times be fully insured to the full extent
permitted  under  applicable  law. Funds  deposited in the Custodial  Account may be drawn on by the Company in accordance with Section
4.05. The creation of any Custodial  Account shall be evidenced by a  certification  in the form of Exhibit D-1 hereto,  in the case of
an account  established with the Company,  or by a letter  agreement in the form of Exhibit D-2 hereto,  in the case of an account held
by a depository  other than the Company.  A copy of such  certification  or letter  agreement  shall be furnished to the Purchaser and,
upon request, to any subsequent Purchaser.

                  The Company shall deposit in the Custodial  Account  within two Business  Days of receipt,  and retain  therein,  the
following  collections  received by the Company and payments made by the Company after the related  Cut-off Date,  (other than payments
of principal and interest due on or before the related  Cut-off Date, or received by the Company prior to the related  Cut-off Date but
allocable to a period subsequent thereto or with respect to each LPMI Loan, in the amount of the LPMI Fee):

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

                     all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

                     all Liquidation Proceeds;

                     all  Insurance  Proceeds  including  amounts  required to be deposited  pursuant to Section  4.10,  Section  4.11,
         Section 4.14 and Section 4.15;

                     all  Condemnation  Proceeds  which are not  applied to the  restoration  or repair of the  Mortgaged  Property  or
         released to the Mortgagor in accordance with Section 4.14;

                     any amount required to be deposited in the Custodial Account pursuant to Section 4.01, 4.09, 5.03, 6.01 or 6.02;

                     any amounts  payable in connection  with the  repurchase  of any Mortgage  Loan pursuant to Section 3.03,  3.05 or
         3.07 and all amounts  required to be  deposited  by the Company in  connection  with a shortfall  in  principal  amount of any
         Qualified Substitute Mortgage Loan pursuant to Section 3.03;

                     with respect to each Principal  Prepayment in full or in part, the Prepayment  Interest  Shortfall Amount, if any,
         for the month of distribution.  Such deposit shall be made from the Company's own funds, without reimbursement  therefor up to
         a maximum amount per month of the Servicing Fee actually received for such month for the Mortgage Loans;

                     any amounts  required to be deposited by the Company  pursuant to Section 4.11 in connection  with the  deductible
         clause in any blanket hazard insurance policy; and

                     any amounts received with respect to or related to any REO Property and all REO Disposition  Proceeds  pursuant to
         Section 4.16.

                  The foregoing requirements for deposit into the Custodial Account shall be exclusive,  it being understood and agreed
that,  without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the
extent  permitted  by Section  6.01,  need not be  deposited  by the Company into the  Custodial  Account.  Any interest  paid on funds
deposited in the Custodial  Account by the depository  institution  shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.

                  Permitted Withdrawals From Custodial Account.

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

                     to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

                     to reimburse  itself for Monthly  Advances of the Company's  funds made  pursuant to Section  5.03,  the Company's
         right to reimburse  itself  pursuant to this  subclause  (ii) being limited to amounts  received on the related  Mortgage Loan
         which represent late payments of principal  and/or interest  respecting  which any such advance was made, it being  understood
         that, in the case of any such  reimbursement,  the Company's  right thereto shall be prior to the rights of Purchaser,  except
         that,  where the Company is  required  to  repurchase  a Mortgage  Loan  pursuant to Section  3.03,  3.05,  3.07 or 6.02,  the
         Company's right to such reimbursement  shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
         such sections and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;

                     to reimburse itself for unreimbursed  Servicing  Advances,  and for any unpaid Servicing Fees, the Company's right
         to reimburse  itself pursuant to this subclause  (iii) with respect to any Mortgage Loan being limited to related  Liquidation
         Proceeds,  Condemnation  Proceeds,  Insurance  Proceeds  and such other  amounts as may be  collected  by the Company from the
         Mortgagor or otherwise  relating to the Mortgage Loan, it being  understood that, in the case of any such  reimbursement,  the
         Company's  right  thereto  shall be prior to the rights of  Purchaser  except  where the Company is required to  repurchase  a
         Mortgage Loan pursuant to Section 3.03, 3.05, 3.07 or 6.02, in which case the Company's right to such  reimbursement  shall be
         subsequent to the payment to the Purchasers of the Repurchase  Price pursuant to such sections and all other amounts  required
         to be paid to the Purchasers with respect to such Mortgage Loan;

                     to pay itself interest on funds deposited in the Custodial Account;

                     to reimburse itself for expenses incurred and reimbursable to it pursuant to Section 9.01;

                     to pay any amount  required to be paid pursuant to Section 4.16 related to any REO Property,  it being  understood
         that in the case of any such  expenditure or withdrawal  related to a particular REO Property,  the amount of such expenditure
         or withdrawal from the Custodial  Account shall be limited to amounts on deposit in the Custodial  Account with respect to the
         related REO Property;

                     to clear and terminate the Custodial Account upon the termination of this Agreement; and

                     to withdraw funds deposited in error.

                  In the event that the Custodial Account is interest bearing,  on each Remittance Date, the Company shall withdraw all
funds from the Custodial  Account  except for those amounts  which,  pursuant to Section 5.01, the Company is not obligated to remit on
such Remittance Date. The Company may use such withdrawn funds only for the purposes described in this Section 4.05.

                  Establishment of and Deposits to Escrow Account.

                  The Company shall  segregate  and hold all funds  collected  and received  pursuant to a Mortgage  Loan  constituting
Escrow  Payments  separate and apart from any of its own funds and general  assets and shall  establish and maintain one or more Escrow
Accounts,  in the form of time  deposit or demand  accounts,  titled,  "Countrywide  Home Loans,  Inc.,  in trust for the EMC  Mortgage
Corporation,  as purchaser of  Residential  Adjustable  Rate  Mortgage  Loans and various  Mortgagors".  The Escrow  Accounts  shall be
established with a Qualified  Depository,  in a manner which shall provide maximum available insurance  thereunder.  Funds deposited in
the Escrow  Account may be drawn on by the Company in  accordance  with  Section  4.07.  The  creation of any Escrow  Account  shall be
evidenced  by a  certification  in the form of Exhibit E-1 hereto,  in the case of an account  established  with the  Company,  or by a
letter agreement in the form of Exhibit E-2 hereto,  in the case of an account held by a depository  other than the Company.  A copy of
such certification shall be furnished to the Purchaser and, upon request, to any subsequent Purchaser.

                  The Company shall deposit in the Escrow Account or Accounts within two Business Days of receipt, and retain therein:

                     all Escrow  Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of
         any such items as required under the terms of this Agreement; and

                     all amounts  representing  Insurance Proceeds or Condemnation  Proceeds which are to be applied to the restoration
         or repair of any Mortgaged Property.

                  The Company shall make  withdrawals  from the Escrow  Account only to effect such payments as are required under this
Agreement,  as set forth in Section 4.07.  The Company  shall be entitled to retain any interest paid on funds  deposited in the Escrow
Account by the  depository  institution,  other than interest on escrowed  funds  required by law to be paid to the  Mortgagor.  To the
extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor  notwithstanding  that the Escrow Account may
be non-interest bearing or that interest paid thereon is insufficient for such purposes.

                  Permitted Withdrawals From Escrow Account.

                  Withdrawals from the Escrow Account or Accounts may be made by the Company only:

                     to effect  timely  payments of ground  rents,  taxes,  assessments,  water  rates,  mortgage  insurance  premiums,
         condominium charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage;

                     to reimburse the Company for any Servicing  Advances made by the Company  pursuant to Section 4.08 with respect to
         a related  Mortgage  Loan, but only from amounts  received on the related  Mortgage Loan which  represent late  collections of
         Escrow Payments thereunder;

                     to refund  to any  Mortgagor  any funds  found to be in  excess  of the  amounts  required  under the terms of the
         related Mortgage Loan;

                     for transfer to the Custodial  Account and  application  to reduce the  principal  balance of the Mortgage Loan in
         accordance with the terms of the related Mortgage and Mortgage Note;

                     for application to restoration or repair of the Mortgaged  Property in accordance with the procedures  outlined in
         Section 4.14;

                     to pay to the Company,  or any Mortgagor to the extent  required by law, any interest paid on the funds  deposited
         in the Escrow Account;

                     to clear and terminate the Escrow Account on the termination of this Agreement; and

                     to withdraw funds deposited in error.

                  Payment of Taxes, Insurance and Other Charges.

                  With respect to each Mortgage  Loan,  the Company shall  maintain  accurate  records  reflecting the status of ground
rents, taxes,  assessments,  water rates, sewer rents, and other charges which are or may become a lien upon the Mortgaged Property and
the status of PMI Policy  premiums  and fire and hazard  insurance  coverage  and shall  obtain,  from time to time,  all bills for the
payment of such charges  (including  renewal premiums) and shall effect payment thereof prior to the applicable  penalty or termination
date,  employing for such purpose  deposits of the Mortgagor in the Escrow Account which shall have been  estimated and  accumulated by
the Company in amounts  sufficient  for such purposes,  as allowed under the terms of the Mortgage.  To the extent that a Mortgage does
not provide for Escrow  Payments,  the Company shall  determine that any such payments are made by the Mortgagor at the time they first
become due. The Company  assumes full  responsibility  for the timely  payment of all such bills and shall effect timely payment of all
such charges  irrespective of each Mortgagor's  faithful  performance in the payment of same or the making of the Escrow Payments,  and
the Company shall make advances from its own funds to effect such payments.

                  Protection of Accounts.

                  The Company may transfer the Custodial  Account or the Escrow Account to a different  Qualified  Depository from time
to time.  Upon any such  transfer,  the Company shall  promptly  notify the Purchaser and deliver to the Purchaser a Custodial  Account
Certification or Escrow Account Certification (as applicable) in the form of Exhibit D-1 or E-1 to this agreement.

                  The Company  shall bear any expenses,  losses or damages  sustained by the  Purchaser  because the Custodial  Account
and/or the Escrow Account are not demand deposit accounts.

                  Amounts on deposit in the  Custodial  Account and the Escrow  Account may at the option of the Company be invested in
Eligible  Investments;  provided that in the event that amounts on deposit in the Custodial  Account or the Escrow  Account  exceed the
amount fully  insured by the FDIC (the  "Insured  Amount") the Company  shall be obligated to invest the excess amount over the Insured
Amount in Eligible  Investments on the same Business Day as such excess amount becomes  present in the Custodial  Account or the Escrow
Account.  Any such  Eligible  Investment  shall mature no later than the  Determination  Date next  following the date of such Eligible
Investment,  provided,  however,  that if such Eligible Investment is an obligation of a Qualified  Depository (other than the Company)
that maintains the Custodial  Account or the Escrow  Account,  then such Eligible  Investment may mature on such  Remittance  Date. Any
such  Eligible  Investment  shall be made in the name of the Company in trust for the benefit of the  Purchaser.  All income on or gain
realized  from any such  Eligible  Investment  shall be for the benefit of the Company and may be withdrawn at any time by the Company.
Any losses  incurred in respect of any such  investment  shall be  deposited in the  Custodial  Account or the Escrow  Account,  by the
Company out of its own funds immediately as realized.

                  Maintenance of Hazard Insurance.

                  The Company shall cause to be maintained  for each Mortgage Loan hazard  insurance  such that all buildings  upon the
Mortgaged  Property  are  insured by a  generally  acceptable  insurer  rated  A:VI or better in the  current  Best's Key Rating  Guide
("Best's")  against loss by fire,  hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged
Property is located,  in an amount  which is at least equal to the lesser of (i) the  replacement  value of the  improvements  securing
such Mortgage Loan and (ii) the greater of (a) the outstanding  principal  balance of the Mortgage Loan and (b) an amount such that the
proceeds thereof shall be sufficient to prevent the Mortgagor or the loss payee from becoming a co-insurer.

                  If a Mortgaged  Property is located in an area identified in the Federal  Register by the Flood Emergency  Management
Agency as having  special  flood  hazards (and such flood  insurance  has been made  available) a flood  insurance  policy  meeting the
requirements of the current  guidelines of the Federal  Insurance  Administration  is in effect with a generally  acceptable  insurance
carrier  rated A:VI or better in Best's in an amount  representing  coverage  equal to the lesser of (i) the minimum  amount  required,
under the terms of coverage,  to compensate  for any damage or loss on a replacement  cost basis (or the unpaid balance of the mortgage
if  replacement  cost  coverage is not available for the type of building  insured) and (ii) the maximum  amount of insurance  which is
available  under the Flood  Disaster  Protection  Act of 1973,  as amended.  If at any time during the term of the Mortgage  Loan,  the
Company  determines in accordance with  applicable law and pursuant to the Fannie Mae Guides that a Mortgaged  Property is located in a
special flood hazard area and is not covered by flood  insurance or is covered in an amount less than the amount  required by the Flood
Disaster  Protection Act of 1973, as amended,  the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood
insurance  coverage,  and if said Mortgagor  fails to obtain the required flood insurance  coverage  within  forty-five (45) days after
such notification, the Company shall immediately force place the required flood insurance on the Mortgagor's behalf.

                  If a Mortgage is secured by a unit in a condominium  project,  the Company shall verify that the coverage required of
the owner's  association,  including  hazard,  flood,  liability,  and fidelity  coverage,  is being maintained in accordance with then
current Fannie Mae  requirements,  and secure from the owner's  association its agreement to notify the Company  promptly of any change
in the  insurance  coverage or of any  condemnation  or  casualty  loss that may have a material  effect on the value of the  Mortgaged
Property as security.

                  The Company shall cause to be maintained on each Mortgaged Property earthquake or such other or additional  insurance
as may be  required  pursuant  to such  applicable  laws and  regulations  as shall at any time be in force and as shall  require  such
additional  insurance,  or pursuant to the requirements of any private mortgage guaranty insurer, or as may be required to conform with
Accepted Servicing Practices.

                  In the event that any Purchaser or the Company shall determine that the Mortgaged  Property should be insured against
loss or damage by hazards and risks not covered by the insurance  required to be  maintained by the Mortgagor  pursuant to the terms of
the Mortgage,  the Company shall  communicate  and consult with the Mortgagor  with respect to the need for such insurance and bring to
the Mortgagor's attention the desirability of protection of the Mortgaged Property.

                  All policies  required  hereunder  shall name the Company as loss payee and shall be endorsed  with standard or union
mortgagee clauses, without contribution,  which shall provide for at least 30 days prior written notice of any cancellation,  reduction
in amount or material change in coverage.

                  The Company shall not interfere with the Mortgagor's  freedom of choice in selecting either his insurance  carrier or
agent,  provided,  however,  that the  Company  shall not accept any such  insurance  policies  from  insurance  companies  unless such
companies are rated A:VI or better in Best's and are licensed to do business in the  jurisdiction  in which the  Mortgaged  Property is
located.  The Company shall determine that such policies  provide  sufficient risk coverage and amounts,  that they insure the property
owner, and that they properly describe the property  address.  The Company shall furnish to the Mortgagor a formal notice of expiration
of any such insurance in sufficient time for the Mortgagor to arrange for renewal coverage by the expiration date.

                  Pursuant to Section 4.04,  any amounts  collected by the Company  under any such  policies  (other than amounts to be
deposited in the Escrow Account and applied to the restoration or repair of the related  Mortgaged  Property,  or property  acquired in
liquidation of the Mortgage Loan, or to be released to the Mortgagor,  in accordance with the Company's normal servicing  procedures as
specified in Section 4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.

                  Maintenance of Mortgage Impairment Insurance.

                  In the event that the Company shall obtain and maintain a blanket  policy  insuring  against losses arising from fire
and hazards  covered under extended  coverage on all of the Mortgage  Loans,  then, to the extent such policy  provides  coverage in an
amount equal to the amount  required  pursuant to Section 4.10 and otherwise  complies with all other  requirements of Section 4.10, it
shall  conclusively  be deemed to have satisfied its  obligations  as set forth in Section 4.10.  Any amounts  collected by the Company
under any such policy  relating to a Mortgage  Loan shall be deposited  in the  Custodial  Account  subject to  withdrawal  pursuant to
Section 4.05.  Such policy may contain a deductible  clause,  in which case, in the event that there shall not have been  maintained on
the related  Mortgaged  Property a policy  complying  with Section 4.10, and there shall have been a loss which would have been covered
by such policy,  the Company  shall deposit in the  Custodial  Account at the time of such loss the amount not otherwise  payable under
the blanket  policy  because of such  deductible  clause,  such amount to deposited  from the Company's  funds,  without  reimbursement
therefor.  Upon request of any  Purchaser,  the Company  shall cause to be delivered  to such  Purchaser a certified  true copy of such
policy and a statement from the insurer  thereunder that such policy shall in no event be terminated or materially  modified without 30
days' prior written notice to such Purchaser.

                  Maintenance of Fidelity Bond and Errors and Omissions Insurance.

                  The Company shall maintain with responsible companies,  at its own expense, a blanket Fidelity Bond and an Errors and
Omissions  Insurance  Policy,  with broad coverage on all officers,  employees or other persons  acting in any capacity  requiring such
persons to handle funds, money,  documents or papers relating to the Mortgage Loans ("Company  Employees").  Any such Fidelity Bond and
Errors and  Omissions  Insurance  Policy shall be in the form of the Mortgage  Banker's  Blanket Bond and shall  protect and insure the
Company  against  losses,  including  forgery,  theft,  embezzlement,  fraud,  errors and omissions and negligent  acts of such Company
Employees.  Such Fidelity Bond and Errors and Omissions  Insurance  Policy also shall protect and insure the Company  against losses in
connection  with the release or satisfaction of a Mortgage Loan without having  obtained  payment in full of the  indebtedness  secured
thereby.  No provision of this Section 4.12  requiring such Fidelity Bond and Errors and Omissions  Insurance  Policy shall diminish or
relieve the Company  from its duties and  obligations  as set forth in this  Agreement.  The minimum  coverage  under any such bond and
insurance  policy shall be acceptable to Fannie Mae or Freddie Mac.  Upon the request of any  Purchaser,  the Company shall cause to be
delivered to such  Purchaser a certified  true copy of such fidelity bond and insurance  policy and a statement from the surety and the
insurer that such  fidelity bond and insurance  policy shall in no event be  terminated or materially  modified  without 30 days' prior
written notice to the Purchaser.

                  Inspections.

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

                  Restoration of Mortgaged Property.

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

                     the Company  shall  receive  satisfactory  independent  verification  of completion of repairs and issuance of any
         required approvals with respect thereto;

                     the Company shall take all steps  necessary to preserve the priority of the lien of the Mortgage,  including,  but
         not limited to requiring waivers with respect to mechanics' and materialmen's liens;

                     the Company shall verify that the Mortgage Loan is not in default; and

                     pending repairs or  restoration,  the Company shall place the Insurance  Proceeds or Condemnation  Proceeds in the
         Custodial Account.

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

                  Maintenance of PMI and LPMI Policy; Claims.

                  (a) With respect to each Mortgage Loan with a LTV in excess of 95%, the Company shall:

                  (i) with respect to Mortgage  Loans which are not LPMI Loans,  in accordance  with state and federal laws and without
any cost to the  Purchaser,  maintain  or cause the  Mortgagor  to maintain in full force and effect a PMI Policy with a minimum of 35%
coverage  insuring  that  portion  of the  Mortgage  Loan in  excess  of 68%  (or  such  other  percentage  as  stated  in the  related
Acknowledgment  Agreement)  of value,  and shall pay or shall cause the Mortgagor to pay the premium  thereon on a timely basis,  until
the LTV of such Mortgage Loan is reduced to 80%. In the event that such PMI Policy shall be  terminated,  the Company shall obtain from
another Qualified Insurer a comparable  replacement  policy,  with a total coverage equal to the remaining  coverage of such terminated
PMI Policy,  at  substantially  the same fee level. If the insurer shall cease to be a Qualified  Insurer,  the Company shall determine
whether  recoveries  under the PMI Policy are  jeopardized  for reasons  related to the financial  condition of such insurer,  it being
understood  that the Company  shall in no event have any  responsibility  or liability  for any failure to recover under the PMI Policy
for such reason.  If the Company  determines that recoveries are so  jeopardized,  it shall notify the Purchaser and the Mortgagor,  if
required,  and obtain from another Qualified Insurer a replacement  insurance policy. The Company shall not take any action which would
result in noncoverage  under any  applicable  PMI Policy of any loss which,  but for the actions of the Company would have been covered
thereunder.  In connection with any assumption or substitution  agreement  entered into or to be entered into pursuant to Section 4.01,
the Company shall promptly  notify the insurer under the related PMI Policy,  if any, of such  assumption or  substitution of liability
in  accordance  with the terms of such PMI Policy and shall take all actions  which may be required by such  insurer as a condition  to
the  continuation  of coverage under such PMI Policy.  If such PMI Policy is terminated as a result of such  assumption or substitution
of liability, the Company shall obtain a replacement PMI Policy as provided above.

                   (ii) with  respect to LPMI  Loans,  maintain in full force and effect an LPMI Policy  insuring  that  portion of the
Mortgage Loan with a minimum of 35% coverage  insuring that portion of the Mortgage Loan in excess of 68% (or such other  percentage as
stated in the related  Acknowledgment  Agreement) of value, and from time to time, withdraw the LPMI Fee with respect to such LPMI Loan
from the Custodial  Account in order to pay the premium  thereon on a timely  basis,  until the LTV of such Mortgage Loan is reduced to
80%. In the event that the interest  payments  made with respect to any LPMI Loan are less than the LPMI Fee, the Company shall advance
from its own funds the amount of any such  shortfall in the LPMI Fee, in payment of the premium on the related  LPMI  Policy.  Any such
advance shall be a Servicing  Advance subject to reimbursement  pursuant to the provisions on Section 2.05. In the event that such LPMI
Policy shall be terminated,  the Company shall obtain from another  Qualified  Insurer a comparable  replacement  policy,  with a total
coverage equal to the remaining  coverage of such terminated  LPMI Policy,  at  substantially  the same fee level. If the insurer shall
cease to be a Qualified  Insurer,  the Company shall  determine  whether  recoveries  under the LPMI Policy are jeopardized for reasons
related to the financial  condition of such insurer,  it being understood that the Company shall in no event have any responsibility or
liability  for any  failure to recover  under the LPMI  Policy for such  reason.  If the  Company  determines  that  recoveries  are so
jeopardized,  it shall notify the Purchaser and the Mortgagor,  if required,  and obtain from another  Qualified  Insurer a replacement
insurance  policy.  The Company shall not take any action which would result in  noncoverage  under any  applicable  LPMI Policy of any
loss which,  but for the actions of the Company would have been covered  thereunder.  In connection with any assumption or substitution
agreement  entered into or to be entered  into  pursuant to Section  6.01,  the Company  shall  promptly  notify the insurer  under the
related LPMI Policy,  if any, of such  assumption or  substitution  of liability in  accordance  with the terms of such LPMI Policy and
shall take all actions which may be required by such insurer as a condition to the  continuation of coverage under such PMI Policy.  If
such LPMI Policy is terminated  as a result of such  assumption or  substitution  of liability,  the Company shall obtain a replacement
LPMI Policy as provided above.

                  (b)      In connection  with its  activities  as servicer,  the Company  agrees to prepare and present,  on behalf of
itself and the Purchaser,  claims to the insurer under any PMI Policy or LPMI Policy in a timely  fashion in accordance  with the terms
of such PMI Policy or LPMI Policy and, in this  regard,  to take such action as shall be  necessary  to permit  recovery  under any PMI
Policy or LPMI Policy  respecting a defaulted  Mortgage Loan.  Pursuant to Section 4.04, any amounts collected by the Company under any
PMI Policy or LPMI Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

                  (c)      Purchaser,  in its sole  discretion,  at any time,  may (i) either  obtain an  additional  PMI Policy on any
Mortgage  Loan which  already has a PMI Policy in place,  or (ii) obtain a PMI Policy for any Mortgage Loan which does not already have
a PMI Policy in place.  In any event,  the Company  agrees to  administer  such PMI Policies in  accordance  with the  Agreement or any
Reconstitution Agreement.

                  Title, Management and Disposition of REO Property.

                  In the event that title to any Mortgaged  Property is acquired in foreclosure or by deed in lieu of foreclosure,  the
deed or certificate  of sale shall be taken in the name of the Purchaser,  or in the event the Purchaser is not authorized or permitted
to hold title to real  property  in the state  where the REO  Property  is located,  or would be  adversely  affected  under the "doing
business" or tax laws of such state by so holding  title,  the deed or certificate of sale shall be taken in the name of such Person or
Persons as shall be  consistent  with an Opinion of Counsel  obtained by the Company from any attorney duly licensed to practice law in
the state where the REO Property is located.  The Person or Persons  holding such title other than the Purchaser  shall  acknowledge in
writing that such title is being held as nominee for the Purchaser.

                  The Company shall manage,  conserve,  protect and operate each REO Property for the Purchaser  solely for the purpose
of its prompt  disposition and sale. The Company,  either itself or through an agent selected by the Company,  shall manage,  conserve,
protect and operate the REO Property in the same manner that it manages,  conserves,  protects and operates other  foreclosed  property
for its own account,  and in the same manner that  similar  property in the same  locality as the REO Property is managed.  The Company
shall  attempt  to sell the same  (and may  temporarily  rent the same for a period  not  greater  than one year,  except as  otherwise
provided below) on such terms and conditions as the Company deems to be in the best interest of the Purchaser.

                  The Company  shall use its best  efforts to dispose of the REO  Property as soon as possible  and shall sell such REO
Property in any event  within one year after title has been taken to such REO  Property,  unless (i) (A) a REMIC  election has not been
made with respect to the  arrangement  under which the Mortgage Loans and the REO Property are held,  and (ii) the Company  determines,
and gives an  appropriate  notice to the Purchaser to such effect,  that a longer period is necessary  for the orderly  liquidation  of
such REO  Property.  If a period  longer than one year is  permitted  under the  foregoing  sentence  and is  necessary to sell any REO
Property the Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property.

                  The Company  shall also  maintain on each REO Property fire and hazard  insurance  with  extended  coverage in amount
which is at least equal to the maximum  insurable  value of the  improvements  which are a part of such property,  liability  insurance
and, to the extent  required and available under the Flood Disaster  Protection Act of 1973, as amended,  flood insurance in the amount
required above.

                  The  disposition  of REO  Property  shall be  carried  out by the  Company  at such  price,  and upon such  terms and
conditions,  as the Company  deems to be in the best  interests of the  Purchaser.  The  proceeds of sale of the REO Property  shall be
promptly  deposited in the Custodial Account.  As soon as practical  thereafter the expenses of such sale shall be paid and the Company
shall reimburse itself for any related unreimbursed  Servicing Advances,  unpaid Servicing Fees and unreimbursed advances made pursuant
to Section 5.03, and on the  Remittance  Date  immediately  following the Principal  Prepayment  Period in which such sale proceeds are
received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser.

                  The  Company  shall  withdraw  the  Custodial  Account  funds  necessary  for the proper  operation,  management  and
maintenance of the REO Property,  including the cost of maintaining any hazard  insurance  pursuant to Section 4.10 and the fees of any
managing agent of the Company,  a Subservicer,  or the Company itself. The REO management fee shall be an amount that is reasonable and
customary in the area where the Mortgaged  Property is located.  The Company shall make monthly  distributions  on each Remittance Date
to the  Purchasers  of the net cash flow from the REO  Property  (which  shall equal the  revenues  from such REO  Property  net of the
expenses  described  in this  Section  4.16 and of any  reserves  reasonably  required  from time to time to be  maintained  to satisfy
anticipated liabilities for such expenses).

                  Real Estate Owned Reports.

                  Together with the  statement  furnished  pursuant to Section  5.02,  the Company shall furnish to the Purchaser on or
before the  Remittance  Date each month a statement  with respect to any REO Property  covering the  operation of such REO Property for
the  previous  month and the  Company's  efforts in  connection  with the sale of such REO Property and any rental of such REO Property
incidental to the sale thereof for the previous month.  That statement shall be accompanied by such other  information as the Purchaser
shall reasonably request.

                  Liquidation Reports.

                  Upon the foreclosure sale of any Mortgaged  Property or the acquisition  thereof by the Purchaser  pursuant to a deed
in lieu of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property.

                  Reports of Foreclosures and Abandonments of Mortgaged Property.

                  Following the foreclosure  sale or abandonment of any Mortgaged  Property,  the Company shall report such foreclosure
or abandonment as required pursuant to Section 6050J of the Code.

                  Notification of Adjustments.

                  With respect to each Mortgage Loan, the Company shall adjust the Mortgage  Interest Rate on the related Interest Rate
Adjustment  Date and shall adjust the Monthly Payment on the related  Payment  Adjustment  Date in compliance with the  requirements of
applicable law and the related  Mortgage and Mortgage Note. If,  pursuant to the terms of the Mortgage Note,  another index is selected
for determining  the Mortgage  Interest Rate, the same index will be used with respect to each Mortgage Note which requires a new index
to be selected,  provided  that such  selection  does not  conflict  with the terms of the related  Mortgage  Note.  The Company  shall
execute and deliver  any and all  necessary  notices  required  under  applicable  law and the terms of the related  Mortgage  Note and
Mortgage  regarding the Mortgage  Interest Rate and the Monthly  Payment  adjustments.  The Company shall promptly upon written request
thereof,  deliver to the Purchaser such  notifications  and any additional  applicable data regarding such  adjustments and the methods
used to calculate and implement such  adjustments.  Upon the discovery by the Company,  or the Purchaser that the Company has failed to
adjust a Mortgage  Interest Rate or a Monthly  Payment  pursuant to the terms of the related  Mortgage  Note and Mortgage,  the Company
shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss caused the Purchaser thereby.




                                                         PAYMENTS TO PURCHASER


                  Remittances.

                  On each Remittance Date the Company shall remit by wire transfer of immediately  available funds to the Purchaser (a)
all  amounts  deposited  in the  Custodial  Account as of the close of business on the  Determination  Date (net of charges  against or
withdrawals  from the Custodial  Account  pursuant to Section  4.05),  plus (b) all amounts,  if any, which the Company is obligated to
distribute  pursuant to Section  5.03,  minus (c) any amounts  attributable  to Principal  Prepayments  received  after the  applicable
Principal  Prepayment Period which amounts shall be remitted on the following  Remittance Date,  together with any additional  interest
required to be deposited in the Custodial Account in connection with such Principal  Prepayment in accordance with Section  4.04(viii),
and minus (d) any amounts  attributable  to Monthly  Payments  collected but due on a Due Date or Dates  subsequent to the first day of
the month of the  Remittance  Date,  which amounts shall be remitted on the  Remittance  Date next  succeeding  the Due Period for such
amounts.

                  With respect to any remittance  received by the Purchaser after the second Business Day following the Business Day on
which such payment was due,  the Company  shall pay to the  Purchaser  interest on any such late payment at an annual rate equal to the
Prime Rate,  adjusted as of the date of each change,  plus three  percentage  points,  but in no event greater than the maximum  amount
permitted by applicable  law. Such  interest  shall be deposited in the Custodial  Account by the Company on the date such late payment
is made and shall cover the period  commencing  with the day  following  such second  Business  Day and ending with the Business Day on
which such  payment  is made,  both  inclusive.  Such  interest  shall be  remitted  along  with the  distribution  payable on the next
succeeding  Remittance  Date. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a
waiver of any Event of Default by the Company.

                  Statements to Purchaser.

                  Not later than the 10th day of each calendar month,  the Company shall furnish to the Purchaser a Monthly  Remittance
Advice,  with a trial balance report attached thereto,  in the form of Exhibit F annexed hereto  electronic medium mutually  acceptable
to the parties as  to  the preceding calendar month and the Due Period in the month of remittance

                  In addition,  not more than 60 days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements  of applicable  federal
income tax law as to the  aggregate  of  remittances  for the  applicable  portion of such year.  Nothing in this Section 5.02 shall be
deemed to require the  Company to prepare  any  federal  income tax return on Internal  Revenue  Service  Form 1066,  U.S.  Real Estate
Mortgage  Investment Conduit Income Tax Return,  including  Schedule Q thereto,  Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any REMIC under the REMIC Provisions.

                  Monthly Advances by Company.

                  On the  Business  Day  immediately  preceding  each  Remittance  Date,  either (a) the Company  shall  deposit in the
Custodial  Account from its own funds or (b) if funds are on deposit in the Custodial  Account which are not required to be remitted on
the related  Remittance  Date,  the Company may make an  appropriate  entry in its records that such funds shall be applied  toward the
related  Monthly  Advance  (provided,  that any funds so applied  shall be  replaced  by the  Company no later  than the  Business  Day
immediately  preceding the next  Remittance  Date), in each case, in an aggregate  amount equal to all Monthly  Payments (with interest
adjusted to the Mortgage Loan  Remittance  Rate) which were due on the Mortgage  Loans during the  applicable Due Period and which were
delinquent at the close of business on the immediately  preceding  Determination  Date or which were deferred pursuant to Section 4.01.
The Company's  obligation to make such Monthly  Advances as to any Mortgage  Loan will  continue  through the last Monthly  Payment due
prior to the  payment  in full of the  Mortgage  Loan,  or  through  the last  Remittance  Date  prior to the  Remittance  Date for the
distribution of all Liquidation  Proceeds and other payments or recoveries  (including  Insurance  Proceeds and Condemnation  Proceeds)
with respect to the Mortgage Loan.

                   In no event  shall the  Company be  obligated  to make an advance  under  this  section  5.03 if at the time of such
advance it deems such advance to be  non-recoverable.  The Company shall  promptly  deliver an officer's  certificate  to the Purchaser
upon  determining  that any advance is  non-recoverable.  In the event that upon  liquidation  of the Mortgage  Loan,  the  Liquidation
Proceeds are  insufficient to reimburse the Company for any Monthly  Advances,  the Company shall notify the related  Purchaser of such
shortfall by registered mail with sufficient  supporting  documentation and shall have the right to deduct such shortfall from the next
remittance to be paid to the related Purchaser.




                                                     GENERAL SERVICING PROCEDURES


                  Transfers of Mortgaged Property.

                  The Company shall use its best efforts to enforce any "due-on-sale"  provision  contained in any Mortgage or Mortgage
Note and to deny  assumption  by the  person  to whom the  Mortgaged  Property  has been or is  about to be sold  whether  by  absolute
conveyance or by contract of sale,  and whether or not the Mortgagor  remains  liable on the Mortgage and the Mortgage  Note.  When the
Mortgaged Property has been conveyed by the Mortgagor,  the Company shall, to the extent it has knowledge of such conveyance,  exercise
its rights to accelerate the maturity of such Mortgage Loan under the  "due-on-sale"  clause  applicable  thereto,  provided,  however,
that the Company  shall not exercise  such rights if  prohibited by law from doing so or if the exercise of such rights would impair or
threaten to impair any recovery under the related PMI or LPMI Policy, if any.

                  If the Company  reasonably  believes it is unable under  applicable  law to enforce such  "due-on-sale"  clause,  the
Company  shall enter into (i) an  assumption  and  modification  agreement  with the person to whom such  property  has been  conveyed,
pursuant to which such person becomes liable under the Mortgage Note and the original  Mortgagor  remains liable thereon or (ii) in the
event the Company is unable under  applicable law to require that the original  Mortgagor remain liable under the Mortgage Note and the
Company has the prior consent of the primary mortgage  guaranty  insurer,  a substitution of liability  agreement with the purchaser of
the  Mortgaged  Property  pursuant to which the original  Mortgagor  is released  from  liability  and the  purchaser of the  Mortgaged
Property is  substituted  as Mortgagor and becomes liable under the Mortgage Note. If an assumption fee is collected by the Company for
entering  into an  assumption  agreement,  a  portion  of such fee,  up to an amount  equal to one  percent  (1.0%) of the  outstanding
principal balance of the related Mortgage Loan, will be retained by the Company as additional servicing  compensation,  and any portion
thereof in excess one percent (1.0%) shall be deposited in the Custodial  Account for the benefit of the Purchaser.  In connection with
any such assumption or substitution of liability,  neither the Mortgage  Interest Rate borne by the related  Mortgage Note, the term of
the Mortgage Loan, the Index, the Lifetime  Mortgage  Interest Rate Cap, the Initial Rate Cap or the Gross Margin of any Mortgage Loan,
nor the outstanding principal amount of the Mortgage Loan shall be changed.

                  To the extent that any Mortgage Loan is assumable,  the Company shall inquire diligently into the creditworthiness of
the proposed  transferee,  and shall use the underwriting  criteria for approving the credit of the proposed  transferee which are used
by Fannie Mae with  respect to  underwriting  mortgage  loans of the same type as the  Mortgage  Loans.  If the credit of the  proposed
transferee does not meet such  underwriting  criteria,  the Company  diligently  shall, to the extent  permitted by the Mortgage or the
Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.

                  Satisfaction of Mortgages and Release of Mortgage Files.

                  Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a  notification  that payment in full
will be escrowed in a manner customary for such purposes,  the Company shall notify the Purchaser in the Monthly  Remittance  Advice as
provided in Section  5.02,  and may request the release of any Mortgage  Loan  Documents.  In  connection  with any such  prepayment in
full, the Company shall comply with all applicable laws regarding satisfaction, release or reconveyance with respect to the Mortgage.

                  If the Company  satisfies or releases a Mortgage  without first having obtained  payment in full of the  indebtedness
secured by the Mortgage or should the Company  otherwise  prejudice any rights the  Purchaser may have under the mortgage  instruments,
upon written  demand of the  Purchaser,  the Company shall  repurchase  the related  Mortgage Loan at the  Repurchase  Price by deposit
thereof in the Custodial  Account  within 2 Business Days of receipt of such demand by the  Purchaser.  The Company shall  maintain the
Fidelity Bond and Errors and Omissions  Insurance  Policy as provided for in Section 4.12 insuring the Company  against any loss it may
sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

                  Servicing Compensation.

                  As compensation for its services  hereunder,  the Company shall be entitled to withdraw from the Custodial Account or
to retain from  interest  payments on the Mortgage  Loans the amount of its Servicing  Fee. The Servicing Fee shall be payable  monthly
and shall be computed on the basis of the same  unpaid  principal  balance  and for the period  respecting  which any related  interest
payment on a Mortgage  Loan is computed.  The  Servicing  Fee shall be payable  only at the time of and with respect to those  Mortgage
Loans for which  payment is in fact made of the entire  amount of the Monthly  Payment.  The  obligation  of the  Purchaser  to pay the
Servicing Fee is limited to, and payable solely from, the interest portion of such Monthly Payments collected by the Company.

                  Additional  servicing  compensation in the form of assumption  fees, to the extent provided in Section 6.01, and late
payment  charges  and  Prepayment  Penalties,  shall be  retained by the  Company to the extent not  required  to be  deposited  in the
Custodial  Account.  The Company  shall be required to pay all expenses  incurred by it in  connection  with its  servicing  activities
hereunder and shall not be entitled to reimbursement  thereof except as specifically provided for herein.  Notwithstanding  anything in
this Agreement to the contrary,  in the event of a Principal  Prepayment in full, the Company shall not waive, and shall not permit the
waiver of, any  Prepayment  Penalty or portion  thereof  required  by the terms of the  related  Mortgage  Note  unless (i) the Company
determines that such waiver would maximize  recovery of Liquidations  Proceeds for such Mortgage Loan, taking into account the value of
such  Prepayment  Penalty,  or  (ii)  (A)  the  enforeceability  therefore  is  limited  (1)  by  bankruptcy,  insolvency,  moratorium,
receivership,  or other  similar  law  relating  to  creditors'  rights  generally  or (2) due to  acceleration  in  connection  with a
foreclosure or other involuntary payment or (B) the enforceability is otherwise limited or prohibited by applicable law.

                  Annual Statement as to Compliance.

                  The Company  shall  deliver to the  Purchaser,  on or before May 31 each year  beginning  May 31, 2003,  an Officer's
Certificate,  stating that (i) a review of the  activities of the Company during the preceding  calendar year and of performance  under
this Agreement has been made under such officer's  supervision,  and (ii) the Company has complied fully with the provisions of Article
II and Article  IV, and (iii) to the best of such  officer's  knowledge,  based on such  review,  the  Company  has  fulfilled  all its
obligations  under this  Agreement  throughout  such year, or, if there has been a default in the  fulfillment of any such  obligation,
specifying  each such  default  known to such  officer and the nature and status  thereof and the action  being taken by the Company to
cure such default.

                  Annual Independent Public Accountants' Servicing Report.

                  On or before May 31st of each year  beginning  May 31,  2003,  the  Company,  at its  expense,  shall cause a firm of
independent  public  accountants which is a member of the American  Institute of Certified Public Accountants to furnish a statement to
each  Purchaser to the effect that such firm has  examined  certain  documents  and records  relating to the  servicing of the Mortgage
Loans and this  Agreement  and that such firm is of the opinion  that the  provisions  of Article II and Article IV have been  complied
with,  and that, on the basis of such  examination  conducted  substantially  in  compliance  with the Single  Attestation  Program for
Mortgage  Bankers,  nothing has come to their  attention  which would indicate that such servicing has not been conducted in compliance
therewith,  except for (i) such exceptions as such firm shall believe to be immaterial,  and (ii) such other exceptions as shall be set
forth in such statement.

                  Right to Examine Company Records.

                  The Purchaser shall have the right to examine and audit any and all of the books,  records,  or other  information of
the Company,  whether held by the Company or by another on its behalf,  with respect to or  concerning  this  Agreement or the Mortgage
Loans,  during business hours or at such other times as may be reasonable  under  applicable  circumstances,  upon  reasonable  advance
notice.




                                                AGENCY TRANSFER; PASS-THROUGH TRANSFER


                  Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Through Transfer on
                                    One or More Reconstitution Dates.

                  The  Purchaser and the Company agree that with respect to any  Pass-Through  Transfer,  Whole Loan Transfer or Agency
Transfers,  as applicable,  the Company shall  cooperate  with the Purchaser in effecting  such  transfers and shall  negotiate in good
faith and execute any  Reconstitution  Agreement  required to effectuate the foregoing;  provided that, such  Reconstitution  Agreement
shall not materially  increase the Company's  obligations  or  liabilities  hereunder,  nor diminish any of the Company's  rights,  and
provide to any master  servicer or the trustee,  as applicable,  and/or the Purchaser any and all publicly  available  information  and
appropriate  verification of information which may be reasonably available to the Company,  whether through letters of its auditors and
counsel or otherwise,  as the  Purchaser,  trustee or a master  servicer shall  reasonable  request as to the related  Mortgage  Loans.
Purchaser shall reimburse Company for any and all costs or expenses incurred by Company (i) in obtaining  "accountant  comfort letters"
with  respect to  information  supplied in response to Purchaser  requests,  (ii) in  connection  with any due  diligence  performed in
connection  with a  Pass-Through  or Whole Loan Transfer or (iii) making the Mortgage Loan  Documents or Servicing  Files  available to
parties  participating in a Pass-Through or Whole Loan Transfer,  including  without  limitation,  shipping costs. Such information may
be included in any disclosure document prepared in connection with the Pass-Through  Transfer,  Whole Loan Transfer or Agency Transfer,
as  applicable;  provided,  however,  that Company  shall  indemnify  the  Purchaser  against any  liability  arising from any material
omissions or misstatements in any information  supplied by the Company and included in a disclosure  document;  and provided,  further,
that the Purchaser  shall indemnify the Company against any liability  arising from any information  included in a disclosure  document
that was not supplied by the Company.  The Company shall execute any Reconstitution  Agreements  required within a reasonable period of
time after  receipt of such  agreements  which time shall be  sufficient  for the  Company  and the  Company's  counsel to review  such
agreements.  Company shall use its Best Efforts to complete  such review  within ten (10)  Business  Days after mutual  agreement as to
the terms thereof, but such time shall not exceed fifteen (15) Business Days after mutual agreement as to the terms thereof.

                  The Company shall not be required to restate any  representations  and warranties as of the date of any  Pass-Through
Transfer,  Whole Loan Transfer or Agency Transfers other than the  representations  and warranties set forth in Section 3.01 (provided,
that the Company shall not be required to restate the representation and warranty set forth in Section 3.01(j)).

                  In the event of any Agency  Transfer,  Pass-Through  or Whole Loan Transfer,  the Company shall have no obligation to
pay any custodial fees charged by the Agency.

                  Purchaser's Repurchase and Indemnification Obligations.

                  Upon  receipt by the  Company of notice from  Fannie  Mae,  Freddie  Mac or the trustee of a breach of any  Purchaser
representation or warranty  contained in any  Reconstitution  Agreement or a request by Fannie Mae, Freddie Mac or the trustee,  as the
case may be, for the repurchase of any Mortgage Loan  transferred  to Fannie Mae or Freddie Mac pursuant to an Agency  Transfer or to a
trustee  pursuant to a Pass-Through  Transfer,  the Company shall promptly  notify the Purchaser of same and shall, at the direction of
the  Purchaser,  use its best  efforts to cure and  correct  any such  breach and to satisfy  the  requests  or concerns of Fannie Mae,
Freddie Mac, or the trustee related to such  deficiencies of the related Mortgage Loans  transferred to Fannie Mae, Freddie Mac, or the
trustee.

                  The Purchaser shall  repurchase from the Company any Mortgage Loan  transferred to Fannie Mae or Freddie Mac pursuant
to an Agency  Transfer or to a trustee  pursuant to a  Pass-Through  Transfer  with  respect to which the Company has been  required by
Fannie Mae,  Freddie Mac, or the trustee to repurchase  due to a breach of a  representation  or warranty  made by the  Purchaser  with
respect to the Mortgage  Loans, or the servicing  thereof prior to the transfer date to Fannie Mae,  Freddie Mac, or the trustee in any
Reconstitution  Agreement  and not due to a breach of the  Company's  representations  or  obligations  thereunder  or pursuant to this
Agreement.  The repurchase  price to be paid by the Purchaser to the Company shall equal that  repurchase  price paid by the Company to
Fannie Mae,  Freddie Mac, or the third party  purchaser plus all reasonable  costs and expenses borne by the Company in connection with
the cure of said breach of a  representation  or warranty made by the Purchaser and in connection  with the repurchase of such Mortgage
Loan from Fannie Mae, Freddie Mac, or the trustee, including, but not limited to, reasonable and necessary attorneys' fees.

                  At the time of  repurchase,  the  Custodian and the Company shall  arrange for the  reassignment  of the  repurchased
Mortgage Loan to the Purchaser  according to the  Purchaser's  instructions  and the delivery to the Custodian of any documents held by
Fannie Mae,  Freddie  Mac,  or the  trustee  with  respect to the  repurchased  Mortgage  Loan  pursuant to the related  Reconstitution
Agreement.  In the event of a  repurchase,  the Company  shall,  simultaneously  with such  reassignment,  give  written  notice to the
Purchaser  that such  repurchase  has taken  place,  and amend the  related  Mortgage  Loan  Schedule  to reflect  the  addition of the
repurchased  Mortgage Loan to this Agreement.  In connection  with any such addition,  the Company and the Purchaser shall be deemed to
have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement.




                                                         COMPANY TO COOPERATE


                  Provision of Information.

                  During the term of this  Agreement and provided such request will cause the Company to violate any  applicable law or
statute,  the Company shall furnish to the Purchaser such periodic,  special,  or other reports or information  and copies or originals
of any documents  contained in the Servicing  File for each Mortgage Loan,  whether or not provided for herein,  as shall be necessary,
reasonable,  or appropriate with respect to the Purchaser,  any regulatory  requirement  pertaining to the Purchaser or the purposes of
this Agreement.  All such reports,  documents or information  shall be provided by and in accordance  with all reasonable  instructions
and directions which the Purchaser may give.  Purchaser shall pay any costs related to any special reports.

                  The Company shall execute and deliver all such  instruments  and take all such action as the Purchaser may reasonably
request from time to time, in order to effectuate the purposes and to carry out the terms of this Agreement.

                  Financial Statements; Servicing Facility.

                  In connection  with  marketing the Mortgage  Loans,  the  Purchaser may make  available to a prospective  Purchaser a
Consolidated  Statement of Operations of the Company for the most  recently  completed  five fiscal years for which such a statement is
available,  as well as a  Consolidated  Statement of Condition  at the end of the last two fiscal  years  covered by such  Consolidated
Statement of  Operations.  The Company also shall make available any comparable  interim  statements to the extent any such  statements
have been prepared by or on behalf of the Company (and are available upon request to members or  stockholders  of the Company or to the
public at large).  If it has not  already  done so, the  Company  shall  furnish  promptly  to the  Purchaser  copies of the  statement
specified  above.  Unless  requested  the  Purchaser,  the Company  shall not be required to deliver any  documents  which are publicly
available on EDGAR.

                  The Company also shall make available to Purchaser or prospective  Purchaser a knowledgeable  financial or accounting
officer for the purpose of answering  questions  respecting recent  developments  affecting the Company or the financial  statements of
the Company,  and to permit any  prospective  Purchaser to inspect the Company's  servicing  facilities or those of any Subservicer for
the purpose of satisfying  such  prospective  Purchaser that the Company and any  Subservicer  have the ability to service the Mortgage
Loans as provided in this Agreement.




                                                              THE COMPANY


                  Indemnification; Third Party Claims.

                  The Company  shall  indemnify  the  Purchaser  and hold it harmless  against  any and all  claims,  losses,  damages,
penalties,  fines, and  forfeitures,  including,  but not limited to reasonable and necessary legal fees and related costs,  judgments,
and any other costs,  fees and expenses  that the Purchaser may sustain in any way related to the failure of the Company to (a) perform
its duties and service the  Mortgage  Loans in strict  compliance  with the terms of this  Agreement  or any  Reconstitution  Agreement
entered into pursuant to Section 7.01,  and/or (b) comply with applicable law. The Company  immediately shall notify the Purchaser if a
claim is made by a third party with respect to this Agreement or any  Reconstitution  Agreement or the Mortgage  Loans,  shall promptly
notify  Fannie Mae,  Freddie Mac, or the trustee  with  respect to any claim made by a third party with  respect to any  Reconstitution
Agreement,  assume (with the prior written  consent of the  Purchaser) the defense of any such claim and pay all expenses in connection
therewith,  including  counsel fees,  and promptly  pay,  discharge and satisfy any judgment or decree in the amount of $5,000 or less,
which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written  instructions  received
from the Purchaser in connection with such claim.  The Purchaser  promptly shall  reimburse the Company for all amounts  advanced by it
pursuant to the preceding  sentence  except when the claim is in any way related to the Company's  indemnification  pursuant to Section
3.03,  or the failure of the Company to (a) service and  administer  the  Mortgage  Loans in strict  compliance  with the terms of this
Agreement or any Reconstitution Agreement, and/or (b) comply with applicable law.

                  Merger or Consolidation of the Company.

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

                  Any person  into which the Company  may be merged or  consolidated,  or any  corporation  resulting  from any merger,
conversion or  consolidation to which the Company shall be a party, or any Person  succeeding to the business of the Company,  shall be
the  successor  of the Company  hereunder,  without the  execution  or filing of any paper or any further act on the part of any of the
parties hereto,  anything herein to the contrary  notwithstanding,  provided,  however, that the successor or surviving Person shall be
an  institution  (i) having a net worth of not less than  $25,000,000,  (ii) whose  deposits are insured by the FDIC through the BIF or
the SAIF, and (iii) which is a Fannie Mae-approved company in good standing.

                  Limitation on Liability of Company and Others.

                  Neither  the Company  nor any of the  directors,  officers,  employees  or agents of the  Company  shall be under any
liability  to the  Purchaser  for any action  taken or for  refraining  from the taking of any  action in good faith  pursuant  to this
Agreement, or for errors in judgment,  provided,  however, that this provision shall not protect the Company or any such person against
any Breach of warranties or  representations  made herein, or failure to perform its obligations in strict compliance with any standard
of care set forth in this  Agreement,  or any  liability  which  would  otherwise  be  imposed by reason of any breach of the terms and
conditions of this  Agreement.  The Company and any director,  officer,  employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly  executed and submitted by any Person respecting any matters arising  hereunder.  The Company
shall not be under any  obligation to appear in,  prosecute or defend any legal action which is not incidental to its duties to service
the Mortgage  Loans in accordance  with this  Agreement and which in its opinion may involve it in any expense or liability,  provided,
however,  that the Company may, with the consent of the  Purchaser,  undertake any such action which it may deem necessary or desirable
in respect to this  Agreement  and the rights and duties of the  parties  hereto.  In such  event,  the  Company  shall be  entitled to
reimbursement from the Purchaser of the reasonable legal expenses and costs of such action.

                  Limitation on Resignation and Assignment by Company.

                  The Purchaser has entered into this Agreement with the Company and subsequent  Purchasers  will purchase the Mortgage
Loans in reliance upon the independent status of the Company,  and the representations as to the adequacy of its servicing  facilities,
plant, personnel,  records and procedures,  its integrity,  reputation and financial standing, and the continuance thereof.  Therefore,
the Company shall neither  assign this Agreement or the servicing  hereunder or delegate its rights or duties  hereunder or any portion
hereof (to other than a Subservicer)  or sell or otherwise  dispose of all or  substantially  all of its property or assets without the
prior written consent of the Purchaser,  which consent shall be granted or withheld in the sole discretion of the Purchaser;  provided,
however,  that the Company may assign its right and  obligations  hereunder  to any entity  that is  directly  or  indirectly  owned or
controlled by the Company and the Company guarantees the performance by such entity of all obligations hereunder.

                  The Company shall not resign from the  obligations  and duties hereby  imposed on it except by mutual  consent of the
Company and the Purchaser or upon the determination  that its duties hereunder are no longer  permissible under applicable law and such
incapacity cannot be cured by the Company.  Any such  determination  permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect  delivered to the Purchaser  which  Opinion of Counsel  shall be in form and substance  acceptable to
the Purchaser.  No such  resignation  shall become  effective until a successor shall have assumed the Company's  responsibilities  and
obligations hereunder in the manner provided in Section 12.01.

                  Without in any way limiting the  generality of this Section  9.04, in the event that the Company  either shall assign
this Agreement or the servicing  responsibilities  hereunder or delegate its duties  hereunder or any portion  thereof (to other than a
Subservicer) or sell or otherwise dispose of all or substantially  all of its property or assets,  without the prior written consent of
the  Purchaser,  then the Purchaser  shall have the right to terminate  this Agreement upon notice given as set forth in Section 10.01,
without any payment of any penalty or damages and without any liability whatsoever to the Company or any third party.




                                                                DEFAULT


                  Events of Default.

                  Each of the following shall constitute an Event of Default on the part of the Company:

                     any  failure by the  Company to remit to the  Purchaser  any  payment  required to be made under the terms of this
         Agreement  which  continues  unremedied  for a period of three days after the date upon which written  notice of such failure,
         requiring the same to be remedied, shall have been given to the Company by the Purchaser; or

                     failure  by the  Company  duly to  observe  or  perform in any  material  respect  any other of the  covenants  or
         agreements on the part of the Company set forth in this  Agreement  which  continues  unremedied for a period of 30 days after
         the date on which written notice of such failure,  requiring the same to be remedied,  shall have been given to the Company by
         the Purchaser; or

                     failure by the Company to maintain its license to do business in any jurisdiction  where the Mortgage  Property is
         located if such license is necessary for the Company to legally service the related Mortgage Loan; or

                     a decree or order of a court or agency or  supervisory  authority  having  jurisdiction  for the  appointment of a
         conservator or receiver or liquidator in any insolvency,  readjustment  of debt,  including  bankruptcy,  marshaling of assets
         and liabilities or similar proceedings,  or for the winding-up or liquidation of its affairs,  shall have been entered against
         the Company and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or

                     the Company  shall consent to the  appointment  of a  conservator  or receiver or  liquidator  in any  insolvency,
         readjustment  of debt,  marshaling of assets and  liabilities  or similar  proceedings  of or relating to the Company or of or
         relating to all or substantially all of its property; or

                     the Company  shall admit in writing its  inability to pay its debts  generally as they become due, file a petition
         to take advantage of any applicable  insolvency,  bankruptcy or reorganization  statute, make an assignment for the benefit of
         its creditors,  voluntarily  suspend  payment of its  obligations or cease its normal  business  operations for three Business
         Days; or

                     the Company ceases to meet the qualifications of a Fannie Mae lender or servicer; or

                     the Company fails to maintain a minimum net worth of $25,000,000; or

                     the Company  attempts to assign its right to servicing  compensation  hereunder or the Company  attempts,  without
         the  consent of the  Purchaser,  to sell or  otherwise  dispose of all or  substantially  all of its  property or assets or to
         assign this Agreement or the servicing  responsibilities  hereunder or to delegate its duties hereunder or any portion thereof
         (to other than a Subservicer) in violation of Section 9.04.

                  In each and every such case, so long as an Event of Default shall not have been  remedied,  in addition to whatsoever
rights the Purchaser may have at law or equity to damages,  including  injunctive relief and specific  performance,  the Purchaser,  by
notice in writing to the Company,  may terminate all the rights and  obligations  of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof.

                  Upon receipt by the Company of such written  notice,  all authority  and power of the Company  under this  Agreement,
whether with respect to the Mortgage  Loans or otherwise,  shall pass to and be vested in the successor  appointed  pursuant to Section
12.01.  Upon written request from any Purchaser,  the Company shall prepare,  execute and deliver to the successor entity designated by
the Purchaser any and all documents and other  instruments,  place in such  successor's  possession all Mortgage Files, and do or cause
to be done all other acts or things  necessary or appropriate to effect the purposes of such notice of  termination,  including but not
limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents,  at the Company's sole expense.  The
Company shall  cooperate  with the Purchaser and such  successor in effecting the  termination  of the Company's  responsibilities  and
rights  hereunder,  including  without  limitation,  the transfer to such successor for  administration by it of all cash amounts which
shall at the time be credited by the Company to the  Custodial  Account or Escrow  Account or  thereafter  received with respect to the
Mortgage Loans.

                  Waiver of Defaults.

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




                                                              TERMINATION


                  Termination.


                  This Agreement shall terminate upon either:  (i) the later of the final payment or other  liquidation (or any advance
with respect  thereto) of the last Mortgage Loan or the  disposition of any REO Property with respect to the last Mortgage Loan and the
remittance of all funds due hereunder; or (ii) mutual consent of the Company and the Purchaser in writing.

                  Termination Without Cause.

                  The Purchaser  may  terminate,  at its sole option,  any rights the Company may have  hereunder,  without  cause,  as
provided in this Section 11.02.  Any such notice of termination  shall be in writing and delivered to the Company by registered mail as
provided in Section 12.05.

                  In the event the Purchaser  terminates the Company  without cause with respect to some or all of the Mortgage  Loans,
the  Purchaser  shall be required to pay to the  Company a  Termination  Fee in an amount  equal to 2.0% of the  outstanding  principal
balance of the terminated Mortgage Loans as of the date of such termination.




                                                       MISCELLANEOUS PROVISIONS


                  Successor to Company.

                  Prior to termination  of the Company's  responsibilities  and duties under this Agreement  pursuant to Sections 9.04,
10.01,  11.01 (ii) or pursuant to Section  11.02 after the 90 day period has expired,  the Purchaser  shall,  (i) succeed to and assume
all of the Company's  responsibilities,  rights,  duties and obligations  under this Agreement,  or (ii) appoint a successor having the
characteristics  set forth in clauses (i)  through  (iii) of Section  9.02 and which shall  succeed to all rights and assume all of the
responsibilities,  duties and liabilities of the Company under this Agreement  prior to the termination of Company's  responsibilities,
duties and  liabilities  under this  Agreement.  In  connection  with such  appointment  and  assumption,  the  Purchaser may make such
arrangements  for the  compensation  of such successor out of payments on Mortgage Loans as it and such successor  shall agree.  In the
event that the  Company's  duties,  responsibilities  and  liabilities  under  this  Agreement  should be  terminated  pursuant  to the
aforementioned  sections,  the Company shall  discharge  such duties and  responsibilities  during the period from the date it acquires
knowledge of such  termination  until the effective  date thereof with the same degree of diligence and prudence  which it is obligated
to  exercise  under this  Agreement,  and shall  take no action  whatsoever  that might  impair or  prejudice  the rights or  financial
condition  of its  successor.  The  resignation  or removal of the Company  pursuant to the  aforementioned  sections  shall not become
effective  until a  successor  shall be  appointed  pursuant  to this  Section  12.01 and shall in no event  relieve the Company of the
representations  and  warranties  made pursuant to Sections 3.01 and 3.02 and the remedies  available to the Purchaser  under  Sections
3.03,  3.04, 3.05 and 3.07, it being  understood and agreed that the provisions of such Sections 3.01,  3.02, 3.03, 3.04, 3.05 and 3.07
shall be applicable to the Company  notwithstanding  any such sale,  assignment,  resignation  or  termination  of the Company,  or the
termination of this Agreement.

                  Any  successor  appointed  as  provided  herein  shall  execute,  acknowledge  and  deliver to the Company and to the
Purchaser an instrument  accepting such appointment,  wherein the successor shall make the  representations and warranties set forth in
Section 3.01,  except for  subsections  (f), (h), (i) and (k) thereof,  whereupon such successor shall become fully vested with all the
rights,  powers,  duties,  responsibilities,  obligations and liabilities of the Company,  with like effect as if originally named as a
party to this  Agreement.  Any  termination or  resignation  of the Company or termination of this Agreement  pursuant to Section 9.04,
10.01,  11.01 or 11.02 shall not affect any claims  that any  Purchaser  may have  against  the  Company  arising out of the  Company's
actions or failure to act prior to any such termination or resignation.

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

                  Upon a  successor's  acceptance  of  appointment  as such,  the Company  shall  notify by mail the  Purchaser of such
appointment in accordance with the procedures set forth in Section 12.05.

                  Amendment.

                  This Agreement may be amended from time to time by the Company and the Purchaser by written  agreement  signed by the
Company and the Purchaser.

                  Governing Law.

                  This  Agreement  shall  be  construed  in  accordance  with  the  laws of the  State  of New  York and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

                  Duration of Agreement.

                  This  Agreement  shall continue in existence and effect until  terminated as herein  provided.  This Agreement  shall
continue notwithstanding transfers of the Mortgage Loans by the Purchaser.

                  Notices.

                  All demands,  notices and communications hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:

                     if to the Company:

                           Countrywide Home Loans, Inc.,
                           4500 Park Grenada
                           Calabasas, CA 91302
                           Attention: David Spector

         or such other address as may hereafter be furnished to the Purchaser in writing by the Company;

                     if to Purchaser:

         EMC Mortgage Corporation
                           Mac Arthur Ridge II
                           909 Hidden Ridge Drive, Suite 200
                           Irving, Texas 75014-1358
                           Attention:  Ralene Ruyle

                  Severability of Provisions.

                  If any one or more of the covenants, agreements,  provisions or terms of this Agreement shall be held invalid for any
reason  whatsoever,  then such  covenants,  agreements,  provisions or terms shall be deemed  severable  from the remaining  covenants,
agreements,  provisions or terms of this Agreement and shall in no way affect the validity or  enforceability  of the other  provisions
of this Agreement.

                  Relationship of Parties.

                  Nothing herein  contained  shall be deemed or construed to create a partnership or joint venture  between the parties
hereto and the services of the Company shall be rendered as an independent contractor and not as agent for the Purchaser.

                  Execution; Successors and Assigns.

                  This  Agreement  may be  executed  in one or more  counterparts  and by the  different  parties  hereto  on  separate
counterparts,  each of which, when so executed,  shall be deemed to be an original; such counterparts,  together,  shall constitute one
and the same  agreement.  Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the
Purchaser and their respective successors and assigns.

                  Recordation of Assignments of Mortgage.

                  To the extent  permitted by applicable  law, each of the  Assignments  of Mortgage is subject to  recordation  in all
appropriate  public offices for real property records in all the counties or other comparable  jurisdictions in which any or all of the
Mortgaged Properties are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected
at the Company's  expense in the event  recordation is either  necessary under applicable law or requested by the Purchaser at its sole
option accordance with Section 14 of the Purchase Agreement.

                  Assignment by Purchaser.

                  The Purchaser shall have the right,  without the consent of the Company but subject to the limit set forth in Section
2.02 hereof,  to assign,  in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate  any person to  exercise  any rights of the  Purchaser  hereunder,  by  executing  an  Assignment  and  Assumption  Agreement
substantially in the form of Exhibit G hereto.  Upon such assignment of rights and assumption of obligations,  the assignee or designee
shall  accede to the rights and  obligations  hereunder  of the  Purchaser  with respect to such  Mortgage  Loans and the  Purchaser as
assignor  shall be  released  from all  obligations  hereunder  with  respect  to such  Mortgage  Loans from and after the date of such
assignment and assumption. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

                  No Personal Solicitation.

                  From and after the related  Closing  Date,  the Company  hereby  agrees that it will not take any action or permit or
cause any action to be taken by any of its agents or affiliates,  or by any independent  contractors or independent  mortgage brokerage
companies on the Company's behalf, to personally,  by telephone or mail,  solicit the Mortgagor under any Mortgage Loan for the purpose
of  refinancing  such Mortgage Loan;  provided,  that the Company may solicit any Mortgagor for whom the Company has received a request
for  verification of mortgage,  a request for demand for payoff, a mortgagor  initiated  written or verbal  communication  indicating a
desire to prepay the related Mortgage Loan, or the mortgagor  initiates a title search,  provided further,  it is understood and agreed
that promotions  undertaken by the Company or any of its affiliates which (i) concern optional  insurance  products or other additional
projects,  (ii) are directed to the general  public at large,  including,  without  limitation,  mass  mailings  based on  commercially
acquired mailing lists, newspaper,  radio and television  advertisements,  (iii) are directed to mortgagors who have a specific type of
mortgage (i.e.,  balloon Mortgage Loans,  LIBOR Mortgage Loans,  etc.) or (iv) directed to those mortgagors whose mortgages fall within
specific  interest  rate  ranges  shall not  constitute  solicitation  under this  Section  12.11 nor is the  Company  prohibited  from
responding to unsolicited  requests or inquiries  made by a Mortgagor or an agent of a Mortgagor.  Notwithstanding  the foregoing,  the
following  solicitations,  if  undertaken by the Company or any  affiliate of the Company,  shall not be prohibited  under this Section
12.11:  (i)  solicitations  that are directed to the general public at large,  including,  without  limitation,  mass mailings based on
commercially  acquired  mailing lists and newspaper,  radio,  television and other mass media  advertisements;  (ii) borrower  messages
included on, and statement inserts provided with, the monthly statements sent to Mortgagors;  provided,  however, that similar messages
and inserts are sent to the borrowers of other mortgage loans serviced by the Company.




                  IN WITNESS  WHEREOF,  the Company and the Purchaser  have caused their names to be signed hereto by their  respective
officers thereunto duly authorized as of the day and year first above written.


                                                          EMC MORTGAGE CORPORATION


                                                          By: _____________________________________________________

                                                          Name: Ralene Ruyle

                                                          Title:   President



                                                          COUNTRYWIDE HOME LOANS, INC.

                                                          By: _____________________________________________________

                                                          Name: ___________________________________________________

                                                          Title: __________________________________________________






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


                  On the __ day of  ________,  200_ before me, a Notary  Public in and for said State,  personally  appeared  ________,
known to me to be Vice President of EMC Mortgage  Corporation,  the federal savings association that executed the within instrument and
also  known to me to be the  person  who  executed  it on behalf of said  corporation,  and  acknowledged  to me that such  corporation
executed the within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand affixed my office seal the day and year in this  certificate  first
above written.



                                                          _________________________________________________________
                                                          Notary Public


                                                          My Commission expires ___________________________________






STATE OF                            )
                                    ) ss.:
COUNTY OF __________                )


                  On the __ day of _______,  200_ before me, a Notary  Public in and for said State,  personally  appeared  __________,
known to me to be  ______________  of Countrywide Home Loans,  Inc. the corporation that executed the within  instrument and also known
to me to be the person who  executed it on behalf of said  corporation,  and  acknowledged  to me that such  corporation  executed  the
within instrument.

                  IN WITNESS  WHEREOF,  I have hereunto set my hand affixed my office seal the day and year in this  certificate  first
above written.



                                                          _________________________________________________________
                                                          Notary Public


                                                          My Commission expires ___________________________________




                                                               EXHIBIT A

                                                        MORTGAGE LOAN SCHEDULE





                                                               EXHIBIT B

                                                    CONTENTS OF EACH MORTGAGE FILE

                  With respect to each Mortgage  Loan,  the Mortgage File shall  include each of the  following  items,  which shall be
available for inspection by the Purchaser and any  prospective  Purchaser,  and which shall be retained by the Company in the Servicing
File or delivered to the Custodian pursuant to Section 2.01 and 2.03 of the Seller's  Warranties and Servicing  Agreement to which this
Exhibit is attached (the "Agreement"):

1.       The original  Mortgage Note bearing all intervening  endorsements,  endorsed "Pay to the order of _________  without recourse"
                  and signed in the name of the Company by an  authorized  officer (in the event that the Mortgage Loan was acquired by
                  the Company in a merger,  the signature must be in the following form:  "Countrywide Home Loans,  Inc.,  successor by
                  merger to [name of  predecessor]";  and in the event that the Mortgage Loan was acquired or originated by the Company
                  while doing business under another name, the signature must be in the following form:  "Countrywide Home Loans, Inc.,
                  formerly known as [previous name]").

2.       The original of any guarantee executed in connection with the Mortgage Note (if any).

3.       The original  Mortgage,  with evidence of recording  thereon.  If in connection  with any Mortgage  Loan,  the Company  cannot
                  deliver or cause to be delivered the original  Mortgage with evidence of recording thereon on or prior to the related
                  Closing Date because of a delay caused by the public  recording  office where such  Mortgage has been  delivered  for
                  recordation  or because  such  Mortgage has been lost or because such public  recording  office  retains the original
                  recorded  Mortgage,  the Company  shall  deliver or cause to be  delivered  to the  Custodian,  a  photocopy  of such
                  Mortgage,  together with (i) in the case of a delay caused by the public recording office,  an Officer's  Certificate
                  of the Company  stating  that such  Mortgage has been  dispatched  to the  appropriate  public  recording  office for
                  recordation and that the original  recorded  Mortgage or a copy of such Mortgage  certified by such public  recording
                  office to be a true and complete copy of the original recorded  Mortgage will be promptly  delivered to the Custodian
                  upon receipt thereof by the Company;  or (ii) in the case of a Mortgage where a public  recording  office retains the
                  original  recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a
                  copy of such Mortgage  certified by such public  recording  office or by the title insurance  company that issued the
                  title policy to be a true and complete copy of the original recorded Mortgage.

4.       The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon.

5.       The original  Assignment of Mortgage for each Mortgage  Loan, in form and substance  acceptable  for  recording,  delivered in
                  blank.  If the Mortgage  Loan was acquired by the Company in a merger,  the  Assignment  of Mortgage  must be made by
                  "Countrywide  Home Loans,  Inc.,  successor by merger to [name of predecessor]." If the Mortgage Loan was acquired or
                  originated  by the  Company  while  doing  business  under  another  name,  the  Assignment  of  Mortgage  must be by
                  "Countrywide Home Loans, Inc., formerly known as [previous name]."

6.       Originals of all  intervening  assignments  of the Mortgage with  evidence of recording  thereon,  or if any such  intervening
                  assignment has not been returned from the applicable  recording  office or has been lost or if such public  recording
                  office retains the original recorded  assignments of mortgage,  the Company shall deliver or cause to be delivered to
                  the Custodian,  a photocopy of such  intervening  assignment,  together with (i) in the case of a delay caused by the
                  public  recording  office,  an Officer's  Certificate  of the Company  stating that such  intervening  assignment  of
                  mortgage has been  dispatched to the  appropriate  public  recording  office for  recordation  and that such original
                  recorded  intervening  assignment of mortgage or a copy of such intervening  assignment of mortgage  certified by the
                  appropriate  public recording office or by the title insurance  company that issued the title policy to be a true and
                  complete  copy of the  original  recorded  intervening  assignment  of  mortgage  will be promptly  delivered  to the
                  Custodian  upon  receipt  thereof by the Company;  or (ii) in the case of an  intervening  assignment  where a public
                  recording office retains the original recorded intervening  assignment or in the case where an intervening assignment
                  is lost after  recordation in a public  recording  office, a copy of such  intervening  assignment  certified by such
                  public recording office to be a true and complete copy of the original recorded intervening assignment.

7.       The original mortgagee policy of title insurance or attorney's opinion of title and abstract of title.

8.       Any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

9.       The original hazard insurance policy and, if required by law, flood insurance  policy,  in accordance with Section 4.10 of the
                  Agreement.

10.      Residential loan application.

11.      Mortgage Loan closing statement.

12.      Verification of employment and income.

13.      Verification of acceptable evidence of source and amount of downpayment.

14.      Credit report on the Mortgagor.

15.      Residential appraisal report.

16.      Photograph of the Mortgaged Property.

17.      Survey of the Mortgaged Property.

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

19.      All required disclosure statements.

20.      If available, termite report, structural engineer's report, water potability and septic certification.

21.      Sales contract.

22.      Tax receipts,  insurance premium  receipts,  ledger sheets,  payment history from date of origination,  insurance claim files,
                  correspondence,  current and historical  computerized data files, and all other processing,  underwriting and closing
                  papers and records  which are  customarily  contained in a mortgage  loan file and which are required to document the
                  Mortgage Loan or to service the Mortgage Loan.

                  In the event an Officer's  Certificate of the Company is delivered to the Custodian  because of a delay caused by the
public  recording  office in returning  any recorded  document,  the Company  shall  deliver to the  Custodian,  within 180 days of the
related Closing Date, an Officer's  Certificate which shall (i) identify the recorded  document,  (ii) state that the recorded document
has not been  delivered to the Custodian due solely to a delay caused by the public  recording  office,  (iii) state the amount of time
generally required by the applicable  recording office to record and return a document submitted for recordation,  and (iv) specify the
date the applicable  recorded  document will be delivered to the  Custodian.  The Company shall be required to deliver to the Custodian
the  applicable  recorded  document by the date  specified  in (iv) above.  An  extension  of the date  specified  in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.



                                                               EXHIBIT C

                                                        MORTGAGE LOAN DOCUMENTS

                  The Mortgage  Loan  Documents  for each  Mortgage  Loan shall  include each of the  following  items,  which shall be
delivered to the  Custodian  pursuant to Section  2.01 of the  Seller's  Warranties  and  Servicing  Agreement to which this Exhibit is
annexed (the "Agreement"):

23.      the  original  Mortgage  Note  bearing  all  intervening  endorsements,  endorsed  "Pay to the order of  ___________,  without
recourse"  and  signed in the name of the  Company by an  authorized  officer.  To the extent  that there is no room on the face of the
Mortgage  Note for  endorsements,  the  endorsement  may be contained on an allonge,  if state law so allows.  If the Mortgage Loan was
acquired by the  Company in a merger,  the  endorsement  must be by  "Countrywide  Home Loans,  Inc.,  successor  by merger to [name of
predecessor]."  If the  Mortgage  Loan was  acquired or  originated  by the Company  while  doing  business  under  another  name,  the
endorsement must be by "Countrywide Home Loans, Inc., formerly known as [previous name]";

24.      the original of any guarantee executed in connection with the Mortgage Note;

25.      the original Mortgage with evidence of recording  thereon,  and the original  recorded power of attorney,  if the Mortgage was
executed pursuant to a power of attorney, with evidence of recording thereon;

26.      the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon;

27.      the original  Assignment of Mortgage for each Mortgage  Loan, in form and substance  acceptable  for  recording,  delivered in
blank,  or the original  Assignment  of Mortgage in  recordable  form into MERS.  If the Mortgage Loan was acquired by the Company in a
merger,  the Assignment of Mortgage must be made by "Countrywide  Home Loans,  Inc.,  successor by merger to [name of predecessor]." If
the Mortgage Loan was acquired or originated by the Company while doing  business  under another name,  the Assignment of Mortgage must
be by "Countrywide Home Loans, Inc., formerly known as [previous name];"

28.      the  originals  of all  intervening  assignments  of  mortgage  with  evidence of  recording  thereon,  including  warehousing
assignments, if any;

29.      the original mortgagee title insurance policy;

30.      such other documents as the Purchaser may require.




                                                              EXHIBIT D-1

                                                    CUSTODIAL ACCOUNT CERTIFICATION

                                                                                                            _____________________, 200_

                  Countrywide  Home Loans,  Inc. hereby  certifies that it has  established the account  described below as a Custodial
Account  pursuant to Section  4.04 of the Seller's  Warranties  and  Servicing  Agreement,  dated as of September 1, 2002,  Residential
Adjustable Rate Mortgage Loans.

Title of Account: Countrywide Home Loans, Inc. in trust for the Purchaser

Account Number:   _______________

Address of office or branch
of the Company at
which Account is maintained:                             __________________________________________________________

                                                         __________________________________________________________

                                                         __________________________________________________________

                                                         __________________________________________________________


                                                          Countrywide Home Loans, Inc.

                                                          Company


                                                          By: _____________________________________________________

                                                          Name: ___________________________________________________

                                                          Title: __________________________________________________




                                                              EXHIBIT D-2

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                                                                                _________________, 200_


To:      _________________________________________________

__________________________________________________________

__________________________________________________________
         (the "Depository")

                  As Company  under the Seller's  Warranties  and  Servicing  Agreement,  dated as of  September  1, 2002,  Residential
Adjustable Rate Mortgage Loans (the "Agreement"),  we hereby authorize and request you to establish an account,  as a Custodial Account
pursuant to Section 4.04 of the Agreement,  to be designated as "[Servicer]  in trust for the Purchaser - Residential  Adjustable  Rate
Mortgage  Loans." All deposits in the account shall be subject to withdrawal  therefrom by order signed by the Company.  You may refuse
any deposit which would result in violation of the  requirement  that the account be fully insured as described  below.  This letter is
submitted to you in duplicate. Please execute and return one original to us.


                                                          [COUNTRYWIDE HOME LOANS, INC.]




                                                          By: _____________________________________________________

                                                          Name: ___________________________________________________

                                                          Title: __________________________________________________

                                                          Date:____________________________________________________





                  The undersigned, as Depository,  hereby certifies that the above described account has been established under Account
Number  __________,  at the office of the  Depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above. The full amount deposited at any time in the account will be insured by the Federal Deposit  Insurance  Corporation  through the
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").



                                                          _________________________________________________________
                                                          Depository


                                                          By: _____________________________________________________

                                                          Name: ___________________________________________________

                                                          Title: __________________________________________________

                                                          Date:____________________________________________________




                                                              EXHIBIT E-1

                                                     ESCROW ACCOUNT CERTIFICATION

                                                                                                               __________________, 200_

                  Countrywide  Home Loans,  Inc.  hereby  certifies that it has  established  the account  described below as an Escrow
Account  pursuant to Section  4.06 of the Seller's  Warranties  and  Servicing  Agreement,  dated as of September 1, 2002,  Residential
Adjustable Rate Mortgage Loans.

Title of Account:_"Countrywide Home Loans, Inc. in trust for the Purchaser and various Mortgagors."

Account Number:__________________

Address of office or branch
of the Company at
which Account is maintained:                             __________________________________________________________

                                                         __________________________________________________________

                                                         __________________________________________________________

                                                         __________________________________________________________


                                                          [COUNTRYWIDE HOME LOANS, INC.]




                                                          By: _____________________________________________________

                                                          Name: ___________________________________________________

                                                          Title: __________________________________________________






                                                              EXHIBIT E-2

                                                    ESCROW ACCOUNT LETTER AGREEMENT

                                                                                                              ___________________, 200_


To:      _________________________________________________

__________________________________________________________

__________________________________________________________
         (the "Depository")

                  As Company  under the  Seller's  Warranties  and  Servicing  Agreement,  dated as of  September  1, 2002  Residential
Adjustable Rate Mortgage Loans (the  "Agreement"),  we hereby  authorize and request you to establish an account,  as an Escrow Account
pursuant to Section 4.07 of the Agreement,  to be designated as "[Servicer],  in trust for the Purchaser - Residential  Adjustable Rate
Mortgage  Loans." All deposits in the account shall be subject to withdrawal  therefrom by order signed by the Company.  You may refuse
any deposit which would result in violation of the  requirement  that the account be fully insured as described  below.  This letter is
submitted to you in duplicate. Please execute and return one original to us.


                                                          [COUNTRYWIDE HOME LOANS, INC.]




                                                          By: _____________________________________________________

                                                          Name: ___________________________________________________

                                                          Title: __________________________________________________

                                                          Date:____________________________________________________




                  The undersigned, as Depository,  hereby certifies that the above described account has been established under Account
Number ______,  at the office of the Depository  indicated  above,  and agrees to honor  withdrawals on such account as provided above.
The full amount  deposited at any time in the account will be insured by the Federal  Deposit  Insurance  Corporation  through the Bank
Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").



                                                          _________________________________________________________
                                                          Depository


                                                          By: _____________________________________________________

                                                          Name: ___________________________________________________

                                                          Title: __________________________________________________

                                                          Date:____________________________________________________




                                                               EXHIBIT F

                                                       MONTHLY REMITTANCE ADVICE





                                                               EXHIBIT G

                                                       ASSIGNMENT AND ASSUMPTION

                                                                                                                _________________, 200_

                  ASSIGNMENT AND  ASSUMPTION,  dated  __________,  between  __________________________________,  a  ___________________
corporation  having  an  office  at  __________________  ("Assignor")  and   _________________________________,   a  __________________
corporation having an office at __________________ ("Assignee"):

                  For and in  consideration  of the sum of TEN  DOLLARS  ($10.00)  and other  valuable  consideration  the  receipt and
sufficiency  of which hereby are  acknowledged,  and of the mutual  covenants  herein  contained,  the parties  hereto  hereby agree as
follows:

(vii)    The  Assignor  hereby  grants,  transfers  and assigns to  Assignee  all of the right,  title and  interest  of  Assignor,  as
purchaser,  in, to and under that certain Seller's Warranties and Servicing Agreement,  Residential Adjustable Rate Mortgage Loans (the
"Seller's  Warranties  and  Servicing  Agreement"),  dated as of  September  1, 2002,  by and between  EMC  Mortgage  Corporation  (the
"Purchaser"),  and Countrywide  Home Loans,  Inc. (the  "Company"),  and the Mortgage Loans delivered  thereunder by the Company to the
Assignor.

(viii)   The Assignor warrants and represents to, and covenants with, the Assignee that:

a.       The Assignor is the lawful owner of the  Mortgage  Loans with the full right to transfer the Mortgage  Loans free from any and
all claims and encumbrances whatsoever;

b.       The Assignor has not received notice of, and has no knowledge of, any offsets,  counterclaims  or other defenses  available to
the Company with respect to the Seller's Warranties and Servicing Agreement or the Mortgage Loans;

c.       The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other  modification  of, the Seller's
Warranties and Servicing  Agreement,  the Custodial  Agreement or the Mortgage Loans,  including without limitation the transfer of the
servicing  obligations under the Seller's  Warranties and Servicing  Agreement.  The Assignor has no knowledge of, and has not received
notice of, any waivers under or amendments or other  modifications  of, or  assignments of rights or  obligations  under,  the Seller's
Warranties and Servicing Agreement or the Mortgage Loans; and

d.       Neither the Assignor nor anyone  acting on its behalf has offered,  transferred,  pledged,  sold or otherwise  disposed of the
Mortgage  Loans,  any  interest in the Mortgage  Loans or any other  similar  security  to, or  solicited  any offer to buy or accept a
transfer,  pledge or other  disposition of the Mortgage Loans,  any interest in the Mortgage Loans or any other similar  security from,
or otherwise  approached  or negotiated  with respect to the Mortgage  Loans,  any interest in the Mortgage  Loans or any other similar
security with, any person in any manner,  or made any general  solicitation by means of general  advertising or in any other manner, or
taken any other action which would  constitute a distribution  of the Mortgage Loans under the Securities Act of 1933 (the "33 Act") or
which would render the  disposition  of the  Mortgage  Loans a violation  of Section 5 of the 33 Act or require  registration  pursuant
thereto.

(ix)     The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:

e.       The Assignee agrees to be bound, as Purchaser,  by all of the terms,  covenants and conditions of the Seller's  Warranties and
Servicing Agreement,  the Mortgage Loans and the Custodial Agreement,  and from and after the date hereof, the Assignee assumes for the
benefit of each of the Company and the Assignor all of the Assignor's obligations as Purchaser thereunder;

f.       The Assignee  understands  that the Mortgage Loans have not been  registered  under the 33 Act or the  securities  laws of any
state;

g.       The  purchase  price being paid by the  Assignee  for the  Mortgage  Loans are in excess of $250,000  and will be paid by cash
remittance of the full purchase price within 60 days of the sale;

h.       The Assignee is acquiring the Mortgage  Loans for  investment  for its own account only and not for any other person.  In this
connection,  neither the Assignee  nor any Person  authorized  to act  therefor has offered the Mortgage  Loans by means of any general
advertising  or general  solicitation  within the meaning of Rule 502(c) of U.S.  Securities  and  Exchange  Commission  Regulation  D,
promulgated under the 1933 Act;

i.       The Assignee  considers  itself a substantial,  sophisticated  institutional  investor having such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans;

j.       The Assignee has been furnished with all  information  regarding the Mortgage Loans that it has requested from the Assignor or
the Company;

k.       Neither the Assignee nor anyone  acting on its behalf has offered,  transferred,  pledged,  sold or otherwise  disposed of the
Mortgage  Loans,  any  interest in the Mortgage  Loans or any other  similar  security  to, or  solicited  any offer to buy or accept a
transfer,  pledge or other  disposition of the Mortgage Loans,  any interest in the Mortgage Loans or any other similar  security from,
or otherwise  approached  or negotiated  with respect to the Mortgage  Loans,  any interest in the Mortgage  Loans or any other similar
security  with, any person in any manner which would  constitute a  distribution  of the Mortgage Loans under the 33 Act or which would
render the  disposition  of the Mortgage Loans a violation of Section 5 of the 33 Act or require  registration  pursuant  thereto,  nor
will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and

l.       Either:  (1) the  Assignee  is not an employee  benefit  plan  ("Plan")  within the  meaning of section  3(3) of the  Employee
Retirement  Income Security Act of 1974, as amended  ("ERISA") or a plan (also "Plan") within the meaning of section  4975(e)(1) of the
Internal  Revenue Code of 1986  ("Code"),  and the Assignee is not directly or indirectly  purchasing  the Mortgage Loans on behalf of,
investment  manager  of, as named  fiduciary  of, as Trustee  of, or with  assets of, a Plan;  or (2) the  Assignee's  purchase  of the
Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.

m.       The  Assignee's  address for  purposes  of all  notices and  correspondence  related to the  Mortgage  Loans and the  Seller's
Warranties and Servicing Agreement is:

                  ___________________________________
                  ___________________________________
                  ___________________________________

                  Attention:_________________________

                  The Assignee's wire transfer  instructions for purposes of all remittances and payments related to the Mortgage Loans
and the Seller's Warranties and Servicing Agreement are:

                  ___________________________________
                  ___________________________________
                  ___________________________________



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



_____________________________________________________        _____________________________________________________
Assignor                                                     Assignee
By:__________________________________________________        By: _________________________________________________

Its:_________________________________________________        Its: ________________________________________________




                                                               EXHIBIT H

                                                        UNDERWRITING GUIDELINES




                                                               EXHIBIT I

                                                       ACKNOWLEDGMENT AGREEMENT


                  On this ____ day of  ____________,  200_, EMC Mortgage  Corporation,  (the  "Purchaser")  as the Purchaser under that
certain  Seller's  Warranties and Servicing  Agreement  dated as of September 1, 2002,  (the  "Agreement"),  does hereby  contract with
Countrywide  Home Loans Inc.  (the  "Company")  as Company  under the  Agreement,  for the  servicing  responsibilities  related to the
Mortgage  Loans  listed  on  the  related  Mortgage  Loan  Schedule   attached  hereto.   The  Company  hereby  accepts  the  servicing
responsibilities  transferred  hereby and on the date hereof  assumes all  servicing  responsibilities  related to the  Mortgage  Loans
identified on the related  Mortgage Loan Schedule all in accordance  with the  Agreement.  The contents of each Servicing File required
to be  delivered  to service  the  Mortgage  Loans  pursuant to the  Agreement  have been or shall be  delivered  to the Company by the
Purchaser in accordance with the terms of the Agreement.

                  With  respect to the  Mortgage  Loans  made  subject to the  Agreement  hereby,  the  related  Closing  Date shall be
___________________.

                  All other terms and conditions of this transaction shall be governed by the Agreement.

                  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

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

                  IN WITNESS  WHEREOF,  the Purchaser  and the Company have caused their names to be signed hereto by their  respective
officers thereunto duly authorized as of the day and year first above written.

                                            PURCHASER:
                                            EMC MORTGAGE CORPORATION

                                            By:_________________________________________
                                            Name:_______________________________________
                                            Title:______________________________________

                                            SELLER:
                                            COUNTRYWIDE HOME LOANS, INC.

                                            By:_________________________________________
                                            Name:_______________________________________
                                            Title:______________________________________



                                                           AMENDMENT REG AB
                                      TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT


                  This is Amendment Reg AB ("Amendment Reg AB"),  dated as of January 1, 2006, by and between EMC Mortgage  Corporation
(the  "Purchaser"),  and Countrywide  Home Loans,  Inc. (the "Company") to that certain  Seller's  Warranties and Servicing  Agreement]
dated as of September  1, 2002 by and between the Company and the  Purchaser  (as amended,  modified or  supplemented,  the  "Existing
Agreement").

W I T N E S S E T H

                  WHEREAS,  the Company and the Purchaser  have agreed,  subject to the terms and  conditions of this  Amendment Reg AB
that the Existing Agreement be amended to reflect agreed upon revisions to the terms of the Existing Agreement.

                  Accordingly,  the  Company and the  Purchaser  hereby  agree,  in  consideration  of the mutual  premises  and mutual
obligations set forth herein, that the Existing Agreement is hereby amended as follows:

1.       Capitalized  terms used herein but not  otherwise  defined  shall have the meanings set forth in the Existing  Agreement.  The
Existing Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

         Commission:  The United States Securities and Exchange Commission.

         Company Information:  As defined in Section 2(g)(i)(A)(1).

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

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

         Master Servicer:  With respect to any Securitization  Transaction,  the "master  servicer," if any,  identified in the related
transaction documents.

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

         Reconstitution:  Any Securitization Transaction or Whole Loan Transfer.

         Reconstitution  Agreement:  An agreement or  agreements  entered into by the Company and the  Purchaser  and/or  certain third
parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans serviced under the Agreement.

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

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

         Securitization  Transaction:  Any transaction  subject to Regulation AB involving  either (1) a sale or other transfer of some
or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly  offered,  rated or
unrated  mortgage-backed  securities or (2) an issuance of publicly  offered,  rated or unrated  securities,  the payments on which are
determined primarily by reference to one or more portfolios of residential  mortgage loans consisting,  in whole or in part, of some or
all of the Mortgage Loans.

         Servicer:  As defined in Section 2(c)(iii).

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

         Static Pool Information:  Static pool information as described in Item 1105 of Regulation AB.

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

         Subservicer:  Any Person that services  Mortgage Loans on behalf of the Company or any  Subservicer and is responsible for the
performance  (whether directly or through  Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this  Agreement or any  Reconstitution  Agreement  that are identified in Item 1122(d) of
Regulation AB; provided,  however,  that the term  "Subservicer"  shall not include any master servicer other than the Company,  or any
special  servicer  engaged at the request of a  Depositor,  Purchaser  or investor in a  Securitization  Transaction,  nor any "back-up
servicer" or trustee performing  servicing  functions on behalf of a Securitization  Transaction engaged at the request of a Depositor,
Purchaser, or investor in a Securitization Transaction.

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

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

2.       The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the following provisions:

         (a)      Intent of the Parties; Reasonableness.

         The  Purchaser  and the  Company  acknowledge  and agree  that the  purpose of Article 2 of this  Agreement  is to  facilitate
compliance  by the  Purchaser  and any  Depositor  with the  provisions  of  Regulation  AB and related  rules and  regulations  of the
Commission.  Neither the Purchaser nor any Depositor shall exercise its right to request  delivery of information or other  performance
under these  provisions  other than in good faith,  or for purposes other than compliance with the Securities Act, the Exchange Act and
the rules and  regulations  of the  Commission  thereunder.  Although  Regulation  AB is  applicable  by its terms only to offerings of
asset-backed  securities that are registered  under the Securities Act, the parties  acknowledges  that investors in privately  offered
securities  may require that the Purchaser or any  Depositor  provide  comparable  disclosure in  unregistered  offerings.  The parties
agree over time to negotiate in good faith with respect to the provision of comparable  disclosure  in private  offerings.  The Company
acknowledges  that  interpretations  of the  requirements of Regulation AB may change over time,  whether due to interpretive  guidance
provided by the  Commission  or its staff.  The Company  agrees to negotiate in good faith with the  Purchaser  or any  Depositor  with
regard to any  reasonable  requests for delivery of  information  under these  provisions on the basis of evolving  interpretations  of
Regulation AB. In connection with any  Securitization  Transaction,  the Company shall cooperate fully with the Purchaser to deliver to
the Purchaser  (including  any of its assignees or designees)  and any  Depositor,  any and all  statements,  reports,  certifications,
records and any other  information  necessary to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB,
together with such disclosures  relating to the Company,  and any parties or items  identified in writing by the Purchaser,  including,
any  Subservicer,  any  Third-Party  Originator and the Mortgage  Loans,  or the servicing of the Mortgage Loans  necessary in order to
effect such compliance, in the Purchaser's or Depositor's reasonable determination.

         The Purchaser  agrees that it will  cooperate  with the Company and provide  sufficient  and timely notice of any  information
requirements  pertaining  to a  Securitization  Transaction.  The  Purchaser  will make all  reasonable  efforts to limit  requests for
information,  reports or any other materials to items the Purchaser  reasonably believes is required for compliance with Regulation AB,
and shall not request information which is not required for such compliance.

         (b)      Additional Representations and Warranties of the Company.

                  (i)      The Company  shall be deemed to represent to the  Purchaser  and to any  Depositor,  as of the date on which
         information  is first  provided to the Purchaser or any Depositor  under Section 2(c) that,  except as disclosed in writing to
         the  Purchaser  or such  Depositor  prior to such date:  (i) the  Company is not aware and has not  received  notice  that any
         default,  early amortization or other performance  triggering event has occurred as to any other securitization due to any act
         or failure to act of the  Company;  (ii) the  Company has not been  terminated  as servicer  in a  residential  mortgage  loan
         securitization,  either due to a servicing  default or to application  of a servicing  performance  test or trigger;  (iii) no
         material  noncompliance with the applicable  servicing criteria with respect to other  securitizations of residential mortgage
         loans  involving  the Company as servicer  has been  disclosed  or reported by the  Company;  (iv) no material  changes to the
         Company's  policies or  procedures  with  respect to the  servicing  function it will  perform  under this  Agreement  and any
         Reconstitution  Agreement  for mortgage  loans of a type similar to the Mortgage  Loans have  occurred  during the  three-year
         period  immediately  preceding the related  Securitization  Transaction;  (v) there are no aspects of the Company's  financial
         condition that could have a material  adverse  effect on the  performance  by the Company of its servicing  obligations  under
         this Agreement or any  Reconstitution  Agreement;  (vi) there are no material legal or  governmental  proceedings  pending (or
         known to be  contemplated)  against  the  Company,  any  Subservicer  or any  Third-Party  Originator;  and (vii) there are no
         affiliations,  relationships  or transactions  relating to the Company,  any  Subservicer or any  Third-Party  Originator with
         respect to any  Securitization  Transaction and any party thereto  identified by the related  Depositor of a type described in
         Item 1119 of Regulation AB.

                  (ii)     If so requested by the Purchaser or any Depositor on any date  following  the date on which  information  is
         first provided to the Purchaser or any Depositor  under Section 2(c),  the Company shall,  within five Business Days following
         such  request,  confirm in writing the accuracy of the  representations  and  warranties  set forth in  paragraph  (i) of this
         Section or, if any such  representation  and  warranty  is not  accurate as of the date of such  request,  provide  reasonably
         adequate disclosure of the pertinent facts, in writing, to the requesting party.

         (c)      Information to Be Provided by the Company.

         In connection with any  Securitization  Transaction  the Company shall (1) within five Business Days following  request by the
Purchaser or any  Depositor,  provide to the Purchaser and such Depositor (or, as  applicable,  cause each  Third-Party  Originator and
each  Subservicer  to provide),  in writing  reasonably  required for compliance  with  Regulation  AB, the  information  and materials
specified in paragraphs  (i),  (ii),  (iii) and (vi) of this Section 2(c), and (2) as promptly as  practicable  following  notice to or
discovery by the Company,  provide to the  Purchaser and any Depositor  (as required by  Regulation  AB) the  information  specified in
paragraph (iv) of this Section.

                  (i)      If so requested by the Purchaser or any Depositor,  the Company shall provide such information regarding (x)
         the Company,  as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified  Correspondent,
         if applicable),  or (y) as applicable,  each Third-Party Originator, and (z) as applicable,  each Subservicer, as is requested
         for the  purpose of  compliance  with Items  1103(a)(1),  1105  (subject  to  paragraph  (b)  below),  1110,  1117 and 1119 of
         Regulation AB.  Such information shall include, at a minimum:

                           (A)      the originator's form of organization;

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

                           (C)      a brief  description  of any material  legal or  governmental  proceedings  pending (or known to be
                  contemplated by a governmental authority) against the Company, each Third-Party Originator,  if applicable,  and each
                  Subservicer; and

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

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

                  (ii)     If so requested by the Purchaser or any  Depositor,  and required by  Regulation  AB or as otherwise  agreed
         upon by the  Company,  the  Purchaser  and/or the  Depositor,  the  Company  shall  provide  (or,  as  applicable,  cause each
         Third-Party  Originator  to provide)  Static Pool  Information  with respect to the  mortgage  loans (of a similar type as the
         Mortgage Loans, as reasonably  identified by the Purchaser as provided  below)  originated by (a) the Company,  if the Company
         is an  originator  of  Mortgage  Loans  (including  as an  acquirer  of  Mortgage  Loans from a  Qualified  Correspondent,  if
         applicable),  and/or (b) as applicable,  each Third-Party  Originator.  Such Static Pool Information  shall be prepared by the
         Company (or, if applicable,  the Third-Party  Originator) on the basis of its  reasonable,  good faith  interpretation  of the
         requirements  of Item  1105(a)(1)-(3)  of Regulation  AB. To the extent that there is reasonably  available to the Company (or
         Third-Party  Originator,  as  applicable)  Static Pool  Information  with  respect to more than one  mortgage  loan type,  the
         Purchaser or any Depositor shall be entitled to specify  whether some or all of such  information  shall be provided  pursuant
         to this paragraph.  The content of such Static Pool  Information may be in the form customarily  provided by the Company,  and
         need not be customized for the Purchaser or any Depositor.  Such Static Pool  Information  for each vintage  origination  year
         or prior  securitized  pool, as applicable,  shall be presented in increments no less  frequently than quarterly over the life
         of the  mortgage  loans  included  in the  vintage  origination  year or prior  securitized  pool.  The most  recent  periodic
         increment  must be as of a date no later than 135 days  prior to the date of the  prospectus  or other  offering  document  in
         which the Static Pool  Information  is to be included or  incorporated  by  reference.  The Static Pool  Information  shall be
         provided in an electronic  format that provides a permanent record of the information  provided,  such as a portable  document
         format (pdf) file, or other such electronic format.

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

                  If so  requested  by the  Purchaser or any  Depositor,  the Company  shall  provide  (or, as  applicable,  cause each
         Third-Party  Originator  to provide),  at the expense of the  requesting  party (to the extent of any  additional  incremental
         expense associated with delivery pursuant to this Agreement),  agreed-upon  procedures letters of certified public accountants
         pertaining to Static Pool Information  relating to prior securitized pools for  securitizations  closed on or after January 1,
         2006 or, in the case of Static Pool  Information  with respect to the Company's or, if  applicable,  Third-Party  Originator's
         originations  or  purchases,  to  calendar  months  commencing  January 1, 2006,  as the  Purchaser  or such  Depositor  shall
         reasonably  request.  Such  statements  and  letters  shall be  addressed  to and be for the  benefit  of such  parties as the
         Purchaser or such Depositor shall designate,  which shall be limited to any Sponsor,  any Depositor,  any broker dealer acting
         as underwriter,  placement agent or initial purchaser with respect to a Securitization  Transaction or any other party that is
         reasonably  and  customarily  entitled to receive  such  statements  and  letters in a  Securitization  Transaction.  Any such
         statement  or  letter  may take the form of a  standard,  generally  applicable  document  accompanied  by a  reliance  letter
         authorizing reliance by the addressees designated by the Purchaser or such Depositor.

                  (iii)    If reasonably  requested by the  Purchaser or any  Depositor,  the Company  shall  provide such  information
         regarding the Company,  as servicer of the Mortgage Loans,  and each  Subservicer  (each of the Company and each  Subservicer,
         for purposes of this  paragraph,  a "Servicer"),  as is reasonably  requested for the purpose of compliance  with Item 1108 of
         Regulation AB.  Such information shall include, at a minimum:

                           (A)      the Servicer's form of organization;

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

                                    (1)     whether any prior securitizations of mortgage loans of a type similar to the Mortgage
                           Loans involving the Servicer have defaulted or experienced an early amortization or other performance
                           triggering event because of servicing during the three-year period immediately preceding the related
                           Securitization Transaction;
                                    (2)     the extent of outsourcing the Servicer utilizes;
                                    (3)     whether there has been previous  disclosure of material  noncompliance  with the applicable
                           servicing  criteria  with respect to other  securitizations  of  residential  mortgage  loans  involving the
                           Servicer as a servicer  during the  three-year  period  immediately  preceding  the  related  Securitization
                           Transaction;
                                    (4)     whether  the  Servicer  has been  terminated  as servicer in a  residential  mortgage  loan
                           securitization,  either due to a servicing  default or to  application  of a servicing  performance  test or
                           trigger; and
                                    (5)     such other  information  as the Purchaser or any Depositor may  reasonably  request for the
                           purpose of compliance with Item 1108(b)(2) of Regulation AB;

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

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

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

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

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

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

                  (iv)     For the purpose of satisfying its reporting  obligation  under the Exchange Act with respect to any class of
         asset-backed  securities,  the Company shall (or shall cause each Subservicer and, if applicable,  any Third-Party  Originator
         to) (a) provide  notice within two (2) Business  Days to the  Purchaser,  any Master  Servicer and any Depositor in writing of
         (1) any merger,  consolidation  or sale of  substantially  all of the assets of the Company,  (2) the Company's  entry into an
         agreement with a Subservicer to perform or assist in the performance of any of the Company's  obligations  under the Agreement
         or any  Reconstitution  Agreement that  qualifies as an "entry into a material  definitive  agreement"  under Item 1.01 of the
         form 8-K, and (b) provide  prompt notice to the Purchaser,  the Master  Servicer and the Depositor of (1) any Event of Default
         under the terms of the Agreement or any  Reconstitution  Agreement to the extent not known by such Purchaser,  Master Servicer
         or Depositor,  and (2) any material  litigation or  governmental  proceedings  involving the Company,  any  Subservicer or any
         Third Party Originator.

                  (v)      To the extent the Purchaser or any Depositor does not itself have an affiliation  or  relationship  required
         to be disclosed  under Item 1119 of Regulation AB that develops  following the closing date of a  Securitization  Transaction,
         the Company shall provide to the Purchaser and any Depositor a description of any such  affiliation or relationship  involving
         the Company,  any Subservicer or any Third-Party  Originator no later than 15 calendar days prior to the date the Depositor is
         required to file its Form 10-K disclosing such  affiliation or  relationship.  For purposes of the foregoing,  the Company (1)
         shall be entitled to assume that the parties to the  Securitization  Transaction  with whom  affiliations or relations must be
         disclosed  are the same as on the closing date if it provides a written  request  (which may be by e-mail) to the Depositor or
         Master Servicer,  as applicable,  requesting such  confirmation  and either obtains such  confirmation or receives no response
         within three (3) Business  Days, (2) shall not be obligated to disclose any  affiliations  or  relationships  that may develop
         after the closing date for the  Securitization  Transaction  with any parties not identified to the Company pursuant to clause
         (D) of  paragraph  (i) of this  Section  2(c),  and (3) shall be entitled to rely upon any written  identification  of parties
         provided by the Depositor, the Purchaser or any master servicer.


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

                  (vi)     Not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in
         respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company, the Company
         shall, to the extent the Company has knowledge, provide to the party responsible for filing such report (including, if
         applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data,
         and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as
         specified in the provisions of Regulation AB referenced below):

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

                           (b)      material breaches of Mortgage Loan representations or warranties or transaction covenants under
                  the Existing Agreement, as amended herein (Item 1121(a)(12) of Regulation AB): and

                           (c)      information regarding any Mortgage Loan changes (such as, additions, substitutions or repurchases)
                  and any material changes in origination, underwriting, or other criteria for acquisition or selection of pool assets
                  (Item 1121(a)(14) of Regulation AB).

                  (vii)    In addition to such  information  as the  Company,  as servicer,  is obligated to provide  pursuant to other
         provisions of this  Agreement,  if  reasonably  requested by the  Purchaser or any  Depositor,  the Company shall provide such
         information  which is available to the Company,  regarding  the servicing of the Mortgage  Loans as is reasonably  required to
         facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.

         (d)      Servicer Compliance Statement.

         On or before March 5 of each calendar  year,  commencing in 2007, the Company shall deliver to the Purchaser and any Depositor
a statement of  compliance  addressed to the Purchaser and such  Depositor and signed by an authorized  officer of the Company,  to the
effect that (i) a review of the Company's  servicing  activities during the immediately  preceding calendar year (or applicable portion
thereof) and of its performance  under the servicing  provisions of this Agreement and any applicable  Reconstitution  Agreement during
such period has been made under such officer's  supervision,  and (ii) to the best of such officers'  knowledge,  based on such review,
the Company has fulfilled all of its servicing  obligations  under this  Agreement and any applicable  Reconstitution  Agreement in all
material  respects  throughout such calendar year (or applicable  portion  thereof) or, if there has been a failure to fulfill any such
obligation  in any material  respect,  specifically  identifying  each such failure known to such officer and the nature and the status
thereof.

         (e)      Report on Assessment of Compliance and Attestation.

                  (i)      On or before March 5 of each calendar year, commencing in 2007, the Company shall:

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

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

                           (C)      if required by  Regulation  AB, cause each  Subservicer  and each  Subcontractor  determined by the
                  Company pursuant to Section 2(f)(ii) to be "participating in the servicing  function" within the meaning of Item 1122
                  of Regulation AB (each,  a  "Participating  Entity"),  to deliver to the Purchaser and any Depositor an assessment of
                  compliance and accountants' attestation as and when provided in paragraphs (A) and (B) of this Section 2(e)(i); and

                           (D)      deliver or, if required by Regulation AB, cause each  Subservicer  and  Subcontractor  described in
                  Section  2(e)(i)(C)  above to deliver to the Purchaser,  Depositor or any other Person that will be  responsible  for
                  signing the certification (a "Sarbanes  Certification")  required by Rules 13a-14(d) and 15d-14(d) under the Exchange
                  Act (pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002) on behalf of an asset-backed  issuer with respect to
                  a Securitization Transaction a certification,  signed by the appropriate officer of the Company, in the form attached
                  hereto as Exhibit B; provided that such certification  delivered by the Company may not be filed as an exhibit to, or
                  included in, any filing with the Commission.

         The Company  acknowledges  that the party  identified  in clause  (i)(D) above may rely on the  certification  provided by the
Company  pursuant to such clause in signing a Sarbanes  Certification  and filing such with the  Commission.  Neither the Purchaser nor
any Depositor will request  deliver of a  certification  under clause (D) above unless the Purchaser,  Depositor or any other Person is
required  under the Exchange  Act to file an annual  report on Form 10-K with  respect to an issuing  entity whose asset pool  includes
Mortgage Loans.

                  (ii)     Each assessment of compliance  provided by a Subservicer  pursuant to Section  2(e)(i)(A) shall address each
         of the applicable  Servicing Criteria specified on a certification  substantially in the form of Exhibit A hereto delivered to
         the Purchaser  concurrently  with the execution of this Agreement or, in the case of a Subservicer  subsequently  appointed as
         such, on or prior to the date of such  appointment.  An assessment of compliance  provided by a Participating  Entity pursuant
         to Section  2(e)(i)(C)  need not address any  elements of the  Servicing  Criteria  other than those  specified by the Company
         pursuant to Section 2(f).

                  (iii)    If reasonably requested by the Purchaser or any Depositor,  the Company shall provide to the Purchaser,  any
         Master  Servicer or any  Depositor,  evidence  of the  authorization  of the person  signing any  certification  or  statement
         pursuant to Section 2(d) or 2(e) of this Agreement.

         (f)      Use of Subservicers and Subcontractors.

         The Company  shall not hire or otherwise  utilize the services of any  Subservicer  to fulfill any of the  obligations  of the
Company as servicer under this Agreement or any related  Reconstitution  Agreement  unless the Company  complies with the provisions of
paragraph (i) of this  Subsection  (f). The Company shall not hire or otherwise  utilize the services of any  Subcontractor,  and shall
not permit any  Subservicer to hire or otherwise  utilize the services of any  Subcontractor,  to fulfill any of the obligations of the
Company as servicer under this Agreement or any related  Reconstitution  Agreement  unless the Company  complies with the provisions of
paragraph (ii) of this Subsection (f).

                  (i)      It shall not be  necessary  for the Company to seek the consent of the  Purchaser  or any  Depositor  to the
         utilization  of any  Subservicer.  If required by Regulation AB, the Company shall cause any  Subservicer  used by the Company
         (or by any  Subservicer)  for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and
         with Sections  2(b),  2(c)(iii),  2(c)(v),  2(d), and 2(e) of this  Agreement , and to provide the  information  required with
         respect to such  Subservicer  under Section  2(c)(iv) of this  Agreement.  The Company shall be responsible for obtaining from
         each  Subservicer  and  delivering  to the  Purchaser  and any  Depositor  any servicer  compliance  statement  required to be
         delivered by such  Subservicer  under Section 2(d), any assessment of compliance and  attestation  required to be delivered by
         such  Subservicer  under Section 2(e) and any  certification  required to be delivered to the Person that will be  responsible
         for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered.

                  (ii)     It shall not be  necessary  for the Company to seek the consent of the  Purchaser  or any  Depositor  to the
         utilization  of any  Subcontractor.  If required by  Regulation  AB, the Company shall  promptly  upon request  provide to the
         Purchaser  and any  Depositor  (or any  designee  of the  Depositor,  such as a master  servicer or  administrator)  a written
         description  of the role and function of each  Subcontractor  utilized by the Company or any  Subservicer,  specifying (A) the
         identity of each such  Subcontractor,  (B) which (if any) of such  Subcontractors  are Participating  Entities,  and (C) which
         elements of the  Servicing  Criteria will be addressed in  assessments  of compliance  provided by each  Participating  Entity
         identified pursuant to clause (B) of this paragraph.

         The Company  shall cause any such  Participating  Entity  used by the Company (or by any  Subservicer)  for the benefit of the
Purchaser  and any Depositor to comply with the  provisions of Section 2(e) of this  Agreement.  The Company shall be  responsible  for
obtaining  from each  Participating  Entity and  delivering  to the Purchaser  and any  Depositor  any  assessment  of  compliance  and
attestation  and  certificate  required to be  delivered by such  Participating  Entity under  Section  2(e),  in each case as and when
required to be delivered.

         (g)      Indemnification; Remedies.

                  (i)      The  Company  shall  indemnify  the  Purchaser  and  each  of  the  following  parties  participating  in  a
         Securitization  Transaction:  each sponsor and issuing  entity;  each Person  responsible  for the  execution or filing of any
         report  required to be filed with the  Commission  with  respect to such  Securitization  Transaction,  or for  execution of a
         certification  pursuant to Rule  13a-14(d)  or Rule  15d-14(d)  under the  Exchange  Act with  respect to such  Securitization
         Transaction;  each  Person who  controls  any of such  parties  (within the  meaning of Section 15 of the  Securities  Act and
         Section 20 of the Exchange  Act);  and the  respective  present and former  directors,  officers and  employees of each of the
         foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages,  penalties,  fines,
         forfeitures,  legal fees and expenses and related costs,  judgments,  and any other costs,  fees and expenses that any of them
         may sustain arising out of or based upon:

                           (A)(1)   any untrue  statement  of a material  fact  contained  or alleged to be  contained  in any  written
                  information,  written report, certification or other material provided under this Amendment Reg AB by or on behalf of
                  the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer,  Participating Entity or, if
                  applicable,  Third-Party  Originator  (collectively,  the  "Company  Information"),  or (2) the  omission  or alleged
                  omission to state in the Company  Information  a material fact  required to be stated in the Company  Information  or
                  necessary in order to make the statements  therein, in the light of the circumstances under which they were made, not
                  misleading;  provided,  by way of  clarification,  that clause (2) of this  paragraph  shall be  construed  solely by
                  reference to the Company  Information  and not to any other  information  communicated  in connection  with a sale or
                  purchase of  securities,  without  regard to whether  the Company  Information  or any portion  thereof is  presented
                  together with or separately from such other information;

                           (B)      any  failure  by the  Company,  any  Subservicer,  any  Participating  Entity  or  any  Third-Party
                  Originator to deliver any  information,  report,  certification,  accountants'  letter or other  material when and as
                  required under this Amendment Reg AB,  including any failure by the Company to identify  pursuant to Section 2(f)(ii)
                  any Participating Entity; or

                           (C)      any breach by the  Company of a  representation  or warranty  set forth in Section  2(b)(i) or in a
                  writing  furnished  pursuant  to Section  2(b)(ii)  and made as of a date prior to the  closing  date of the  related
                  Securitization  Transaction,  to the extent that such breach is not cured by such closing  date, or any breach by the
                  Company of a representation or warranty in a writing furnished  pursuant to Section 2(b)(ii) to the extent made as of
                  a date subsequent to such closing date.

         In the case of any failure of performance  described in clause (i)(B) of this Section,  the Company shall  promptly  reimburse
the Purchaser,  any Depositor,  as applicable,  and each Person  responsible  for the execution or filing of any report  required to be
filed with the  Commission  with respect to such  Securitization  Transaction,  or for  execution of a  certification  pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization  Transaction,  for all costs reasonably incurred
by each such party in order to obtain the information,  report,  certification,  accountants' letter or other material not delivered as
required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator.

                  (ii)     (A)      Any  failure  by the  Company,  any  Subservicer,  any  Participating  Entity  or  any  Third-Party
         Originator to deliver any  information,  report,  certification,  accountants'  letter or other  material when and as required
         under this  Amendment  Reg AB , which  continues  unremedied  for three  Business  Days after  receipt by the  Company and the
         applicable  Subservicer,  Subcontractor,  or  Third-Party  Originator of written  notice of such failure from the Purchaser or
         Depositor  shall,  except as provided in clause (B) of this  paragraph,  constitute  an Event of Default  with  respect to the
         Company under this Agreement and any applicable  Reconstitution  Agreement,  and shall entitle the Purchaser or Depositor,  as
         applicable,  in its sole  discretion to terminate the rights and  obligations  of the Company as servicer under this Agreement
         and/or any applicable  Reconstitution  Agreement related thereto without payment  (notwithstanding  anything in this Agreement
         or any applicable  Reconstitution  Agreement  related thereto to the contrary) of any  compensation to the Company (and if the
         Company is servicing  any of the Mortgage  Loans in a  Securitization  Transaction,  appoint a successor  servicer  reasonably
         acceptable to any Master Servicer for such Securitization  Transaction);  provided,  however it is understood that the Company
         shall retain any rights pursuant to which it may be entitled to receive  reimbursement  for unreimbursed  Monthly Advances and
         Servicing Advances made by the Company under this Agreement and/or any applicable  Reconstitution  Agreement.  Notwithstanding
         anything  to the  contrary  set forth  herein,  to the extent  that any  provision  of this  Agreement  and/or any  applicable
         Reconstitution  Agreement  expressly provides for the survival of certain rights or obligations  following  termination of the
         Company as servicer, such provision shall be given effect.

                           (B)      Any  failure  by  the  Company,  any  Subservicer  or  any  Participating  Entity  to  deliver  any
                  information,  report,  certification  or accountants'  letter required under Regulation AB when and as required under
                  Section  2(d) or 2(e),  including  any failure by the Company to identify a  Participating  Entity,  which  continues
                  unremedied for ten calendar days after the date on which such  information,  report,  certification  or  accountants'
                  letter was  required to be delivered  shall  constitute  an Event of Default  with respect to the Company  under this
                  Agreement and any applicable  Reconstitution  Agreement, and shall entitle the Purchaser or Depositor, as applicable,
                  in its sole  discretion  to terminate  the rights and  obligations  of the Company as servicer  under this  Agreement
                  and/or any applicable  Reconstitution  Agreement without payment  (notwithstanding  anything in this Agreement to the
                  contrary) of any  compensation to the Company;  provided,  however it is understood that the Company shall retain any
                  rights pursuant to which it may be entitled to receive  reimbursement for unreimbursed Monthly Advances and Servicing
                  Advances made by the Company under this Agreement  and/or any applicable  Reconstitution  Agreement.  Notwithstanding
                  anything to the contrary set forth herein,  to the extent that any provision of this Agreement  and/or any applicable
                  Reconstitution  Agreement expressly provides for the survival of certain rights or obligations  following termination
                  of the Company as servicer, such provision shall be given effect.

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

                  (iii)    The Purchaser agrees to indemnify and hold harmless the Company, any Subservicer,  any Participating Entity,
         and, if applicable,  any Third-Party  Originator,  each Person who controls any of such parties (within the meaning of Section
         15 of the Securities Act and Section 20 of the Exchange Act), and the respective  present and former  directors,  officers and
         employees  of each of the  foregoing  from and against any losses,  damages,  penalties,  fines,  forfeitures,  legal fees and
         expenses and related costs,  judgments,  and any other costs, fees and expenses that any of them may sustain arising out of or
         based upon any untrue  statement or alleged untrue  statement of any material fact contained in any filing with the Commission
         with respect to a  Securitization  Transaction or the omission or alleged  omission to state in any filing with the Commission
         with  respect to a  Securitization  Transaction  a material  fact  required to be stated or necessary to be stated in order to
         make the statements  therein,  in the light of the circumstances  under which they were made, not misleading,  in each case to
         the extent,  but only to the extent,  that such untrue  statement,  alleged untrue  statement,  omission,  or alleged omission
         relates to any filing with the Commission with respect to a Securitization Transaction other than the Company Information.

                  (iv)     If the  indemnification  provided for herein is unavailable or insufficient to hold harmless the indemnified
         party,  then the indemnifying  party agrees that it shall  contribute to the amount paid or payable by such indemnified  party
         as a result of any  claims,  losses,  damages  or  liabilities  uncured by such  indemnified  party in such  proportion  as is
         appropriate to reflect the relative fault of such indemnified party on the one hand and the indemnifying party on the other.

                  (v)      This indemnification  shall survive the termination of this Amendment Reg AB or the termination of any party
         to this Amendment Reg AB.

3.       Notwithstanding  any other  provision  of this  Amendment  Reg AB,  the Company  shall seek the consent of the
Purchaser for the utilization of all Subservicers  and  Participating  Entities,  when required by and in accordance with the terms of
the Existing Agreement.

4.       The  Existing  Agreement  is hereby  amended by adding the  Exhibits  attached  hereto as Exhibit A and  Exhibit B to the end
thereto.  References in this Amendment AB to "this Agreement" or words of similar import (including  indirect  references
to the  Agreement)  shall be deemed to be references to the Existing  Agreement as amended by this  Amendment  Reg  AB.
Except as expressly  amended and modified by this  Amendment  Reg  AB,  the  Agreement  shall  continue to be, and shall
remain,  in full force and effect in accordance with its terms. In the event of a conflict between this Amendment  AB and
any other document or agreement,  including  without  limitation the Existing  Agreement,  this Amendment  Reg  AB shall
control.

5.       All notification pursuant to Section 2(c)(iv) should be sent to:

                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, TX  75067-3884
                  Attention:  Conduit Seller Approval Dept.
                  Facsimile:  (214) 626-3751
                  Email:  sellerapproval@bear.com

                  With a copy to:

                  Bear, Stearns & Co. Inc.
                  383 Madison Avenue, 3rd Floor
                  New, York, NY  10179
                  Attention:  Global Credit Administration
                  Facsimile:  (212) 272-6564

                  All notification pursuant to Section 2(c)(iv)(4) should be sent to:

                  EMC Mortgage Corporation
                  Two MacArthur Ridge
                  909 Hidden Ridge Drive, Suite 200
                  Irving, TX  75038
                  Attention:  Associate General Counsel for Loan Administration
                  Facsimile:  (972) 831-2555

                  With copies to:

                  Bear, Stearns & Co. Inc.
                  383 Madison Avenue, 3rd Floor
                  New, York, NY  10179
                  Attention:  Global Credit Administration
                  Facsimile:  (212) 272-6564

                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, TX  75067-3884
                  Attention:  Conduit Seller Approval Dept.
                  Facsimile:  (214) 626-3751
                  Email:  sellerapproval@bear.com

         All notifications to any Master Servicer, to the extent such "Master Servicer" is Wells Fargo, should be sent to:

                  UPS/FedEx Delivery:

                  9062 Old Annapolis Road
                  Columbia, MD  21045
                  Attention: Corporate Trust Group, [Insert Deal Name]

                  USPS Delivery:

                  P.O. Box 98
                  Columbia, MD  21046
                  Attention: Corporate Trust Group, [Insert Deal Name]

6.       This  Amendment  Reg AB shall be  governed  by and  construed  in  accordance  with the laws of the State of New York  without
reference to its conflict of laws provisions  (other than Section 5-1401 of the General  Obligation Law), and the  obligations,  rights
and remedies of the parties hereunder shall be determined accordance with such laws.

7.                                      This  Amendment  Reg  AB  may be  executed  in one or  more  counterparts  and by
different  parties hereto on separate  counterparts,  each of which,  when so executed,  shall  constitute one and the same  agreement.
This Amendment Reg AB will become  effective as of the date first  mentioned  above.  This Amendment Reg AB shall bind and inure to the
benefit of and be enforceable by the Company and the Purchaser and the respective  permitted  successors and assigns of the Company and
the successors and assigns of the Purchaser.



                                                       [Signature Page Follows]




IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as
of the day and year first above written.

                                                     EMC MORTGAGE CORPORATION

                                                     Purchaser

                                                     By:_____________________________________________________
                                                     Name:___________________________________________________
                                                     Title:__________________________________________________



                                                     COUNTRYWIDE HOME LOANS, INC.
Company
By:__________________________________________________________________________________________________________
Name:________________________________________________________________________________________________________
Title:_______________________________________________________________________________________________________




                                                               EXHIBIT A

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                              Servicing Criteria                                 Criteria
-------------------- --------------------------------------------------------------------- ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                                       General Servicing Considerations
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(i)        Policies and procedures  are  instituted to monitor any  performance            X
                     or other  triggers  and  events of default  in  accordance  with the
                     transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii)       If  any  material  servicing  activities  are  outsourced  to  third            X
                     parties,  policies  and  procedures  are  instituted  to monitor the
                     third  party's   performance  and  compliance  with  such  servicing
                     activities.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii)      Any  requirements  in  the  transaction  agreements  to  maintain  a
                     back-up servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv)       A fidelity bond and errors and omissions  policy is in effect on the            X
                     party   participating  in  the  servicing  function  throughout  the
                     reporting  period  in  the  amount  of  coverage   required  by  and
                     otherwise  in   accordance   with  the  terms  of  the   transaction
                     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
                                      Cash Collection and Administration
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i)        Payments  on  mortgage  loans  are  deposited  into the  appropriate            X
                     custodial  bank accounts and related bank clearing  accounts no more
                     than two business days  following  receipt,  or such other number of
                     days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(ii)       Disbursements  made via wire  transfer on behalf of an obligor or to            X
                     an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(iii)      Advances of funds or guarantees  regarding  collections,  cash flows            X
                     or  distributions,  and any  interest or other fees charged for such
                     advances,  are made,  reviewed  and  approved  as  specified  in the
                     transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
                     The  related  accounts  for the  transaction,  such as cash  reserve
                     accounts    or    accounts     established     as    a    form    of
                     overcollateralization,   are  separately   maintained   (e.g.,  with            X
                     respect  to  commingling  of cash) as set  forth in the  transaction
1122(d)(2)(iv)       agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(v)        Each  custodial   account  is  maintained  at  a  federally  insured            X
                     depository  institution as set forth in the transaction  agreements.
                     For  purposes  of  this  criterion,  "federally  insured  depository
                     institution" with respect to a foreign  financial  institution means
                     a foreign financial  institution that meets the requirements of Rule
                     13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vi)       Unissued  checks  are  safeguarded  so  as to  prevent  unauthorized            X
                     access.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vii)      Reconciliations   are   prepared   on  a   monthly   basis  for  all            X
                     asset-backed  securities related bank accounts,  including custodial
                     accounts and related bank clearing accounts.  These  reconciliations
                     are (A)  mathematically  accurate;  (B) prepared  within 30 calendar
                     days after the bank  statement  cutoff date, or such other number of
                     days  specified  in the  transaction  agreements;  (C)  reviewed and
                     approved  by  someone   other  than  the  person  who  prepared  the
                     reconciliation;  and (D) contain explanations for reconciling items.
                     These  reconciling  items are  resolved  within 90 calendar  days of
                     their  original  identification,   or  such  other  number  of  days
                     specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
                                      Investor Remittances and Reporting
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(i)        Reports  to  investors,   including  those  to  be  filed  with  the            X
                     Commission,  are  maintained  in  accordance  with  the  transaction
                     agreements and  applicable  Commission  requirements.  Specifically,
                     such  reports (A) are prepared in  accordance  with  timeframes  and
                     other  terms set forth in the  transaction  agreements;  (B) provide
                     information  calculated  in accordance  with the terms  specified in
                     the  transaction  agreements;  (C) are filed with the  Commission as
                     required  by  its  rules  and   regulations;   and  (D)  agree  with
                     investors'  or  the  trustee's   records  as  to  the  total  unpaid
                     principal  balance  and number of  mortgage  loans  serviced  by the
                     Servicer.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(ii)       Amounts due to investors  are  allocated  and remitted in accordance            X
                     with timeframes,  distribution priority and other terms set forth in
                     the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
                     Disbursements  made to an investor  are posted  within two  business
                     days to the  Servicer's  investor  records,  or such other number of            X
1122(d)(3)(iii)      days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
                     Amounts  remitted to investors  per the investor  reports agree with
                     cancelled  checks,  or other  form of  payment,  or  custodial  bank            X
1122(d)(3)(iv)       statements.
-------------------- --------------------------------------------------------------------- ----------------------
                                          Pool Asset Administration
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(i)        Collateral  or security on mortgage  loans is maintained as required            X
                     by the transaction agreements or related mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
                     Mortgage loan and related  documents are  safeguarded as required by            X
1122(d)(4)(ii)       the transaction agreements
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iii)      Any  additions,  removals  or  substitutions  to the asset  pool are            X
                     made,  reviewed and approved in  accordance  with any  conditions or
                     requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iv)       Payments  on  mortgage  loans,   including  any  payoffs,   made  in            X
                     accordance  with the related  mortgage loan  documents are posted to
                     the Servicer's  obligor records maintained no more than two business
                     days after  receipt,  or such other number of days  specified in the
                     transaction  agreements,  and  allocated to  principal,  interest or
                     other items (e.g.,  escrow) in accordance with the related  mortgage
                     loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(v)        The Servicer's  records  regarding the mortgage loans agree with the            X
                     Servicer's  records with respect to an  obligor's  unpaid  principal
                     balance.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vi)       Changes  with  respect  to  the  terms  or  status  of an  obligor's            X
                     mortgage  loans (e.g.,  loan  modifications  or re-agings) are made,
                     reviewed and approved by  authorized  personnel in  accordance  with
                     the transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vii)      Loss  mitigation  or  recovery  actions  (e.g.,  forbearance  plans,            X
                     modifications  and deeds in lieu of  foreclosure,  foreclosures  and
                     repossessions,   as  applicable)   are   initiated,   conducted  and
                     concluded in accordance  with the  timeframes or other  requirements
                     established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(viii)     Records  documenting  collection  efforts are maintained  during the            X
                     period  a  mortgage  loan  is  delinquent  in  accordance  with  the
                     transaction  agreements.  Such records are  maintained on at least a
                     monthly  basis,  or such other period  specified in the  transaction
                     agreements,  and  describe  the entity's  activities  in  monitoring
                     delinquent  mortgage  loans  including,  for  example,  phone calls,
                     letters and payment  rescheduling  plans in cases where  delinquency
                     is deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(ix)       Adjustments  to interest rates or rates of return for mortgage loans            X
                     with variable rates are computed based on the related  mortgage loan
                     documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(x)        Regarding  any funds  held in trust for an  obligor  (such as escrow            X
                     accounts):  (A) such  funds are  analyzed,  in  accordance  with the
                     obligor's  mortgage loan documents,  on at least an annual basis, or
                     such other  period  specified  in the  transaction  agreements;  (B)
                     interest  on such  funds  is  paid,  or  credited,  to  obligors  in
                     accordance with  applicable  mortgage loan documents and state laws;
                     and (C) such funds are  returned to the  obligor  within 30 calendar
                     days of full repayment of the related  mortgage loans, or such other
                     number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xi)       Payments  made on behalf  of an  obligor  (such as tax or  insurance            X
                     payments)  are made on or before the related  penalty or  expiration
                     dates,  as  indicated on the  appropriate  bills or notices for such
                     payments,  provided  that  such  support  has been  received  by the
                     servicer at least 30  calendar  days prior to these  dates,  or such
                     other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xii)      Any late  payment  penalties  in  connection  with any payment to be            X
                     made on behalf of an obligor are paid from the servicer's  funds and
                     not charged to the  obligor,  unless the late payment was due to the
                     obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------------------
                     Disbursements  made on behalf of an obligor  are  posted  within two
                     business days to the obligor's  records  maintained by the servicer,
                     or  such  other  number  of  days   specified  in  the   transaction            X
1122(d)(4)(xiii)     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xiv)      Delinquencies,    charge-offs   and   uncollectible   accounts   are            X
                     recognized   and  recorded  in  accordance   with  the   transaction
                     agreements.
-------------------- --------------------------------------------------------------------- ----------------------
                     Any  external  enhancement  or  other  support,  identified  in Item
                     1114(a)(1)  through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)       as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------




                                                     [NAME OF COMPANY] [NAME OF SUBSERVICER]


                                                     Date:____________________________________________________



                                                     By:______________________________________________________
                                                     Name:____________________________________________________
                                                     Title:___________________________________________________





                                                               EXHIBIT B


                                                     FORM OF ANNUAL CERTIFICATION
I.       The [                   ] agreement dated as of [      ], 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I, ________________________________, the _______________________ of Countrywide Home Loans, Inc., certify to [the
Purchaser], [the Depositor], [Master Servicer], [Securities Administrator] or [Trustee], and its officers, with the knowledge and
intent that they will rely upon this certification, that:

                  (1)      I have reviewed the servicer  compliance  statement of the Company  provided in accordance with Item 1123 of
         Regulation AB (the "Compliance  Statement"),  the report on assessment of the Company's compliance with the servicing criteria
         set forth in Item 1122(d) of Regulation AB (the  "Servicing  Criteria"),  provided in accordance  with Rules 13a-18 and 15d-18
         under  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act") and Item 1122 of  Regulation  AB (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered  by the Company to the  [Depositor]  [Master  Servicer]  [Securities  Administrator]  or  [Trustee]  pursuant to the
         Agreement (collectively, the "Company Servicing Information");

                  (2)      Based on my knowledge,  the Company  Servicing  Information,  taken as a whole,  does not contain any untrue
         statement of a material  fact or omit to state a material  fact  necessary to make the  statements  made,  in the light of the
         circumstances  under  which such  statements  were made,  not  misleading  with  respect to the period of time  covered by the
         Company Servicing Information;

                  (3)      Based on my  knowledge,  all of the  Company  Servicing  Information  required to be provided by the Company
         under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] or [Trustee];

                  (4)      I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and
         based on my knowledge and the compliance  review  conducted in preparing the  Compliance  Statement and except as disclosed in
         the Compliance  Statement,  the Servicing  Assessment or the  Attestation  Report,  the Company has fulfilled its  obligations
         under the Agreement; and

                  (5)      The  Compliance  Statement  required to be  delivered  by the Company  pursuant to this  Agreement,  and the
         Servicing  Assessment and Attestation  Report required to be provided by the Company and by each Subservicer and Participating
         Entity  pursuant to the  Agreement,  have been  provided to the  [Depositor]  [Master  Servicer].  Any  material  instances of
         noncompliance  described in such reports have been disclosed to the [Depositor]  [Master  Servicer].  Any material instance of
         noncompliance with the Servicing Criteria has been disclosed in such reports.




                                                     Date:___________________________________________________



                                                     By:______________________________________________________
                                                     Name:____________________________________________________
                                                     Title:___________________________________________________




                                                                                                                            EXHIBIT H-2

                                                        EMC SERVICING AGREEMENT











                            ______________________________________________________________________________






                                             STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                                                                 Owner

                                                                  and

                                                       EMC MORTGAGE CORPORATION
                                                               Servicer




                                                          SERVICING AGREEMENT

                                                       Dated as of July 1, 2006





                                   _________________________________________________________________




EXHIBITS


Exhibit A         Mortgage Loan Schedule

Exhibit B         Custodial Account Letter Agreement

Exhibit C         Escrow Account Letter Agreement

Exhibit D         Form of Request for Release

Exhibit E         Reporting Data for Monthly Report

Exhibit F         Reporting Data for Defaulted Loans

Exhibit G         Form of Owner Certification

Exhibit H         Summary of Regulation AB Servicing Criteria

Exhibit I         Summary of Applicable Regulation AB Requirements

Exhibit J         Servicing Criteria to be Addressed in Assessment of Compliance

Exhibit K         Reporting Data for Realized Losses and Gains




         THIS IS A SERVICING  AGREEMENT,  dated as of July 1, 2006, and is executed between  Structured  Asset Mortgage  Investments II
Inc. (the "Owner") and EMC Mortgage Corporation (the "Servicer").

                                                         W I T N E S S E T H :

         WHEREAS, the Owner is the owner of the Mortgage Loans;

         WHEREAS, the Owner and the Servicer wish to prescribe the permanent management, servicing and control of the Mortgage Loans;

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

                                                               ARTICLE I
                                                              DEFINITIONS

         Section 1.01.  Defined Terms.

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

         Accepted  Servicing  Practices:  The procedures,  including prudent  collection and loan  administration  procedures,  and the
standard of care (i) employed by prudent  mortgage  servicers  which service  mortgage  loans of the same type as the Mortgage Loans in
the  jurisdictions in which the related Mortgage  Properties are located or (ii) in accordance with the Fannie Mae Guide or Freddie Mac
Guide,  subject to any variances  negotiated  with Fannie Mae or Freddie Mac and subject to the express  provisions of this  Agreement.
Such  standard of care shall not be lower than that the Servicer  customarily  employs and  exercises in  servicing  and  administering
similar mortgage loans for its own account and shall be in full compliance with all federal,  state, and local laws, ordinances,  rules
and regulations.

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

         Agreement:  This Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.

         ARM Loans:  First lien,  conventional,  1-4 family  residential  Mortgage  Loans with interest rates which adjust from time to
time in  accordance  with the  related  Index and are  subject  to  Periodic  Rate  Caps and  Lifetime  Rate Caps and which may  permit
conversion to fixed interest rates.

         Business  Day:  Any day other than (i) a Saturday or Sunday,  or (ii) a legal  holiday in the States of  Maryland,  Minnesota,
New York or the jurisdiction in which the Servicer  conducts its servicing  activities,  or (iii) a day on which banks in the States of
Maryland,  Minnesota,  New York or the jurisdiction in which the Servicer conducts its servicing activities are authorized or obligated
by law or executive order to be closed.

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

         Commission or SEC:  The Securities and Exchange Commission.

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

         Custodial  Account:  One or more demand  account or accounts  created and  maintained  pursuant to Section 4.04 which shall be
entitled  "EMC  Custodial  Account  in trust for SAMI II,  Owner of Whole Loan  Mortgages  and  various  Mortgagors"  established  at a
Qualified  Depository,  each of which accounts shall be held by such Qualified  Depository in a fiduciary capacity,  separate and apart
from its funds and general assets.

         Custodian:  Wells Fargo Bank, National Association, or such other custodian as Owner shall designate.

         Cut-off Date:  The open of business on July 1, 2006.

         Delinquent:  As defined in the related pooling and servicing agreement.

         Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Pass-Through Transfer.

         Determination  Date:  The 15th day (or if such 15th day is not a Business  Day, the Business Day  immediately  preceding  such
15th day) of the month of the Remittance Date.

         Due Date:  Each day on which  payments of principal and interest are required to be paid in  accordance  with the terms of the
related Mortgage Note, exclusive of any days of grace.

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

         Escrow  Account:  The  separate  trust  account or accounts  created and  maintained  pursuant to Section  4.06 which shall be
entitled "EMC Escrow Account,  in trust for SAMI II, Owner of Whole Loan Mortgages and various  Mortgagors" and shall be established at
a Qualified Depository, each of which accounts shall in no event contain funds in excess of the FDIC insurance limits.

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

         Event of Default:   Any one of the conditions or circumstances enumerated in Section 9.01.

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

         Fannie Mae:  Fannie Mae, or any successor thereto.

         Fannie Mae Guide:   The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions thereto.

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

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

         Freddie Mac:  Freddie Mac, or any successor thereto.

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

         Full Principal Prepayment:  A Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

         GAAP:  Generally accepted accounting procedures, consistently applied.

         HUD:   The United States Department of Housing and Urban Development or any successor.

         Index:  With respect to each ARM Loan,  on the related  Adjustment  Date,  the index used to determine  the Mortgage  Interest
Rate on each such ARM Loan.

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

         Lifetime  Rate Cap: With respect to each ARM Loan,  the maximum  Mortgage  Interest Rate over the term of such Mortgage  Loan,
as specified in the related Mortgage Note.

         Liquidation  Proceeds:  Amounts,  other than Insurance  Proceeds and  Condemnation  Proceeds,  received in connection with the
liquidation of a defaulted  Mortgage Loan,  whether through the sale or assignment of such Mortgage Loan,  trustee's sale,  foreclosure
sale or otherwise, other than amounts received following the acquisition of an REO Property pursuant to Section 4.13.

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

         Master Servicer:  Wells Fargo Bank,  National  Association,  its successors in interest and assigns,  or any successor thereto
designated by the Owner.

         Monthly Advance:   The aggregate of the advances made by the Servicer on any Remittance Date pursuant to Section 5.03.

         Monthly  Payment:  With respect to each Mortgage Loan, the scheduled  monthly payment of principal and interest  thereon which
is payable by the related Mortgagor under the related Mortgage Note.

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

         Mortgage  Interest  Rate:  The annual rate at which  interest  accrues on any Mortgage Loan in accordance  with the provisions
of the related  Mortgage Note, and in the case of an ARM Loan, as adjusted from time to time on each  Adjustment Date for such Mortgage
Loan to equal the Index for such  Mortgage  Loan plus the  Margin for such  Mortgage  Loan,  and  subject  to the  limitations  on such
interest rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.

         Mortgage Loan: An individual  Mortgage Loan described  herein and as further  identified on the Mortgage Loan Schedule,  which
Mortgage Loan includes  without  limitation the Mortgage Loan  Documents,  the Monthly  Payments,  Principal  Prepayments,  Liquidation
Proceeds,  Condemnation  Proceeds,  Insurance  Proceeds,  REO  Disposition  Proceeds,  and all other  rights,  benefits,  proceeds  and
obligations arising from or in connection with such Mortgage Loan.

         Mortgage Loan Documents:  The original mortgage loan legal documents held by the Custodian.

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

         Mortgage Loan Schedule:  The schedule of Mortgage Loans  attached  hereto as Exhibit A, such schedule being  acceptable to the
Owner and the Servicer.

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

         Mortgaged Property:  The underlying real property securing repayment of a Mortgage Note.

         Mortgagor:  The obligor on a Mortgage Note.

         Net Liquidation  Proceeds:  As to any Mortgage Loan,  Liquidation Proceeds net of unreimbursed  Servicing Advances,  Servicing
Fees and Monthly  Advances and expenses  incurred by the  Servicer in  connection  with the  liquidation  of the Mortgage  Loan and the
related Mortgaged Property.

         Nonrecoverable  Advance:  Any advance  previously  made by the  Servicer  pursuant to Section  5.03 or any  Servicing  Advance
proposed to be made by the Servicer in respect of a Mortgage Loan or REO Property  which,  in the good faith  judgment of the Servicer,
may not be  ultimately  recoverable  by the Servicer  from  Liquidation  Proceeds or Insurance  Proceeds on such  Mortgage  Loan or REO
Property as provided herein.  The determination by the Servicer that it has made a Nonrecoverable  Advance,  or that a proposed advance
may constitute a  Nonrecoverable  Advance,  shall be evidenced by an Officer's  Certificate of the Servicer  delivered to the Owner and
detailing the reasons for such determination.

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

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an  employee  of the party on behalf of whom the  opinion is
being given, reasonably acceptable to the Owner.

         Owner:  Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"),  its successors in interest and assigns  (including the
Trustee in connection with a Pass-Through Transfer).

         Partial Principal Prepayment:  A Principal Prepayment by a Mortgagor of a partial principal balance of a Mortgage Loan.

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

         Periodic  Rate Cap:  With  respect to each ARM Loan,  the maximum  increase or decrease in the Mortgage  Interest  Rate on any
Adjustment Date.

         Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and  obligations  the timely  payment of which are fully  guaranteed  by the United
                  States of America or any agency or  instrumentality  of the United  States of America  the  obligations  of which are
                  backed by the full faith and credit of the United States of America;

                  (ii)     (a) demand or time deposits,  federal funds or bankers' acceptances issued by any depository  institution or
                  trust  company  incorporated  under the laws of the  United  States of America or any state  thereof  (including  any
                  Trustee or the Master  Servicer)  and  subject to  supervision  and  examination  by  federal  and/or  state  banking
                  authorities,  provided that the commercial paper and/or the short-term deposit rating and/or the long-term  unsecured
                  debt  obligations  or deposits of such  depository  institution  or trust  company at the time of such  investment or
                  contractual  commitment  providing for such investment are rated in one of the two highest rating  categories by each
                  Rating  Agency and (b) any other  demand or time  deposit or  certificate  of  deposit  that is fully  insured by the
                  Federal Deposit Insurance Corporation;

                  (iii)    repurchase  obligations  with  respect to (a) any  security  described  in clause (i) above or (b) any other
                  security  issued or guaranteed by an agency or  instrumentality  of the United States of America,  the obligations of
                  which are backed by the full faith and credit of the United  States of America,  in either case  entered  into with a
                  depository institution or trust company (acting as principal) described in clause (ii)(a) above;

                  (iv)     securities  bearing  interest or sold at a discount issued by any corporation  (including any Trustee or the
                  Master Servicer)  incorporated  under the laws of the United States of America or any state thereof that are rated in
                  one of the two  highest  rating  categories  by each  Rating  Agency at the time of such  investment  or  contractual
                  commitment providing for such investment;  provided,  however,  that securities issued by any particular  corporation
                  will not be Permitted  Investments to the extent that investments  therein will cause the then outstanding  principal
                  amount of securities  issued by such  corporation  and held as Permitted  Investments  to exceed 10% of the aggregate
                  outstanding principal balances and amounts of all the Permitted Investments;

                  (v)      commercial paper (including both non-interest-bearing  discount obligations and interest-bearing obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by each Rating Agency at the time of such investment;

                  (vi)     any other demand, money market or time deposit,  obligation,  security or investment as may be acceptable to
                  each Rating Agency; and

                  (vii)    any money market funds the  collateral  of which  consists of  obligations  fully  guaranteed  by the United
                  States of America or any agency or  instrumentality  of the United  States of America  the  obligations  of which are
                  backed by the full faith and  credit of the  United  States of America  (which  may  include  repurchase  obligations
                  secured by collateral  described in clause (i)) and other  securities  (including  money market or common trust funds
                  for which any Trustee or the Master  Servicer or any  affiliate  thereof  acts as a manager or an advisor)  and which
                  money market funds are rated in one of the two highest rating categories by each Rating Agency;


provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par.
         Person:  Any  individual,  corporation,  partnership,  joint venture,  association,  joint-stock  company,  limited  liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.

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

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

         Prepayment  Interest  Shortfall:  With respect to any  Remittance  Date, for each such Mortgage Loan that was the subject of a
Principal  Prepayment during the portion of the related  Prepayment  Period occurring  between the first day of the related  Prepayment
Period and the last day of the calendar month  preceding the month in which such  Remittance  Date occurs,  an amount equal to interest
(to be paid by the Servicer out of its own funds without  reimbursement  therefor) at the applicable  Mortgage Loan  Remittance Rate on
the amount of such  Principal  Prepayment  for the number of days  commencing on the date on which the prepayment is applied and ending
on the last day of the calendar month preceding such Remittance Date.

         Prepayment  Period:  As to any Remittance Date, (a) in the case of Full Principal  Prepayments,  the period  commencing on the
16th day of the month prior to the month in which the related  Remittance  Date occurs and ending on the 15th day of the month in which
such Remittance Date occurs, and (b) in the case of Partial Principal Prepayments or other recoveries, the preceding calendar month.

         Primary Mortgage  Insurance Policy:  Each primary policy of mortgage  insurance,  or any replacement  policy therefor obtained
by the Servicer pursuant to Section 4.08.

         Prime Rate:  The prime rate of U.S.  money center banks as published  from time to time in The Wall Street
Journal.

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

         Qualified  Appraiser:  An  appraiser,  duly  appointed  by the  Servicer,  who had no  interest,  direct  or  indirect  in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan,  which  appraiser and the appraisal made by such  appraiser both satisfy the  requirements  of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

         Qualified  Depository:  (a) The  Custodian,  (b) a  depository,  the  accounts  of which are insured by the FDIC and the short
term debt  ratings  and the long term  deposit  ratings of which are rated in one of the two  highest  rating  categories  by either of
Moody's Investors Service, Inc. or Fitch, Inc., or (c) a depository,  the short-term debt obligations,  or other short-term deposits of
which are rated at least 'A-2' and the  long-term  unsecured  debt  obligations  of which are rated at least 'AA-' by Standard & Poor's
Ratings Service, a division of The McGraw Hill Companies Inc.

         Qualified  Insurer:  An  insurance  company  duly  qualified  as such  under the laws of the  states  in which  the  Mortgaged
Properties are located,  duly  authorized and licensed in such states to transact the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae and Freddie Mac.

         Rating  Agency:  Standard & Poor's  Ratings  Service,  a division of The McGraw Hill  Companies  Inc.,  and Moody's  Investors
Service, Inc.

         Reconstitution Agreement:  Any agreement involving any Pass-Through Transfer or Whole Loan Transfer.

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

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

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

         Remittance  Date:  The  Remittance  Date shall be the 20th day of any month,  or if such 20th day is not a Business  Day,  the
first Business Day immediately preceding such 20th day.

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

         REO Disposition Proceeds:   Amounts received by the Servicer in connection with a related REO Disposition.

         REO Property:   A Mortgaged Property acquired by the Servicer on behalf of the Owner as described in Section 4.13.

         Sarbanes  Certification:  A certification required pursuant to The Sarbanes-Oxley Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations or amendments thereof by the Commission's staff).

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

         Securities Administrator: The securities administrator with respect to any Pass-Through Transfer.

         Servicer:  EMC Mortgage  Corporation,  or any of its successors in interest or any successor under this Agreement appointed as
herein provided.

         Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of pocket"  costs and expenses  (including  reasonable
attorneys' fees and disbursements)  incurred in the performance by the Servicer of its servicing  obligations relating to each Mortgage
Loan, including,  but not limited to, the cost of (a) the preservation,  restoration and protection of the Mortgaged Property,  (b) any
enforcement,  administrative  or judicial  proceedings,  or any legal work or advice  specifically  related to  servicing  the Mortgage
Loans, including but not limited to, foreclosures,  bankruptcies,  condemnations, drug seizures, elections, foreclosures by subordinate
or superior  lienholders,  and other legal actions  incidental to the servicing of the Mortgage Loans  (provided that such expenses are
reasonable and that the Servicer  specifies the Mortgage Loan(s) to which such expenses relate),  (c) the management and liquidation of
the Mortgaged Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage,  (d) taxes,  assessments,
water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged  Property,  and Primary Mortgage Insurance
Policy premiums and fire and hazard insurance coverage and (e) compliance with the obligations under Section 4.08.

         Servicing  Criteria:  As of any date of  determination,  the "servicing  criteria" set forth in Item 1122(d) of Regulation AB,
or any  amendments  thereto,  a summary  of the  requirements  of which as of the date  hereof  is  attached  hereto  as  Exhibit H for
convenience  of  reference  only.  In the event of a  conflict  or  inconsistency  between  the terms of Exhibit H and the text of Item
1122(d) of  Regulation  AB, the text of Item 1122(d) of Regulation AB shall control (or those  Servicing  Criteria  otherwise  mutually
agreed to by the Owner, the Servicer and any Person that will be responsible for signing any Sarbanes  Certification  with respect to a
Pass-Through Transfer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit H).

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

         Servicing Fee Rate:  The Servicing Fee Rate shall be a rate per annum equal to 0.375%.

         Servicing  File:  The  documents,  records  and other  items  pertaining  to a  particular  Mortgage  Loan and any  additional
documents relating to such Mortgage Loan as are in, or as may from time to time come into, the Servicer's possession.

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

         Stated  Principal  Balance:  As to each  Mortgage  Loan as of any date of  determination,  (i) the  principal  balance of such
Mortgage Loan after giving effect to payments of principal  due and received or for which a Monthly  Advance has been made,  minus (ii)
all amounts previously distributed to the Owner with respect to the Mortgage Loan representing Principal Prepayments.

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

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

         Trustee:  The Person appointed as trustee in connection with any Pass-Through Transfer.

         Whole Loan  Transfer:  The sale or transfer of some or all of the  ownership  interest in the  Mortgage  Loans by the Owner to
one or more third parties in whole loan or participation format, which third party may be Fannie Mae or Freddie Mac.



                                                              ARTICLE II
          SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01.  Servicing of Mortgage Loans.

         The Servicer does hereby agree to service the Mortgage  Loans in accordance  with the terms of this  Agreement.  The rights of
the Owner to receive payments with respect to the Mortgage Loans shall be as set forth in this Agreement.

         Section 2.02.  Maintenance of Servicing Files.

         The Servicer  shall  maintain a Servicing  File  consisting  of all  documents  necessary to service the Mortgage  Loans.  The
possession  of each  Servicing  File by the Servicer is for the sole purpose of servicing  the Mortgage  Loan,  and such  retention and
possession by the Servicer is in a custodial  capacity  only.  The Servicer  acknowledges  that the  ownership of each  Mortgage  Loan,
including the Note,  the  Mortgage,  all other  Mortgage Loan  Documents and all rights,  benefits,  proceeds and  obligations  arising
therefrom or in connection  therewith,  has been vested in the Owner. All rights arising out of the Mortgage Loans  including,  but not
limited to, all funds  received on or in connection  with the Mortgage  Loans and all records or documents with respect to the Mortgage
Loans  prepared  by or which come into the  possession  of the  Servicer  shall be received  and held by the  Servicer in trust for the
exclusive  benefit of the Owner as the owner of the related  Mortgage  Loans.  Any portion of the related  Servicing  Files retained by
the Servicer  shall be  appropriately  identified in the  Servicer's  computer  system to clearly  reflect the ownership of the related
Mortgage  Loans by the Owner.  The  Servicer  shall  release  its  custody  of the  contents  of the  related  Servicing  Files only in
accordance with written  instructions of the Owner,  except when such release is required as incidental to the Servicer's  servicing of
the Mortgage Loans, such written instructions shall not be required.

         Section 2.03.  Books and Records.

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

         The Servicer  shall  maintain with respect to each Mortgage Loan and shall make  available for  inspection by any Owner or its
designee the related  Servicing File (or copies thereof) during the time the Owner retains  ownership of a Mortgage Loan and thereafter
in accordance with applicable laws and regulations.

         Section 2.04.  Transfer of Mortgage Loans.

         No transfer of a Mortgage Loan may be made unless such transfer is in  compliance  with the terms hereof.  For the purposes of
this  Agreement,  the Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan
unless a notice of the transfer of such Mortgage  Loan has been  delivered to the Servicer in  accordance  with this Section 2.04.  The
Owner may,  subject to the terms of this  Agreement,  sell and transfer one or more of the Mortgage  Loans in accordance  with Sections
10.02 and 11.12,  provided,  however,  that the transferee will not be deemed to be an Owner hereunder binding upon the Servicer unless
such  transferee  shall agree in writing to be bound by the terms of this  Agreement and an assignment and assumption of this Agreement
reasonably  acceptable  to the  Servicer.  The Owner shall  advise the Servicer in writing of the  transfer.  Upon receipt of notice of
the  permitted  transfer,  the  Servicer  shall mark its books and  records to reflect  the  ownership  of the  Mortgage  Loans of such
assignee, and shall release the previous Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

         Section 2.05.  Delivery of Mortgage Loan Documents.

         The  Servicer  shall  forward  to  the  Custodian  on  behalf  of the  Owner  original  documents  evidencing  an  assumption,
modification,  consolidation  or extension of any Mortgage Loan entered into in  accordance  with Section 4.01 or 6.01 within 4 week(s)
of their  execution;  provided,  however,  that the Servicer  shall provide the Custodian on behalf of the Owner with a certified  true
copy of any such  document  submitted  for  recordation  within 4 week(s)  after its  execution,  and shall provide the original of any
document  submitted for recordation or a copy of such document  certified by the appropriate  public  recording office to be a true and
complete copy of the original  within 180 days of its execution.  If delivery is not completed  within 180 days solely due to delays in
making such delivery by reason of the fact that such documents shall not have been returned by the appropriate  recording  office,  the
Servicer shall continue to use its best efforts to effect delivery as soon as possible thereafter.

         From time to time the Servicer may have a need for Mortgage Loan  Documents to be released by the  Custodian.  If the Servicer
shall require any of the Mortgage  Loan  Documents,  the Servicer  shall notify the Custodian in writing of such request in the form of
the request for release  attached  hereto as Exhibit D. The Custodian  shall deliver to the Servicer within five (5) Business Days, any
requested Mortgage Loan Document  previously  delivered to the Custodian,  provided that such documentation is promptly returned to the
Custodian  when the  Servicer  no  longer  requires  possession  of the  document,  and  provided  that  during  the time that any such
documentation is held by the Servicer, such possession is in trust for the benefit of the Owner.

                                                              ARTICLE III
                                            REPRESENTATIONS AND WARRANTIES OF THE SERVICER

         The  Servicer  represents,  warrants  and  covenants  to the Owner that as of the date hereof or as of such date  specifically
provided herein:

(a) The Servicer is a validly  existing  corporation in good standing under the laws of the State of its organization and is qualified
to transact  business in, is in good standing under the laws of, and possesses all licenses  necessary for the conduct of its business
in, each state in which any Mortgaged  Property is located or is otherwise  exempt or not required under applicable law to effect such
qualification  or license and no demand for such  qualification  or license has been made upon the Servicer by any such state,  and in
any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the  enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

(b) The Servicer has full power and  authority to execute,  deliver and perform,  and to enter into and  consummate  all  transactions
contemplated by this Agreement and to conduct its business as presently  conducted,  has duly  authorized the execution,  delivery and
performance of this  Agreement,  has duly executed and delivered this  Agreement,  and this Agreement  constitutes a legal,  valid and
binding obligation of the Servicer,  enforceable  against it in accordance with its terms subject to bankruptcy laws and other similar
laws of general  application  affecting  rights of creditors and subject to the  application of the rules of equity,  including  those
respecting the availability of specific performance;

(c) None of the execution and delivery of this Agreement,  the consummation of the transactions  contemplated  thereby and hereby,  or
the  fulfillment of or compliance  with the terms and conditions of this Agreement will conflict with any of the terms,  conditions or
provisions of the  Servicer's  articles of  incorporation  or by-laws or materially  conflict with or result in a breach of any of the
terms,  conditions or provisions  of any legal  restriction  or any agreement or instrument to which the Servicer is now a party or by
which it is bound,  or  constitute  a default  or result in an  acceleration  under any of the  foregoing,  or result in the  material
violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject;

(d) There is no  litigation  pending or, to the  Servicer's  knowledge,  threatened  with respect to the Servicer  which is reasonably
likely to have a material  adverse effect on the  execution,  delivery or  enforceability  of this  Agreement,  or which is reasonably
likely to have a material adverse effect on the financial condition of the Servicer;

(e) No consent, approval,  authorization or order of any court or governmental agency or body is required for the execution,  delivery
and  performance  by the Servicer of or  compliance  by the Servicer  with this  Agreement or the  consummation  of the  transactions
contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained;

(f) The  Servicer is an approved  seller/servicer  of  residential  mortgage  loans for Fannie Mae and Freddie Mac. The Servicer is in
good standing to service  mortgage loans for Fannie Mae and Freddie Mac and no event has occurred which would make the Servicer unable
to comply with eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac;

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

(h) If so requested by the Owner,  the Master  Servicer or any Depositor on any date,  the Servicer  shall,  within five Business Days
following such request,  confirm in writing the accuracy of the representations and warranties set forth in clause (g) of this Article
or, if any such representation and warranty is not accurate as of the date of such request,  provide reasonably adequate disclosure of
the pertinent facts, in writing, to the requesting party;

(i)  Notwithstanding  anything to the contrary in the Agreement,  the Servicer shall (or shall cause each Subservicer) (i) immediately
notify the Owner, the Master Servicer and any Depositor in writing of (A) any material litigation or governmental  proceedings pending
against the  Servicer or any  Subservicer,  (B) any  affiliations  or  relationships  that  develop  following  the closing  date of a
Pass-Through  Transfer between the Servicer or any Subservicer and any of the parties specified in clause (7) of paragraph (g) of this
Article (and any other parties  identified in writing by the requesting  party) with respect to such  Pass-Through  Transfer,  (C) any
Event of  Default  under the terms of this  Agreement  or any  Reconstitution  Agreement,  (D) any  merger,  consolidation  or sale of
substantially all of the assets of the Company,  and (E) the Company's entry into an agreement with a Subservicer to perform or assist
in the performance of any of the Company's  obligations under this Agreement or any  Reconstitution  Agreement and (ii) provide to the
Owner and any Depositor a description of such proceedings, affiliations or relationships;

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

(k)      Servicer has delivered to the Owner and the Master  Servicer  financial  statements of its parent,  for its last two complete
fiscal years.  All such financial  information  fairly  presents the pertinent  results of operations  and financial  position for the
period identified and has been prepared in accordance with GAAP consistently  applied  throughout the periods involved,  except as set
forth in the notes  thereto.  There has been no change in the  servicing  policies and  procedures,  business,  operations,  financial
condition,  properties or assets of the Servicer since the date of the  Servicer's  financial  information  that would have a material
adverse effect on its ability to perform its obligations under this Agreement.

                                                              ARTICLE IV
                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 4.01.  Servicer to Act as Servicer.

         The Servicer,  as independent  contract  servicer,  shall service and  administer  the Mortgage Loans in accordance  with this
Agreement and with Accepted  Servicing  Practices  (giving due  consideration to the Owner's reliance on the Servicer),  and shall have
full  power  and  authority,  acting  alone,  to do or cause to be done any and all  things  in  connection  with  such  servicing  and
administration  which the Servicer may deem  necessary or desirable and  consistent  with the terms of this Agreement and with Accepted
Servicing  Practices  and shall  exercise  the same care that it  customarily  employs for its own account.  In addition,  the Servicer
shall  furnish  information  regarding  the  borrower  credit  files  related to such  Mortgage  Loan to credit  reporting  agencies in
compliance with the provisions of the Fair Credit  Reporting Act and the applicable  implementing  regulations.  Except as set forth in
this Agreement,  the Servicer shall service the Mortgage Loans in accordance with Accepted  Servicing  Practices in compliance with the
servicing  provisions of the Fannie Mae Guide, which include,  but are not limited to, provisions regarding the liquidation of Mortgage
Loans,  the  collection  of Mortgage Loan  payments,  the payment of taxes,  insurance and other  charges,  the  maintenance  of hazard
insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance,  inspections,  the restoration
of Mortgaged  Property,  the maintenance of Primary Mortgage Insurance Policies,  insurance claims, and title insurance,  management of
REO Property,  permitted  withdrawals with respect to REO Property,  liquidation  reports, and reports of foreclosures and abandonments
of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents,  annual statements,  and examination
of records and  facilities.  In the event of any conflict,  inconsistency  or  discrepancy  between any of the servicing  provisions of
this  Agreement and any of the servicing  provisions of the Fannie Mae Guide,  the  provisions of this  Agreement  shall control and be
binding  upon the Owner and the  Servicer.  The Owner may, at its option,  deliver  powers-of-attorney  to the Servicer  sufficient  to
allow the Servicer as servicer to execute all  documentation  requiring  execution on behalf of Owner with respect to the  servicing of
the Mortgage Loans,  including  satisfactions,  partial releases,  modifications and foreclosure  documentation or, in the alternative,
shall as promptly as reasonably possible, execute and return such documentation to the Servicer.

         Consistent with the terms of this Agreement,  the Servicer may waive,  modify or vary any term of any Mortgage Loan or consent
to the  postponement  of any such term or in any manner grant  indulgence to any Mortgagor if in the Servicer's  reasonable and prudent
determination such waiver,  modification,  postponement or indulgence is not materially adverse to the Owner,  provided,  however, that
with respect to any Mortgage Loan that is not in default or if default is not reasonably  forseeable,  unless the Servicer has provided
  to the  Owner  a certification  addressed to the  Owner,  based on the advice of counsel or certified public  accountants that have a
national  reputation  with respect to taxation of REMICs that a modification of such Mortgage Loan will not result in the imposition of
taxes on or  disqualify  from REMIC status any  of  the REMICs and  has obtained the prior written  consent of the Owner,  the Servicer
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage  Interest Rate,  forgive the payment
of principal or interest,  reduce or increase the outstanding  principal balance (except for actual payments of principal),  change the
final  maturity date on such Mortgage Loan or waive a prepayment  penalty or charge.  In the event of any such  modification  which has
been agreed to in writing by the Owner and which  permits the deferral of interest or  principal  payments on any  Mortgage  Loan,  the
Servicer  shall,  on the Business Day  immediately  preceding the related  Remittance  Date in any month in which any such principal or
interest  payment has been deferred,  deposit in the Custodial  Account from its own funds, in accordance with Section 4.04 and Section
5.03, the difference  between (a) such month's  principal and one month's  interest at the related Mortgage Loan Remittance Rate on the
unpaid  principal  balance  of such  Mortgage  Loan and (b) the  amount  paid by the  Mortgagor.  The  Servicer  shall be  entitled  to
reimbursement  for such  advances  to the same  extent as for all other  advances  pursuant  to  Section  4.05.  Without  limiting  the
generality of the foregoing,  the Servicer shall continue,  and is hereby  authorized and empowered,  to prepare,  execute and deliver,
all instruments of satisfaction or cancellation,  or of partial or full release,  discharge and all other comparable instruments,  with
respect to the Mortgage Loans and with respect to the Mortgaged Properties.

         The Servicer  shall perform all of its  servicing  responsibilities  hereunder or may cause a subservicer  to perform any such
servicing  responsibilities  on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its
obligations  hereunder and the Servicer shall remain  responsible  hereunder for all acts and omissions of each subservicer as fully as
if such acts and  omissions  were those of the  Servicer.  Any such  subservicer  must be a Fannie Mae  approved  seller/servicer  or a
Freddie Mac  seller/servicer  in good  standing and no event shall have  occurred,  including but not limited to, a change in insurance
coverage,  which  would  make it  unable to  comply  with the  eligibility  requirements  for  lenders  imposed  by  Fannie  Mae or for
seller/servicers  by Freddie Mac, or which would  require  notification  to Fannie Mae or Freddie Mac. The Servicer  shall pay all fees
and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee.

         At the cost and expense of the Servicer,  without any right of reimbursement  from the Custodial  Account,  the Servicer shall
be entitled to  terminate  the rights and  responsibilities  of a  subservicer  and arrange for any  servicing  responsibilities  to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph,  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Servicer,  at the Servicer's  option,  from electing to service the related  Mortgage
Loans itself.  In the event that the Servicer's  responsibilities  and duties under this  Agreement are terminated  pursuant to Section
8.04, 9.01 or 10.01,  and if requested to do so by the Owner,  the Servicer shall at its own cost and expense  terminate the rights and
responsibilities  of each  subservicer  effective as of the date of  termination  of the  Servicer.  The  Servicer  shall pay all fees,
expenses or penalties  necessary in order to terminate the rights and  responsibilities  of each  subservicer  from the  Servicer's own
funds without reimbursement from the Owner.

         Notwithstanding  any of the provisions of this  Agreement  relating to agreements or  arrangements  between the Servicer and a
subservicer  or any reference  herein to actions taken through a subservicer  or otherwise,  the Servicer  shall not be relieved of its
obligations  to the Owner and shall be  obligated  to the same  extent  and under the same  terms and  conditions  as if it alone  were
servicing and  administering  the Mortgage  Loans.  The Servicer  shall be entitled to enter into an agreement  with a subservicer  for
indemnification  of the Servicer by the  subservicer  and nothing  contained in this Agreement  shall be deemed to limit or modify such
indemnification.

         Any  subservicing  agreement and any other  transactions  or services  relating to the Mortgage Loans  involving a subservicer
shall be deemed to be between such  subservicer  and Servicer  alone,  and the Owner shall have no  obligations,  duties or liabilities
with respect to such  Subservicer  including no  obligation,  duty or liability of Owner to pay such  subservicer's  fees and expenses.
For purposes of distributions  and advances by the Servicer  pursuant to this Agreement,  the Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such payment.

         Section 4.02.  Collection of Mortgage Loan Payments.

         Continuously  from the date hereof  until the date each  Mortgage  Loan ceases to be subject to this  Agreement,  the Servicer
will  proceed  with  diligence  to collect all  payments  due under each  Mortgage  Loan when the same shall become due and payable and
shall, to the extent such procedures  shall be consistent with this Agreement and the terms and provisions of related Primary  Mortgage
Insurance Policy,  follow such collection  procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and
held for its own account.  Further,  the Servicer will take reasonable care in ascertaining and estimating annual ground rents,  taxes,
assessments,  water rates, fire and hazard insurance premiums,  mortgage insurance premiums, and all other charges that, as provided in
the Mortgage,  will become due and payable to the end that the  installments  payable by the Mortgagors  will be sufficient to pay such
charges as and when they become due and payable.

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

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

         Section 4.03.  Realization Upon Defaulted Mortgage Loans.

         The Servicer shall use its reasonable  efforts,  consistent with the procedures that the Servicer would use in servicing loans
for its own account and the  requirements of the Fannie Mae Guide, to foreclose upon or otherwise  comparably  convert the ownership of
properties  securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory  arrangements  can
be made for collection of delinquent  payments  pursuant to Section 4.01. In determining the  delinquency  status of any Mortgage Loan,
the Servicer will apply the  definition of Delinquent as such term is defined under the related  pooling and servicing  agreement.  The
Servicer  shall use its  reasonable  efforts to realize upon  defaulted  Mortgage  Loans in such manner as will maximize the receipt of
principal and interest by the Owner,  taking into account,  among other things,  the timing of foreclosure  proceedings.  The foregoing
is subject to the  provisions  that, in any case in which  Mortgaged  Property  shall have suffered  damage,  the Servicer shall not be
required to expend its own funds toward the  restoration  of such property  unless it shall  determine in its  discretion (i) that such
restoration  will increase the proceeds of  liquidation  of the related  Mortgage Loan to the Owner after  reimbursement  to itself for
such expenses,  and (ii) that such expenses will be  recoverable by the Servicer  through  Insurance  Proceeds or Liquidation  Proceeds
from the related  Mortgaged  Property,  as  contemplated  in Section 4.05. The Servicer shall be responsible for all costs and expenses
incurred  by it in any such  proceedings  or  functions  as  Servicing  Advances;  provided,  however,  that it shall  be  entitled  to
reimbursement  therefor as provided in Section 4.05.  Notwithstanding  anything to the contrary  contained herein, in connection with a
foreclosure  or  acceptance  of a deed in lieu of  foreclosure,  in the event the  Servicer  has  reasonable  cause to  believe  that a
Mortgaged  Property is contaminated by hazardous or toxic  substances or wastes,  or if the Owner otherwise  requests an  environmental
inspection  or review of such  Mortgaged  Property,  such an  inspection  or review is to be conducted by a qualified  inspector.  Upon
completion of the  inspection,  the Servicer shall promptly  provide the Owner with a written report of the  environmental  inspection.
After  reviewing the  environmental  inspection  report,  the Owner shall  determine how the Servicer shall proceed with respect to the
Mortgaged Property.

         Section 4.04.       Establishment of Custodial Accounts; Deposits in Custodial Accounts.

         The Servicer  shall  segregate  and hold all funds  collected  and received  pursuant to each Mortgage Loan separate and apart
from any of its own funds and general assets and shall establish and maintain one or more Custodial  Accounts.  Each Custodial  Account
shall be established with a Qualified  Depository.  To the extent such funds are not deposited in a Custodial  Account,  such funds may
be invested in Permitted  Investments  for the benefit of the Owner (with any income earned  thereon for the benefit of the  Servicer).
Custodial  Accounts  will be reconciled  within 45 days.  Funds  deposited in the Custodial  Account may be drawn on by the Servicer in
accordance  with Section  4.05.  The creation of any Custodial  Account  shall be evidenced by a letter  agreement in the form shown in
Exhibit B hereto.  The original of such letter  agreement shall be furnished to the Owner upon request.  The Servicer  acknowledges and
agrees that the Servicer  shall bear any losses  incurred  with respect to Permitted  Investments.  The amount of any such losses shall
be immediately  deposited by the Servicer in the Custodial  Account,  out of the Servicer's own funds,  with no right to  reimbursement
therefor.

         The Servicer  shall  deposit in a mortgage  clearing  account on a daily basis,  and in the  Custodial  Account or Accounts no
later than 48 hours after receipt and identification of funds and retain therein the following payments and collections:


                  (i)      all payments on account of principal,  including Principal Prepayments and penalties,  on the Mortgage Loans
                           received after the Cut-off Date;

                  (ii)     all payments on account of interest on the Mortgage Loans adjusted to the related  Mortgage Loan  Remittance
                           Rate received after the Cut-off Date;

                  (iii)    all Net Liquidation Proceeds received after the Cut-off Date;

                  (iv)     any net amounts  received  by the  Servicer  after the  Cut-off  Date in  connection  with any REO  Property
                           pursuant to Section 4.13;

                  (v)      all Insurance  Proceeds received after the Cut-off Date including amounts required to be deposited  pursuant
                           to  Sections  4.08 and 4.10,  other  than  proceeds  to be held in the  Escrow  Account  and  applied to the
                           restoration  or repair of the  Mortgaged  Property or  released  to the  Mortgagor  in  accordance  with the
                           Servicer's normal servicing procedures, the loan documents or applicable law;

                  (vi)     all  Condemnation  Proceeds  affecting any  Mortgaged  Property  received  after the Cut-off Date other than
                           proceeds  to be held in the  Escrow  Account  and  applied  to the  restoration  or repair of the  Mortgaged
                           Property or released to the Mortgagor in accordance with the Servicer's  normal  servicing  procedures,  the
                           loan documents or applicable law;

                  (vii)    any Monthly Advances as provided in Section 5.03;

                  (viii)   any amounts  received after the Cut-off Date and required to be deposited in the Custodial  Account pursuant
                           to Section 6.02; and

                  (ix)     with respect to each full or partial  Principal  Prepayment  received after the Cut-off Date, any Prepayment
                           Interest  Shortfalls,  to the extent of the Servicer's  aggregate Servicing Fee received with respect to the
                           related Due Period.
         The foregoing  requirements  for deposit in the Custodial  Account shall be exclusive,  it being  understood  and agreed that,
without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the extent
permitted by Section 6.01, and all Prepayment Interest Excess need not be deposited by the Servicer in the Custodial Account.

         Section 4.05.  Permitted Withdrawals From the Custodial Account.

         The Servicer may, from time to time, make withdrawals from the Custodial Account for the following purposes:

         (i)      to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;

         (ii)     to reimburse  itself for Monthly  Advances,  the Servicer's right to reimburse itself pursuant to this subclause (ii)
being limited to amounts received on the related  Mortgage Loan which represent late  collections  (net of the related  Servicing Fees)
of principal and/or interest respecting which any such advance was made;

         (iii)    to reimburse  itself for  unreimbursed  Servicing  Advances and Monthly  Advances,  the Servicer's right to reimburse
itself  pursuant to this  subclause  (iii) with  respect to any  Mortgage  Loan being  limited to  Liquidation  Proceeds,  Condemnation
Proceeds and Insurance Proceeds received after the Cut-off Date related to such Mortgage Loan;

         (iv)     to pay to itself as  servicing  compensation  (a) any  interest  earned on funds in the  Custodial  Account (all such
interest to be  withdrawn  monthly not later than each  Remittance  Date) and (b) the  Servicing  Fee from that  portion of any payment
recovery attributable to interest on a particular Mortgage Loan;

         (v)      to reimburse itself for any Nonrecoverable Advances;

         (vi)     to transfer funds to another Qualified Depository in accordance with Section 4.09 hereof;

         (vii)    to reimburse itself as provided in Section 8.03 hereof;

         (viii)   to remove funds inadvertently placed in the Custodial Account in error by the Servicer; and

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

         Section 4.06.  Establishment of Escrow Accounts; Deposits in Escrow Accounts.

         The Servicer  shall  segregate  and hold all funds  collected and received  pursuant to each  Mortgage  Loan which  constitute
Escrow  Payments  separate and apart from any of its own funds and general  assets and shall  establish and maintain one or more Escrow
Accounts.  Each Escrow  Account  shall be  established  with a Qualified  Depository.  To the extent such funds are not deposited in an
Escrow  Account,  such funds may be invested in Permitted  Investments.  Funds  deposited  in an Escrow  Account may be drawn on by the
Servicer in accordance  with Section  4.07.  The creation of any Escrow  Account  shall be evidenced by a letter  agreement in the form
shown in Exhibit C. The  original of such letter  agreement  shall be furnished to the Owner upon  request.  The Servicer  acknowledges
and agrees that the  Servicer  shall bear any losses  incurred  with respect to  Permitted  Investments.  The amount of any such losses
shall be immediately  deposited by the Servicer in the Escrow Account,  as appropriate,  out of the Servicer's own funds, with no right
to reimbursement therefor.

         The Servicer  shall deposit in a mortgage  clearing  account on a daily basis,  and in the Escrow Account or Accounts no later
than 48 hours after receipt of funds and retain therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
items as are required under the terms of this Agreement;

         (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

         (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

         The  Servicer  shall  make  withdrawals  from an Escrow  Account  only to effect  such  payments  as are  required  under this
Agreement,  and for such other  purposes  as shall be as set forth in and in  accordance  with  Section  4.07.  Except as  provided  in
Section  4.07,  the Servicer  shall be entitled to retain any interest  paid on funds  deposited in an Escrow  Account by the Qualified
Depository.

         Section 4.07.  Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by the Servicer only:

         (i)      to effect timely payments of ground rents,  taxes,  assessments,  water rates,  fire and hazard  insurance  premiums,
Primary Mortgage Insurance Policy premiums, if applicable, and comparable items;

         (ii)     to reimburse  Servicer for any Servicing  Advance made by Servicer  with respect to a related  Mortgage Loan but only
from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

         (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

         (iv)     for transfer to the Custodial Account in connection with an acquisition of REO Property;

         (v)      for application to restoration or repair of the Mortgaged Property;

         (vi)     to pay to the Servicer,  or to the Mortgagor to the extent  required by law, any interest paid on the funds deposited
in the Escrow Account;

         (vii)    to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06;

         (viii)   to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and

         (ix)     to clear and terminate the Escrow Account on the termination of this Agreement.

         As part of its servicing  duties,  the Servicer shall pay to the  Mortgagors  interest on funds in an Escrow  Account,  to the
extent  required  by law,  and to the extent  that  interest  earned on funds in the Escrow  Account  is  insufficient,  shall pay such
interest from its own funds, without any reimbursement therefor.

         Section  4.08.  Payment  of Taxes,  Insurance  and Other  Charges,  Maintenance  of  Primary  Mortgage  Insurance  Policies,
Collections Thereunder.

         With respect to each Mortgage  Loan,  the Servicer  shall  maintain  accurate  records  reflecting the status of ground rents,
taxes,  assessments,  water  rates and other  charges  which are or may  become a lien upon the  Mortgaged  Property  and the status of
Primary Mortgage  Insurance Policy premiums and fire and hazard insurance  coverage and shall obtain,  from time to time, all bills for
the  payment of such  charges,  including  renewal  premiums  and shall  effect  payment  thereof  prior to the  applicable  penalty or
termination  date and at a time  appropriate  for securing  maximum  discounts  allowable,  employing for such purpose  deposits of the
Mortgagor  in the Escrow  Account  which shall have been  estimated  and  accumulated  by the Servicer in amounts  sufficient  for such
purposes,  as allowed  under the terms of the Mortgage or  applicable  law. To the extent that the Mortgage does not provide for Escrow
Payments,  the  Servicer  shall  determine  that any such  payments  are made by the  Mortgagor  when due.  The  Servicer  assumes full
responsibility  for the  timely  payment of all such bills and shall  effect  timely  payments  of all such bills  irrespective  of the
Mortgagor's  faithful  performance  in the payment of same or the making of the Escrow  Payments and shall make  advances  from its own
funds to effect such payments.

         The Servicer will maintain in full force and effect Primary  Mortgage  Insurance  Policies issued by a Qualified  Insurer with
respect to each  Mortgage  Loan for which such coverage is herein  required.  Such  coverage will be maintained  until the ratio of the
current outstanding  principal balance of the related Mortgage Loan to the appraised value of the related Mortgaged Property,  based on
the most  recent  appraisal  of the  Mortgaged  Property  performed  by a Qualified  Appraiser,  such  appraisal  to be included in the
Servicing  File, is reduced to an amount for which Fannie Mae no longer  requires such  insurance to be  maintained.  The Servicer will
not cancel or refuse to renew any Primary  Mortgage  Insurance  Policy that is required to be kept in force under this Agreement unless
a  replacement  Primary  Mortgage  Insurance  Policy for such  canceled or nonrenewed  policy is obtained  from and  maintained  with a
Qualified  Insurer.  The Servicer shall not take any action which would result in noncoverage  under any  applicable  Primary  Mortgage
Insurance  Policy of any loss which,  but for the actions of the Servicer would have been covered  thereunder.  In connection  with any
assumption or  substitution  agreement  entered into or to be entered into pursuant to Section 6.01, the Servicer shall promptly notify
the insurer  under the related  Primary  Mortgage  Insurance  Policy,  if any, of such  assumption  or  substitution  of  liability  in
accordance  with the terms of such policy and shall take all  actions  which may be  required  by such  insurer as a  condition  to the
continuation of coverage under the Primary Mortgage  Insurance  Policy.  If such Primary  Mortgage  Insurance Policy is terminated as a
result of such assumption or substitution of liability,  the Servicer shall obtain a replacement  Primary Mortgage  Insurance Policy as
provided above.

         In  connection  with its  activities  as  servicer,  the Servicer  agrees to prepare and present,  on behalf of itself and the
Owner,  claims to the insurer under any Private  Mortgage  Insurance  Policy in a timely  fashion in accordance  with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance  Policy  respecting a defaulted  Mortgage  Loan.  Pursuant to Section 4.04,  any amounts  collected by the Servicer
under any Primary Mortgage  Insurance  Policy shall be deposited in the Custodial  Account,  subject to withdrawal  pursuant to Section
4.05.

         Section 4.09.  Transfer of Accounts.

         The Servicer may  transfer  the  Custodial  Account or the Escrow  Account to a different  Qualified  Depository  from time to
time.  The Servicer  shall notify the Owner of any such  transfer  within 15 Business  Days of transfer.  If any one of the  investment
ratings of a Qualified  Depository  holding funds or Eligible  Investments in the Custodial  Account or Escrow Account is downgraded by
the issuing rating agency,  the Servicer shall,  within three (3) Business Days of receipt of notice of the  downgrading,  transfer all
such accounts, funds and Permitted Investments to a different Qualified Depository in accordance with this Agreement.

         Section 4.10.  Maintenance of Hazard Insurance.

         The Servicer  shall cause to be  maintained  for each  Mortgage Loan fire and hazard  insurance  with extended  coverage as is
customary in the area where the  Mortgaged  Property is located in an amount which is equal to the lesser of (i) the maximum  insurable
value of the  improvements  securing such Mortgage Loan or (ii) the greater of (a) the  outstanding  principal  balance of the Mortgage
Loan,  and (b) the  percentage  such that the proceeds  thereof shall be sufficient to prevent the Mortgagor  and/or the Mortgagee from
becoming  a  co-insurer.  If the  Mortgaged  Property  is in an area  identified  in the  Federal  Register  by the  Federal  Emergency
Management  Agency as being a special flood hazard area that has  federally-mandated  flood insurance  requirements,  the Servicer will
cause to be  maintained  a flood  insurance  policy  meeting the  requirements  of the  current  guidelines  of the  Federal  Insurance
Administration with a generally  acceptable  insurance carrier,  in an amount representing  coverage not less than the least of (i) the
outstanding  principal balance of the Mortgage Loan, (ii) the maximum  insurable value of the improvements  securing such Mortgage Loan
or (iii) the maximum  amount of  insurance  which is  available  under the Flood  Disaster  Protection  Act of 1973,  as  amended.  The
Servicer  shall also  maintain on the REO Property,  fire and hazard  insurance  with extended  coverage in an amount which is at least
equal to the maximum  insurable value of the  improvements  which are a part of such property,  liability  insurance and, to the extent
required and available  under the Flood Disaster  Protection Act of 1973, as amended,  flood  insurance in an amount as provided above.
Any amounts  collected by the Servicer  under any such policies other than amounts to be deposited in the Escrow Account and applied to
the  restoration or repair of the Mortgaged  Property or REO Property,  or released to the Mortgagor in accordance  with the Servicer's
normal  servicing  procedures,  shall be deposited in the  Custodial  Account,  subject to  withdrawal  pursuant to Section 4.05. It is
understood  and agreed that no other  additional  insurance need be required by the Servicer or the Mortgagor or maintained on property
acquired in respect of the Mortgage  Loans,  other than pursuant to the Fannie Mae Guide or such  applicable  state or federal laws and
regulations  as shall at any time be in force and as shall  require such  additional  insurance.  All such  policies  shall be endorsed
with standard  mortgagee  clauses with loss payable to the Servicer and its  successors  and/or  assigns and shall provide for at least
thirty days prior written  notice of any  cancellation,  reduction in the amount or material  change in coverage to the  Servicer.  The
Servicer shall not interfere  with the  Mortgagor's  freedom of choice in selecting  either his insurance  carrier or agent,  provided,
however,  that the Servicer  shall not accept any such  insurance  policies from insurance  companies  unless such companies  currently
reflect a General  Policy Rating in Best's Key Rating Guide  currently  acceptable to Fannie Mae and are licensed to do business in the
state wherein the property subject to the policy is located.

         Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Servicer  shall obtain and maintain a mortgage  impairment  or blanket  policy  issued by an issuer that
has a Best rating of A:VI insuring  against  hazard losses on all of Mortgaged  Properties  securing the Mortgage  Loans,  then, to the
extent such policy  provides  coverage in an amount equal to the amount required  pursuant to Section 4.10 and otherwise  complies with
all other  requirements  of Section 4.10, the Servicer shall  conclusively  be deemed to have satisfied its obligations as set forth in
Section 4.10, it being  understood and agreed that such policy may contain a deductible  clause,  in which case the Servicer  shall, in
the event that there shall not have been maintained on the related  Mortgaged  Property or REO Property a policy complying with Section
4.10, and there shall have been one or more losses which would have been covered by such policy,  deposit in the Custodial  Account the
amount not otherwise  payable  under the blanket  policy  because of such  deductible  clause.  In  connection  with its  activities as
Servicer of the Mortgage  Loans,  the Servicer  agrees to prepare and  present,  on behalf of the Owner,  claims under any such blanket
policy in a timely  fashion in  accordance  with the terms of such policy.  Upon request of the Owner,  the Servicer  shall cause to be
delivered to the Owner a certified  true copy of such policy and a statement from the insurer  thereunder  that such policy shall in no
event be terminated or materially modified without thirty (30) days prior written notice to the Owner.

         Section 4.12.  Fidelity Bond, Errors and Omissions Insurance.

         The Servicer shall maintain,  at its own expense, a blanket fidelity bond and an errors and omissions  insurance policy,  with
broad coverage with responsible  companies that would meet the requirements of Fannie Mae or Freddie Mac on all officers,  employees or
other persons acting in any capacity with regard to the Mortgage Loans and who handle funds,  money,  documents and papers  relating to
the Mortgage Loans.  The Fidelity Bond and errors and omissions  insurance shall be in the form of the Mortgage  Banker's  Blanket Bond
and shall protect and insure the Servicer against losses,  including  forgery,  theft,  embezzlement,  fraud,  errors and omissions and
negligent  acts of such  persons.  Such Fidelity  Bond and errors and  omissions  insurance  shall also protect and insure the Servicer
against losses in connection with the failure to maintain any insurance  policies  required  pursuant to this Agreement and the release
or satisfaction of a Mortgage Loan without having obtained  payment in full of the indebtedness  secured thereby.  No provision of this
Section 4.12  requiring  the Fidelity Bond and errors and omissions  insurance  shall  diminish or relieve the Servicer from its duties
and  obligations as set forth in this  Agreement.  The minimum  coverage under any such Fidelity Bond and insurance  policy shall be at
least  equal to the  corresponding  amounts  required by Fannie Mae in the Fannie Mae Guide or by Freddie Mac in the Freddie Mac Guide.
The Servicer shall,  upon request of Owner,  deliver to the Owner a certificate  from the surety and the insurer as to the existence of
the Fidelity  Bond and errors and  omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such
Fidelity Bond or insurance  policy shall in no event be terminated or materially  modified  without thirty days prior written notice to
the Owner.  The Servicer  shall notify the Owner within five  Business  Days of receipt of notice that such  Fidelity Bond or insurance
policy  will be, or has been,  materially  modified or  terminated.  The Owner and its  successors  or assigns as their  interests  may
appear must be named as loss payees on the Fidelity Bond and as additional insured on the errors and omissions policy.

         Section 4.13.  Title, Management and Disposition of REO Property.

         In the event that title to any Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate  of sale shall be taken in the name of the Owner or its  designee.  Any such  Person or Persons  holding  such title  other
than the Owner shall acknowledge in writing that such title is being held as nominee for the benefit of the Owner.

         The  Servicer  shall  assume the  responsibility  for  marketing  each REO  Property in  accordance  with  Accepted  Servicing
Practices.  Thereafter,  the Servicer  shall  continue to provide  certain  administrative  services to the Owner  relating to such REO
Property as set forth in this Section  4.13.  The REO Property  must be sold within three years  following the end of the calendar year
of the date of acquisition,  unless a REMIC election has been made with respect to the  arrangement  under which the Mortgage Loans and
REO Property are held and (i) the Owner shall have been supplied with an Opinion of Counsel (at the  Servicer's  expense) to the effect
that the holding by the related trust of such  Mortgaged  Property  subsequent to such  three-year  period (and  specifying  the period
beyond such three-year  period for which the Mortgaged  Property may be held) will not result in the imposition of taxes on "prohibited
transactions"  of the related  trust as defined in Section 860F of the Code,  or cause the related REMIC to fail to qualify as a REMIC,
in which case the related trust may continue to hold such Mortgaged  Property  (subject to any conditions  contained in such Opinion of
Counsel),  or (ii) the Owner (at the  Servicer's  expense) or the  Servicer  shall have applied for,  prior to the  expiration  of such
three-year  period, an extension of such three-year  period in the manner  contemplated by Section 856(e)(3) of the Code, in which case
the  three-year  period  shall be extended by the  applicable  period.  If a period  longer  than three  years is  permitted  under the
foregoing  sentence and is necessary to sell any REO  Property,  the Servicer  shall report  monthly to the Owner as to progress  being
made in selling such REO Property.

         Notwithstanding  any other  provision of this  Agreement,  if a REMIC election has been made, no Mortgaged  Property held by a
REMIC  shall be rented (or  allowed to continue to be rented) or  otherwise  used for the  production  of income by or on behalf of the
related  trust or sold or managed in such a manner or  pursuant  to any terms that would (i) cause such  Mortgaged  Property to fail to
qualify at any time as  "foreclosure  property"  within a meaning of Section  860G(a)(8) of the Code, (ii) subject the related trust to
the imposition of any federal or state income taxes on "net income from foreclosure  property" with respect to such Mortgaged  Property
within the meaning of Section  860G(c) of the Code, or (iii) cause the sale of such Mortgaged  Property to result in the receipt by the
related  trust or any income from  non-permitted  assets as described in Section  860F(a)  (2)(B) of the Code,  unless the Servicer has
agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.

         The Servicer  shall deposit or cause to be deposited,  on a daily basis in each Custodial  Account all revenues  received with
respect to the related REO Property and shall withdraw  therefrom funds necessary for the proper operation,  management and maintenance
of the REO  Property,  including the cost of  maintaining  any hazard  insurance  pursuant to Section 4.10 hereof.  The Servicer  shall
maintain  separate records with respect to each REO Property  identifying all deposits and withdrawals  from the Custodial  Account for
each REO Property.

         The Servicer shall furnish to the Owner on each  Remittance  Date, an operating  statement for each REO Property  covering the
operation of each REO Property for the previous  month.  Such operating  statement  shall be  accompanied by such other  information as
the Owner shall reasonably request.

         The Servicer shall,  either itself or through an agent selected by the Servicer,  and in accordance with the Fannie Mae Guide,
manage,  conserve,  protect and operate each REO Property in the same manner that it manages,  conserves,  protects and operates  other
foreclosed  property for its own  account,  and in the same manner that  similar  property in the same  locality as the REO Property is
managed.  Each REO  Disposition  shall be carried out by the Servicer at such price and upon such terms and  conditions as the Servicer
deems to be in the best  interest  of the Owner.  The REO  Disposition  Proceeds  from the sale of the REO  Property  shall be promptly
deposited in the Custodial  Account.  As soon as practical  thereafter,  the expenses of such sale shall be paid and the Servicer shall
reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.

         The Servicer  shall cause each REO Property to be inspected  promptly  upon the  acquisition  of title thereto and shall cause
each REO  Property to be  inspected  at least  monthly  thereafter  or more  frequently  as may be required by the  circumstances.  The
Servicer  shall make or cause the  inspector to make a written  report of each such  inspection.  Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

         Section 4.14.  Notification of Adjustments.

         With respect to each  Mortgage  Loan,  the  Servicer  shall adjust the Mortgage  Interest  Rate on the related  Interest  Rate
Adjustment  Date in compliance  with  requirements  of applicable  law and the related  Mortgage and Mortgage  Note. The Servicer shall
execute and deliver  any and all  necessary  notices  required  under  applicable  law and the terms of the related  Mortgage  Note and
Mortgage  regarding the Mortgage Interest Rate  adjustments.  The Servicer shall promptly,  upon written request  therefor,  deliver to
the Owner such  notifications  and any additional  applicable  data regarding  such  adjustments  and the methods used to calculate and
implement  such  adjustments.  Upon the  discovery by the Servicer or the receipt of notice from the Owner that the Servicer has failed
to adjust a Mortgage  Interest  Rate in  accordance  with the terms of the related  Mortgage  Note and  Mortgage,  the  Servicer  shall
immediately  deposit in the  Custodial  Account  from its own funds the amount of any  interest  loss or  deferral  caused to the Owner
thereby.

                                                               ARTICLE V
                                                         PAYMENTS TO THE OWNER

         Section 5.01.  Remittances.

         On each  Remittance  Date, the Servicer shall remit to the Owner (i) all amounts  credited to the Custodial  Account as of the
close of business on the last day of the calendar month preceding the  Determination  Date, net of charges against or withdrawals  from
the Custodial Account pursuant to Section 4.05, except (a) Full Principal  Prepayments  received on or before the 15th day of the month
in which a  Remittance  Date occurs  shall be  remitted  to the Owner on the  Remittance  Date of such  month,  and (b) Full  Principal
Prepayments  received  after the 15th day of the month in which a  Remittance  Date  occurs  shall be remitted to the Owner on the next
following  Remittance Date, plus, to the extent not already deposited in the Custodial  Account,  the sum of (ii) all Monthly Advances,
if any,  which the Servicer is obligated  to  distribute  pursuant to Section 5.03 and (iii) all  Prepayment  Interest  Shortfalls  the
Servicer is required to make up pursuant to Section 4.04, minus (iv) any amounts  attributable to Monthly Payments  collected after the
Cut-off Date but due on a Due Date or Dates  subsequent  to the last day of the related Due Period,  which amounts shall be remitted on
the related Remittance Date next succeeding the Due Period for such amounts.

         With  respect to any  remittance  received by the Owner after the  Business  Day on which such  payment was due,  the Servicer
shall pay to the Owner  interest on any such late  payment at an annual  rate equal to the Prime Rate,  adjusted as of the date of each
change,  plus two percentage  points,  but in no event greater than the maximum amount permitted by applicable law. Such interest shall
be remitted  to the Owner by the  Servicer on the date such late  payment is made and shall  cover the period  commencing  with the day
following  such  Business  Day and ending with the  Business  Day on which such  payment is made,  both  inclusive.  The payment by the
Servicer  of any such  interest  shall  not be deemed an  extension  of time for  payment  or a waiver of any Event of  Default  by the
Servicer.

         Section 5.02      Statements to the Owner and the Master Servicer.

         The Servicer shall furnish to the Master Serivcer an individual  Mortgage Loan accounting report (a "Report"),  as of the last
Business Day of each month and the end of the related  Prepayment Period, as applicable,  in the Servicer's  assigned loan number order
to document  Mortgage Loan payment  activity on an individual  Mortgage  Loan basis.  With respect to each month,  such Report shall be
received by the Owner and the Master  Servicer no later than the tenth  Business Day of the month of the related  Remittance  Date (or,
with respect to  information  as to Full Principal  Prepayments  and prepayment  penalties no later than one (1) Business Day after the
end of each Prepayment  Period), a report in an Excel (or compatible)  electronic format, in such format as may be mutually agreed upon
by both the Owner and the  Servicer,  and which shall  provide the  information  required to be contained in the monthly  statements to
certificateholders as specified in the related pooling and servicing Agreement, to the extent applicable to the Servicer.

         In addition,  the Servicer  shall provide to the Master  Servicer and the Owner such other  information  known or available to
the Servicer that is necessary in order to provide the distribution  and pool performance  information as required under Regulation AB,
as amended from time to time, as  determined by the Owner in its sole  discretion.  The Servicer  shall also provide a monthly  report,
in the form of Exhibit E hereto,  or such other form as is mutually  acceptable  to the  Servicer,  the Owner and the Master  Servicer,
Exhibit F with respect to defaulted mortgage loans and Exhibit K, with respect to realized losses and gains, with each such report.

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

         In addition,  not more than 60 days after the end of each calendar  year, the Servicer shall furnish to each Person who was an
Owner and the Master  Servicer at any time during such  calendar  year an annual  statement  in  accordance  with the  requirements  of
applicable  federal  income tax law as to the aggregate of  remittances  of principal and interest for the  applicable  portion of such
year.

         Section 5.03.  Monthly Advances by the Servicer.

         Not later than the close of business on the Business Day preceding  each  Remittance  Date,  the Servicer shall deposit in the
Custodial  Account an amount  equal to all payments  not  previously  advanced by the  Servicer,  whether or not  deferred  pursuant to
Section  4.01, of Monthly  Payments,  adjusted to the related  Mortgage  Loan  Remittance  Rate,  which are  delinquent at the close of
business on the related  Determination Date; provided,  however,  that the amount of any such deposit may be reduced by the Amount Held
for Future  Distribution  (as  defined  below)  then on deposit in the  Custodial  Account.  Any  portion of the Amount Held for Future
Distribution  used to pay Monthly  Advances  shall be replaced by the  Servicer  by deposit  into the  Custodial  Account on any future
Remittance  Date to the  extent  that the funds  that are  available  in the  Custodial  Account  for  remittance  to the Owner on such
Remittance Date are less than the amount of payments required to be made to the Owner on such Remittance Date.

         The "Amount Held for Future  Distribution"  as to any Remittance  Date shall be the total of the amounts held in the Custodial
Account at the close of business on the  preceding  Determination  Date which were  received  after the Cut-off  Date on account of (i)
Liquidation  Proceeds,  Insurance Proceeds,  and Principal  Prepayments received or made in the month of such Remittance Date, and (ii)
payments  which  represent  early  receipt of scheduled  payments of principal  and interest due on a date or dates  subsequent  to the
related Due Date.

         The Servicer's  obligation to make such Monthly Advances as to any Mortgage Loan will continue  through the final  disposition
or liquidation of the Mortgaged Property,  unless the Servicer deems such advance to be nonrecoverable from Liquidation  Proceeds,  REO
Disposition  Proceeds or Insurance  Proceeds with respect to the  applicable  Mortgage  Loan. In such latter event,  the Servicer shall
deliver to the Owner an  Officer's  Certificate  of the Servicer to the effect that an officer of the Servicer has reviewed the related
Servicing  File and has  obtained a recent  appraisal  and has made the  reasonable  determination  that any  additional  advances  are
nonrecoverable from Liquidation or Insurance Proceeds with respect to the applicable Mortgage Loan.

         Section 5.04.  Liquidation Reports.

         Upon the  foreclosure  sale of any Mortgaged  Property or the  acquisition  thereof by the Owner pursuant to a deed-in-lieu of
foreclosure,  the Servicer shall submit to the Owner a liquidation  report with respect to such Mortgaged  Property in such form as the
Servicer  and the Owner  shall  agree.  The  Servicer  shall  also  provide  reports  on the  status of REO  Property  containing  such
information as Owner may reasonably require.

                                                              ARTICLE VI
                                                     GENERAL SERVICING PROCEDURES

         Section 6.01.  Assumption Agreements.

         The  Servicer  will,  to the extent it has  knowledge  of any  conveyance  or  prospective  conveyance  by any  Mortgagor of a
Mortgaged  Property  (whether by absolute  conveyance or by contract of, sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the  Servicer  shall not exercise any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related Primary  Mortgage  Insurance  Policy,  if any. If the Servicer  reasonably  believes it is unable
under applicable law to enforce such  "due-on-sale"  clause, the Servicer,  will enter into an assumption  agreement with the person to
whom the Mortgaged  Property has been conveyed or is proposed to be conveyed,  pursuant to which such person  becomes  liable under the
Mortgage  Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains  liable  thereon.  Where an assumption is
allowed pursuant to this Section 6.01, the Servicer,  with the prior consent of the primary mortgage insurer,  if any, is authorized to
enter into a substitution  of liability  agreement  with the person to whom the Mortgaged  Property has been conveyed or is proposed to
be conveyed  pursuant to which the original  mortgagor is released  from  liability  and such Person is  substituted  as mortgagor  and
becomes  liable under the related  Mortgage  Note.  Any such  substitution  of liability  agreement  shall be in lieu of an  assumption
agreement.

         In connection  with any such assumption or substitution  of liability,  the Servicer shall follow the  underwriting  practices
and procedures of the Fannie Mae Guide.  With respect to an assumption or substitution of liability,  the Mortgage  Interest Rate borne
by the related  Mortgage Note and the amount of the Monthly  Payment may not be changed.  The Servicer  shall notify the Owner that any
such  substitution  of  liability or  assumption  agreement  has been  completed  by  forwarding  to the Owner the original of any such
substitution  of liability or assumption  agreement,  which document  shall be added to the related  Mortgage Loan Documents and shall,
for all  purposes,  be  considered a part of such  related  mortgage  file to the same extent as all other  documents  and  instruments
constituting  a part  thereof.  All fees  collected by the  Servicer  for entering  into an  assumption  or  substitution  of liability
agreement shall belong to the Servicer.

         Notwithstanding the foregoing  paragraphs of this section or any other provision of this Agreement,  the Servicer shall not be
deemed to be in default,  breach or any other violation of its obligations  hereunder by reason of any assumption of a Mortgage Loan by
operation  of law or any  assumption  which the Servicer may be  restricted  by law from  preventing,  for any reason  whatsoever.  For
purposes of this  Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property  subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02.  Satisfaction of Mortgages and Release of Mortgage Loan Documents.

         Upon the payment in full of any Mortgage Loan, the Servicer will  immediately  notify the Custodian with a  certification  and
request for release by a Servicing Officer,  which  certification  shall include a statement to the effect that all amounts received in
connection  with such  payment  which are  required to be  deposited  in the  Custodial  Account  pursuant to Section 4.04 have been so
deposited,  and a request for  delivery to the Servicer of the portion of the  Mortgage  Loan  Documents  held by the  Custodian.  Upon
receipt of such  certification  and request,  the Owner shall promptly  release or cause the Custodian to promptly  release the related
Mortgage  Loan  Documents  to the  Servicer and the  Servicer  shall  prepare and deliver for  execution by the Owner or at the Owner's
option  execute  under the  authority of a power of attorney  delivered to the Servicer by the Owner any  satisfaction  or release.  No
expense  incurred in  connection  with any  instrument of  satisfaction  or deed of  reconveyance  shall be chargeable to the Custodial
Account.

         In the event the  Servicer  satisfies  or releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured by the Mortgage or should it otherwise  prejudice  any right the Owner may have under the mortgage  instruments,  the Servicer,
upon written demand,  shall remit within one Business Day to the Owner the then outstanding  principal  balance of the related Mortgage
Loan by deposit  thereof in the Custodial  Account.  The Servicer  shall  maintain the Fidelity Bond insuring the Servicer  against any
loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

         From time to time and as  appropriate  for the servicing or foreclosure  of the Mortgage  Loans,  including for the purpose of
collection  under any Primary  Mortgage  Insurance  Policy,  upon request of the Servicer and delivery to the  Custodian of a servicing
receipt  signed by a Servicing  Officer,  the Custodian  shall release the portion of the Mortgage Loan Documents held by the Custodian
to the Servicer.  Such  servicing  receipt shall  obligate the Servicer to promptly  return the related  Mortgage Loan Documents to the
Custodian,  when the need therefor by the Servicer no longer exists,  unless the Mortgage Loan has been  liquidated and the Liquidation
Proceeds  relating to the Mortgage  Loan have been  deposited in the  Custodial  Account or such  documents  have been  delivered to an
attorney,  or to a public  trustee or other public  official as required by law, for purposes of initiating or pursuing legal action or
other  proceedings for the foreclosure of the Mortgaged  Property either  judicially or  non-judicially,  and the Servicer has promptly
delivered to the Owner or the Custodian a  certificate  of a Servicing  Officer  certifying as to the name and address of the Person to
which such  documents  were  delivered  and the purpose or purposes of such  delivery.  Upon  receipt of a  certificate  of a Servicing
Officer  stating that such Mortgage Loan was  liquidated,  the servicing  receipt shall be released by the Owner or the  Custodian,  as
applicable, to the Servicer.

         Section 6.03.  Servicing Compensation.

         As  compensation  for its services  hereunder,  the Servicer  shall be entitled to withdraw from the  Custodial  Account or to
retain from interest  payments on the Mortgage Loans the amounts  provided for as the Servicer's  Servicing Fee.  Additional  servicing
compensation  in the form of assumption  fees,  as provided in Section 6.01,  late payment  charges and other  ancillary  fees shall be
retained by the Servicer to the extent not required to be deposited in the  Custodial  Account.  The Servicer  shall be required to pay
all expenses incurred by it in connection with its servicing activities  hereunder and shall not be entitled to reimbursement  therefor
except as specifically provided for.

         Section 6.04.     Annual Statement as to Compliance; Annual Certification.

         (a)      The  Servicer  will deliver to the Owner and the Master  Servicer,  not later than March 15th of each  calendar  year
beginning in 2007, an Officer's  Certificate (an "Annual Statement of Compliance")  stating,  as to each signatory thereof,  that (i) a
review of the  activities  of the  Servicer  during the  preceding  calendar  year and of  performance  under this  Agreement  or other
applicable servicing agreement has been made under such officer's  supervision and (ii) to the best of such officer's knowledge,  based
on such review, the Servicer has fulfilled all of its obligations under this Agreement or other applicable  servicing  agreement in all
material  respects  throughout  such year,  or, if there has been a failure to fulfill any such  obligation  in any  material  respect,
specifying  each such failure  known to such officer and the nature and status of cure  provisions  thereof.  Such Annual  Statement of
Compliance  shall contain no  restrictions  or  limitations on its use.  Copies of such statement  shall be provided by the Servicer to
the Owner upon request and by the Owner to any Person  identified as a prospective  purchaser of the Mortgage  Loans. In the event that
the Servicer has delegated any servicing  responsibilities  with respect to the Mortgage  Loans to a  Subservicer,  the Servicer  shall
deliver an Annual  Statement of Compliance  of the  Subservicer  as described  above as to each  Subservicer  as and when required with
respect to the Servicer.

         (b)      With  respect to the  Mortgage  Loans,  by March 15th of each  calendar  year  beginning  in 2007,  an officer of the
Servicer  shall  execute and deliver an Officer's  Certificate  (an "Annual  Certification")  to the Owner,  the Master  Servicer,  the
Securities  Administrator,  and any  related  Depositor  for the  benefit of each such  entity  and such  entity's  affiliates  and the
officers,  directors  and agents of any such entity and such  entity's  affiliates,  in the form  attached  hereto as Exhibit G. In the
event that the Servicer  has  delegated  any  servicing  responsibilities  with respect to the  Mortgage  Loans to a  Subservicer  or a
Subcontractor,  to the extent such  Subcontractor is "participating in the servicing  function" pursuant to Item 1122 of Regulation AB,
the Servicer shall deliver an Annual  Certification  as to each such Subservicer and  Subcontractor,  as and when required with respect
to the Servicer.

         The Servicer shall  indemnify and hold harmless the Master  Servicer and its officers,  directors,  agents and affiliates from
and against any losses,  damages,  penalties,  fines,  forfeitures,  reasonable legal fees and related costs, judgments and other costs
and expenses  arising out of or based upon a breach by the Servicer or any of its  officers,  directors,  agents or  affiliates  of its
obligations  under this Section 6.04 or Section 6.09 or the negligence,  bad faith or willful  misconduct of the Servicer in connection
therewith.  If the  indemnification  provided for herein is unavailable or insufficient to hold harmless the Master Servicer,  then the
Servicer  agrees  that it shall  contribute  to the amount paid or payable by the Master  Servicer  as a result of the losses,  claims,
damages or  liabilities  of the Master  Servicer in such  proportion  as is  appropriate  to reflect the  relative  fault of the Master
Servicer on the one hand and the Servicer on the other in connection  with a breach of the  Servicer's  obligations  under this Section
6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

         Upon request by the Owner or the Master  Servicer,  the Servicer will deliver to such  requesting  party a copy of the audited
(if such financial  statements  are available,  otherwise  unaudited)  financial  statements of the Servicer for the most recent fiscal
year of the Servicer.

         Section 6.05.     [Reserved]

         Section 6.06.  Owner's Right to Examine Servicer Records.

         The Owner shall have the right to examine and audit, at its expense,  upon reasonable notice to the Servicer,  during business
hours or at such other times as might be reasonable under applicable  circumstances,  any and all of the books, records,  documentation
or other  information  of the  Servicer,  or held by another  for the  Servicer  or on its  behalf or  otherwise,  which  relate to the
performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.

         The Servicer shall provide to the Owner and any supervisory agents or examiners  representing a state or federal  governmental
agency having  jurisdiction over the Owner access to any  documentation  regarding the Mortgage Loans in the possession of the Servicer
which may be required by any applicable  regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during
normal  business  hours and at the  offices  of the  Servicer,  and in  accordance  with the  applicable  federal  or state  government
regulations.

         Section 6.07.  Compliance with REMIC Provisions.

         If a REMIC  election has been made with respect to the  arrangement  under which the Mortgage Loans and REO Property are held,
the  Servicer  shall not take any action,  cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that,  under the REMIC  Provisions,  if taken or not taken, as the case may be could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC  (including but not limited to the tax on  "prohibited  transactions"  as defined
in  Section  860F(a)(2)  of the Code and the tax on  "contribution"  to a REMIC set forth in  Section  860G(d)  of the Code  unless the
Servicer  has  received  an Opinion of  Counsel  (at the  expense of the party  seeking to take such  actions)  to the effect  that the
contemplated action will not endanger such REMIC status or result in the imposition of any such tax.

         Section 6.08.  Non-solicitation.

         The Servicer shall not knowingly conduct any solicitation  exclusively  targeted to the Mortgagors for the purpose of inducing
or  encouraging  the early  prepayment or  refinancing  of the related  Mortgage  Loans.  It is understood  and agreed that  promotions
undertaken  by the Servicer or any agent or affiliate of the  Servicer  which are directed to the general  public at large,  including,
without limitation,  mass mailings based on commercially acquired mailing lists, newspaper,  radio and television  advertisements shall
not  constitute  solicitation  under this  section.  Nothing  contained  herein shall  prohibit the Servicer from (i)  distributing  to
Mortgagors any general  advertising  including  information  brochures,  coupon books, or other similar  documentation  which indicates
services the Servicer offers,  including  refinances or (ii) providing  financing of home equity loans to Mortgagors at the Mortgagor's
request.

         Section 6.09.     Assessment of Compliance with Servicing Criteria.

         On and after  January 1, 2006,  the Servicer  shall service and  administer,  and shall cause each  subservicer  to service or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With  respect to the Mortgage  Loans,  the Servicer  shall  deliver to the Owner or its  designee,  the Master  Servicer,  the
Securities  Administrator,  and any Depositor on or before March 15th of each calendar year beginning in 2007, a report (an "Assessment
of Compliance")  regarding the Servicer's  assessment of compliance with the Servicing  Criteria during the preceding  calendar year as
required  by Rules  13a-18 and 15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB, or as  otherwise  required  by the Master
Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:

         (a)      A statement by such officer of its responsibility for assessing  compliance with the Servicing Criteria applicable to
the Servicer;

         (b)      A statement by such officer that such officer used the  Servicing  Criteria to assess  compliance  with the Servicing
Criteria applicable to the Servicer;

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

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

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

         Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto.

         With respect to the Mortgage  Loans,  on or before March 15th of each  calendar  year  beginning in 2007,  the Servicer  shall
furnish to the Owner or its designee,  the Master Servicer,  the Securities  Administrator  and any Depositor a report (an "Attestation
Report") by a registered  public  accounting  firm that attests to, and reports on, the Assessment of Compliance  made by the Servicer,
as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of  Regulation  AB, or as otherwise  required by the Master
Servicer,  which Attestation  Report must be made in accordance with standards for attestation  reports issued or adopted by the Public
Company Accounting Oversight Board.

         The Servicer shall cause each Subservicer,  and each Subcontractor  determined by the Servicer pursuant to Section 11.15 to be
"participating  in the  servicing  function"  within the  meaning of Item 1122 of  Regulation  AB, to deliver to the Owner,  the Master
Servicer,  the  Securities  Administrator  and any  Depositor an  assessment of compliance  and  accountants'  attestation  as and when
provided in Section 6.09.

         Section 6.10.     Intent of the Parties; Reasonableness.

         The Owner and the Servicer  acknowledge and agree that a purpose of clause (g) of Article III,  Sections 5.02,  6.04, 6.09 and
10.02 of this  Agreement is to facilitate  compliance by the Owner and any Depositor  with the  provisions of Regulation AB and related
rules and  regulations of the Commission.  None of the Owner,  the Master Servicer or any Depositor shall exercise its right to request
delivery of information or other  performance  under these  provisions  other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission  thereunder.  The Servicer  acknowledges that
interpretations  of the  requirements  of  Regulation AB may change over time,  whether due to  interpretive  guidance  provided by the
Commission or its staff,  consensus among participants in the asset-backed  securities markets,  advice of counsel,  or otherwise,  and
agrees to comply with requests made by the Owner or any Depositor in good faith for delivery of information  under these  provisions on
the basis of evolving  interpretations  of Regulation AB. In connection with any  Pass-Through  Transfer,  the Servicer shall cooperate
fully with the Owner to deliver to the Owner  (including any of its assignees or designees) and any Depositor,  any and all statements,
reports,  certifications,  records and any other information necessary in the good faith determination of the Owner or any Depositor to
permit the Owner or such  Depositor to comply with the  provisions of Regulation  AB,  together with such  disclosures  relating to the
Servicer,  any Subservicer and the Mortgage  Loans,  or the servicing of the Mortgage  Loans,  reasonably  believed by the Owner or any
Depositor to be necessary in order to effect such compliance.

                                                              ARTICLE VII
                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01.  Servicer Shall Provide Information as Reasonably Required.

         The Servicer  shall furnish to the Owner upon request,  during the term of this  Agreement,  such  periodic,  special or other
reports or  information,  whether or not provided for herein,  as shall be  necessary,  reasonable or  appropriate  with respect to the
purposes of this  Agreement.  The Servicer may negotiate with the Owner for a reasonable fee for providing such report or  information,
unless (i) the Servicer is required to supply such report or information  pursuant to any other section of this Agreement,  or (ii) the
report or information  has been requested in connection with Internal  Revenue Service or other  regulatory  agency  requirements.  All
such reports or  information  shall be provided by and in accordance  with all  reasonable  instructions  and  directions  given by the
Owner.  The Servicer agrees to execute and deliver all such  instruments and take all such action as the Owner,  from time to time, may
reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

                                                             ARTICLE VIII
                                                             THE SERVICER

         Section 8.01.  Indemnification; Third Party Claims.

         The Servicer agrees to indemnify the Owner, its successors and assigns,  any agent of the Owner, and the Master Servicer,  and
hold each of such Persons harmless from and against any and all claims, losses,  damages,  penalties,  fines,  forfeitures,  legal fees
and related  costs,  judgments,  and any other costs,  fees and expenses that such Person may sustain in any way related to the failure
of the Servicer to perform in any way its duties and service the Mortgage Loans in strict  compliance  with the terms of this Agreement
and for breach of any  representation  or warranty of the Servicer  contained herein.  The Servicer shall immediately  notify the Owner
or other  indemnified  Person if a claim is made by a third party with respect to this  Agreement or the Mortgage  Loans,  assume (with
the consent of the Owner and such other Indemnified Person and with counsel  reasonably  satisfactory to the Owner and such Person) the
defense of any such claim and pay all expenses in  connection  therewith,  including  counsel  fees,  and promptly  pay,  discharge and
satisfy any judgment or decree which may be entered  against it or such other  indemnified  Person in respect of such claim but failure
to so notify the Owner and such other indemnified  Person shall not limit its obligations  hereunder.  The Servicer agrees that it will
not enter into any  settlement  of any such claim  without  the  consent of the Owner and such other  indemnified  Person  unless  such
settlement  includes an  unconditional  release of the Owner and such other  indemnified  Person from all liability that is the subject
matter of such claim.  The provisions of this Section 8.01 shall survive termination of this Agreement.

         Section 8.02.  Merger or Consolidation of the Servicer.

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

         Any Person into which the Servicer may be merged or  consolidated,  or any corporation  resulting from any merger,  conversion
or  consolidation  to which the Servicer  shall be a party,  or any Person  succeeding  to the business of the Servicer  whether or not
related to loan  servicing,  shall be the  successor of the  Servicer  hereunder,  without the  execution or filing of any paper or any
further act on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however,  that the
successor or surviving  Person shall be an institution (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits of
which are insured by the FDIC, or which is a HUD-approved  mortgagee  whose primary  business is in origination  and servicing of first
lien mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved seller/servicer in good standing.

         Section 8.03.  Limitation on Liability of the Servicer and Others.

         Neither the Servicer nor any of the  officers,  employees or agents of the Servicer  shall be under any liability to the Owner
for any  action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for errors in
judgment made in good faith;  provided,  however,  that this  provision  shall not protect the Servicer or any such person  against any
breach of warranties or  representations  made herein, or failure to perform in any way its obligations in compliance with any standard
of care set forth in this Agreement,  or any liability which would otherwise be imposed by reason of gross  negligence or any breach of
the terms and  conditions  of this  Agreement.  The Servicer and any officer,  employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie properly  executed and submitted by the Owner  respecting any matters  arising  hereunder.  The
Servicer  shall not be under any  obligation to appear in,  prosecute or defend any legal action which is not  incidental to its duties
to service the Mortgage  Loans in accordance  with this Agreement and which in its opinion may involve it in any expenses or liability;
provided,  however, that the Servicer may, with the consent of the Owner, which consent shall not be unreasonably  withheld,  undertake
any such action  which it may deem  necessary  or desirable  with  respect to this  Agreement  and the rights and duties of the parties
hereto.  In such  event,  the  reasonable  legal  expenses  and costs of such action and any  liability  resulting  therefrom  shall be
expenses,  costs and liabilities for which the Owner will be liable, and the Servicer shall be entitled to be reimbursed  therefor from
the Custodial Account pursuant to Section 4.05.

         Section 8.04.  Servicer Not to Resign.

         The Servicer  shall not resign from the  obligations  and duties hereby imposed on it except by mutual consent of the Servicer
and the Owner or upon the  determination  that its duties hereunder are no longer  permissible under applicable law and such incapacity
cannot be cured by the Servicer.  Any such  determination  permitting the  resignation of the Servicer shall be evidenced by an Opinion
of Counsel to such effect  delivered to the Owner which Opinion of Counsel shall be in form and substance  acceptable to the Owner.  No
such  resignation  shall  become  effective  until a successor  shall have  assumed the  Servicer's  responsibilities  and  obligations
hereunder in the manner provided in Section 11.01.

         Section 8.05.  No Transfer of Servicing.

         With respect to the retention of the Servicer to service the Mortgage  Loans  hereunder,  the Servicer  acknowledges  that the
Owner has acted in reliance  upon the  Servicer's  independent  status,  the adequacy of its  servicing  facilities,  plan,  personnel,
records and  procedures,  its integrity,  reputation and financial  standing and the continuance  thereof.  Without in any way limiting
the generality of this section,  the Servicer shall not either assign this Agreement or the servicing  hereunder or delegate its rights
or duties  hereunder  or any portion  thereof,  or sell or  otherwise  dispose of all or  substantially  all of its property or assets,
without the prior written  approval of the Owner,  which approval shall not be  unreasonably  withheld;  provided that the Servicer may
assign the Agreement and the  servicing  hereunder  without the consent of Owner to an affiliate of the Servicer to which all servicing
of the  Servicer  is assigned  so long as (i) such  affiliate  is a Fannie Mae and  Freddie  Mac  approved  servicer  and (ii) if it is
intended  that such  affiliate  be spun off to the  shareholders  of the  Servicer,  such  affiliate  have a GAAP net worth of at least
$25,000,000  and (iii) such affiliate  shall deliver to the Owner a  certification  pursuant to which such affiliate  shall agree to be
bound by the terms and  conditions of this  Agreement  and shall  certify that such  affiliate is a Fannie Mae and Freddie Mac approved
servicer in good standing.

                                                              ARTICLE IX
                                                                DEFAULT

         Section 9.01.  Events of Default.

         In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:

         (i)      any failure by the Servicer to remit to the Owner any payment  required to be made under the terms of this  Agreement
which  continues  unremedied for one (1) Business Day after written notice thereof (it being  understood that this  subparagraph  shall
not affect  Servicer's  obligation  pursuant to Section 5.01 to pay default interest on any remittance  received by the Owner after the
Business Day on which such payment was due); or

         (ii)     any  failure  on the part of the  Servicer  duly to  observe or  perform  in any  material  respect  any other of the
covenants or agreements  on the part of the Servicer set forth in this  Agreement  (other than those  described in clause (ix) hereof),
the breach of which has a material  adverse effect and which  continue  unremedied for a period of thirty days (except that such number
of days shall be fifteen in the case of a failure to pay any premium for any  insurance  policy  required to be  maintained  under this
Agreement and such failure shall be deemed to have a material  adverse  effect) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the Owner; or

         (iii)    a decree or order of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
conservator or receiver or liquidator in any  insolvency,  bankruptcy,  readjustment  of debt,  marshaling of assets and liabilities or
similar  proceedings,  or for the  winding-up  or  liquidation  of its affairs,  shall have been entered  against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or

         (iv)     the  Servicer  shall  consent to the  appointment  of a  conservator  or receiver or  liquidator  in any  insolvency,
bankruptcy,  readjustment of debt,  marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or

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

         (vi)     the  Servicer  ceases to be  approved  by either  Fannie Mae or Freddie  Mac (to the extent  such  entities  are then
operating  in a capacity  similar to that in which they operate on the date  hereof) as a mortgage  loan  servicer for more than thirty
days to the extent such entities perform similar functions; or

         (vii)    the Servicer attempts to assign its right to servicing compensation  hereunder or the Servicer attempts,  without the
consent of the Owner, to sell or otherwise  dispose of all or  substantially  all of its property or assets or to assign this Agreement
or the servicing  responsibilities  hereunder or to delegate its duties hereunder or any portion thereof except as otherwise  permitted
herein; or

         (viii)   the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified,  but
only to the extent  such  non-qualification  materially  and  adversely  affects  the  Servicer's  ability to perform  its  obligations
hereunder; or

         (ix)     failure by the Servicer to duly perform,  within the required time period,  its obligations  under Section 6.04, 6.09
or any of clauses (v) through (viii) of Section 10.02;

then,  and in each and every such case, so long as an Event of Default shall not have been  remedied,  the Owner,  by notice in writing
to the Servicer may, in addition to whatever  rights the Owner may have under  Section 8.01 and at law or equity to damages,  including
injunctive  relief and  specific  performance,  terminate  all the rights and  obligations  of the  Servicer  (and if the  Servicer  is
servicing any of the Mortgage  Loans in a  Pass-Through  Transfer,  appoint a successor  servicer  reasonably  acceptable to the Master
Servicer for such  Pass-Through  Transfer)  under this  Agreement  and in and to the Mortgage  Loans and the proceeds  thereof  without
compensating  the Servicer for the same.  On or after the receipt by the Servicer of such written  notice,  all  authority and power of
the  Servicer  under this  Agreement,  whether  with respect to the  Mortgage  Loans or  otherwise,  shall pass to and be vested in the
successor  appointed  pursuant to Section 11.01. Upon written request from the Owner, the Servicer shall prepare,  execute and deliver,
any and all documents and other instruments,  place in such successor's  possession all Servicing Files, and do or accomplish all other
acts or things  necessary or  appropriate  to effect the purposes of such notice of  termination,  whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related  documents,  or otherwise,  at the  Servicer's  sole expense.  The Servicer
agrees to cooperate  with the Owner and such  successor in effecting the  termination  of the  Servicer's  responsibilities  and rights
hereunder,  including,  without limitation,  the transfer to such successor for administration by it of all cash amounts which shall at
the time be credited by the Servicer to the Custodial  Account or Escrow  Account or  thereafter  received with respect to the Mortgage
Loans or any REO Property.

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

         Section 9.02.  Waiver of Defaults.

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

                                                               ARTICLE X
                                                              TERMINATION

         Section 10.01.  Termination.

         The respective  obligations and  responsibilities  of the Servicer shall terminate upon: (i) the later of the final payment or
other  liquidation  (or any advance with respect  thereto) of the last  Mortgage  Loan or the  disposition  of all REO Property and the
remittance of all funds due  hereunder;  or (ii) by mutual  consent of the Servicer and the Owner in writing;  or (iii)  termination by
the Owner pursuant to Section 9.01.  Simultaneously  with any such  termination and the transfer of servicing  hereunder,  the Servicer
shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.

         Section 10.02.    Cooperation of Servicer with a Reconstitution.

         The  Servicer  and the Owner agree that with respect to some or all of the  Mortgage  Loans,  on or after the related  closing
date,  on one or more  dates  (each a  "Reconstitution  Date")  at the  Owner's  sole  option,  the Owner may  effect a sale  (each,  a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.

         The  Servicer  agrees to execute in  connection  with any  agreements  among the Owner,  the  Servicer,  and any  servicer  in
connection  with a Whole Loan Transfer,  an assignment,  assumption  and  recognition  agreement,  or, at Owner's  request,  a seller's
warranties and servicing  agreement or a participation and servicing  agreement or similar  agreement in form and substance  reasonably
acceptable to the parties,  and in connection  with a Pass-Through  Transfer,  a pooling and servicing  agreement in form and substance
reasonably  acceptable  to the  parties.  It is  understood  that any such  Reconstitution  Agreements  will not  contain  any  greater
obligations on the part of Servicer than are contained in this Agreement.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the Owner,  the Servicer agrees (1)
to cooperate fully with the Owner and any prospective  purchaser with respect to all reasonable requests and due diligence  procedures;
(2) to execute,  deliver and  perform all  Reconstitution  Agreements  required by the Owner;  (3) to restate the  representations  and
warranties  set forth in this  Agreement  as of the  settlement  or  closing  date in  connection  with such  Reconstitution  (each,  a
"Reconstitution Date").

         In addition,  the Servicer shall provide to such servicer or issuer,  as the case may be, and any other  participants  in such
Reconstitution:

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

         (ii)     such additional representations,  warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public  officials  or  officers of the  Servicer  as are  reasonably  agreed  upon by the  Servicer  and the Owner or any such other
participant;

         (iii)    within 5 Business  Days after  request by the Owner,  the  information  with respect to the Servicer (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit I for  convenience  of  reference  only,  as  determined  by Owner in its sole  discretion.  In the event that the Servicer has
delegated  any  servicing  responsibilities  with respect to the  Mortgage  Loans to a  Subservicer,  the  Servicer  shall  provide the
information required pursuant to this clause with respect to the Subservicer;

         (iv)     within 5 Business Days after request by the Owner,

                  (a)  information  regarding  any legal  proceedings  pending (or known to be  contemplated)  against the Servicer (as
servicer)  and each  Subservicer  as  required by Item 1117 of  Regulation  AB, a summary of the  requirements  of which as of the date
hereof is attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion,

                  (b) information  regarding  affiliations  with respect to the Servicer (as servicer) and each Subservicer as required
by Item 1119(a) of  Regulation  AB, a summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit I for
convenience of reference only, as determined by Owner in its sole discretion, and


                  (c)  information  regarding  relationships  and  transactions  with respect to the Servicer  (as  servicer)  and each
Subservicer  as required by Item  1119(b) and (c) of  Regulation  AB, a summary of the  requirements  of which as of the date hereof is
attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion;

         (v)      for the  purpose  of  satisfying  the  reporting  obligation  under the  Exchange  Act with  respect  to any class of
asset-backed  securities,  the Servicer shall (or shall cause each  Subservicer to) (i) provide prompt notice to the Owner,  the Master
Servicer  and any  Depositor  in writing of (A) any material  litigation  or  governmental  proceedings  involving  the Servicer or any
Subservicer,  (B) any  affiliations or  relationships  that develop  following the closing date of a Pass-Through  Transfer between the
Servicer or any  Subservicer  and any of the parties  specified in clause (D) of paragraph  (a) of this Section (and any other  parties
identified in writing by the requesting  party) with respect to such  Pass-Through  Transfer,  (C) any Event of Default under the terms
of this Agreement or any  Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially  all of the assets of the
Servicer,  and (E) the  Servicer's  entry into an agreement  with a Subservicer  to perform or assist in the  performance of any of the
Servicer's  obligations  under this  Agreement  or any  Reconstitution  Agreement  and (ii)  provide to the Owner and any  Depositor  a
description of such proceedings, affiliations or relationships;

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

         (vii)    in addition to such  information as the Servicer,  as servicer,  is obligated to provide pursuant to other provisions
of this Agreement,  not later than ten days prior to the deadline for the filing of any distribution  report on Form 10-D in respect of
any  Pass-Through  Transfer that includes any of the Mortgage Loans serviced by the Servicer or any  Subservicer,  the Servicer or such
Subservicer, as applicable,  shall, to the extent the Servicer or such Subservicer has knowledge,  provide to the party responsible for
filing such report (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along with
all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on Form
10-D (as specified in the provisions of Regulation AB referenced below):

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

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

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

         (viii)   the Servicer shall provide to the Owner, the Master Servicer and any Depositor,  evidence of the authorization of the
person signing any  certification or statement,  copies or other evidence of Fidelity Bond Insurance and Errors and Omission  Insurance
policy,  financial  information and reports,  and such other information  related to the Servicer or any Subservicer or the Servicer or
such Subservicer's performance hereunder.

         In the event of a conflict or  inconsistency  between the terms of Exhibit I and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

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

         (i)(A)  any  untrue  statement  of a  material  fact  contained  or  alleged  to be  contained  in  any  information,  report,
certification,  data,  accountants'  letter or other  material  provided  under this Section 10.02 by or on behalf of the Servicer,  or
provided under this Section 10.02,  Sections 6.04 and 6.09 and by or on behalf of any Subservicer or Subcontractor  (collectively,  the
"Servicer  Information"),  or (B) the omission or alleged omission to state in the Servicer  Information a material fact required to be
stated in the Servicer  Information  or necessary in order to make the  statements  therein,  in the light of the  circumstances  under
which they were made, not misleading;  provided,  by way of clarification,  that clause (B) of this paragraph shall be construed solely
by reference  to the Servicer  Information  and not to any other  information  communicated  in  connection  with a sale or purchase of
securities,  without regard to whether the Servicer  Information or any portion  thereof is presented  together with or separately from
such other information;

         (ii) any breach by the  Servicer of its  obligations  under this  Section  10.02,  including  particularly  any failure by the
Servicer,  any  Subservicer or any  Subcontractor  to deliver any  information,  report,  certification,  accountants'  letter or other
material when and as required  under this Section  10.02,  including any failure by the Servicer to identify  pursuant to Section 11.15
any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB;

         (iii) any breach by the Servicer of a  representation  or warranty set forth in Section Article III or in a writing  furnished
pursuant to clause (h) of Article III and made as of a date prior to the closing  date of the  related  Pass-Through  Transfer,  to the
extent that such breach is not cured by such closing date, or any breach by the Servicer of a  representation  or warranty in a writing
furnished pursuant to clause (h) of Article III to the extent made as of a date subsequent to such closing date; or

         (iv) the  negligence bad faith or willful  misconduct of the Servicer in connection  with its  performance  under this Section
10.02.

         If the  indemnification  provided for herein is unavailable or  insufficient to hold harmless an Indemnified  Party,  then the
Servicer agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,  losses,
damages or liabilities  incurred by such  Indemnified  Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Servicer on the other.

         In the case of any failure of performance  described  above,  the Servicer shall promptly  reimburse the Owner, any Depositor,
as  applicable,  and each Person  responsible  for the  preparation,  execution  or filing of any report  required to be filed with the
Commission  with  respect to such  Pass-Through  Transfer,  or for  execution  of a  certification  pursuant to Rule  13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Pass-Through  Transfer,  for all costs reasonably  incurred by each such party in
order to obtain the information,  report,  certification,  accountants' letter or other material not delivered pursuant to this Section
or Section 6.04 or Section 6.09 as required by the Servicer, any Subservicer or any Subcontractor.

         This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

         All Mortgage  Loans not sold or  transferred  pursuant to a Whole Loan Transfer or Pass Through  Transfer  shall be subject to
this  Agreement  and shall  continue to be serviced in  accordance  with the terms of this  Agreement  and with  respect  thereto  this
Agreement shall remain in full force and effect.

         Section 10.03.  Master Servicer.

         The Servicer,  including any successor servicer hereunder,  shall be subject to the supervision of the Master Servicer,  which
Master  Servicer shall be obligated to ensure that the Servicer  services the Mortgage Loans in accordance  with the provisions of this
Agreement.  The Master Servicer,  acting on behalf of the Owner,  shall have the same rights as the Owner to enforce the obligations of
the Servicer  under this  Agreement.  The Master  Servicer  shall be entitled to terminate the rights and  obligations  of the Servicer
under this  Agreement  upon the  failure of the  Servicer  to perform  any of its  obligations  under this  Agreement  if such  failure
constitutes  an Event of Default as provided in Article IX of this  Agreement.  Notwithstanding  anything to the contrary,  in no event
shall the Master Servicer assume any of the obligations of the Owner under this Agreement.

                                                              ARTICLE XI
                                                       MISCELLANEOUS PROVISIONS

         Section 11.01.  Successor to the Servicer.

         Prior to termination of the Servicer's  responsibilities  and duties under this Agreement  pursuant to Sections 8.04,  9.01 or
10.01(ii),  the Owner shall (i) succeed to and assume all of the Servicer's  responsibilities,  rights,  duties and  obligations  under
this  Agreement,  or (ii) appoint a successor  having the  characteristics  set forth in Section 8.02 hereof and which shall succeed to
all  rights  and assume  all of the  responsibilities,  duties and  liabilities  of the  Servicer  under  this  Agreement  prior to the
termination of the Servicer's  responsibilities,  duties and liabilities under this Agreement.  In connection with such appointment and
assumption,  the Owner may make such  arrangements  for the  compensation  of such  successor out of payments on Mortgage  Loans as the
Owner and such successor shall agree. In the event that the Servicer's  duties,  responsibilities  and liabilities under this Agreement
should be terminated  pursuant to the aforementioned  sections,  the Servicer shall discharge such duties and  responsibilities  during
the period from the date it acquires  knowledge of such termination  until the effective date thereof with the same degree of diligence
and  prudence  which it is  obligated  to exercise  under this  Agreement,  and shall take no action  whatsoever  that might  impair or
prejudice  the  rights  or  financial  condition  of its  successor.  The  resignation  or  removal  of the  Servicer  pursuant  to the
aforementioned  sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this section and shall in no
event relieve the Servicer of the  representations  and warranties made pursuant to Article III and the remedies available to the Owner
under  Section  8.01, it being  understood  and agreed that the  provisions of such Article III and Section 8.01 shall be applicable to
the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.

         Any  successor  appointed  as provided  herein  shall  execute,  acknowledge  and deliver to the  Servicer and to the Owner an
instrument  accepting  such  appointment,  whereupon  such  successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations and liabilities of the Servicer,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Servicer or this Agreement  pursuant to Section 8.04,  9.01 or 10.01 shall not affect any claims
that the Owner may have against the Servicer arising prior to any such termination or resignation.

         The Servicer  shall  promptly  deliver to the  successor  the funds in the  Custodial  Account and the Escrow  Account and the
Servicing Files and related  documents and statements  held by it hereunder and the Servicer shall account for all funds.  The Servicer
shall execute and deliver such  instruments  and do such other things all as may  reasonably  be required to more fully and  definitely
vest and confirm in the successor all such rights,  powers,  duties,  responsibilities,  obligations  and  liabilities of the Servicer.
The successor shall make such  arrangements as it may deem  appropriate to reimburse the Servicer for unrecovered  Monthly Advances and
Servicing  Advances which the successor  retains  hereunder and which would  otherwise have been recovered by the Servicer  pursuant to
this Agreement but for the appointment of the successor servicer.

         Upon a successor's acceptance of appointment as such, the Servicer shall notify the Owner of such appointment.

         All reasonable  costs and expenses  incurred in connection with replacing the Servicer upon its resignation or the termination
of the Servicer in accordance with the terms of this Agreement,  including,  without  limitation,  (i) all legal costs and expenses and
all due diligence  costs and expenses  associated  with an evaluation  of the potential  termination  of the Servicer as a result of an
Event of Default and (ii) all costs and expenses  associated  with the complete  transfer of servicing,  including all servicing  files
and all servicing  data and the  completion,  correction or  manipulation  of such  servicing  data as may be required by the successor
servicer to correct any errors or  insufficiencies  in the servicing  data or otherwise to enable the successor  service to service the
Mortgage  Loans in accordance  with this  Agreement,  shall be payable on demand by the resigning or  terminated  Servicer  without any
right of reimbursement therefor.

         Section 11.02.  Amendment.

         This  Agreement  may be amended from time to time by the Servicer  and the Owner by written  agreement  signed by the Servicer
and the Owner.

         Section 11.03.  Recordation of Agreement.

         To the extent  permitted by applicable  law, this Agreement is subject to recordation  in all  appropriate  public offices for
real  property  records  in all the  counties  or other  comparable  jurisdictions  in which any of all the  properties  subject to the
Mortgages are situated,  and in any other  appropriate  public  recording  office or elsewhere,  such recordation to be effected by the
Servicer at the Owner's  expense on direction  of the Owner  accompanied  by an opinion of counsel to the effect that such  recordation
materially and beneficially affects the interest of the Owner or is necessary for the administration or servicing the Mortgage Loans.

         Section 11.04.  Governing Law.

         THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. THE  OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


         Section 11.05.  Notices.

         Any  demands,  notices or other  communications  permitted  or  required  hereunder  shall be in  writing  and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or transmitted by telecopier and confirmed by a similar mailed writing, as follows:

                  (i)      if to the Servicer:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, TX 75067
                           Attention: President or General Counsel
                           Facsimile: (469) 759-4714


                  (ii)     if to the Owner:

                           Bear, Stearns & Co. Inc.
                           383 Madison Ave.
                           New York, New York 10179
                           Attention:  Global Credit Administration
                           Telecopier No.:  (212) 272-5591


                  (iii)    if to the Master Servicer:

                           Wells Fargo Bank, National Association
                           P.O. Box 98
                           Columbia, Maryland 21046
                           Attention:  Master Servicing - Bear Stearns ALT-A Trust 2006-5

                           And for overnight delivery to:

                           Wells Fargo Bank, National Association
                           9062 Old Annapolis Road
                           Columbia, Maryland 21045
                           Attention:  Master Servicing - Bear Stearns ALT-A Trust 2006-5
                           Telecopier No.:  (410) 715-2380

or such other  address as may  hereafter  be furnished to the other party by like notice.  Any such demand,  notice,  or  communication
hereunder  shall be deemed to have been received on the date delivered to or received at the premises of the address (as evidenced,  in
the case of registered or certified mail, by the date noted on the return receipt).


         Section 11.06.  Severability of Provisions.

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

         Section 11.07.  Exhibits

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

         Section 11.08.  General Interpretive Principles.

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

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

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

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

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

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

         (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration.

         Section 11.09.  Reproduction of Documents.

         This Agreement and all documents  relating hereto,  including,  without  limitation,  (i) consents,  waivers and modifications
which may hereafter be executed,  (ii) documents  received by any party at the closing,  and (iii) financial  statements,  certificates
and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,  micro-card,
miniature  photographic or other similar process.  The parties agree that any such reproduction  shall be admissible in evidence as the
original  itself in any judicial or  administrative  proceeding,  whether or not the  original is in existence  and whether or not such
reproduction  was made by a party in the regular course of business,  and that any  enlargement,  facsimile or further  reproduction of
such reproduction shall likewise be admissible in evidence.

         Section 11.10.  Confidentiality of Information.

         Each party recognizes  that, in connection with this Agreement,  it may become privy to non-public  information  regarding the
financial  condition,  operations  and  prospects of the other party.  Except as required to be disclosed by law,  each party agrees to
keep all non-public  information  regarding the other party strictly  confidential,  and to use all such information solely in order to
effectuate the purpose of this Agreement.

         Section 11.11.  Assignment by the Owner.

         The Owner shall have the right,  without the consent of the  Servicer  hereof,  to assign,  in whole or in part,  its interest
under this  Agreement with respect to some or all of the Mortgage  Loans,  and designate any person to exercise any rights of the Owner
hereunder,  by executing an assignment  and  assumption  agreement  reasonably  acceptable to the Servicer and the assignee or designee
shall accede to the rights and  obligations  hereunder of the Owner with respect to such Mortgage  Loans.  In no event shall Owner sell
a partial  interest in any Mortgage Loan.  All  references to the Owner in this  Agreement  shall be deemed to include its assignees or
designees.  It is  understood  and agreed  between the Owners and the Servicer  that no more than five (5) Persons shall have the right
of owner under this Agreement at any one time.

         Section 11.12.  No Partnership.

         Nothing herein contained shall be deemed or construed to create a  co-partnership  or joint venture between the parties hereto
and the services of the Servicer shall be rendered as an independent contractor and not as agent for Owner.

         Section 11.13.  Execution, Successors and Assigns.

         This  Agreement may be executed in one or more  counterparts  and by the different  parties  hereto on separate  counterparts,
each of which, when so executed,  shall be deemed to be an original;  such  counterparts,  together,  shall constitute one and the same
agreement.  Subject to Section 8.05,  this  Agreement  shall inure to the benefit of and be binding upon the Servicer and the Owner and
their respective successors and assigns.

         Section 11.14.  Entire Agreement.

         Each of the Servicer and the Owner  acknowledge that no  representations,  agreements or promises were made to it by the other
party or any of its employees other than those  representations,  agreements or promises specifically  contained herein. This Agreement
sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties.

         Section 11.15. Use of Subservicers and Subcontractors.

         (a)      The Servicer shall not hire or otherwise  utilize the services of any  Subservicer to fulfill any of the  obligations
of the Servicer as servicer under this Agreement or any  Reconstitution  Agreement unless the Servicer  complies with the provisions of
paragraph  (b) of this  Section.  The Servicer  shall not hire or otherwise  utilize the services of any  Subcontractor,  and shall not
permit any  Subservicer  to hire or otherwise  utilize the servicers of any  Subcontractor,  to fulfill any of the  obligations  of the
Servicer as servicer  under this  Agreement  or any  Reconstitution  Agreement  unless the Servicer  complies  with the  provisions  of
paragraph  (d) of this  Section.  The  Servicer  must  notify  the Owner,  the  Master  Servicer  and any  Depositor  in writing of any
affiliations or relationships that develop following the closing date between the Servicer or any Subservicer.

         (b)      The Servicer shall cause any Subservicer  used by the Servicer (or by any  Subservicer)  for the benefit of the Owner
and any Depositor to comply with the provisions of this Section and with clauses (g) and (j) of Article III,  Sections  6.04,  6.09 and
10.02 of this  Agreement  to the same extent as if such  Subservicer  were the Owner,  and to provide  the  information  required  with
respect to such  Subservicer  under Section  3.01(i) of this  Agreement.  The Servicer  shall be  responsible  for obtaining  from each
Subservicer  and  delivering to the Owner,  the Master  Servicer and any Depositor  any Annual  Statement of Compliance  required to be
delivered by such Subservicer  under Section 6.04(a),  any Assessment of Compliance and Attestation  Report required to be delivered by
such Subservicer under Section 6.09, any Annual  Certification  required under Section 6.04(b), any Additional Form 10-D Disclosure and
any Form 8-K Disclosure Information, as and when required to be delivered.

         (c)      The Servicer  shall  promptly  upon request  provide to the Owner,  the Master  Servicer  and any  Depositor  (or any
designee of the Depositor,  such as an  administrator)  a written  description (in form and substance  satisfactory  to the Owner,  the
Master  Servicer and such  Depositor)  of the role and  function of each  Subcontractor  utilized by the  Servicer or any  Subservicer,
specifying  (i) the  identity  of each  such  Subcontractor,  (ii)  which (if any) of such  Subcontractors  are  "participating  in the
servicing  function"  within the meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the meaning of Item 1122 of  Regulation  AB, the  Servicer  shall cause any such  Subcontractor  used by the Servicer (or by any
Subservicer)  for the  benefit  of the Owner and any  Depositor  to  comply  with the  provisions  of  Sections  6.07 and 10.02 of this
Agreement to the same extent as if such  Subcontractor  were the Servicer.  The Servicer shall be  responsible  for obtaining from each
Subcontractor  and  delivering  to the  Owner  and any  Depositor  any  Assessment  of  Compliance  and  Attestation  Report  and other
certificates  required to be delivered by such  Subservicer  and such  Subcontractor  under Section 6.09 (and any Annual  Certification
required under Section 6.09(b)), in each case as and when required to be delivered.

         11.16.   Third Party Beneficiary

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






         IN WITNESS  WHEREOF,  the  Servicer  and the Owner have caused their names to be signed  hereto by their  respective  officers
thereunto duly authorized as of the date and year first above written.





                                      EMC MORTGAGE CORPORATION
                                      Servicer

                                      By:

                                      Name:
                                      Title:



                                      STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                                      Owner


                                            By:__________________________________________

                                            Name:

                                            Title:






                                                               EXHIBIT A

                                                        MORTGAGE LOAN SCHEDULE





                                                               EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT
                                                                (date)


To:______________________
_________________________
_________________________
             (the "Depository")

         As "Servicer"  under the Servicing  Agreement,  dated as of July 1, 2006, (the  "Agreement"),  we hereby authorize and request
you to establish an account,  as a Custodial  Account  pursuant to Section 4.04 of the  Agreement,  to be designated as "BSALTA  2006-5
Custodial  Account,  in trust for SAMI II, Owner of Whole Loan Mortgages,  and various  Mortgagors."  All deposits in the account shall
be subject to  withdrawal  therefrom by order  signed by the  Servicer.  You may refuse any deposit  which would result in violation of
the  requirement  that the account be fully insured as described  below.  This letter is submitted to you in duplicate.  Please execute
and return one original to us.


                          By:____________________

                          Name:__________________

                          Title:_________________

         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                          [                  ]

                          (name of Depository)

                          By:____________________

                          Name:__________________

                          Title:_________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT

                                                                (date)

To:___________________________
______________________________
______________________________
                (the "Depository")


         As "Servicer" under the Servicing Agreement,  dated as of [______] 1, 2006 (the "Agreement"),  we hereby authorize and request
you to establish an account,  as an Escrow  Account  pursuant to Section 4.06 of the  Agreement,  to be  designated  as "BSALTA  2006-5
Escrow Account,  in trust for SAMI II, Owner of Whole Loan  Mortgages,  and various  Mortgagors."  All deposits in the account shall be
subject to  withdrawal  therefrom by order signed by the  Servicer.  You may refuse any deposit  which would result in violation of the
requirement  that the account be fully insured as described  below.  This letter is submitted to you in duplicate.  Please  execute and
return one original to us.


                          By:____________________

                          Name:__________________

                          Title:_________________

         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                          [                  ]

                          (name of Depository)

                          By:____________________

                          Name:__________________

                          Title:_________________





                                                               EXHIBIT D

                                                   REQUEST FOR RELEASE OF DOCUMENTS

         To:      Wells Fargo Bank, National Association

                  1015 10th Avenue S.E.

                  Mpls., MN  55414

                  Attn:  ________________


         Re:      Custodial  Agreement dated as of November 30, 1999, between EMC Mortgage  Corporation and Wells Fargo Bank,  National
                  Association, as Custodian

         In  connection  with the  administration  of the  Mortgage  Loans  held by you as  Custodian  for the  Owner  pursuant  to the
above-captioned  Custody Agreement,  we request the release,  and hereby acknowledge  receipt, of the Custodian's Mortgage File for the
Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

         Reason for Requesting Documents (check one):

         _______           1.       Mortgage Paid in Full

         _______           2.       Foreclosure

         _______           3.       Substitution

         _______           4.       Other Liquidation (Repurchases, etc.)

         _______           5.       Nonliquidation  [Reason:_______________________________]

         Address to which Custodian should

         Deliver the Custodian's Mortgage File:

         __________________________________________

         __________________________________________

         __________________________________________



         By:_______________________________________

                                (authorized signer)

         Issuer:_____________________________________

         Address:___________________________________
                 ___________________________________

         Date:______________________________________



Custodian

         Wells Fargo Bank, National Association


         Please acknowledge the execution of the above request by your signature and date below:


         ____________________________________                 _________________

         Signature                                                  Date


         Documents returned to Custodian:


         ____________________________________                 _________________

         Custodian                                                   Date





                                                                      EXHIBIT E

                                                            REPORTING DATA FOR MONTHLY REPORT

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




                                                               EXHIBIT F

                                                  REPORTING DATA FOR DEFAULTED LOANS

                                               Standard File Layout – Delinquency Reporting

(a)      Column/Header Name                                              Description                 (c)            Decimal         (d)      Format Comment
________________________________________________________________________________________________________________________________________________________________
(e)      SERVICER_LOAN_NBR                                      (f)      A unique number assigned    (g)                            (h)
                                                                         to a loan by the
                                                                         Servicer.  This
                                                                         may be different
                                                                         than the LOAN_NBR

(i)      LOAN_NBR                                               (j)      A unique identifier         (k)                            (l)
                                                                         assigned to each
                                                                         loan by the
                                                                         originator.

(m)      CLIENT_NBR                                             (n)      Servicer Client Number      (o)                            (p)

(q)      SERV_INVESTOR_NBR                                      (r)      Contains a unique number    (s)                            (t)
                                                                         as assigned by
                                                                         an external
                                                                         servicer to
                                                                         identify a group
                                                                         of loans in
                                                                         their system.

(u)      BORROWER_FIRST_NAME                                    (v)      First Name of the           (w)                            (x)
                                                                         Borrower.

(y)      BORROWER_LAST_NAME                                     (z)      Last name of the borrower.  (aa)                           (bb)

(cc)     PROP_ADDRESS                                           (dd)     Street Name and Number of   (ee)                           (ff)
                                                                         Property

(gg)     PROP_STATE                                             (hh)     The state where the         (ii)                           (jj)
                                                                         property located.

(kk)     PROP_ZIP                                               (ll)     Zip code where the          (mm)                           (nn)
                                                                         property is
                                                                         located.

(oo)     BORR_NEXT_PAY_DUE_DATE                                 (pp)     The date that the           (qq)                           (rr)     MM/DD/YYYY
                                                                         borrower's next
                                                                         payment is due
                                                                         to the servicer
                                                                         at the end of
                                                                         processing
                                                                         cycle, as
                                                                         reported by
                                                                         Servicer.
(ss)     LOAN_TYPE                                              (tt)     Loan Type (i.e. FHA, VA,    (uu)                           (vv)
                                                                         Conv)

(ww)     BANKRUPTCY_FILED_DATE                                  (xx)     The date a particular       (yy)                           (zz)     MM/DD/YYYY
                                                                         bankruptcy claim
                                                                         was filed.

(aaa)    BANKRUPTCY_CHAPTER_CODE                                (bbb)    The chapter under which     (ccc)                          (ddd)
                                                                         the bankruptcy
                                                                         was filed.

(eee)    BANKRUPTCY_CASE_NBR                                    (fff)    The case number assigned    (ggg)                          (hhh)
                                                                         by the court to
                                                                         the bankruptcy
                                                                         filing.

(iii)    POST_PETITION_DUE_DATE                                 (jjj)    The payment due date once   (kkk)                          (lll)    MM/DD/YYYY
                                                                         the bankruptcy
                                                                         has been
                                                                         approved by the
                                                                         courts

(mmm)    BANKRUPTCY_DCHRG_DISM_DATE                             (nnn)    The Date The Loan Is        (ooo)                          (ppp)    MM/DD/YYYY
                                                                         Removed From
                                                                         Bankruptcy.
                                                                         Either by
                                                                         Dismissal,
                                                                         Discharged
                                                                         and/or a Motion
                                                                         For Relief Was
                                                                         Granted.

(qqq)    LOSS_MIT_APPR_DATE                                     (rrr)    The Date The Loss           (sss)                          (ttt)    MM/DD/YYYY
                                                                         Mitigation Was
                                                                         Approved By The
                                                                         Servicer

(uuu)    LOSS_MIT_TYPE                                          (vvv)    The Type Of Loss            (www)                          (xxx)
                                                                         Mitigation
                                                                         Approved For A
                                                                         Loan Such As;

(yyy)    LOSS_MIT_EST_COMP_DATE                                 (zzz)    The Date The Loss           (aaaa)                         (bbbb)   MM/DD/YYYY
                                                                         Mitigation /Plan
                                                                         Is Scheduled To
                                                                         End/Close

(cccc)   LOSS_MIT_ACT_COMP_DATE                                 (dddd)   The Date The Loss           (eeee)                         (ffff)   MM/DD/YYYY
                                                                         Mitigation Is
                                                                         Actually
                                                                         Completed

(gggg)   FRCLSR_APPROVED_DATE                                   (hhhh)   The date DA Admin sends a   (iiii)                         (jjjj)   MM/DD/YYYY
                                                                         letter to the
                                                                         servicer with
                                                                         instructions to
                                                                         begin
                                                                         foreclosure
                                                                         proceedings.

(kkkk)   ATTORNEY_REFERRAL_DATE                                 (llll)   Date File Was Referred To   (mmmm)                         (nnnn)   MM/DD/YYYY
                                                                         Attorney to
                                                                         Pursue
                                                                         Foreclosure

(oooo)   FIRST_LEGAL_DATE                                       (pppp)   Notice of 1st legal filed   (qqqq)                         (rrrr)   MM/DD/YYYY
                                                                         by an Attorney
                                                                         in a Foreclosure
                                                                         Action

(ssss)   FRCLSR_SALE_EXPECTED_DATE                              (tttt)   The date by which a         (uuuu)                         (vvvv)   MM/DD/YYYY
                                                                         foreclosure sale
                                                                         is expected to
                                                                         occur.

(wwww)   FRCLSR_SALE_DATE                                       (xxxx)   The actual date of the      (yyyy)                         (zzzz)   MM/DD/YYYY
                                                                         foreclosure sale.

(aaaaa)  FRCLSR_SALE_AMT                                        (bbbbb)  The amount a property       (ccccc)           2            (ddddd)  No  commas(,)  or dollar  signs
                                                                         sold for at the                                                     ($)
                                                                         foreclosure sale.

(eeeee)  EVICTION_START_DATE                                    (fffff)  The date the servicer       (ggggg)                        (hhhhh)  MM/DD/YYYY
                                                                         initiates
                                                                         eviction of the
                                                                         borrower.

(iiiii)  EVICTION_COMPLETED_DATE                                (jjjjj)  The date the court          (kkkkk)                        (lllll)  MM/DD/YYYY
                                                                         revokes legal
                                                                         possession of
                                                                         the property
                                                                         from the
                                                                         borrower.

(mmmmm)  LIST_PRICE                                             (nnnnn)  The price at which an REO   (ooooo)           2            (ppppp)  No  commas(,)  or dollar  signs
                                                                         property is                                                         ($)
                                                                         marketed.

(qqqqq)  LIST_DATE                                              (rrrrr)  The date an REO property    (sssss)                        (ttttt)  MM/DD/YYYY
                                                                         is listed at a
                                                                         particular price.

(uuuuu)  OFFER_AMT                                              (vvvvv)  The dollar value of an      (wwwww)           2            (xxxxx)  No  commas(,)  or dollar  signs
                                                                         offer for an REO                                                    ($)
                                                                         property.

(yyyyy)  OFFER_DATE_TIME                                        (zzzzz)  The date an offer is        (aaaaaa)                       (bbbbbb) MM/DD/YYYY
                                                                         received by DA
                                                                         Admin or by the
                                                                         Servicer.

(cccccc) REO_CLOSING_DATE                                       (dddddd) The date the REO sale of    (eeeeee)                       (ffffff) MM/DD/YYYY
                                                                         the property is
                                                                         scheduled to
                                                                         close.

(gggggg) REO_ACTUAL_CLOSING_DATE                                (hhhhhh) Actual Date Of REO          (iiiiii)                       (jjjjjj) MM/DD/YYYY
                                                                         Sale

(kkkkkk) OCCUPANT_CODE                                          (llllll) Classification of how the   (mmmmmm)                       (nnnnnn)
                                                                         property is
                                                                         occupied.

(oooooo) PROP_CONDITION_CODE                                    (pppppp) A code that indicates the   (qqqqqq)                       (rrrrrr)
                                                                         condition of the
                                                                         property.

(ssssss) PROP_INSPECTION_DATE                                   (tttttt) The date a  property        (uuuuuu)                       (vvvvvv) MM/DD/YYYY
                                                                         inspection is
                                                                         performed.

(wwwwww) APPRAISAL_DATE                                         (xxxxxx) The date the appraisal      (yyyyyy)                       (zzzzzz) MM/DD/YYYY
                                                                         was done.

(aaaaaaa)         CURR_PROP_VAL                                 (bbbbbbb) The current "as            (ccccccc)          2           (ddddddd)
                                                                          is" value of the
                                                                          property based
                                                                          on brokers price
                                                                          opinion or
                                                                          appraisal.

(eeeeeee)         REPAIRED_PROP_VAL                             (fffffff) The amount the             (ggggggg)          2           (hhhhhhh)
                                                                          property would
                                                                          be worth if
                                                                          repairs are
                                                                          completed
                                                                          pursuant to a
                                                                          broker's price
                                                                          opinion or
                                                                          appraisal.

(iiiiiii)         If applicable:                                (jjjjjjj)                            (kkkkkkk)                      (lllllll)

(mmmmmmm)         DELINQ_STATUS_CODE                            (nnnnnnn) FNMA Code                  (ooooooo)                      (ppppppp)
                                                                          Describing
                                                                          Status of Loan

(qqqqqqq)         DELINQ_REASON_CODE                            (rrrrrrr) The                        (sssssss)                      (ttttttt)
                                                                          circumstances
                                                                          which caused a
                                                                          borrower to stop
                                                                          paying on a
                                                                          loan.   Code
                                                                          indicates the
                                                                          reason why the
                                                                          loan is in
                                                                          default for this
                                                                          cycle.

(uuuuuuu)         MI_CLAIM_FILED_DATE                           (vvvvvvv) Date Mortgage              (wwwwwww)                      (xxxxxxx)         MM/DD/YYYY
                                                                          Insurance Claim
                                                                          Was Filed With
                                                                          Mortgage
                                                                          Insurance
                                                                          Company.

(yyyyyyy)         MI_CLAIM_AMT                                  (zzzzzzz) Amount of                  (aaaaaaaa)                     (bbbbbbbb)       No     commas(,)    or
                                                                          Mortgage                                                                   dollar signs ($)
                                                                          nsurance Claim
                                                                          Filed

(cccccccc)        MI_CLAIM_PAID_DATE                            (dddddddd)Date Mortgage              (eeeeeeee)                     (ffffffff)        MM/DD/YYYY
                                                                          Insurance
                                                                          Company
                                                                          Disbursed Claim
                                                                          Payment

(gggggggg)        MI_CLAIM_AMT_PAID                             (hhhhhhhh)Amount Mortgage            (iiiiiiii)             2       (jjjjjjjj)        No     commas(,)    or
                                                                          Insurance                                                                   dollar signs ($)
                                                                          Company Paid On
                                                                          Claim

(kkkkkkkk)        POOL_CLAIM_FILED_DATE                         (llllllll)Date Claim Was             (mmmmmmmm)                     (nnnnnnnn)        MM/DD/YYYY
                                                                          Filed With Pool
                                                                          Insurance Company

(oooooooo)        POOL_CLAIM_AMT                                (pppppppp)Amount of Claim            (qqqqqqqq)             2       (rrrrrrrr)        No     commas(,)    or
                                                                          Filed With Pool                                                             dollar signs ($)
                                                                          Insurance Company

(ssssssss)        POOL_CLAIM_PAID_DATE                          (tttttttt)Date Claim Was             (uuuuuuuu)                     (vvvvvvvv)        MM/DD/YYYY
                                                                          Settled and The
                                                                          Check Was Issued
                                                                          By The Pool
                                                                          Insurer

(wwwwwwww)        POOL_CLAIM_AMT_PAID                           (xxxxxxxx)Amount Paid On              (yyyyyyyy)             2       (zzzzzzzz)        No     commas(,)    or
                                                                          Claim By Pool                                                                dollar signs ($)
                                                                          Insurance Company

(aaaaaaaaa)       FHA_PART_A_CLAIM_FILED_DATE                   (bbbbbbbbb)Date FHA Part A           (ccccccccc)                    (ddddddddd)        MM/DD/YYYY
                                                                           Claim Was Filed
                                                                           With HUD

(eeeeeeeee)       FHA_PART_A_CLAIM_AMT                          (fffffffff)Amount of FHA             (ggggggggg)            2       (hhhhhhhhh)       No     commas(,)    or
                                                                           Part A Claim                                                               dollar signs ($)
                                                                           Filed

(iiiiiiiii)       FHA_PART_A_CLAIM_PAID_DATE                    (jjjjjjjjj)Date HUD                  (kkkkkkkkk)                    (lllllllll)       MM/DD/YYYY
                                                                           Disbursed Part A
                                                                           Claim Payment

(mmmmmmmmm)       FHA_PART_A_CLAIM_PAID_AMT                     (nnnnnnnnn)Amount HUD Paid           (ooooooooo)            2       (ppppppppp)       No     commas(,)    or
                                                                           on Part A Claim
                                                                                                                                                      dollar signs ($)

(qqqqqqqqq)       FHA_PART_B_CLAIM_FILED_DATE                   (rrrrrrrrr)Date FHA Part             (sssssssss)                    (ttttttttt)       MM/DD/YYYY
                                                                           B Claim Was
                                                                           Filed With HUD

(uuuuuuuuu)       FHA_PART_B_CLAIM_AMT                          (vvvvvvvvv)Amount of FHA             (wwwwwwwww)            2       (xxxxxxxxx)       No     commas(,)    or
                                                                           Part B Claim                                                               dollar signs ($)
                                                                           Filed

(yyyyyyyyy)       FHA_PART_B_CLAIM_PAID_DATE                    (zzzzzzzzz)Date HUD                  (aaaaaaaaaa)                   (bbbbbbbbbb)      MM/DD/YYYY
                                                                           Disbursed Part B
                                                                           Claim Payment

(cccccccccc)      FHA_PART_B_CLAIM_PAID_AMT                     (dddddddddd)Amount HUD Paid          (eeeeeeeeee)           2       (ffffffffff)      No     commas(,)    or
                                                                            on Part B Claim                                                           dollar signs ($
)
(gggggggggg)      VA_CLAIM_FILED_DATE                           (hhhhhhhhhh)Date VA Claim            (iiiiiiiiii)                   (jjjjjjjjjj)      MM/DD/YYYY
                                                                            Was Filed With
                                                                            the Veterans
                                                                            Admin

(kkkkkkkkkk)      VA_CLAIM_PAID_DATE                            (llllllllll)Date Veterans            (mmmmmmmmmm)                   (nnnnnnnnnn)      MM/DD/YYYY
                                                                            Admin. Disbursed
                                                                            VA Claim Payment

(oooooooooo)      VA_CLAIM_PAID_AMT                             (pppppppppp)Amount Veterans          (qqqqqqqqqq)           2       (rrrrrrrrrr)      No     commas(,)    or
                                                                            Admin. Paid on                                                            dollar signs ($)
                                                                            VA Claim

Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

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

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

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


Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

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




                                                                   EXHIBIT G

                                                         FORM OF SERVICER CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  COMPANY]  (the  "Company"),  certify  to  [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

         I have reviewed the servicer  compliance  statement of the Company provided in accordance with Item 1123 of Regulation AB (the
"Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing  criteria set forth in Item 1122(d)
of Regulation AB (the  "Servicing  Criteria"),  provided in accordance  with Rules 13a-18 and 15d-18 under  Securities  Exchange Act of
1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing  Assessment"),  the registered  public  accounting
firm's  attestation  report  provided  in  accordance  with Rules  13a-18 and 15d-18  under the  Exchange  Act and  Section  1122(b) of
Regulation AB (the "Attestation  Report"),  and all servicing  reports,  Officer's  Certificates and other information  relating to the
servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the  [Depositor]  [Master  Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company Servicing Information");

         Based on my  knowledge,  the Company  Servicing  Information,  taken as a whole,  does not contain any untrue  statement  of a
material fact or omit to state a material fact necessary to make the  statements  made, in the light of the  circumstances  under which
such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

         Based on my knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the Agreement
has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

         I am  responsible  for reviewing the  activities  performed by the Company as servicer  under the  Agreement,  and based on my
knowledge  and the  compliance  review  conducted in  preparing  the  Compliance  Statement  and except as disclosed in the  Compliance
Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under the Agreement in all
material respects; and

         The Compliance  Statement  required to be delivered by the Company  pursuant to this Agreement,  and the Servicing  Assessment
and  Attestation  Report required to be provided by the Company and by any  Subservicer  and  Subcontractor  pursuant to the Agreement,
have been provided to the [Depositor]  [Master Servicer].  Any material instances of noncompliance  described in such reports have been
disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.



                                                               EXHIBIT H

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

         NOTE: This Exhibit H is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the
terms of this Exhibit H and the text of Regulation AB, the text of Regulation AB, its adopting  release and other public  statements of
the SEC shall control.

Item 1122(d)

(ii)     General servicing considerations.

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

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

        (C)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

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

(iii)    Cash collection and administration.

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

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

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

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

        (E)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

        (F)      Unissued checks are safeguarded so as to prevent unauthorized access.

        (G)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(iv)     Investor remittances and reporting.

        (A)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

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

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

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

(v)      Mortgage Loan administration.

        (A)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

        (B)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

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

        (D)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

        (E)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

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

        (G)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

        (H)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

        (I)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

        (J)      Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
(C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

        (K)      Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

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

        (M)      Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

        (N)      Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

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



                                                               EXHIBIT I

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

         NOTE: This Exhibit I is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the
terms of this Exhibit I and the text of Regulation AB, the text of Regulation AB, its adopting  release and other public  statements of
the SEC shall control.

         Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -a description of the Owner's form of organization;

         -a  description  of how long the  Servicer  has been  servicing  residential  mortgage  loans;  a  general  discussion  of the
Servicer's  experience in servicing  assets of any type as well as a more  detailed  discussion of the  Servicer's  experience  in, and
procedures for the servicing function it will perform under this Agreement and any  Reconstitution  Agreements;  information  regarding
the size,  composition  and  growth of the  Servicer's  portfolio  of  mortgage  loans of the type  similar to the  Mortgage  Loans and
information  on factors  related to the  Servicer  that may be material to any analysis of the  servicing of the Mortgage  Loans or the
related  asset-backed  securities,  as applicable,  including whether any default or servicing related performance trigger has occurred
as to any other  securitization  due to any act or failure to act of the Servicer,  whether any material  noncompliance with applicable
servicing  criteria as to any other  securitization  has been disclosed or reported by the Servicer,  and the extent of outsourcing the
Servicer uses;

         -a description  of any material  changes to the  Servicer's  policies or procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Servicer's  financial condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Servicer's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and interest  advances  made by the  Servicer on the  Mortgage  Loans and the
Servicer's overall servicing portfolio for the past three years; and

         -the Owner's process for handling  delinquencies,  losses,  bankruptcies  and recoveries,  such as through  liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1117

         -describe any legal proceedings  pending against the Servicer or against any of its property,  including any proceedings known
to be  contemplated  by  governmental  authorities,  that may be material to the holders of the securities  issued in the  Pass-Through
Transfer.

         Item 1119(a)


         -describe  any  affiliations  of the  Servicer,  each other  originator of the Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Pass-Through Transfer.

         Item 1119(b)


         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the  Pass-Through  Transfer,  between the Servicer,  each other  originator of the Mortgage Loans and each  Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Pass-Through Transfer.

         Item 1119(c)


         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
Mortgage  Loans or the  Pass-Through  Transfer,  including  the material  terms and  approximate  dollar amount  involved,  between the
Servicer, each other originator of the Mortgage Loans and each Subservicer,  or their respective affiliates and the sponsor,  depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.





                                                               EXHIBIT J

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

                                                       SERVICING CRITERIA TO BE ADDRESSED
                                                          IN ASSESSMENT OF COMPLIANCE
                                                         (RMBS unless otherwise noted)

         Key:
         X - obligation


         Where there are multiple  checks for criteria the attesting  party will identify in their  management  assertion that they are
attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements.



--------------------- ---------------------------------------------------------------------------------------------- --------------
RegAB Reference                Servicing Criteria                                                                    Servicers
--------------------- ---------------------------------------------------------------------------------------------- --------------
                               General Servicing Considerations
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(i)         Policies and  procedures  are  instituted to monitor any  performance  or other  triggers and           X
                      events of default in accordance with the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(ii)        If  any  material  servicing  activities  are  outsourced  to  third  parties,  policies  and           X
                      procedures are instituted to monitor the third party's  performance  and compliance with such
                      servicing activities.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Any  requirements in the transaction  agreements to maintain a back-up  servicer for the Pool
1122(d)(1)(iii)       Assets are maintained.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(iv)        A fidelity bond and errors and omissions  policy is in effect on the party  participating  in           X
                      the servicing function  throughout the reporting period in the amount of coverage required by
                      and otherwise in accordance with the terms of the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Cash Collection and Administration
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(i)         Payments on pool assets are  deposited  into the  appropriate  custodial  bank  accounts  and           X
                      related bank clearing  accounts no more than two business  days  following  receipt,  or such
                      other number of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Disbursements  made via wire transfer on behalf of an obligor or to an investor are made only           X
1122(d)(2)(ii)        by authorized personnel.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Advances of funds or guarantees regarding collections,  cash flows or distributions,  and any           X
                      interest  or other fees  charged  for such  advances,  are made,  reviewed  and  approved  as
1122(d)(2)(iii)       specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      The  related  accounts  for the  transaction,  such  as cash  reserve  accounts  or  accounts           X
                      established  as a form of over  collateralization,  are  separately  maintained  (e.g.,  with
1122(d)(2)(iv)        respect to commingling of cash) as set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Each custodial  account is maintained at a federally  insured  depository  institution as set           X
                      forth in the  transaction  agreements.  For purposes of this  criterion,  "federally  insured
                      depository  institution"  with  respect to a foreign  financial  institution  means a foreign
                      financial  institution  that meets the  requirements  of Rule  13k-1(b)(1)  of the Securities
1122(d)(2)(v)         Exchange Act.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(vi)        Unissued checks are safeguarded so as to prevent unauthorized access.                                   X
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(vii)       Reconciliations are prepared on a monthly basis for all asset-backed  securities related bank           X
                      accounts,   including   custodial  accounts  and  related  bank  clearing   accounts.   These
                      reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar days after
                      the bank  statement  cutoff date, or such other number of days  specified in the  transaction
                      agreements;  (C)  reviewed  and  approved by someone  other than the person who  prepared the
                      reconciliation;  and (D) contain  explanations for reconciling items. These reconciling items
                      are resolved within 90 calendar days of their original  identification,  or such other number
                      of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Investor Remittances and Reporting
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(3)(i)         Reports to investors,  including  those to be filed with the  Commission,  are  maintained in           X
                      accordance  with  the  transaction   agreements  and  applicable   Commission   requirements.
                      Specifically,  such reports (A) are prepared in accordance  with  timeframes  and other terms
                      set forth in the transaction  agreements;  (B) provide  information  calculated in accordance
                      with the terms specified in the transaction agreements;  (C) are filed with the Commission as
                      required  by its rules  and  regulations;  and (D) agree  with  investors'  or the  trustee's
                      records as to the total unpaid  principal  balance and number of Pool Assets  serviced by the
                      Servicer.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Amounts  due  to  investors  are  allocated  and  remitted  in  accordance  with  timeframes,           X
1122(d)(3)(ii)        distribution priority and other terms set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Disbursements  made to an investor  are posted  within two  business  days to the  Servicer's           X
1122(d)(3)(iii)       investor records, or such other number of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Amounts remitted to investors per the investor reports agree with cancelled  checks, or other           X
1122(d)(3)(iv)        form of payment, or custodial bank statements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Pool Asset Administration
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(i)         Collateral  or  security  on  pool  assets  is  maintained  as  required  by the  transaction           X
                      agreements or related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(ii)        Pool assets  and related documents are safeguarded as required by the transaction agreements            X
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(iii)       Any additions,  removals or substitutions  to the asset pool are made,  reviewed and approved           X
                      in accordance with any conditions or requirements in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(iv)        Payments on pool assets,  including  any payoffs,  made in  accordance  with the related pool           X
                      asset  documents are posted to the  Servicer's  obligor  records  maintained no more than two
                      business  days after  receipt,  or such other  number of days  specified  in the  transaction
                      agreements, and allocated to principal,  interest or other items (e.g., escrow) in accordance
                      with the related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      The  Servicer's  records  regarding  the pool assets agree with the  Servicer's  records with           X
1122(d)(4)(v)         respect to an obligor's unpaid principal balance.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Changes  with  respect  to the  terms or status  of an  obligor's  pool  assets  (e.g.,  loan           X
                      modifications  or  re-agings)  are made,  reviewed  and approved by  authorized  personnel in
1122(d)(4)(vi)        accordance with the transaction agreements and related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Loss mitigation or recovery  actions (e.g.,  forbearance  plans,  modifications  and deeds in           X
                      lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted
                      and concluded in accordance  with the  timeframes or other  requirements  established  by the
1122(d)(4)(vii)       transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(viii)      Records  documenting  collection  efforts  are  maintained  during the period a pool asset is           X
                      delinquent in accordance with the transaction  agreements.  Such records are maintained on at
                      least a monthly basis,  or such other period  specified in the  transaction  agreements,  and
                      describe  the  entity's  activities  in  monitoring  delinquent  pool assets  including,  for
                      example,  phone calls,  letters and payment  rescheduling plans in cases where delinquency is
                      deemed temporary (e.g., illness or unemployment).
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(ix)        Adjustments  to interest  rates or rates of return for pool assets  with  variable  rates are           X
                      computed based on the related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(x)         Regarding  any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds           X
                      are analyzed,  in accordance with the obligor's pool asset  documents,  on at least an annual
                      basis,  or such other period  specified in the transaction  agreements;  (B) interest on such
                      funds is paid, or credited,  to obligors in accordance  with  applicable pool asset documents
                      and state laws;  and (C) such funds are  returned to the obligor  within 30 calendar  days of
                      full  repayment  of the related pool  assets,  or such other number of days  specified in the
                      transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Payments  made on behalf of an obligor  (such as tax or  insurance  payments)  are made on or           X
                      before the related  penalty or expiration  dates,  as indicated on the  appropriate  bills or
                      notices for such  payments,  provided  that such support has been received by the servicer at
                      least 30 calendar  days prior to these dates,  or such other number of days  specified in the
1122(d)(4)(xi)        transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Any late payment  penalties in connection with any payment to be made on behalf of an obligor           X
                      are paid from the  Servicer's  funds and not charged to the obligor,  unless the late payment
1122(d)(4)(xii)       was due to the obligor's error or omission.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Disbursements  made on behalf of an  obligor  are  posted  within  two  business  days to the           X
                      obligor's records  maintained by the servicer,  or such other number of days specified in the
1122(d)(4)(xiii)      transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Delinquencies,  charge-offs  and  uncollectible  accounts  are  recognized  and  recorded  in           X
1122(d)(4)(xiv)       accordance with the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Any external enhancement or other support,  identified in Item 1114(a)(1) through (3) or Item
1122(d)(4)(xv)        1115 of Regulation AB, is maintained as set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------




                                                      [NAME OF OWNER] [NAME OF SUBSERVICER]


                                                     Date:    _________________________



                                                     By:      _________________________
                                                     Name:
                                                     Title:




                                                               EXHIBIT K

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE:  Do not net or combine items.  Show all expenses individually and all credits as separate line items.  Claim packages
         are due within 90 days of liquidation.  Late submissions may result in claims not being passed until the following month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


         The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:

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

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

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

         4-12.    Complete as applicable.  Required documentation:

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

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

                   *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

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

                  *  REO repairs > $1500 require explanation

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

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

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

Credits:

         14-21.   Complete as applicable.  Required documentation:

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

                     Letter of Proceeds Breakdown.

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

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

         22.      The total of lines 14 through 21.

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

         Total Realized Loss (or Amount of Any Gain)
         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________


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


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

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale              3rd Party Sale           Short Sale        Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $________________(1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              _________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                                $_______________(13)
         Credits:
         (14) Escrow Balance                                                    $_______________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                     $_______________(22)
         Total Realized Loss (or Amount of Gain)                                $_______________(23)


Escrow Disbursement Detail


------------------ --------------- ------------------ ---------------- --------------- -------------------- ------------------
           Type             Date            Period             Total            Base            Penalties            Interest
                            Paid            of Coverage        Paid             Amount
         (Tax
     /Ins.)
------------------ --------------- ------------------ ---------------- --------------- -------------------- ------------------




                                                                                                                            EXHIBIT H-3

                                                       EMC MORTGAGE CORPORATION
                                                                 Owner

                                                                  and

                                                       ALLIANCE MORTGAGE COMPANY
                                                               Servicer




                                                        SUBSERVICING AGREEMENT

                                                      Dated as of August 1, 2002





EXHIBITS


         Schedule A        Mortgage Loan Schedule

         Exhibit A         Acknowledgement Agreement

         Exhibit B         Custodial Account Letter Agreement

         Exhibit C         Escrow Account Letter Agreement

         Exhibit D         Form of Request for Release

         Exhibit E         Loan Level Format for Tape Input

         Exhibit F         Reporting Data for Defaulted Loans




         THIS IS A SUBSERVICING  AGREEMENT,  dated as of August 1, 2002, and is executed between EMC Mortgage Corporation (the "Owner")
and Alliance Mortgage Company (the "Servicer").

                                                         W I T N E S S E T H :

         WHEREAS,  the Servicer has agreed to service,  from time to time,  certain of the other  mortgage loans acquired by the Owner,
which loans are currently being serviced by other servicers pursuant to other servicing agreements.

         WHEREAS,  the Owner and the Servicer desire that,  from and after the date hereof,  the Mortgage Loans which from time to time
are subject to this  Agreement  be serviced in  accordance  with the terms and  provisions  of this  Agreement  instead of the existing
servicing agreements.

         WHEREAS,  the Owner has approached Wells Fargo Bank Minnesota,  National  Association (the "Master Servicer") to supervise the
servicing of the Mortgage Loans on behalf of the Owner.

         WHEREAS, the Owner and the Servicer intend that the Master Servicer is an intended third party beneficiary of this Agreement.

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

                                                               ARTICLE I
                                                              DEFINITIONS

         Section 1.01.00  Defined Terms.

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

                  Accepted  Servicing  Practices:  With respect to any Mortgage Loan,  those mortgage  servicing  practices  (including
collection procedures) that are in accordance with the Fannie Mae Guide.

                  Acknowledgement Agreement:  An acknowledgement agreement attached hereto in the form of Exhibit A.

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

                  Agreement:  This Subservicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.

                  ARM Loans:  First lien,  conventional,  1-4 family  residential  Mortgage Loans with interest rates which adjust from
time to time in  accordance  with the related  Index and are subject to Periodic  Rate Caps and Lifetime Rate Caps and which may permit
conversion to fixed interest rates.

                  Business  Day: Any day other than (i) a Saturday or Sunday,  or (ii) a legal  holiday in the State of New York or the
jurisdiction  in which the Servicer  conducts its servicing  activities,  or (iii) a day on which banks in the State of New York or the
jurisdiction  in which the Servicer  conducts its servicing  activities  are  authorized  or obligated by law or executive  order to be
closed.

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

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

                  Custodial  Account:  The separate  demand account or accounts  created and maintained  pursuant to Section 4.04 which
shall be entitled "[Servicer]  Custodial Account in trust for [Owner],  Owner of Whole Loan Mortgages and various Mortgagors" and shall
be  established  at a Qualified  Depository,  each of which  accounts  shall in no event contain funds in excess of the FDIC  insurance
limits.

                  Custodian:  Wells  Fargo Bank Minnesota,  National  Association,  or such other  custodian  as Owner shall
designate.

                  Determination  Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately  preceding
such 15th day) of the month of the Remittance Date.

                  Due Date:  Each day on which  payments of  principal  and interest  are  required to be paid in  accordance  with the
terms of the related Mortgage Note, exclusive of any days of grace.

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

                  Escrow Account:  The separate trust account or accounts  created and maintained  pursuant to Section 4.06 which shall
be entitled  "[Servicer]  Escrow  Account,  in trust for [Owner],  Owner of Whole Loan Mortgages and various  Mortgagors"  and shall be
established at a Qualified Depository, each of which accounts shall in no event contain funds in excess of the FDIC insurance limits.

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

                  Event of Default:   Any one of the conditions or circumstances enumerated in Section 9.01.

                  Fannie Mae:  Fannie Mae, or any successor thereto.

                  Fannie Mae Guide:  The Fannie Mae Selling  Guide and the Fannie Mae Servicing  Guide and all  amendments or additions
thereto.

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

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

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

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

                  Full Principal  Prepayment:  A Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage
Loan.

                  GAAP:  Generally accepted accounting procedures, consistently applied.

                  HUD:   The United States Department of Housing and Urban Development or any successor.

                  Index:  With respect to each ARM Loan,  on the related  Adjustment  Date,  the index used to  determine  the Mortgage
Interest Rate on each such ARM Loan.

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

                  Lifetime  Rate  Cap:  With  respect  to each ARM  Loan,  the  maximum  Mortgage  Interest  Rate over the term of such
Mortgage Loan, as specified in the related Mortgage Note.

                  Liquidation  Proceeds:  Cash  received in connection  with the  liquidation  of a defaulted  Mortgage  Loan,  whether
through the sale or assignment of such Mortgage  Loan,  trustee's  sale,  foreclosure  sale or otherwise,  other than amounts  received
following the acquisition of an REO Property pursuant to Section 4.13.

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

                  Master  Servicer:  Wells Fargo Bank Minnesota,  National  Association,  its  successors  in  interest  and
assigns, or any successor thereto designated by the Owner.

                  Monthly  Advance:  The  aggregate of the advances  made by the Servicer on any  Remittance  Date  pursuant to Section
5.03.

                  Monthly  Payment:  With respect to each  Mortgage  Loan,  the  scheduled  monthly  payment of principal  and interest
thereon which is payable by the related Mortgagor under the related Mortgage Note.

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

                  Mortgage  Interest  Rate:  The annual rate at which  interest  accrues on any Mortgage  Loan in  accordance  with the
provisions of the related  Mortgage  Note,  and in the case of an ARM Loan, as adjusted from time to time on each  Adjustment  Date for
such Mortgage Loan to equal the Index for such Mortgage  Loan plus the Margin for such Mortgage  Loan,  and subject to the  limitations
on such interest rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.

                  Mortgage  Loan:  An  individual  Mortgage  Loan  described  herein and as further  identified  on the  Mortgage  Loan
Schedule,  which Mortgage Loan includes without limitation the Mortgage Loan Documents,  the Monthly Payments,  Principal  Prepayments,
Liquidation Proceeds,  Condemnation Proceeds,  Insurance Proceeds, REO Disposition Proceeds, and all other rights,  benefits,  proceeds
and obligations arising from or in connection with such Mortgage Loan.

                  Mortgage Loan Documents:  The original mortgage loan legal documents held by the Custodian.

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

                   Mortgage Loan  Schedule:  The initial group of Mortgage Loans being  specifically  identified on Schedule A attached
hereto;  it being agreed that Schedule A may be supplemented  from time to time by agreement of the parties to add additional  Mortgage
Loans pursuant to an Acknowledgement Agreement.

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

                  Mortgaged Property:  The underlying real property securing repayment of a Mortgage Note.

                  Mortgagor:  The obligor on a Mortgage Note.

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

                  Officers'  Certificate:  A  certificate  signed by the  Chairman of the Board,  the Vice  Chairman of the Board,  the
President,  a Senior Vice  President or a Vice  President or by the Treasurer or the  Secretary or one of the  Assistant  Treasurers or
Assistant Secretaries of the Servicer, and delivered to the Owner as required by this Agreement.

                  Opinion of Counsel:  A written opinion of counsel,  who may be an employee of the party on behalf of whom the opinion
is being given, reasonably acceptable to the Owner.

                  Owner: EMC Mortgage  Corporation,  its successors in interest and assigns (including the Trustee in connection with a
Pass-Through Transfer).

                  Partial  Principal  Prepayment:  A Principal  Prepayment by a Mortgagor of a partial  principal balance of a Mortgage
Loan.

                  Pass-Through  Transfer:  The sale or transfer of same or all of the  Mortgage  Loans to a trust as part of a publicly
issued or privately placed, rated or unrated Mortgage pass-through transaction.

                  Periodic Rate Cap: With respect to each ARM Loan, the maximum  increase or decrease in the Mortgage  Interest Rate on
any Adjustment Date.

                  Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and  obligations  the timely  payment of which are fully  guaranteed  by the United
                  States of America or any agency or  instrumentality  of the United  States of America  the  obligations  of which are
                  backed by the full faith and credit of the United States of America;

                  (ii)     (a) demand or time deposits,  federal funds or bankers' acceptances issued by any depository  institution or
                  trust  company  incorporated  under the laws of the  United  States of America or any state  thereof  (including  any
                  Trustee or the Master  Servicer)  and  subject to  supervision  and  examination  by  federal  and/or  state  banking
                  authorities,  provided that the commercial paper and/or the short-term deposit rating and/or the long-term  unsecured
                  debt  obligations  or deposits of such  depository  institution  or trust  company at the time of such  investment or
                  contractual  commitment  providing for such investment are rated in one of the two highest rating  categories by each
                  Rating  Agency and (b) any other  demand or time  deposit or  certificate  of  deposit  that is fully  insured by the
                  Federal Deposit Insurance Corporation;

                  (iii)    repurchase  obligations  with  respect to (a) any  security  described  in clause (i) above or (b) any other
                  security  issued or guaranteed by an agency or  instrumentality  of the United States of America,  the obligations of
                  which are backed by the full faith and credit of the United  States of America,  in either case  entered  into with a
                  depository institution or trust company (acting as principal) described in clause (ii)(a) above;
                  (iv)     securities  bearing  interest or sold at a discount issued by any corporation  (including any Trustee or the
                  Master Servicer)  incorporated  under the laws of the United States of America or any state thereof that are rated in
                  one of the two  highest  rating  categories  by each  Rating  Agency at the time of such  investment  or  contractual
                  commitment providing for such investment;  provided,  however,  that securities issued by any particular  corporation
                  will not be Permitted  Investments to the extent that investments  therein will cause the then outstanding  principal
                  amount of securities  issued by such  corporation  and held as Permitted  Investments  to exceed 10% of the aggregate
                  outstanding principal balances and amounts of all the Permitted Investments;

                  (v)      commercial paper (including both non-interest-bearing  discount obligations and interest-bearing obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by each Rating Agency at the time of such investment;

                  (vi)     any other demand, money market or time deposit,  obligation,  security or investment as may be acceptable to
                  each Rating Agency; and

                  (vii)    any money market funds the  collateral  of which  consists of  obligations  fully  guaranteed  by the United
                  States of America or any agency or  instrumentality  of the United  States of America  the  obligations  of which are
                  backed by the full faith and  credit of the  United  States of America  (which  may  include  repurchase  obligations
                  secured by collateral  described in clause (i)) and other  securities  (including  money market or common trust funds
                  for which any Trustee or the Master  Servicer or any  affiliate  thereof  acts as a manager or an advisor)  and which
                  money market funds are rated in one of the two highest rating categories by each Rating Agency;

provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest  payments with respect to the obligations  underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par.

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

                  Prepayment  Interest  Shortfall:  The sum of the differences  between interest actually received in a Due Period as a
result of a full or partial  prepayment or other  unscheduled  receipt of principal  (including as a result of a  liquidation)  on each
Mortgage Loan as to which such a payment is received and the interest  portion of the Monthly  Payment of such Mortgage Loan  scheduled
to be due at the applicable Mortgage Loan Remittance Rate.

                  Primary Mortgage  Insurance Policy:  Each primary policy of mortgage  insurance,  or any replacement  policy therefor
obtained by the Servicer pursuant to Section 4.08.

                  Prime Rate: The prime rate of U.S.  money center banks as published from time to time in The Wall
Street Journal.

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

                  Qualified Appraiser:  An appraiser,  duly appointed by the Servicer,  who had no interest,  direct or indirect in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan,  which  appraiser and the appraisal made by such  appraiser both satisfy the  requirements  of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

                  Qualified  Depository:  (a) The Custodian or (b) a depository,  the accounts of which are insured by the FDIC and the
short term debt ratings and the long term deposit  ratings of which are rated in one of the two highest  rating  categories  by each of
the Rating Agencies.

                  Qualified  Insurer:  An insurance  company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located,  duly  authorized and licensed in such states to transact the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae and Freddie Mac.

                  Rating Agency:  Standard & Poor's Ratings Service,  a division of The McGraw Hill Companies Inc.,  Moody's  Investors
Service, Inc. and Fitch, Inc.

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

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

                  Remittance  Date:  The 18th day of any  month,  or if such 18th day is not a Business  Day,  the first  Business  Day
immediately preceding such 18th day.  The first Remittance Date shall occur on August 18, 2002.

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

                  REO Disposition Proceeds:  Amounts received by the Servicer in connection with a related REO Disposition.

                  REO Property:  A Mortgaged Property acquired by the Servicer on behalf of the Owner as described in Section 4.13.

                  Servicer:  Alliance  Mortgage  Company,  or any of its  successors in interest or any successor  under this Agreement
appointed as herein provided.

                  Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of  pocket"  costs  and  expenses  (including
reasonable  attorneys' fees and  disbursements)  incurred in the performance by the Servicer of its servicing  obligations  relating to
each Mortgage  Loan,  including,  but not limited to, the cost of (a) the  preservation,  restoration  and  protection of the Mortgaged
Property,  (b) any enforcement,  administrative or judicial proceedings,  or any legal work or advice specifically related to servicing
the Mortgage Loans, including but not limited to, foreclosures,  bankruptcies,  condemnations,  drug seizures, elections,  foreclosures
by subordinate or superior  lienholders,  and other legal actions incidental to the servicing of the Mortgage Loans (provided that such
expenses are reasonable and that the Servicer  specifies the Mortgage  Loan(s) to which such expenses  relate),  (c) the management and
liquidation  of the  Mortgaged  Property if the Mortgaged  Property is acquired in full or partial  satisfaction  of the Mortgage,  (d)
taxes,  assessments,  water  rates,  sewer rates and other  charges  which are or may become a lien upon the  Mortgaged  Property,  and
Primary  Mortgage  Insurance  Policy premiums and fire and hazard  insurance  coverage and (e) compliance  with the  obligations  under
Section 4.08.

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

                  Servicing  Fee Rate:  A rate per annum  equal to (i) 0.05%  with  respect  to each  Mortgage  Loan which is less than
ninety days delinquent and (ii) 0.375% with respect to each Mortgage Loan which is ninety or more days delinquent.

                  Servicing File: The documents,  records and other items pertaining to a particular  Mortgage Loan, and any additional
documents relating to such Mortgage Loan as are in, or as may from time to time come into, the Servicer's possession.

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

                  Servicing  Transfer Date:  With respect to each Mortgage Loan, the date on which the Owner transfers the servicing of
the related Mortgage Loan to the Servicer.

                  Stated Principal  Balance:  As to each Mortgage Loan as of any date of  determination,  (i) the principal  balance of
such  Mortgage  Loan after giving  effect to payments of principal  due,  whether or not  received,  minus (ii) all amounts  previously
distributed to the Owner with respect to the Mortgage Loan representing Principal Prepayments.

                  Trustee:  The Person appointed as trustee in connection with any Pass-Through Transfer.

                  Whole Loan  Transfer:  The sale or transfer of some or all of the  ownership  interest in the  Mortgage  Loans by the
Owner to one or more third parties in whole loan or participation format, which third party may be Fannie Mae or Freddie Mac.

                                                              ARTICLE II
          SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01  Servicing of Mortgage Loans.

                                                     The Servicer does hereby agree to service the Mortgage  Loans,  but subject to the
terms of this  Agreement.  The Servicer shall deliver an  Acknowledgement  Agreement to the Owner on each Servicing  Transfer Date with
respect to the  Mortgage  Loans  transferred  on such date.  The rights of the Owner to receive  payments  with respect to the Mortgage
Loans shall be as set forth in this Agreement.

         Section 2.02  Maintenance of Servicing Files.

                  The Servicer  shall maintain a Servicing File  consisting of all documents  necessary to service the Mortgage  Loans.
The  possession of each  Servicing  File by the Servicer is for the sole purpose of servicing the Mortgage Loan, and such retention and
possession by the Servicer is in a custodial  capacity  only.  The Servicer  acknowledges  that the  ownership of each  Mortgage  Loan,
including the Note,  the  Mortgage,  all other  Mortgage Loan  Documents and all rights,  benefits,  proceeds and  obligations  arising
therefrom or in connection  therewith,  has been vested in the Owner. All rights arising out of the Mortgage Loans  including,  but not
limited to, all funds  received on or in connection  with the Mortgage  Loans and all records or documents with respect to the Mortgage
Loans  prepared  by or which come into the  possession  of the  Servicer  shall be received  and held by the  Servicer in trust for the
exclusive  benefit of the Owner as the owner of the related  Mortgage  Loans.  Any portion of the related  Servicing  Files retained by
the Servicer  shall be  appropriately  identified in the  Servicer's  computer  system to clearly  reflect the ownership of the related
Mortgage  Loans by the Owner.  The  Servicer  shall  release  its  custody  of the  contents  of the  related  Servicing  Files only in
accordance with written  instructions of the Owner,  except when such release is required as incidental to the Servicer's  servicing of
the Mortgage Loans, such written instructions shall not be required.

         Section 2.03  Books and Records.

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

                  The Servicer  shall  maintain with respect to each Mortgage Loan and shall make available for inspection by any Owner
or its designee the related  Servicing  File (or copies  thereof)  during the time the Owner  retains  ownership of a Mortgage Loan and
thereafter in accordance with applicable laws and regulations.

         Section 2.04  Transfer of Mortgage Loans.

                  No transfer of a Mortgage  Loan may be made unless such  transfer is in  compliance  with the terms  hereof.  For the
purposes of this  Agreement,  the Servicer  shall be under no obligation to deal with any person with respect to this  Agreement or any
Mortgage  Loan unless a notice of the  transfer of such  Mortgage  Loan has been  delivered  to the  Servicer in  accordance  with this
Section  2.04.  The  Owner  may,  subject  to the terms of this  Agreement,  sell and  transfer  one or more of the  Mortgage  Loans in
accordance with Sections 10.02 and 11.12,  provided,  however,  that the transferee will not be deemed to be an Owner hereunder binding
upon the Servicer  unless such  transferee  shall agree in writing to be bound by the terms of this  Agreement  and an  assignment  and
assumption  of this  Agreement  reasonably  acceptable  to the  Servicer  (except  as  provided  in  Section  10.02  with  respect to a
Pass-Through  transfer by the initial  Owner).  The Owner also shall  advise the Servicer in writing of the  transfer.  Upon receipt of
notice of the  permitted  transfer,  the Servicer  shall mark its books and records to reflect the  ownership of the Mortgage  Loans of
such  assignee,  and shall  release the previous  Owner from its  obligations  hereunder  with  respect to the  Mortgage  Loans sold or
transferred.

         Section 2.05  Delivery of Mortgage Loan Documents.

                  The Servicer  shall  forward to the Custodian on behalf of the Owner  original  documents  evidencing an  assumption,
modification,  consolidation  or extension of any Mortgage  Loan entered into in accordance  with Section 4.01 or 6.01  promptly  after
their  execution;  provided,  however,  that the Servicer shall provide the Custodian on behalf of the Owner with a certified true copy
of any such document submitted for recordation  promptly after its execution,  and shall provide the original of any document submitted
for recordation or a copy of such document  certified by the appropriate  public recording office to be a true and complete copy of the
original  within 180 days of its execution.  If delivery is not completed  within 180 days solely due to delays in making such delivery
by reason of the fact that such  documents  shall not have been  returned by the  appropriate  recording  office,  the  Servicer  shall
continue to use its best efforts to effect delivery as soon as possible thereafter.

                  From time to time the Servicer may have a need for Mortgage Loan Documents to be released by the Custodian.  If the
Servicer shall require any of the Mortgage Loan Documents, the Servicer shall notify the Custodian in writing of such request in the
form of the request for release attached hereto as Exhibit D.  The Custodian shall deliver to the Servicer within five (5) Business
Days, any requested Mortgage Loan Document previously delivered to the Custodian, provided that such documentation is promptly
returned to the Custodian when the Servicer no longer requires possession of the document, and provided that during the time that any
such documentation is held by the Servicer, such possession is in trust for the benefit of the Owner.

                                                              ARTICLE III
                                            REPRESENTATIONS AND WARRANTIES OF THE SERVICER

                  The  Servicer  represents,  warrants  and  covenants  to the  Owner  that as of the date  hereof  or as of such  date
specifically provided herein:
         (a) The Servicer is a validly  existing  corporation in good standing under the laws of the state of its  organization and is
qualified to transact  business in, is in good standing  under the laws of, and  possesses all authority  necessary for the conduct of
its business in, each state in which any Mortgaged  Property is located or is otherwise exempt or not required under applicable law to
effect such  qualification  or license  and no demand for such  qualification  or license has been made upon the  Servicer by any such
state,  and in any event the  Servicer  is in  compliance  with the laws of each such  State to the  extent  necessary  to ensure  the
enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

         (b) The  Servicer  has full power and  authority  to  execute,  deliver and  perform,  and to enter into and  consummate  all
transactions  contemplated by this Agreement and to conduct its business as presently  conducted,  has duly authorized the execution,
delivery and performance of this Agreement,  has duly executed and delivered this Agreement,  and this Agreement  constitutes a legal,
valid and binding  obligation of the Servicer,  enforceable  against it in  accordance  with its terms subject to bankruptcy  laws and
other  similar laws of general  application  affecting  rights of creditors  and subject to the  application  of the rules of equity,
including those respecting the availability of specific performance;

         (c) None of the execution and delivery of this Agreement,  the  consummation  of the  transactions  contemplated  thereby and
hereby,  or the  fulfillment  of or compliance  with the terms and  conditions of this  Agreement will conflict with any of the terms,
conditions or provisions of the Servicer's  articles of incorporation  or by-laws or materially  conflict with or result in a material
breach of any of the terms,  conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is
now a party or by which it is bound,  or constitute a default or result in an  acceleration  under any of the foregoing,  or result in
the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject;

         (d) There is no  litigation  pending or, to the  Servicer's  knowledge,  threatened  with  respect to the  Servicer  which is
reasonably  likely to have a material  adverse effect on the execution,  delivery or  enforceability  of this  Agreement,  or which is
reasonably likely to have a material adverse effect on the financial condition of the Servicer;

         (e) No consent,  approval,  authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the  consummation of the transactions
contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained;

         (f) The Servicer is an approved  seller/servicer  of residential  mortgage loans for Fannie Mae and Freddie Mac. The Servicer
is in good standing to service  mortgage  loans for Fannie Mae and Freddie Mac and no event has occurred which would make the Servicer
unable to comply with eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac;

         (g) No written  statement,  report or other document  furnished or to be furnished pursuant to the Agreement contains or will
contain any statement  that is or will be inaccurate or misleading in any material  respect or omits to state a material fact required
to be stated therein or necessary to make the information and statements therein not misleading; and

         (h) No fraud or  misrepresentation  of a material  fact with respect to the  servicing of a Mortgage  Loan has taken place on
the part of the Servicer.

                                                              ARTICLE IV
                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 4.01  Servicer to Act as Servicer.

                  The Servicer,  as independent  contract servicer,  shall service and administer the Mortgage Loans in accordance with
this Agreement and with Accepted  Servicing  Practices  (giving due  consideration to the Owner's reliance on the Servicer),  and shall
have full power and  authority,  acting  alone,  to do or cause to be done any and all things in  connection  with such  servicing  and
administration  which the Servicer may deem  necessary or desirable and  consistent  with the terms of this Agreement and with Accepted
Servicing  Practices  and shall  exercise the same care that it  customarily  employs for its own account.  Except as set forth in this
Agreement,  the Servicer  shall service the Mortgage  Loans in  accordance  with Accepted  Servicing  Practices in compliance  with the
servicing  provisions of the Fannie Mae Guide, which include,  but are not limited to, provisions regarding the liquidation of Mortgage
Loans,  the  collection  of Mortgage Loan  payments,  the payment of taxes,  insurance and other  charges,  the  maintenance  of hazard
insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance,  inspections,  the restoration
of Mortgaged  Property,  the maintenance of Primary Mortgage Insurance Policies,  insurance claims, and title insurance,  management of
REO Property,  permitted  withdrawals with respect to REO Property,  liquidation  reports, and reports of foreclosures and abandonments
of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents,  annual statements,  and examination
of records and  facilities.  In the event of any conflict,  inconsistency  or  discrepancy  between any of the servicing  provisions of
this  Agreement and any of the servicing  provisions of the Fannie Mae Guide,  the  provisions of this  Agreement  shall control and be
binding  upon the Owner and the  Servicer.  The Owner may, at its option,  deliver  powers-of-attorney  to the Servicer  sufficient  to
allow the Servicer as servicer to execute all  documentation  requiring  execution on behalf of Owner with respect to the  servicing of
the Mortgage Loans,  including  satisfactions,  partial releases,  modifications and foreclosure  documentation or, in the alternative,
shall as promptly as reasonably possible, execute and return such documentation to the Servicer.

                  Consistent with the terms of this Agreement,  the Servicer may waive, modify or vary any term of any Mortgage Loan or
consent to the  postponement  of any such term or in any manner grant  indulgence to any Mortgagor if in the Servicer's  reasonable and
prudent  determination  such waiver,  modification,  postponement  or  indulgence  is not  materially  adverse to the Owner,  provided,
however,  that unless the Servicer has obtained the prior written consent of the Owner,  the Servicer shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage  Interest Rate,  forgive the payment of principal or interest,  reduce
or increase the  outstanding  principal  balance  (except for actual  payments of principal) or change the final  maturity date on such
Mortgage  Loan. In the event of any such  modification  which has been agreed to in writing by the Owner and which permits the deferral
of interest or principal  payments on any Mortgage  Loan, the Servicer  shall,  on the Business Day  immediately  preceding the related
Remittance Date in any month in which any such principal or interest payment has been deferred,  deposit in the Custodial  Account from
its own funds,  in accordance  with Section 4.04 and Section 5.03,  the difference  between (a) such month's  principal and one month's
interest at the related  Mortgage Loan  Remittance Rate on the unpaid  principal  balance of such Mortgage Loan and (b) the amount paid
by the  Mortgagor.  The Servicer  shall be entitled to  reimbursement  for such  advances to the same extent as for all other  advances
pursuant to Section 4.05. Without limiting the generality of the foregoing,  the Servicer shall continue,  and is hereby authorized and
empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation,  or of partial or full release,  discharge
and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties.

                  Notwithstanding  anything in this  Agreement to the  contrary,  in the event of a Principal  Prepayment in full or in
part, the Servicer may not waive any prepayment  penalty or portion thereof  required by the terms of the related  Mortgage Note unless
(i) the enforceability thereof is limited (A) by bankruptcy,  insolvency,  moratorium,  receivership,  or other similar law relating to
creditors'  rights  generally or (B) due to  acceleration in connection with a foreclosure or other  involuntary  payment,  or (ii) the
enforceability  is otherwise  limited or prohibited by applicable  law. If the Servicer  waives or does not collect all or a portion of
a prepayment  penalty relating to a Principal  Prepayment in full or in part due to any action or omission of the Servicer,  other than
as provided  above,  the Servicer shall deposit the amount of such  prepayment  penalty (or such portion thereof as had been waived for
deposit) into the Custodial Account for distribution in accordance with the terms of this Agreement.

                  Notwithstanding anything in this Agreement to the contrary, if a REMIC election is made, the Servicer shall not
(unless the related mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer,
reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i)
effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated
thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the "startup date" of such REMIC under the REMIC Provisions.



                  The Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any
such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any
of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as
fully as if such acts and omissions were those of the Servicer.  Any such subservicer must be a Fannie Mae approved seller/servicer
or a Freddie Mac seller/servicer in good standing  and no event shall have occurred, including but not limited to, a change in
insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or for
seller/servicers by Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac.  The Servicer shall pay all fees
and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee.

                  At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer
shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage
Loans itself.  In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section
8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination of the Servicer.  The Servicer shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer's own
funds without reimbursement from the Owner.

                  Notwithstanding  any of the provisions of this Agreement relating to agreements or arrangements  between the Servicer
and a subservicer or any reference  herein to actions taken through a subservicer  or otherwise,  the Servicer shall not be relieved of
its  obligations  to the Owner and shall be  obligated to the same extent and under the same terms and  conditions  as if it alone were
servicing and  administering  the Mortgage  Loans.  The Servicer  shall be entitled to enter into an agreement  with a subservicer  for
indemnification  of the Servicer by the  subservicer  and nothing  contained in this Agreement  shall be deemed to limit or modify such
indemnification.

                  Any  subservicing  agreement  and any other  transactions  or services  relating to the  Mortgage  Loans  involving a
subservicer  shall be deemed to be between such  subservicer  and Servicer alone,  and the Owner shall have no  obligations,  duties or
liabilities with respect to such subservicer  including no obligation,  duty or liability of Owner to pay such  subservicer's  fees and
expenses.  For purposes of  distributions  and advances by the Servicer  pursuant to this  Agreement,  the Servicer  shall be deemed to
have received a payment on a Mortgage Loan when a subservicer has received such payment.

         Section 4.02  Collection of Mortgage Loan Payments.

                  Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the
Servicer will proceed with reasonable diligence to collect all payments due under each Mortgage Loan when the same shall become due
and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of related
Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account.  Further, the Servicer will take reasonable care in ascertaining and estimating annual
ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges
that, as provided in the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.

         Section 4.03  Realization Upon Defaulted Mortgage Loans.

                  The Servicer  shall use its  reasonable  efforts,  consistent  with the  procedures  that the  Servicer  would use in
servicing loans for its own account and the  requirements of the Fannie Mae Guide,  to foreclose upon or otherwise  comparably  convert
the ownership of properties  securing such of the Mortgage  Loans as come into and continue in default and as to which no  satisfactory
arrangements  can be made for  collection  of  delinquent  payments  pursuant to Section 4.01.  The Servicer  shall use its  reasonable
efforts to realize upon  defaulted  Mortgage  Loans in such manner as will maximize the receipt of principal and interest by the Owner,
taking into account,  among other things,  the timing of foreclosure  proceedings.  The foregoing is subject to the provisions that, in
any case in which  Mortgaged  Property  shall have suffered  damage,  the Servicer shall not be required to expend its own funds toward
the restoration of such property unless it shall  determine in its discretion (i) that such  restoration  will increase the proceeds of
liquidation of the related  Mortgage Loan to the Owner after  reimbursement  to itself for such  expenses,  and (ii) that such expenses
will be  recoverable by the Servicer  through  Insurance  Proceeds or  Liquidation  Proceeds from the related  Mortgaged  Property,  as
contemplated  in Section 4.05. The Servicer shall be responsible for all costs and expenses  incurred by it in any such  proceedings or
functions as Servicing Advances;  provided,  however, that it shall be entitled to reimbursement  therefor as provided in Section 4.05.
Notwithstanding  anything to the contrary  contained  herein,  in  connection  with a  foreclosure  or  acceptance of a deed in lieu of
foreclosure,  in the event the  Servicer has  reasonable  cause to believe that a Mortgaged  Property is  contaminated  by hazardous or
toxic substances or wastes, or if the Owner otherwise requests an environmental  inspection or review of such Mortgaged Property,  such
an inspection or review is to be conducted by a qualified  inspector.  Upon completion of the  inspection,  the Servicer shall promptly
provide the Owner with a written report of the environmental  inspection.  After reviewing the  environmental  inspection  report,  the
Owner shall determine how the Servicer shall proceed with respect to the Mortgaged Property.

         Section 4.04        Establishment of Custodial Accounts; Deposits in Custodial Accounts.

                  The Servicer shall  segregate and hold all funds  collected and received  pursuant to each Mortgage Loan separate and
apart from any of its own funds and general  assets and shall  establish and maintain one or more  Custodial  Accounts.  Each Custodial
Account shall be  established  with a Qualified  Depository.  To the extent such funds are not deposited in a Custodial  Account,  such
funds may be invested in  Permitted  Investments  for the benefit of the Owner (with any income  earned  thereon for the benefit of the
Servicer).  Funds  deposited in the Custodial  Account may be drawn on by the Servicer in accordance with Section 4.05. The creation of
any  Custodial  Account  shall be  evidenced by a letter  agreement in the form shown in Exhibit B hereto.  The original of such letter
agreement shall be furnished to the Owner upon request.  The Servicer  acknowledges  and agrees that the Servicer shall bear any losses
incurred with respect to Permitted  Investments.  The amount of any such losses shall be  immediately  deposited by the Servicer in the
Custodial Account, as appropriate, out of the Servicer's own funds, with no right to reimbursement therefor.

                  The Servicer shall deposit in a mortgage  clearing account on a daily basis, and in the Custodial Account or Accounts
no later than the second Business Day after receipt of funds and retain therein the following payments and collections:


                                            (i)      all payments on account of  principal,  including  Principal  Prepayments,  on the
                           Mortgage Loans received after the related Servicing Transfer Date;

                                            (ii)     all  payments  on  account of  interest  on the  Mortgage  Loans  adjusted  to the
                           related Mortgage Loan Remittance Rate received after the related Servicing Transfer Date;

                                            (iii)    all Liquidation  Proceeds and REO Disposition  Proceeds received after the related
                           Servicing Transfer Date;

                                            (iv)     any net amounts  received by the  Servicer  after the related  Servicing  Transfer
                           Date in connection with any REO Property pursuant to Section 4.13;

                                            (v)      all  Insurance  Proceeds  received  after  the  related  Servicing  Transfer  Date
                           including  amounts  required to be deposited  pursuant to Sections 4.08 and 4.10,  other than proceeds to be
                           held in the Escrow Account and applied to the  restoration  or repair of the Mortgaged  Property or released
                           to the Mortgagor in accordance  with the  Servicer's  normal  servicing  procedures,  the loan  documents or
                           applicable law;

                                            (vi)     all  Condemnation  Proceeds  affecting any Mortgaged  Property  received after the
                           related  Servicing  Transfer  Date other than  proceeds to be held in the Escrow  Account and applied to the
                           restoration  or repair of the  Mortgaged  Property or  released  to the  Mortgagor  in  accordance  with the
                           Servicer's normal servicing procedures, the loan documents or applicable law;

                                            (vii)    any Monthly Advances as provided in Section 5.03;

                                            (viii)   any amounts  received  after the related  Servicing  Transfer Date and required to
                           be deposited in the Custodial Account pursuant to Section 6.02; and

                                            (ix)     with  respect  to each full or partial  Principal  Prepayment  received  after the
                           related  Servicing  Transfer  Date,  any  Prepayment  Interest  Shortfalls,  to the extent of the Servicer's
                           aggregate Servicing Fee received with respect to the related Due Period.
                  The foregoing  requirements for deposit in the Custodial  Account shall be exclusive,  it being understood and agreed
that,  without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the
extent permitted by Section 6.01, need not be deposited by the Servicer in the Custodial Account.

         Section 4.05  Permitted Withdrawals From the Custodial Account.

                  The Servicer may, from time to time, make withdrawals from the Custodial Account for the following purposes:

                  (i)      to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;

                  (ii)     to  reimburse  itself for Monthly  Advances,  the  Servicer's  right to  reimburse  itself  pursuant to this
subclause (ii) being limited to amounts  received on the related  Mortgage Loan which  represent late  collections  (net of the related
Servicing Fees) of principal and/or interest respecting which any such advance was made;

                  (iii)    to reimburse itself for unreimbursed Servicing Advances and Monthly Advances, the Servicer's right to
reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds received after the related Servicing Transfer Date related to such Mortgage Loan;

                  (iv)     to pay to itself as servicing  compensation  (a) any interest earned on funds in the Custodial  Account (all
such interest to be withdrawn monthly not later than each Remittance Date) and (b) any payable Servicing Fee;

                  (v)      to reimburse itself for any Nonrecoverable Advances;

                  (vi)     to transfer funds to another Qualified Depository in accordance with Section 4.09 hereof;

                  (vii)    to reimburse itself as provided in Section 8.03 hereof;

                  (viii)   to remove funds inadvertently placed in the Custodial Account in error by the Servicer; and

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

         Section 4.06  Establishment of Escrow Accounts; Deposits in Escrow Accounts.

                  The  Servicer  shall  segregate  and hold all funds  collected  and  received  pursuant to each  Mortgage  Loan which
constitute  Escrow  Payments  separate and apart from any of its own funds and general  assets and shall  establish and maintain one or
more  Escrow  Accounts.  Each  Escrow  Account  shall be  established  with a  Qualified  Depository.  To the extent such funds are not
deposited  in an Escrow  Account,  such funds may be invested in Permitted  Investments.  Funds  deposited in an Escrow  Account may be
drawn on by the Servicer in accordance  with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter  agreement
in the form shown in Exhibit C. The  original of such letter  agreement  shall be  furnished  to the Owner upon  request.  The Servicer
acknowledges  and agrees that the Servicer  shall bear any losses  incurred  with respect to Permitted  Investments.  The amount of any
such losses shall be immediately  deposited by the Servicer in the Escrow  Account,  as  appropriate,  out of the Servicer's own funds,
with no right to reimbursement therefor.

                  The Servicer shall deposit in a mortgage  clearing account on a daily basis, and in the Escrow Account or Accounts no
later than the second Business Day after receipt of funds and retain therein:

                  (i)      all Escrow Payments  collected on account of the Mortgage Loans, for the purpose of effecting timely payment
of any items as are required under the terms of this Agreement;

                  (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

                  (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

                  The Servicer  shall make  withdrawals  from an Escrow Account only to effect such payments as are required under this
Agreement,  and for such other  purposes  as shall be as set forth in and in  accordance  with  Section  4.07.  Except as  provided  in
Section  4.07,  the Servicer  shall be entitled to retain any interest  paid on funds  deposited in an Escrow  Account by the Qualified
Depository.

         Section 4.07  Permitted Withdrawals From Escrow Account.

                  Withdrawals from the Escrow Account may be made by the Servicer only:

                  (i)      to effect timely  payments of ground  rents,  taxes,  assessments,  water rates,  fire and hazard  insurance
premiums, Primary Mortgage Insurance Policy premiums, if applicable, and comparable items;

                  (ii)     to reimburse  Servicer for any Servicing  Advance made by Servicer  with respect to a related  Mortgage Loan
but only from  amounts  received  on the  related  Mortgage  Loan which  represent  late  payments or  collections  of Escrow  Payments
thereunder;

                  (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

                  (iv)     for transfer to the Custodial Account in connection with an acquisition of REO Property;

                  (v)      for application to restoration or repair of the Mortgaged Property;

                  (vi)     to pay to the Servicer,  or to the  Mortgagor to the extent  required by law, any interest paid on the funds
deposited in the Escrow Account;

                  (vii)    to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06;

                  (viii)   to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and

                  (ix)     to clear and terminate the Escrow Account on the termination of this Agreement.

                  As part of its servicing duties, the Servicer shall pay to the Mortgagors  interest on funds in an Escrow Account, to
the extent  required by law, and to the extent that  interest  earned on funds in the Escrow  Account is  insufficient,  shall pay such
interest from its own funds, without any reimbursement therefor.

         Section 4.08 Payment of Taxes, Insurance and Other Charges,  Maintenance of Primary Mortgage Insurance Policies,  Collections
Thereunder.

                  With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground
rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for
the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage or applicable law.  To the extent that the Mortgage does not provide for Escrow
Payments, the Servicer shall determine that any such payments are made by the Mortgagor when due.  The Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.

                  The  Servicer  will  maintain in full force and effect  Primary  Mortgage  Insurance  Policies  issued by a Qualified
Insurer with respect to each  Mortgage  Loan for which such coverage is herein  required.  Such  coverage will be maintained  until the
ratio of the current  outstanding  principal  balance of the related  Mortgage  Loan to the  appraised  value of the related  Mortgaged
Property,  based on the most recent  appraisal of the  Mortgaged  Property  performed by a Qualified  Appraiser,  such  appraisal to be
included in the  Servicing  File, is reduced to 80.00% or less.  The Servicer  will not cancel or refuse to renew any Primary  Mortgage
Insurance Policy that is required to be kept in force under this Agreement unless a replacement  Primary Mortgage  Insurance Policy for
such canceled or nonrenewed  policy is obtained from and maintained  with a Qualified  Insurer.  The Servicer shall not take any action
which would result in noncoverage  under any applicable  Primary  Mortgage  Insurance  Policy of any loss which, but for the actions of
the Servicer would have been covered  thereunder.  In connection  with any assumption or substitution  agreement  entered into or to be
entered into pursuant to Section 6.01, the Servicer  shall promptly  notify the insurer under the related  Primary  Mortgage  Insurance
Policy,  if any, of such  assumption  or  substitution  of  liability  in  accordance  with the terms of such policy and shall take all
actions  which may be required by such insurer as a condition to the  continuation  of coverage  under the Primary  Mortgage  Insurance
Policy.  If such Primary  Mortgage  Insurance  Policy is terminated as a result of such assumption or  substitution  of liability,  the
Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

                  In connection with its activities as servicer,  the Servicer  agrees to prepare and present,  on behalf of itself and
the Owner,  claims to the insurer under any Private Mortgage  Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance  Policy  respecting a defaulted  Mortgage  Loan.  Pursuant to Section 4.04,  any amounts  collected by the Servicer
under any Primary Mortgage  Insurance  Policy shall be deposited in the Custodial  Account,  subject to withdrawal  pursuant to Section
4.05.

         Section 4.09  Transfer of Accounts.

                  The Servicer may transfer the Custodial Account or the Escrow Account to a different  Qualified  Depository from time
to time.  The Servicer shall notify the Owner of any such transfer within 15 Business Days of transfer.

         Section 4.10  Maintenance of Hazard Insurance.

                  The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as
is customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the
Mortgage Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
Mortgagee from becoming a co-insurer.  If the Mortgaged Property is in an area identified in the Federal Register by the Federal
Emergency Management Agency as being a special flood hazard area that has federally-mandated flood insurance requirements, the
Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such
Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as
amended.  The Servicer shall also maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which
is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to
the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as
provided above.  Any amounts collected by the Servicer under any such policies other than amounts to be deposited in the Escrow
Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in
accordance with the Servicer's normal servicing procedures, shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.  It is understood and agreed that no other additional insurance need be required by the Servicer or the
Mortgagor or maintained on property acquired in respect of the Mortgage Loans, other than pursuant to the Fannie Mae Guide or such
applicable state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance.
All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material
change in coverage to the Servicer.  The Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a General Policy Rating in Best's Key Rating Guide currently acceptable to Fannie
Mae and are licensed to do business in the state wherein the property subject to the policy is located.

         Section 4.11  [RESERVED].

         Section 4.12  Fidelity Bond, Errors and Omissions Insurance.

                  The Servicer  shall  maintain,  at its own expense,  a blanket  fidelity bond and an errors and  omissions  insurance
policy, with broad coverage with responsible  companies on all officers,  employees or other persons acting in any capacity with regard
to the Mortgage Loans and who handle funds,  money,  documents and papers relating to the Mortgage Loans.  The Fidelity Bond and errors
and omissions  insurance shall be in the form of the Mortgage  Banker's  Blanket Bond and shall protect and insure the Servicer against
losses,  including forgery,  theft,  embezzlement,  fraud, errors and omissions and negligent acts of such persons.  Such Fidelity Bond
and errors and  omissions  insurance  shall also  protect and insure the  Servicer  against  losses in  connection  with the failure to
maintain any insurance  policies  required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having
obtained  payment in full of the  indebtedness  secured  thereby.  No provision of this Section 4.12  requiring  the Fidelity  Bond and
errors and  omissions  insurance  shall  diminish  or  relieve  the  Servicer  from its  duties  and  obligations  as set forth in this
Agreement.  The minimum  coverage  under any such  Fidelity  Bond and  insurance  policy  shall be at least equal to the  corresponding
amounts  required by Fannie Mae in the Fannie Mae Guide or by Freddie Mac in the Freddie Mac Guide.  The Servicer  shall,  upon request
of Owner,  deliver to the Owner a  certificate  from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such Fidelity Bond or insurance  policy
shall in no event be terminated or materially  modified  without  thirty days prior  written  notice to the Owner.  The Servicer  shall
notify the Owner within five  Business  Days of receipt of notice that such  Fidelity  Bond or  insurance  policy will be, or has been,
materially  modified  or  terminated.  The Owner and its  successors  or assigns as their  interests  may appear  must be named as loss
payees on the Fidelity Bond and as additional insured on the errors and omissions policy.

         Section 4.13  Title, Management and Disposition of REO Property.

                  In the event that title to any Mortgaged  Property is acquired in foreclosure or by deed in lieu of foreclosure,  the
deed or  certificate  of sale shall be taken in the name of the Owner or its  designee.  Any such Person or Persons  holding such title
other than the Owner shall acknowledge in writing that such title is being held as nominee for the benefit of the Owner.

                         The Servicer shall assume the responsibility for marketing each REO Property in accordance with Accepted
     Servicing Practices. Thereafter, the Servicer shall continue to provide certain administrative services to the Owner relating to
     such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the
     calendar year of the date of acquisition if a REMIC election has been made with respect to the arrangement under which the
     Mortgage Loans and REO Property are held, unless (i) the Owner shall have been supplied with an Opinion of Counsel (at the
     Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year
     period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in
     the imposition of taxes on "prohibited transactions" of the related trust as defined in Section 860F of the Code, or cause the
     related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property
     (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer
     shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner
     contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period.
     If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, the
     Servicer shall report monthly to the Owner as to progress being made in selling such REO Property.

                    Notwithstanding  any other  provision of this Agreement,  if a REMIC election has been made, no Mortgaged  Property
held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise  used for the  production  of income by or on behalf
of the  related  trust or sold in such a manner or  pursuant  to any terms  that  would (i) cause such  Mortgaged  Property  to fail to
qualify at any time as  "foreclosure  property"  within a meaning of Section  860G(a)(8) of the Code, (ii) subject the related trust to
the imposition of any federal or state income taxes on "net income from foreclosure  property" with respect to such Mortgaged  Property
within the meaning of Section  860G(c) of the Code, or (iii) cause the sale of such Mortgaged  Property to result in the receipt by the
related  trust or any income from  non-permitted  assets as described in Section  860F(a)  (2)(B) of the Code,  unless the Servicer has
agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.

                  The Servicer  shall,  either itself or through an agent selected by the Servicer,  and in accordance  with the Fannie
Mae Guide,  manage,  conserve,  protect and operate  each REO  Property in the same  manner that it manages,  conserves,  protects  and
operates other  foreclosed  property for its own account,  and in the same manner that similar property in the same locality as the REO
Property is managed.  Each REO  Disposition  shall be carried out by the Servicer at such price and upon such terms and  conditions  as
the Servicer  deems to be in the best interest of the Owner.  The REO  Disposition  Proceeds from the sale of the REO Property shall be
promptly  deposited  in the  Custodial  Account.  As soon as  practical  thereafter,  the  expenses  of such sale shall be paid and the
Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.

                  The Servicer shall cause each REO Property to be inspected  promptly upon the  acquisition of title thereto and shall
cause each REO Property to be inspected at least monthly  thereafter or more  frequently as may be required by the  circumstances.  The
Servicer  shall make or cause the  inspector to make a written  report of each such  inspection.  Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

                  Notwithstanding  anything to the contrary set forth in this Section  4.13,  the parties  hereto hereby agree that the
Owner, at its option,  shall be entitled to manage,  conserve,  protect and operate each REO Property for its own benefit (such option,
an "REO Option").  In connection  with the exercise of an REO Option,  the prior two  paragraphs and the related  provisions of Section
4.03 and Section 4.04(iii) (such provisions,  the "REO Marketing  Provisions")  shall be revised as follows.  Following the acquisition
of any Mortgaged  Property,  the Servicer  shall submit a detailed  invoice to the Owner for all related  Servicing  Advances and, upon
exercising  the REO  Option,  the Owner  shall  promptly  reimburse  the  Servicer  for such  amounts.  In the event the REO  Option is
exercised with respect to an REO Property,  Section 4.04 (iii) shall not be applicable  thereto.  References  made in Section 4.03 with
respect  to the  reimbursement  of  Servicing  Advances  shall,  for  purposes  of such REO  Property,  be deemed to be covered by this
paragraph.  The Owner  acknowledges  that,  in the event it exercises an REO Option,  with respect to the related REO  Property,  there
shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.

         Section 4.14  Notification of Adjustments.

         With respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related Interest Rate
Adjustment Date in compliance with requirements of applicable law and the related electronic data received on the Mortgage and
Mortgage Note.  The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of
the related electronic data received on the Mortgage Note and Mortgage regarding the Mortgage Interest Rate adjustments.  The
Servicer shall promptly, upon written request by the Owner, deliver to the Owner such notifications and any additional applicable
data regarding such adjustments and the methods used to calculate and implement such adjustments.  Upon the discovery by the Servicer
of the receipt of notice from the Owner that the Servicer has failed to adjust a Mortgage Interest Rate in accordance with the terms
of the related Mortgage Note and Mortgage, the Servicer shall immediately deposit in the Custodial Account from its own funds the
amount of any interest loss or deferral caused to the Owner thereby.



                                                               ARTICLE V
                                                         PAYMENTS TO THE OWNER

         Section 5.01  Remittances.

                  On each Remittance Date, the Servicer shall remit to the Owner (i) all amounts  credited to the Custodial  Account as
of the close of business on the  related  preceding  Determination  Date,  net of charges  against or  withdrawals  from the  Custodial
Account pursuant to Section 4.05, other than Principal  Prepayments  received after the end of the preceding  calendar month,  plus, to
the extent not already  deposited  in the  Custodial  Account,  the sum of (ii) all Monthly  Advances,  if any,  which the  Servicer is
obligated to  distribute  pursuant to Section 5.03 and (iii) all  Prepayment  Interest  Shortfalls  the Servicer is required to make up
pursuant to Section 4.04, minus (iv) any amounts  attributable to Monthly Payments  collected after the related Servicing Transfer Date
but due on a Due Date or Dates  subsequent  to the last day of the related Due Period,  which  amounts shall be remitted on the related
Remittance Date next succeeding the Due Period for such amounts.

                  With  respect to any  remittance  received by the Owner after the  Business  Day on which such  payment was due,  the
Servicer  shall pay to the Owner  interest on any such late payment at an annual rate equal to the Prime Rate,  adjusted as of the date
of each change,  plus two  percentage  points,  but in no event  greater than the maximum  amount  permitted by  applicable  law.  Such
interest  shall be deposited in the Custodial  Account by the Servicer on the date such late payment is made and shall cover the period
commencing  with the day following  such Business Day and ending with the Business Day on which such payment is made,  both  inclusive.
Such interest shall be remitted along with the  distribution  payable on the next succeeding  related  Remittance  Date. The payment by
the  Servicer  of any such  interest  shall not be deemed an  extension  of time for payment or a waiver of any Event of Default by the
Servicer.

         Section 5.02  Statements to the Owner.

                  The Servicer shall furnish to the Owner an individual  Mortgage Loan accounting  report (a "Report"),  as of the last
Business Day of each month (or August 31, 2002, in the case of the initial  Report),  in the  Servicer's  assigned loan number order to
document  Mortgage  Loan payment  activity on an  individual  Mortgage  Loan basis.  With  respect to each month,  such Report shall be
received by the Owner no later than the fifth  Business Day of the month of the related  Remittance  Date (or September 5, 2002, in the
case of the initial  Report) on a disk or tape or other  computer-readable  format,  in such  format as may be mutually  agreed upon by
both the Owner and the Servicer, and in hard copy, which Report shall contain the following:

                  (i)      with respect to each Monthly Payment, the amount of such remittance allocable to interest;

                  (ii)     the amount of servicing compensation received by the Servicer during the prior distribution period;

                  (iii)    the aggregate Stated Principal Balance of the Mortgage Loans;

                  (iv)     the number and aggregate  outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days,
(2) 60 to 89  days,  (3) 90 days or more;  (b) as to which  foreclosure  has  commenced;  and (c) as to  which  REO  Property  has been
acquired; and

                  (v)      such other reports as may reasonably be required by the Owner.

                  The Servicer  shall also provide with each such Report a trial  balance,  sorted in the Owner's  assigned loan number
order, and such other loan level information as described on Exhibits E and F, in electronic tape form.

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

                  In addition,  not more than 60 days after the end of each calendar  year,  the Servicer  shall furnish to each Person
who was an Owner at any time during such calendar year an annual  statement in accordance with the  requirements of applicable  federal
income tax law as to the aggregate of remittances of principal and interest for the applicable portion of such year.

         Section 5.03  Monthly Advances by the Servicer.

                  Not later than the close of business on the Business Day preceding each  Remittance  Date, the Servicer shall deposit
in the Custodial Account an amount equal to all payments not previously  advanced by the Servicer,  whether or not deferred pursuant to
Section  4.01, of Monthly  Payments,  adjusted to the related  Mortgage  Loan  Remittance  Rate,  which are  delinquent at the close of
business on the related  Determination Date; provided,  however,  that the amount of any such deposit may be reduced by the Amount Held
for Future  Distribution  (as  defined  below)  then on deposit in the  Custodial  Account.  Any  portion of the Amount Held for Future
Distribution  used to pay Monthly  Advances  shall be replaced by the  Servicer  by deposit  into the  Custodial  Account on any future
Remittance  Date to the  extent  that the funds  that are  available  in the  Custodial  Account  for  remittance  to the Owner on such
Remittance Date are less than the amount of payments required to be made to the Owner on such Remittance Date.

                  The "Amount Held for Future  Distribution"  as to any  Remittance  Date shall be the total of the amounts held in the
Custodial  Account at the close of  business on the  preceding  Determination  Date which were  received  after the  related  Servicing
Transfer Date on account of (i) Liquidation  Proceeds,  Insurance Proceeds,  and Principal Prepayments received or made in the month of
such Remittance  Date, and (ii) payments which  represent  early receipt of scheduled  payments of principal and interest due on a date
or dates subsequent to the related Due Date.

                  The  Servicer's  obligation to make such Monthly  Advances as to any Mortgage  Loan will  continue  through the final
disposition or liquidation of the Mortgaged  Property,  unless the Servicer deems such advance to be  nonrecoverable  from  Liquidation
Proceeds,  REO  Disposition  Proceeds or Insurance  Proceeds with respect to the applicable  Mortgage  Loan. In such latter event,  the
Servicer  shall  deliver to the Owner an  Officer's  Certificate  of the  Servicer  to the effect that an officer of the  Servicer  has
reviewed the related Servicing File and has obtained a recent appraisal and has made the reasonable  determination  that any additional
advances are nonrecoverable from Liquidation or Insurance Proceeds with respect to the applicable Mortgage Loan.

         Section 5.04  Liquidation Reports.

                  Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Owner pursuant to a
deed-in-lieu of foreclosure, the Servicer shall submit to the Owner a liquidation report with respect to such Mortgaged Property in
such form as the Servicer and the Owner shall agree.  The Servicer shall also provide reports on the status of REO Property
containing such information as Owner may reasonably require.


                                                              ARTICLE VI
                                                     GENERAL SERVICING PROCEDURES

         Section 6.01  Assumption Agreements.

                  The Servicer will, to the extent it has knowledge of any  conveyance or prospective  conveyance by any Mortgagor of a
Mortgaged  Property  (whether by absolute  conveyance or by contract of, sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the  Servicer  shall not exercise any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related Primary  Mortgage  Insurance  Policy,  if any. If the Servicer  reasonably  believes it is unable
under applicable law to enforce such  "due-on-sale"  clause, the Servicer,  will enter into an assumption  agreement with the person to
whom the Mortgaged  Property has been conveyed or is proposed to be conveyed,  pursuant to which such person  becomes  liable under the
Mortgage  Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains  liable  thereon.  Where an assumption is
allowed pursuant to this Section 6.01, the Servicer,  with the prior consent of the primary mortgage insurer,  if any, is authorized to
enter into a substitution  of liability  agreement  with the person to whom the Mortgaged  Property has been conveyed or is proposed to
be conveyed  pursuant to which the original  mortgagor is released  from  liability  and such Person is  substituted  as mortgagor  and
becomes  liable under the related  Mortgage  Note.  Any such  substitution  of liability  agreement  shall be in lieu of an  assumption
agreement.

                  In connection  with any such  assumption or  substitution  of liability,  the Servicer shall follow the  underwriting
practices and procedures of the Fannie Mae Guide.  With respect to an assumption or  substitution of liability,  the Mortgage  Interest
Rate borne by the related  Mortgage  Note and the amount of the  Monthly  Payment may not be changed.  The  Servicer  shall  notify the
Owner that any such  substitution  of liability or assumption  agreement has been  completed by forwarding to the Owner the original of
any such  substitution of liability or assumption  agreement,  which document shall be added to the related Mortgage Loan Documents and
shall,  for all purposes,  be considered a part of such related mortgage file to the same extent as all other documents and instruments
constituting  a part  thereof.  All fees  collected by the  Servicer  for entering  into an  assumption  or  substitution  of liability
agreement shall belong to the Servicer.

                  Notwithstanding  the foregoing  paragraphs  of this section or any other  provision of this  Agreement,  the Servicer
shall not be deemed to be in default,  breach or any other  violation of its  obligations  hereunder by reason of any  assumption  of a
Mortgage  Loan by  operation of law or any  assumption  which the Servicer may be  restricted  by law from  preventing,  for any reason
whatsoever.  For purposes of this Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property
subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02  Satisfaction of Mortgages and Release of Mortgage Loan Documents.

                  Upon  the  payment  in full of any  Mortgage  Loan,  the  Servicer  will  immediately  notify  the  Custodian  with a
certification  and request for release by a Servicing  Officer,  which  certification  shall include a statement to the effect that all
amounts  received in connection with such payment which are required to be deposited in the Custodial  Account pursuant to Section 4.04
have been so  deposited,  and a request  for  delivery  to the  Servicer  of the portion of the  Mortgage  Loan  Documents  held by the
Custodian.  Upon  receipt of such  certification  and  request,  the Owner shall  promptly  release or cause the  Custodian to promptly
release the related  Mortgage Loan  Documents to the Servicer and the Servicer  shall prepare and deliver for execution by the Owner or
at the Owner's option  execute under the authority of a power of attorney  delivered to the Servicer by the Owner any  satisfaction  or
release.  No expense  incurred in connection with any instrument of  satisfaction  or deed of  reconveyance  shall be chargeable to the
Custodial Account.

                  In the event  the  Servicer  satisfies  or  releases  a  Mortgage  without  having  obtained  payment  in full of the
indebtedness  secured by the Mortgage or should it  otherwise  prejudice  any right the Owner may have under the mortgage  instruments,
the Servicer,  upon written demand,  shall remit within two Business Days to the Owner the then  outstanding  principal  balance of the
related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.  The Servicer  shall  maintain the Fidelity  Bond  insuring the
Servicer  against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance  with the  procedures set forth
herein.

                  From time to time and as  appropriate  for the  servicing or  foreclosure  of the Mortgage  Loans,  including for the
purpose of collection  under any Primary  Mortgage  Insurance  Policy,  upon request of the Servicer and delivery to the Custodian of a
servicing  receipt signed by a Servicing  Officer,  the Custodian  shall release the portion of the Mortgage Loan Documents held by the
Custodian to the Servicer.  Such servicing  receipt shall obligate the Servicer to promptly return the related  Mortgage Loan Documents
to the  Custodian,  when the need  therefor by the Servicer no longer  exists,  unless the Mortgage  Loan has been  liquidated  and the
Liquidation  Proceeds  relating to the Mortgage Loan have been deposited in the Custodial Account or such documents have been delivered
to an attorney,  or to a public  trustee or other public  official as required by law, for  purposes of  initiating  or pursuing  legal
action or other  proceedings for the foreclosure of the Mortgaged  Property either judicially or  non-judicially,  and the Servicer has
promptly  delivered to the Owner or the Custodian a  certificate  of a Servicing  Officer  certifying as to the name and address of the
Person to which such  documents  were  delivered  and the purpose or purposes of such  delivery.  Upon  receipt of a  certificate  of a
Servicing  Officer  stating  that such  Mortgage  Loan was  liquidated,  the  servicing  receipt  shall be released by the Owner or the
Custodian, as applicable, to the Servicer.

         Section 6.03  Servicing Compensation.

                  As compensation  for its services  hereunder,  the Servicer shall be entitled to withdraw from the Custodial  Account
the Servicing  Fee;  provided,  however,  that in connection  with any Mortgage Loans sold by the Owner to Fannie Mae, the Servicer may
deduct its  Servicing  Fee from  amounts due the Owner  pursuant to Section  5.01.  Additional  servicing  compensation  in the form of
assumption  fees, as provided in Section 6.01,  late payment  charges and other  ancillary fees  (excluding  any prepayment  penalties)
shall be  retained by the  Servicer to the extent not  required  to be  deposited  in the  Custodial  Account.  The  Servicer  shall be
required  to pay all  expenses  incurred by it in  connection  with its  servicing  activities  hereunder  and shall not be entitled to
reimbursement therefor except as specifically provided for.

                  The Servicer shall pay on behalf of the Owner any and all guarantee fees due in connection with Mortgage Loans sold
by the Owner to Fannie Mae.  The amount of such guarantee fees shall be deducted by the Servicer from the amounts due the Owner
pursuant to Section 5.01; provided that if the guarantee fees exceed such amount, the Servicer shall provide the Owner with an
original invoice for the amount of any such excess, and the Owner shall pay such invoice by wire transfer to the account designated
by the Servicer within 45 days of receipt of such invoice.

         Section 6.04  Annual Statement as to Compliance; Financial Statements.

                  The Servicer will deliver to the Owner not later than 90 days  following the end of each fiscal year of the Servicer,
an Officers'  Certificate  stating,  as to each  signatory  thereof,  that (i) a review of the  activities  of the Servicer  during the
preceding  calendar year and of performance under this Agreement has been made under such officers'  supervision,  and (ii) to the best
of such officers'  knowledge,  based on such review, the Servicer has fulfilled all of its obligations under this Agreement  throughout
such year,  or, if there has been a default in the  fulfillment  of any such  obligation,  specifying  each such default  known to such
officers  and the nature and status  thereof  except for such  defaults  as such  Officers in their good faith  judgment  believe to be
immaterial.

                  Upon request by the Owner or the Master  Servicer,  the Servicer will deliver to such requesting  party a copy of the
audited (if such financial  statements are available,  otherwise  unaudited)  financial  statements of the Servicer for the most recent
fiscal year of the Servicer.

         Section 6.05  Annual Independent Certified Public Accountants' Servicing Report.

                  Not later than 90 days  following  the end of each fiscal year of the  Servicer,  the  Servicer at its expense  shall
cause a firm of independent  public  accountants which is a member of the American Institute of Certified Public Accountants to furnish
a statement to the Owner to the effect that such firm has examined certain  documents and records relating to the Servicer's  servicing
of mortgage loans of the same type as the Mortgage  Loans pursuant to servicing  agreements  substantially  similar to this  Agreement,
which  agreements may include this Agreement,  and that, on the basis of such an  examination,  conducted  substantially  in accordance
with the Uniform Single Attestation  Program for Mortgage Bankers,  such firm is of the opinion that the Servicer's  servicing has been
conducted in compliance with the agreements  examined  pursuant to this Section 6.05, except for (i) such exceptions as such firm shall
believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement.

         Section 6.06  Owner's Right to Examine Servicer Records.

                  The Owner shall have the right to examine and audit, at its expense,  upon reasonable notice to the Servicer,  during
business  hours or at such other  times as might be  reasonable  under  applicable  circumstances,  any and all of the books,  records,
documentation  or other  information of the Servicer,  or held by another for the Servicer or on its behalf or otherwise,  which relate
to the performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.

                  The Servicer  shall  provide to the Owner and any  supervisory  agents or examiners  representing  a state or federal
governmental  agency having  jurisdiction over the Owner access to any documentation  regarding the Mortgage Loans in the possession of
the Servicer  which may be required by any  applicable  regulations.  Such access shall be afforded  without  charge,  upon  reasonable
request,  during normal  business  hours and at the offices of the Servicer,  and in accordance  with the  applicable  federal or state
government regulations.

         Section 6.07  Compliance with REMIC Provisions.

                  If a REMIC  election has been made with respect to the  arrangement  under which the Mortgage  Loans and REO Property
are held,  the  Servicer  shall not take any action,  cause the REMIC to take any action or fail to take (or fail to cause to be taken)
any action that,  under the REMIC  Provisions,  if taken or not taken, as the case may be could (i) endanger the status of the REMIC as
a REMIC or (ii) result in the imposition of a tax upon the REMIC  (including  but not limited to the tax on  "prohibited  transactions"
as defined in Section  860F(a)(2) of the Code and the tax on  "contribution" to a REMIC set forth in Section 860G(d) of the Code unless
the  Servicer  has  received an Opinion of Counsel (at the  expense of the party  seeking to take such  actions) to the effect that the
contemplated action will not endanger such REMIC status or result in the imposition of any such tax.

         Section 6.08  Non-solicitation.

                  The Servicer shall not knowingly conduct any solicitation  exclusively  targeted to the Mortgagors for the purpose of
inducing or  encouraging  the early  prepayment  or  refinancing  of the  related  Mortgage  Loans.  It is  understood  and agreed that
promotions  undertaken  by the Servicer or any agent or affiliate  of the Servicer  which are directed to the general  public at large,
including,  without  limitation,  mass  mailings  based on  commercially  acquired  mailing  lists,  newspaper,  radio  and  television
advertisements  shall not constitute  solicitation  under this section.  Nothing  contained herein shall prohibit the Servicer from (i)
distributing to Mortgagors any general  advertising  including  information  brochures,  coupon books,  or other similar  documentation
which indicates services the Servicer offers,  including  refinances or (ii) providing  financing of home equity loans to Mortgagors at
the Mortgagor's request.




                                                              ARTICLE VII
                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01  Servicer Shall Provide Information as Reasonably Required.

                  The Servicer shall furnish to the Owner upon request, during the term of this Agreement, such periodic, special or
other reports or information, whether or not provided for herein, as shall be necessary, reasonable or appropriate with respect to
the purposes of this Agreement.  The Servicer may negotiate with the Owner for a reasonable fee for providing such report or
information, unless (i) the Servicer is required to supply such report or information pursuant to any other section of this
Agreement, or (ii) the report or information has been requested in connection with Internal Revenue Service or other regulatory
agency requirements.  All such reports or information shall be provided by and in accordance with all reasonable instructions and
directions given by the Owner. The Servicer agrees to execute and deliver all such instruments and take all such action as the Owner,
from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

                                                             ARTICLE VIII
                                                             THE SERVICER

         Section 8.01  Indemnification; Third Party Claims.

                  The Servicer  agrees to indemnify  the Owner,  its  successors  and assigns,  any agent of the Owner,  and the Master
Servicer, and hold each of such Persons harmless from and against any and all claims, losses, damages,  penalties,  fines, forfeitures,
legal fees and related  costs,  judgments,  and any other costs,  fees and expenses  that such Person may sustain in any way related to
the failure of the  Servicer to perform in any way its duties and service the  Mortgage  Loans in strict  compliance  with the terms of
this Agreement and for breach of any  representation  or warranty of the Servicer  contained  herein.  The Servicer  shall  immediately
notify the Owner or other  indemnified  Person if a claim is made by a third  party  with  respect to this  Agreement  or the  Mortgage
Loans,  assume (with the consent of the Owner and such other Indemnified Person and with counsel  reasonably  satisfactory to the Owner
and such Person) the defense of any such claim and pay all expenses in  connection  therewith,  including  counsel  fees,  and promptly
pay,  discharge and satisfy any judgment or decree which may be entered against it or such other indemnified  Person in respect of such
claim but failure to so notify the Owner and such other  indemnified  Person shall not limit its  obligations  hereunder.  The Servicer
agrees  that it will not enter  into any  settlement  of any such claim  without  the  consent of the Owner and such other  indemnified
Person unless such  settlement  includes an  unconditional  release of the Owner and such other  indemnified  Person from all liability
that is the subject matter of such claim.  The provisions of this Section 8.01 shall survive termination of this Agreement.

         Section 8.02  Merger or Consolidation of the Servicer.

                  The Servicer will keep in full effect its existence,  rights and franchises as a federal  savings bank under the laws
the United States except as permitted herein,  and will obtain and preserve its  qualification to do business as a foreign  corporation
in each  jurisdiction  in which such  qualification  is or shall be  necessary  to protect  the  validity  and  enforceability  of this
Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.

                  Any Person into which the Servicer  may be merged or  consolidated,  or any  corporation  resulting  from any merger,
conversion or  consolidation  to which the Servicer shall be a party, or any Person  succeeding to the business of the Servicer whether
or not related to loan  servicing,  shall be the successor of the Servicer  hereunder,  without the execution or filing of any paper or
any further act on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however,  that
the successor or surviving Person shall be an institution (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits
of which are insured by the FDIC, or which is a  HUD-approved  mortgagee  whose  primary  business is in  origination  and servicing of
first lien mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved seller/servicer in good standing.

         Section 8.03  Limitation on Liability of the Servicer and Others.

                  Neither the Servicer nor any of the  officers,  employees or agents of the Servicer  shall be under any  liability to
the Owner for any  action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for
errors in  judgment  made in good faith;  provided,  however,  that this  provision  shall not protect the  Servicer or any such person
against any breach of warranties or  representations  made herein,  or failure to perform in any way its obligations in compliance with
any standard of care set forth in this  Agreement,  or any  liability  which would  otherwise be imposed by reason of negligence or any
breach of the terms and  conditions  of this  Agreement.  The Servicer  and any officer,  employee or agent of the Servicer may rely in
good faith on any  document of any kind prima facie  properly  executed  and  submitted  by the Owner  respecting  any matters  arising
hereunder.  The Servicer shall not be under any  obligation to appear in,  prosecute or defend any legal action which is not incidental
to its duties to service the Mortgage  Loans in accordance  with this Agreement and which in its opinion may involve it in any expenses
or  liability;  provided,  however,  that the Servicer may,  with the consent of the Owner,  which  consent  shall not be  unreasonably
withheld,  undertake any such action which it may deem  necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto.  In such event,  the reasonable  legal expenses and costs of such action and any liability  resulting  therefrom
shall be  expenses,  costs and  liabilities  for which the Owner will be liable,  and the Servicer  shall be entitled to be  reimbursed
therefor from the Custodial Account pursuant to Section 4.05.

         Section 8.04  Reserved.

         Section 8.05  No Transfer of Servicing.

                  With respect to the  retention of the Servicer to service the Mortgage  Loans  hereunder,  the Servicer  acknowledges
that the Owner has acted in  reliance  upon the  Servicer's  independent  status,  the  adequacy  of its  servicing  facilities,  plan,
personnel,  records and procedures,  its integrity,  reputation and financial standing and the continuance thereof.  Without in any way
limiting the generality of this section,  the Servicer  shall not either assign this  Agreement or the servicing  hereunder or delegate
its rights or duties hereunder or any portion  thereof,  or sell or otherwise  dispose of all or  substantially  all of its property or
assets,  without the prior  written  approval of the Owner,  which  approval  shall not be  unreasonably  withheld;  provided  that the
Servicer may assign the  Agreement and the  servicing  hereunder  without the consent of Owner to an affiliate of the Servicer to which
all servicing of the Servicer is assigned so long as (i) such  affiliate is a Fannie Mae and Freddie Mac approved  servicer and (ii) if
it is intended that such affiliate be spun off to the  shareholders  of the Servicer,  such affiliate have a GAAP net worth of at least
$25,000,000  and (iii) such affiliate  shall deliver to the Owner a  certification  pursuant to which such affiliate  shall agree to be
bound by the terms and  conditions of this  Agreement  and shall  certify that such  affiliate is a Fannie Mae and Freddie Mac approved
servicer in good standing.

                                                              ARTICLE IX
                                                                DEFAULT

         Section 9.01  Events of Default.

                  In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:

                  (i)      any failure by the  Servicer  to remit to the Owner any payment  required to be made under the terms of this
Agreement  which  continues  unremedied for a period of two (2) Business Days after written notice  thereof (it being  understood  that
this subparagraph shall not affect Servicer's  obligation  pursuant to Section 5.01 to pay default interest on any remittance  received
by the Owner after the Business Day on which such payment was due); or

                  (ii)     any failure on the part of the Servicer duly to observe or perform in any material  respect any other of the
covenants or  agreements on the part of the Servicer set forth in this  Agreement,  the breach of which has a material  adverse  effect
and which  continue  unremedied  for a period of sixty days  (except that such number of days shall be fifteen in the case of a failure
to pay any premium for any insurance  policy required to be maintained  under this Agreement and such failure shall be deemed to have a
material  adverse  effect) after the date on which written notice of such failure,  requiring the same to be remedied,  shall have been
given to the Servicer by the Owner; or

                  (iii)    a decree or order of a court or agency or supervisory  authority having  jurisdiction for the appointment of
a conservator or receiver or liquidator in any insolvency,  bankruptcy,  readjustment of debt,  marshaling of assets and liabilities or
similar  proceedings,  or for the  winding-up  or  liquidation  of its affairs,  shall have been entered  against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or

                  (iv)     the Servicer shall consent to the  appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy,  readjustment of debt,  marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or

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

                  (vi)     the  Servicer  ceases to be approved by either  Fannie Mae or Freddie Mac (to the extent such  entities  are
then  operating  in a capacity  similar to that in which they  operate on the date  hereof) as a mortgage  loan  servicer for more than
thirty days to the extent such entities perform similar functions; or

                  (vii)    the Servicer  attempts to assign its right to  servicing  compensation  hereunder or the Servicer  attempts,
without the consent of the Owner,  to sell or  otherwise  dispose of all or  substantially  all of its  property or assets or to assign
this  Agreement  or the  servicing  responsibilities  hereunder or to delegate its duties  hereunder or any portion  thereof  except as
otherwise permitted herein; or

                  (viii)   the  Servicer  ceases to be  qualified  to transact  business in any  jurisdiction  where it is currently so
qualified,  but only to the extent such  non-qualification  materially  and  adversely  affects the  Servicer's  ability to perform its
obligations hereunder;

                  then,  and in each and every such case, so long as an Event of Default shall not have been  remedied,  the Owner,  by
notice in writing to the  Servicer  may, in addition to whatever  rights the Owner may have under  Section 8.01 and at law or equity to
damages,  including  injunctive  relief and specific  performance,  terminate all the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the Servicer for the same. On or after the
receipt by the Servicer of such written notice,  all authority and power of the Servicer under this Agreement,  whether with respect to
the Mortgage  Loans or  otherwise,  shall pass to and be vested in the  successor  appointed  pursuant to Section  11.01.  Upon written
request from the Owner, the Servicer shall prepare,  execute and deliver,  any and all documents and other  instruments,  place in such
successor's  possession  all Servicing  Files,  and do or accomplish  all other acts or things  necessary or  appropriate to effect the
purposes of such notice of  termination,  whether to complete the transfer and  endorsement  or  assignment  of the Mortgage  Loans and
related  documents,  or otherwise,  at the Servicer's sole expense.  The Servicer agrees to cooperate with the Owner and such successor
in effecting the termination of the Servicer's  responsibilities and rights hereunder,  including,  without limitation, the transfer to
such  successor  for  administration  by it of all cash amounts  which shall at the time be credited by the  Servicer to the  Custodial
Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

         Section 9.02  Waiver of Defaults.

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

                                                               ARTICLE X
                                                              TERMINATION

         Section 10.01  Termination.

                  The respective  obligations  and  responsibilities  of the Servicer shall  terminate upon: (i) the later of the final
payment or other  liquidation  (or any advance with respect  thereto) of the last Mortgage Loan or the  disposition of all REO Property
and the remittance of all funds due hereunder;  (ii) by mutual consent of the Servicer and the Owner in writing;  (iii)  termination by
the Owner  pursuant to Section 9.01,  (iv) sixty (60) days prior written  notice by the Owner to the Servicer or (v) one hundred twenty
(120) days prior written notice by the Servicer to the Owner.

                  If the Owner at its option  elects to  terminate  all of the rights of the  Servicer  hereunder  in  accordance  with
subsection (iv) of the preceding  paragraph,  the Owner shall pay the Servicer an amount equal to (i) if such termination occurs within
the six month period  following the Servicing  Transfer  Date, an amount equal to $50.00 per Mortgage  Loan,  (ii) if such  termination
occurs during the period which is seven months to twelve months  following the Servicing  Transfer  Date, an amount equal to $25.00 per
Mortgage Loan,  (iii) if such  termination  occurs during the period which is thirteen months to fifteen months following the Servicing
Transfer  Date,  an amount equal to $15.00 per Mortgage  Loan and (iv) if such  termination  occurs  during the period which is sixteen
(16) months or more following the Servicing Transfer Date, an amount equal to $10.00.

                  Simultaneously with any such termination and the transfer of servicing  hereunder,  the Servicer shall be entitled to
be reimbursed for any outstanding Servicing Advances and Monthly Advances.

         Section 10.02 Removal of Mortgage  Loans from  Inclusion  under this  Agreement  upon a Whole Loan Transfer or a Pass-Through
Transfer.

                  The Servicer acknowledges and the Owner agrees that with respect to some or all of the Mortgage Loans, the Owner may
effect either (1) one or more Whole Loan Transfers, or  (2) one or more Pass-Through Transfers.


                                            The Servicer shall  cooperate with the Owner in connection  with any Whole Loan Transfer or
                           Pass-Through  Transfer  contemplated  by the Owner pursuant to this Section.  In connection  therewith,  and
                           without  limitation,  the Owner shall deliver any reconstitution  agreement or other document related to the
                           Whole Loan  Transfer or  Pass-Through  Transfer to the Servicer at least 15 days prior to such  transfer and
                           the Servicer shall (i) execute any such  reconstitution  agreement which contains  provisions  substantially
                           similar to those herein or otherwise reasonably  acceptable to the Owner and the Servicer and which restates
                           the  representations  and  warranties  contained  in Article III as of the date of  transfer  (except to the
                           extent any such representation or warranty is not accurate on such date);  provided,  however, that Servicer
                           agrees that any such  reconstitution  agreement in connection  with a Whole Loan Transfer to Fannie Mae will
                           be  reasonably  acceptable  to the  Servicer if it  obligates  the  Servicer to service the  Mortgage  Loans
                           identified  therein and to remit and report,  all in  accordance  with the Fannie Mae Guide;  and  provided,
                           further,  that only a notice of transfer  identifying the Mortgage Loans to be transferred  need be given in
                           the case of a  Pass-Through  Transfer by the initial Owner to Structured  Asset Mortgage  Investments,  Inc.
                           ("SAMI") and by SAMI to the Trustee in connection with such Pass-Through  Transfer;  and (ii) deliver to the
                           Owner for  inclusion in any  prospectus or other  offering  material  such  publicly  available  information
                           regarding the Servicer,  its financial  condition and its mortgage loan  delinquency,  foreclosure  and loss
                           experience and any additional  information  reasonably  requested by the Owner,  and to deliver to the Owner
                           any similar  non-public,  unaudited  financial  information,  in which case the Owner shall bear the cost of
                           having such information  audited by certified  public  accountants if the Owner desires such an audit, or as
                           is  otherwise  reasonably  requested  by the Owner and which the  Servicer is capable of  providing  without
                           unreasonable effort or expense, and to indemnify the Owner and its affiliates for material  misstatements or
                           omissions contained (i) in such information and (ii) on the Mortgage Loan Schedule.
                  With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, effected by the Owner, Owner
(i) shall reimburse Servicer for all reasonable out-of-pocket third party costs and expenses related thereto and (ii) shall pay
Servicer a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably
agreed upon by Servicer and Owner prior to the expenditure of such time and effort); provided, however, that for each Whole Loan
Transfer and/or Pass-Through Transfer, the sum of such amounts described in subsections (i) and (ii) above shall in no event exceed
$5,000.  For purposes of this paragraph, all Whole Loan Transfers and/or Pass-Through Transfers made to the same entity within the
same accounting cycle shall be considered one Whole Loan Transfer or Pass-Through Transfer.

                  All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be
subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto
this Agreement shall remain in full force and effect.

         Section 10.03  Master Servicer.

                  The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master
Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the
provisions of this Agreement.  The Master Servicer, acting on behalf of the Owner, shall have the same rights as the Owner to enforce
the obligations of the Servicer under this Agreement.  The Master Servicer shall be entitled to terminate the rights and obligations
of the Servicer under this Agreement upon the failure of the Servicer to perform any of its obligations under this Agreement if such
failure constitutes an Event of Default as provided in Article X of this Agreement.  Notwithstanding anything to the contrary, in no
event shall the Master Servicer assume any of the obligations of the Owner under this Agreement.

         Section 10.04  Transfer of Servicing for Defaulted Loans.

                  The Owner shall have the option, exercisable in its sole discretion and upon reasonable written notice to the
Servicer, to transfer to a third-party servicer any Mortgage Loan that is more than sixty (60) days delinquent with respect to
Monthly Payments.  Upon such transfer, the Owner will reimburse the Servicer for all unreimbursed Monthly Advances and Servicing
Advances with respect to such Mortgage Loan and the reasonable costs and expenses incurred by the Servicer in connection with the
transfer of servicing with respect to such Mortgage Loan.


                                                              ARTICLE XI
                                                       MISCELLANEOUS PROVISIONS

         Section 11.01  Successor to the Servicer.

                  Prior to termination of the Servicer's  responsibilities  and duties under this Agreement  pursuant to Sections 8.04,
9.01 or 10.01(ii),  the Owner shall (i) succeed to and assume all of the Servicer's  responsibilities,  rights,  duties and obligations
under this Agreement,  or (ii) appoint a successor having the  characteristics set forth in Section 8.02 hereof and which shall succeed
to all rights and assume  all of the  responsibilities,  duties and  liabilities  of the  Servicer  under this  Agreement  prior to the
termination of the Servicer's  responsibilities,  duties and liabilities under this Agreement.  In connection with such appointment and
assumption,  the Owner may make such  arrangements  for the  compensation  of such  successor out of payments on Mortgage  Loans as the
Owner and such successor shall agree. In the event that the Servicer's  duties,  responsibilities  and liabilities under this Agreement
should be terminated  pursuant to the aforementioned  sections,  the Servicer shall discharge such duties and  responsibilities  during
the period from the date it acquires  knowledge of such termination  until the effective date thereof with the same degree of diligence
and  prudence  which it is  obligated  to exercise  under this  Agreement,  and shall take no action  whatsoever  that might  impair or
prejudice  the  rights  or  financial  condition  of its  successor.  The  resignation  or  removal  of the  Servicer  pursuant  to the
aforementioned  sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this section and shall in no
event relieve the Servicer of the  representations  and warranties made pursuant to Article III and the remedies available to the Owner
under  Section  8.01, it being  understood  and agreed that the  provisions of such Article III and Section 8.01 shall be applicable to
the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.

                  Any successor  appointed as provided  herein shall execute,  acknowledge and deliver to the Servicer and to the Owner
an instrument  accepting such  appointment,  whereupon such successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations and liabilities of the Servicer,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Servicer or this Agreement  pursuant to Section 8.04,  9.01 or 10.01 shall not affect any claims
that the Owner may have against the Servicer arising prior to any such termination or resignation.

                  The Servicer  shall promptly  deliver to the successor the funds in the Custodial  Account and the Escrow Account and
the  Servicing  Files and related  documents and  statements  held by it hereunder  and the Servicer  shall account for all funds.  The
Servicer  shall  execute and deliver  such  instruments  and do such other things all as may  reasonably  be required to more fully and
definitely  vest and confirm in the successor all such rights,  powers,  duties,  responsibilities,  obligations and liabilities of the
Servicer.  The successor  shall make such  arrangements as it may deem  appropriate to reimburse the Servicer for  unrecovered  Monthly
Advances and Servicing  Advances which the successor  retains  hereunder and which would  otherwise have been recovered by the Servicer
pursuant to this Agreement but for the appointment of the successor servicer.

                  Upon a successor's acceptance of appointment as such, the Servicer shall notify the Owner of such appointment.

                  All reasonable  costs and expenses  incurred in connection  with  replacing the Servicer upon its  resignation or the
termination of the Servicer in accordance  with the terms of this Agreement,  including,  without  limitation,  (i) all legal costs and
expenses and all due diligence  costs and expenses  associated  with an evaluation  of the potential  termination  of the Servicer as a
result of an Event of Default and (ii) all costs and  expenses  associated  with the  complete  transfer of  servicing,  including  all
servicing  files and all servicing data and the  completion,  correction or  manipulation  of such servicing data as may be required by
the successor  servicer to correct any errors or  insufficiencies in the servicing data or otherwise to enable the successor service to
service the Mortgage  Loans in accordance  with this  Agreement,  shall be payable on demand by the  resigning or  terminated  Servicer
without any right of reimbursement therefor.

         Section 11.02  Amendment.

                  This  Agreement  may be amended from time to time by the Servicer  and the Owner by written  agreement  signed by the
Servicer and the Owner.

         Section 11.03  Recordation of Agreement.

                  To the extent  permitted by applicable  law,  this  Agreement is subject to  recordation  in all  appropriate  public
offices for real property records in all the counties or other comparable  jurisdictions in which any of all the properties  subject to
the Mortgages are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected by the
Owner at the  Owner's  expense on  direction  of the Owner  accompanied  by an opinion of counsel to the effect  that such  recordation
materially and beneficially affects the interest of the Owner or is necessary for the administration or servicing the Mortgage Loans.

         Section 11.04  Governing Law.

                  THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL  LAWS OF THE STATE OF NEW YORK
WITHOUT  GIVING EFFECT TO PRINCIPLES  OF CONFLICTS OF LAWS.  THE  OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 11.05  Notices.

                  Any demands,  notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or transmitted by telecopier and confirmed by a similar mailed writing, as follows:

                  (i)      if to the Servicer:

                           Alliance Mortgage Company
                           8100 Nations Way
                           Jacksonville, Florida 32256
                           Attention:  Carolyn Cragg
                           Telecopier No.:  (904) 281-6206

                  and,

                           Alliance Mortgage Company
                           8100 Nations Way
                           Jacksonville, Florida 32256
                           Attention:  Michael C. Koster
                           Telecopier No.:  (904) 281-6145

                  (ii)     if to the Owner:

                           Mac Arthur Ridge II
                           909 Hidden Ridge Drive, Suite 200
                           Irving, Texas 75038
                           Attention:  Ms. Ralene Ruyle
                           Telecopier No.:  (972) 444-2880

                  (iii)    if to the Master Servicer:

                           11000 Broken Land Parkway
                           Columbia, Maryland 21044
                           Attention:  Master Servicing - Bear Stearns
                           Telecopier No.:  (410) 884-2360

or such other  address as may  hereafter  be furnished to the other party by like notice.  Any such demand,  notice,  or  communication
hereunder  shall be deemed to have been received on the date delivered to or received at the premises of the address (as evidenced,  in
the case of registered or certified mail, by the date noted on the return receipt).

         Section 11.06  Severability of Provisions.

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

         Section 11.07  Exhibits

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

         Section 11.08  General Interpretive Principles.

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

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

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

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

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

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

                  (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration.

         Section 11.09  Reproduction of Documents.

                  This  Agreement  and all  documents  relating  hereto,  including,  without  limitation,  (i)  consents,  waivers and
modifications  which may hereafter be executed,  (ii) documents received by any party at the closing,  and (iii) financial  statements,
certificates and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,
micro-card,  miniature  photographic  or other similar  process.  The parties agree that any such  reproduction  shall be admissible in
evidence as the original itself in any judicial or administrative  proceeding,  whether or not the original is in existence and whether
or not such  reproduction  was made by a party in the  regular  course of  business,  and that any  enlargement,  facsimile  or further
reproduction of such reproduction shall likewise be admissible in evidence.

         Section 11.10  Confidentiality of Information.

                  Each party  recognizes  that,  in  connection  with this  Agreement,  it may become privy to  non-public  information
regarding  the  financial  condition,  operations  and  prospects of the other party.  Except as required to be disclosed by law,  each
party agrees to keep all  non-public  information  regarding the other party  strictly  confidential,  and to use all such  information
solely in order to effectuate the purpose of this Agreement.

         Section 11.11  Assignment by the Owner.

                  The Owner shall have the right,  without the consent of the  Servicer  hereof,  to assign,  in whole or in part,  its
interest  under this Agreement  with respect to some or all of the Mortgage  Loans,  and designate any person to exercise any rights of
the Owner  hereunder,  by executing an assignment and assumption  agreement  reasonably  acceptable to the Servicer and the assignee or
designee  shall accede to the rights and  obligations  hereunder of the Owner with respect to such  Mortgage  Loans.  In no event shall
Owner sell a partial  interest in any Mortgage  Loan.  All  references  to the Owner in this  Agreement  shall be deemed to include its
assignees or  designees.  It is  understood  and agreed  between the Owners and the Servicer  that no more than five (5) Persons  shall
have the right of owner under this Agreement at any one time.

         Section 11.12  No Partnership.

                  Nothing  herein  contained  shall be deemed or  construed to create a  co-partnership  or joint  venture  between the
parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as agent for Owner.

         Section 11.13  Execution, Successors and Assigns.

                  This  Agreement  may be  executed  in one or more  counterparts  and by the  different  parties  hereto  on  separate
counterparts,  each of which, when so executed,  shall be deemed to be an original; such counterparts,  together,  shall constitute one
and the same  agreement.  Subject to Section 8.05,  this  Agreement  shall inure to the benefit of and be binding upon the Servicer and
the Owner and their respective successors and assigns.

         Section 11.14  Entire Agreement.

                  Each of the Servicer and the Owner  acknowledge  that no  representations,  agreements or promises were made to it by
the other party or any of its employees other than those  representations,  agreements or promises specifically  contained herein. This
Agreement sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties.




                  IN WITNESS  WHEREOF,  the  Servicer  and the Owner have caused  their names to be signed  hereto by their  respective
officers thereunto duly authorized as of the date and year first above written.


                                            EMC MORTGAGE CORPORATION

                                            By:______________________________________________
                                                Name:  Ralene Ruyle
                                                Title: President



                                            ALLIANCE MORTGAGE COMPANY


                                            By:______________________________________________
                                                 Name:  Carolyn S. Cragg
                                                 Title: Senior Vice President




                                                               EXHIBIT A

                                                                FORM OF
                                                       ACKNOWLEDGEMENT AGREEMENT


         On this ____ day of __________ 200__, EMC Mortgage Corporation (the "Owner") hereby delivers the mortgage loans identified
on Schedule A attached hereto (the "Mortgage Loans") to Alliance Mortgage Corporation (the "Servicer") and the Servicer hereby agrees
to service the mortgage loans identified on Schedule A attached hereto (the "Mortgage Loans") pursuant to the Subservicing Agreement
dated as of August 1, 2002 by and between the Owner and the Servicer.



                                    ALLIANCE MORTGAGE CORPORATION.



                                    By:_________________________________________________

                                    Name:_______________________________________________

                                    Title:______________________________________________




                                                               EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT
                                                                (date)


To:______________________
_________________________
_________________________
    (the "Depository")

                  As "Servicer" under the Subservicing  Agreement,  dated as of August 1, 2002, (the "Agreement"),  we hereby authorize
and request you to  establish an account,  as a Custodial  Account  pursuant to Section  4.04 of the  Agreement,  to be  designated  as
"Alliance  Mortgage  Company  Custodial  Account,  in trust for EMC Mortgage  Corporation,  Owner of Whole Loan Mortgages,  and various
Mortgagors."  All deposits in the account  shall be subject to  withdrawal  therefrom by order signed by the  Servicer.  You may refuse
any deposit which would result in violation of the  requirement  that the account be fully insured as described  below.  This letter is
submitted to you in duplicate.  Please execute and return one original to us.


                                 By:____________________
                                 Name:__________________
                                 Title:_________________

                  The undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under
Account  Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as
provided  above.  The full amount  deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit
Insurance  Corporation  through the Bank  Insurance  Fund or the Savings  Association  Insurance  Fund or will be invested in Permitted
Investments as defined in the Agreement.

                                 [                  ]
                                 (name of Depository)
                                 By:____________________
                                 Name:__________________
                                 Title:_________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT

                                                                (date)

To:___________________________
______________________________
______________________________
       (the "Depository")

                  As "Servicer" under the Subservicing  Agreement,  dated as of August 1, 2002 (the  "Agreement"),  we hereby authorize
and request  you to  establish  an account,  as an Escrow  Account  pursuant to Section  4.06 of the  Agreement,  to be  designated  as
"Alliance  Mortgage  Company  Escrow  Account,  in trust for EMC  Mortgage  Corporation,  Owner of Whole Loan  Mortgages,  and  various
Mortgagors."  All deposits in the account  shall be subject to  withdrawal  therefrom by order signed by the  Servicer.  You may refuse
any deposit which would result in violation of the  requirement  that the account be fully insured as described  below.  This letter is
submitted to you in duplicate.  Please execute and return one original to us.


                                 By:____________________
                                 Name:__________________
                                 Title:_________________

                  The undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under
Account  Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as
provided  above.  The full amount  deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit
Insurance  Corporation  through the Bank  Insurance  Fund or the Savings  Association  Insurance  Fund or will be invested in Permitted
Investments as defined in the Agreement.

                                 [                  ]
                                 (name of Depository)
                                 By:____________________
                                 Name:__________________
                                 Title:_________________




                                                               EXHIBIT D

                                                   REQUEST FOR RELEASE OF DOCUMENTS

To:      Wells Fargo Bank Minnesota, National Association
         1015 10th Avenue S.E.
         Mpls., MN  55414
         Attn:  ________________

         Re:      Custodial Agreement dated as of ________, among _____________________. and Wells Fargo Bank
                  Minnesota, National Association, as Custodian

                  In connection with the administration of the Mortgage Loans held by you as Custodian for the Owner pursuant to the
above-captioned Custody Agreement, we request the release, and hereby acknowledge receipt, of the Custodian's Mortgage File for the
Mortgage Loan described below, for the reason indicated.


Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:



Reason for Requesting Documents (check one):

_______           1.       Mortgage Paid in Full

_______           2.       Foreclosure

_______           3.       Substitution

_______           4.       Other Liquidation (Repurchases, etc.)

_______           5.       Nonliquidation  [Reason:_______________________________]

Address to which Custodian should
Deliver the Custodian's Mortgage File:               __________________________________________
                                                     __________________________________________
                                                     __________________________________________


                                                     By:_______________________________________
                                                                        (authorized signer)
         Issuer:_____________________________________
                                                     Address:___________________________________
                  ___________________________________

         Date:______________________________________


Custodian

Wells Fargo Bank Minnesota, National Association

Please acknowledge the execution of the above request by your signature and date below:

____________________________________                          _________________
Signature                                                     Date

Documents returned to Custodian:

____________________________________                          _________________
Custodian                                                     Date



                                                               EXHIBIT E

                                                   LOAN LEVEL FORMAT FOR TAPE INPUT,
                                                       SERVICER PERIOD REPORTING

The format for the tape should be:

1.  Record length of 240
2.  Blocking factor of 07 records per block
3.  ASCII
4.  Unlabeled tape
5.  6250 or 1600 BPI (please indicate)

                                                                       COBOL
Field Name                         Position         Length            "picture"

Master Servicer No.                 001-002          2                 "01"
Unit Code                           003-004          2                 "  "
Loan Number                         005-014          10                X(10)
Borrower Name                       015-034          20                X(20)
Old Payment Amount                  035-045          11                S9(9)V9(02)
Old Loan Rate                       046-051          6                 9(2)V9(04)
Servicer Fee Rate                   052-057          6                 9(2)V9(04)
Servicer Ending Balance             058-068          11                S9(9)V9(02)
Servicer Next Due Date              069-076          8                 CCYYMMDD
Curtail Amt 1 - Before              077-087          11                S9(9)V9(02)
Curtail Date 1                      088-095          8                 CCYYMMDD
Curtail Amt 1 - After               096-106          11                S9(9)V9(02)
Curtail Amt 2 - Before              107-117          11                S9(9)V9(02)
Curtail Date 2                      118-125          8                 CCYYMMDD
Curtail Amt 2 - After               126-136          11                S9(9)V9(02)
Curtail Amt 3 - Before              137-147          11                S9(9)V9(02)
Curtail Date 3                      148-155          8                 CCYYMMDD
Curtail Amt 3 - After               156-166          11                S9(9)V9(02)
New Payment Amount                  167-177          11                S9(9)V9(02)
New Loan Rate                       178-183          6                 9(2)V9(04)
Index Rate                          184-189          6                 9(2)V9(04)
Remaining Term                      190-192          3                 9(3)
Liquidation Amount                  193-203          11                S9(9)V9(02)
Action Code                         204-205          2                 X(02)
Scheduled Principal                 206-216          11                S9(9)V9(02)
Scheduled Interest                  217-227          11                S9(9)V9(02)
Scheduled Ending Balance            228-238          11                S9(9)V9(02)
FILLER                              239-240          2                 X(02)

Trailer Record:


Trailer Record:

Number of Records                   001-006          6                 9(06)
FILLER                              007-240          234               X(234)




Field Names and Descriptions:


Field Name                                  Description

Master Servicer No.                         Hard code as "01" used internally

Unit Code                                   Hard code as "  " used internally

Loan Number                                 Investor's loan number

Borrower Name                               Last name of borrower

Old Payment Amount                          P&I amount used for the applied payment

Old Loan Rate                               Gross interest rate used for the applied payment

Servicer Fee Rate                           Servicer's fee rate

Servicer Ending Balance                     Ending actual balance after a payment has been applied

Servicer Next Due Date                      Borrower's next due date for a payment

Curtailment Amount 1 - Before               Amount of curtailment applied before the payment

Curtailment Date 1                          Date of curtailment should coincide with the payment date
                                            applicable to the curtailment

Curtailment Amount 1 – After           Amount of curtailment applied after the payment

Curtailment Amount 2 - Before               Amount of curtailment applied before the payment

Curtailment Date 2                          Date of curtailment should coincide with the payment date
                                            applicable to the curtailment

Curtailment Amount 2 – After           Amount of curtailment applied after the payment

Curtailment Amount 3 - Before               Amount of curtailment applied before the payment

Curtailment Date 3                          Date of curtailment should coincide with the payment date
                                            applicable to the curtailment

Curtailment Amount 3 – After           Amount of curtailment applied after the payment

New Payment Amount                          For ARM, Equal, or Buydown loans, when a payment change
                                            occurs, this is the scheduled payment

New Loan Rate                               For ARM loans, when the gross interest rate change occurs,
                                            this is the scheduled rate

Index Rate                                  For ARM loans, the index rate used in calculating the new
gross interest rate

Remaining Term                              For ARM loans, the number of months left on the loan used
to determine the new P&I amount

Liquidation Amount                          The payoff amount of the loan

Action Code                                 For delinquent loans:
                                            12 -- Relief Provisions
                                            15 -- Bankruptcy/Litigation
                                            20 -- Referred for Deed-in-lieu, short sale
                                            30 -- Referred to attorney to begin foreclosure
                                            60 -- Loan Paid in full
                                            70 -- Real Estate Owned

Scheduled Principal                         Amount of principal from borrower payment due to
bondholder

Scheduled Interest                          Amount of interest from borrower payment due to bondholder

Scheduled Ending Balance                    Ending scheduled balance of loan

FILLER                                      Should be filled with spaces


                                                               EXHIBIT F

                                                  REPORTING DATA FOR DEFAULTED LOANS

Data  must be  submitted  to Wells  Fargo  Bank in an Excel  spreadsheet  format  with  fixed  field  names  and data  type.  The Excel
spreadsheet should be used as a template consistently every month when submitting data.

Table: Delinquency

          Name                                                Type                                 Size
          Servicer Loan #                                     Number (Double)                         8
          Investor Loan #                                     Number (Double)                         8
          Borrower Name                                       Text                                   20
          Address                                             Text                                   30
          State                                               Text                                    2
          Due Date                                            Date/Time                               8
          Action Code                                         Text                                    2
          FC Received                                         Date/Time                               8
          File Referred to Atty                               Date/Time                               8
          NOD                                                 Date/Time                               8
          Complaint Filed                                     Date/Time                               8
          Sale Published                                      Date/Time                               8
          Target Sale Date                                    Date/Time                               8
          Actual Sale Date                                    Date/Time                               8
          Loss Mit Approval Date                              Date/Time                               8
          Loss Mit Type                                       Text                                    5
          Loss Mit Estimated Completion Date                  Date/Time                               8
          Loss Mit Actual Completion Date                     Date/Time                               8
          Loss Mit Broken Plan Date                           Date/Time                               8
          BK Chapter                                          Text                                    6
          BK Filed Date                                       Date/Time                               8
          Post Petition Due                                   Date/Time                               8
          Motion for Relief                                   Date/Time                               8
          Lift of Stay                                        Date/Time                               8
          RFD                                                 Text                                   10
          Occupant Code                                       Text                                   10
          Eviction Start Date                                 Date/Time                               8
          Eviction Completed Date                             Date/Time                               8
          List Price                                          Currency                                8
          List Date                                           Date/Time                               8
          Accepted Offer Price                                Currency                                8
          Accepted Offer Date                                 Date/Time                               8
          Estimated REO Closing Date                          Date/Time                               8
          Actual REO Sale Date                                Date/Time                               8

[]   Items in bold are  MANDATORY  FIELDS.  We must  receive  information  in those  fields  every  month in order for your file to be
     accepted.





The Action Code Field should show the applicable  numeric code to indicate that a special  action is being taken.  The Action Codes are
the following:

              12-Relief Provisions
              15-Bankruptcy/Litigation
              20-Referred for Deed-in-Lieu
              30-Referred fore Foreclosure
              60-Payoff
              65-Repurchase
              70-REO-Held for Sale
              71-Third Party Sale/Condemnation
              72-REO-Pending Conveyance-Pool Insurance claim filed

Wells  Fargo  Bank  will  accept  alternative  Action  Codes to those  above,  provided  that the Codes are  consistent  with  industry
standards.  If Action Codes other than those above are used,  the Servicer must supply Wells Fargo Bank with a  description  of each of
the Action Codes prior to sending the file.

Description of Action Codes:
Action Code 12 - To report a Mortgage  Loan for which the Borrower has been granted  relief for curing a  delinquency.  The Action Date
is the date the relief is expected to end.  For  military  indulgence,  it will be three months  after the  Borrower's  discharge  from
military service.

Action Code 15 - To report the  Borrower's  filing for  bankruptcy or  instituting  some other type of litigation  that will prevent or
delay  liquidation of the Mortgage Loan.  The Action Date will be either the date that any repayment plan (or  forbearance)  instituted
by the bankruptcy court will expire or an additional date by which the litigation should be resolved.

Action Code 20 - To report that the Borrower has agreed to a  deed-in-lieu  or an assignment  of the  property.  The Action Date is the
date the Servicer decided to pursue a deed-in-lieu or the assignment.

Action Code 30 - To report that the  decision has been made to foreclose  the Mortgage  Loan.  The Action Date is the date the Servicer
referred the case to the foreclosure attorney.

Action Code 60 - To report that a Mortgage  Loan has been paid in full  either at, or prior to,  maturity.  The Action Date is the date
the pay-off funds were remitted to the Master Servicer.

Action Code 65 - To report that the Servicer is  repurchasing  the Mortgage Loan.  The Action Date is the date the repurchase  proceeds
were remitted to the Master Servicer.

Action Code 70 - To report that a Mortgage  Loan has been  foreclosed or a  deed-in-lieu  of  foreclosure  has been  accepted,  and the
Servicer,  on behalf of the owner of the  Mortgage  Loan,  has acquired the property and may dispose of it. The Action Date is the date
of the foreclosure sale or, for deeds-in-lieu, the date the deed is recorded on behalf of the owner of the Mortgage Loan.

Action Code 71 - To report that a Mortgage Loan has been  foreclosed and a third party acquired the property,  or a total  condemnation
of the property has occurred.  The Action Date is the date of the foreclosure sale or the date the condemnation award was received.

Action Code 72 - To report that a Mortgage Loan has been  foreclosed,  or a  deed-in-lieu  has been  accepted,  and the property may be
conveyed to the mortgage  insurer and the pool insurance  claim has been filed.  The Action Date is the date of the  foreclosure  sale,
or, for deeds-in-lieu, the date of the deed for conventional mortgages.

The Loss Mit Type field should show the approved Loss Mitigation arrangement.  The following are acceptable:

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

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


The Occupant Code field should show the current status of the property.  The acceptable codes are:
          Mortgagor
          Tenant
          Unknown
          Vacant




                                                         AMENDMENT NUMBER ONE
                                                                to the

                                                        SUBSERVICING AGREEMENT

                                                      Dated as of January 1, 2006

                                                                between

                                                       EMC MORTGAGE CORPORATION,
                                                               as Owner

                                                                  and

                                     EVERHOME MORTGAGE COMPANY (F/K/A ALLIANCE MORTGAGE COMPANY),
                                                              as Servicer

         This  AMENDMENT  NUMBER ONE (this  "Amendment")  is made and entered  into this 1st day of January,  2006,  by and between EMC
Mortgage Corporation,  a Delaware corporation,  as owner (the "Owner") and Everhome Mortgage Company (f/k/a Alliance Mortgage Company),
as servicer (the "Servicer") in connection with the  Subservicing  Agreement,  dated as of August 1, 2002,  between the above mentioned
parties (the "Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.

                                                               RECITALS

         WHEREAS, the parties hereto have entered into the Agreement;

         WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;

         WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and

         NOW, THEREFORE,  in consideration of the premises and for other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

         1.       Capitalized  terms  used  herein  and not  defined  herein  shall  have the  meanings  assigned  to such terms in the
Agreement.

         2.       Article I of the Agreement is hereby amended  effective as of the date hereof by adding the following  definitions to
Section 1.01:

         Commission or SEC:  The Securities and Exchange Commission.

         Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Pass-Through Transfer.

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

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

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

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

         Servicing  Criteria:  As of any date of  determination,  the "servicing  criteria" set forth in Item 1122(d) of Regulation AB,
or any  amendments  thereto,  a summary  of the  requirements  of which as of the date  hereof  is  attached  hereto  as  Exhibit I for
convenience  of  reference  only.  In the event of a  conflict  or  inconsistency  between  the terms of Exhibit I and the text of Item
1122(d) of  Regulation  AB, the text of Item 1122(d) of Regulation AB shall control (or those  Servicing  Criteria  otherwise  mutually
agreed to by the Owner, the Servicer and any Person that will be responsible for signing any Sarbanes  Certification  with respect to a
Pass-Through Transfer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit I).

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

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

         3.       Article I of the  Agreement  is  hereby  amended  effective  as of the date  hereof by  deleting  the  definition  of
Pass-Through Transfer in Section 1.01 and replacing it with the following:

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

         4.       Article I of the Agreement is hereby amended  effective as of the date hereof by deleting the definition of Principal
Prepayment in Section 1.01 and replacing it with the following:

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

         5.       Article III of the Agreement is hereby amended  effective as of the date hereof by adding the following  after clause
(h):

         (i)      Servicer has delivered to the Owner financial  statements of its parent,  for its last two complete fiscal years. All
such financial  information  fairly presents the pertinent  results of operations and financial  position for the period identified and
has been prepared in accordance  with GAAP  consistently  applied  throughout  the periods  involved,  except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures,  business, operations,  financial condition,  properties or
assets of the Servicer  since the date of the Servicer's  financial  information  that would  reasonably be expected to have a material
adverse effect on its ability to perform its obligations under this Agreement;

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

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

         (l)      Notwithstanding  anything to the contrary in the Agreement,  the Servicer shall (or shall cause each  Subservicer to)
(i)  immediately  notify the Owner,  the Master  Servicer and any Depositor in writing of (A) any material  litigation or  governmental
proceedings  pending  against  the  Servicer  or any  Subservicer  of a type  contemplated  by Item  1117  of  Regulation  AB,  (B) any
affiliations  or  relationships  that  develop  following  the closing  date of a  Pass-Through  Transfer  between the  Servicer or any
Subservicer  and any of the parties  specified in clause (7) of paragraph  (j) of this Article  (and any other  parties  identified  in
writing by the requesting party) with respect to such  Pass-Through  Transfer of a type contemplated by Item 1119 of Regulation AB, (C)
any Event of Default  under the terms of this  Agreement or any  Reconstitution  Agreement,  (D) any merger,  consolidation  or sale of
substantially  all of the  assets of the  Servicer,  except as  provided  in clause  (m) below,  and (E) the  Servicer's  entry into an
agreement  with a  Subservicer  to  perform or assist in the  performance  of any of the  Servicer's  material  obligations  under this
Agreement or any  Reconstitution  Agreement  related  thereto and (ii)  provide to the Owner and any  Depositor a  description  of such
proceedings, affiliations or relationships.

         All notification pursuant to this clause (l), other than those pursuant to (l)(i)(A), should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, TX 75067-3884
         Attention:  Conduit Seller Approval Dept.
         Facsimile:  (214) 626-3751
         Email:  sellerapproval@bear.com

         With a copy to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         Notifications pursuant to (l)(i)(A) should be sent to:

         EMC Mortgage Corporation
         Two Mac Arthur Ridge
         909 Hidden Ridge Drive, Suite 200
         Irving, TX 75038
         Attention:  Associate General Counsel for Loan Administration
         Facsimile:  (972) 831-2555

         With copies to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, TX 75067-3884
         Attention:  Conduit Seller Approval Dept.
         Facsimile:  (214) 626-3751
         Email:  sellerapproval@bear.com

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

         6.       Article IV of the  Agreement  is hereby  amended  effective as of the date hereof by adding the  following  after the
first sentence of Section 4.01:

         In addition,  the Servicer  shall furnish  information  regarding  the borrower  credit files related to such Mortgage Loan to
credit  reporting  agencies  in  compliance  with the  provisions  of the Fair Credit  Reporting  Act and the  applicable  implementing
regulations.

         7.       Article IV of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following as the last
paragraph of Section 4.02:

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

         8.       Article IV of the  Agreement is hereby  amended  effective  as of the date hereof by revising the first  paragraph of
Section 4.03 by adding the following after the first sentence:

         In  determining  the  delinquency  status of any Mortgage  Loan,  the Servicer will use  delinquency  recognition  policies as
described to and approved by the Owner, and shall revise these policies as requested by the Owner from time to time.

         9.       Article V of the  Agreement  is hereby  amended  effective  as of the date  hereof by  deleting  Section  5.02 in its
entirety and replacing it with the following:

         Section 5.02      Statements to the Owner.

         The Servicer shall furnish to Owner an individual  Mortgage Loan accounting  report (a "Report"),  as of the last Business Day
of each month, in the Servicer's  assigned loan number order to document Mortgage Loan payment activity on an individual  Mortgage Loan
basis.  With  respect to each month,  such Report  shall be received by the Owner no later than the fifth  Business Day of the month of
the related Remittance Date on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon by both
the Owner and the Servicer, and in hard copy, which Report shall contain the following:

         (i)      with respect to each Mortgage Loan and each Monthly  Payment,  the amount of such  remittance  allocable to principal
(including a separate breakdown of any Principal  Prepayment,  including the date of such prepayment,  and any prepayment  penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)     with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)    with respect to each Mortgage Loan, the amount of servicing  compensation  received by the Servicer  during the prior
distribution period;

         (iv)     the Stated Principal  Balance of each Mortgage Loan and the aggregate Stated Principal  Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;

         (v)      with respect to each Mortgage Loan, the current Mortgage Interest Rate;

         (vi)     with  respect  to each  Mortgage  Loan,  the  aggregate  amount of any  Insurance  Proceeds,  Condemnation  Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;

         (vii)    with  respect to each  Mortgage  Loan,  the amount of any  Prepayment  Interest  Shortfalls  paid by the  Servicer in
accordance with Section 4.04(ix) during the prior distribution period;

         (viii)   the beginning and ending balances of the Custodial Account and Escrow Account;

         (ix)     the number of  Mortgage  Loans as of the first day of the  distribution  period and the last day of the  distribution
period;

         (x)      with respect to each Mortgage Loan, the Stated  Principal  Balance of each Mortgage Loan (a) delinquent as grouped in
the following  intervals  through final  liquidation  of such Mortgage  Loan: 30 to 59 days, 60 to 89 days, 90 days or more;  (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;

         (xi)     with respect to each  Mortgage  Loan,  the amount and severity of any realized  loss  following  liquidation  of such
Mortgage Loan;

         (xii)    with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,  the amount of any Monthly  Advances
made by the Servicer during the prior distribution period;

         (xiii)   with respect to each  Mortgage  Loan, a description  of any  Servicing  Advances made by the Servicer with respect to
such Mortgage Loan including the amount,  terms and general purpose of such Servicing  Advances,  and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;

         (xiv)    with respect to each Mortgage  Loan, a description of any  Nonrecoverable  Advances made by the Servicer with respect
to such Mortgage Loan including the amount,  terms and general purpose of such  Nonrecoverable  Advances,  and the aggregate  amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;

         (xv)     with respect to each Mortgage  Loan, a description of any Monthly  Advances,  Servicing  Advances and  Nonrecoverable
Advances  reimbursed to the Servicer with respect to such Mortgage Loan during the prior distribution  period pursuant to Section 4.05,
and the  source  of  funds  for  such  reimbursement,  and the  aggregate  amount  of any  Monthly  Advances,  Servicing  Advances  and
Nonrecoverable  Advances  reimbursed to the Servicer for all Mortgage Loans during the prior  distribution  period  pursuant to Section
4.05;

         (xvi)    with respect to any Mortgage Loan, a description of any material  modifications,  extensions or waivers to the terms,
fees,  penalties or payments of such Mortgage Loan during the prior distribution  period or that have cumulatively become material over
time;

         (xvii)   a description of any material breach of a representation  or warranty set forth in Article III herein or of any other
breach of a covenant or condition contained herein and the status of any resolution of such breach;

         (xviii)  with respect to each Mortgage Loan,  the Stated  Principal  Balance of any  substitute  Mortgage Loan provided by the
related originator and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan; and

         (xix)    with respect to each Mortgage Loan, the Stated  Principal  Balance of any Mortgage Loan that has been  repurchased by
the related originator.

         In addition,  the Servicer  shall  provide to the Owner such other  information  known or available to the  Servicer,  without
unreasonable effort or expense unless participants in the asset-backed  securities market reasonably consider such item standard,  that
is necessary in order to provide the  distribution  and pool  performance  information as required under Item 1121 of Regulation AB, as
amended  from time to time,  as  determined  by the Owner in its sole  commercially  reasonable  discretion.  The  Servicer  shall also
provide with each such Report a monthly report,  in the form of Exhibit E hereto,  or such other form as is mutually  acceptable to the
company,  the  Purchaser  and the Master  Servicer,  Exhibit F with respect to defaulted  loans and Exhibit L, with respect to realized
losses and gains, in electronic tape form.

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

         In addition,  not more than sixty (60) days after the end of each  calendar  year,  the Servicer  shall furnish to each Person
who was an Owner at any time during such calendar year an annual  statement in accordance with the  requirements of applicable  federal
income tax law as to the aggregate of remittances of principal and interest for the applicable portion of such year.

         10.      Article VI of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  Section  6.04 in its
entirety and replacing it with the following:

         Section 6.04      Annual Statement as to Compliance; Annual Certification.

         (a)      The  Servicer  will  deliver to the Owner and the Master  Servicer,  not later than March 1st of each  calendar  year
beginning in 2007, an Officers'  Certificate (an "Annual Statement of Compliance")  stating,  as to each signatory thereof,  that (i) a
review of the  activities  of the  Servicer  during the  preceding  calendar  year and of  performance  under this  Agreement  or other
applicable servicing agreement has been made under such officers'  supervision and (ii) to the best of such officers' knowledge,  based
on such review, the Servicer has fulfilled all of its obligations under this Agreement or other applicable  servicing  agreement in all
material  respects  throughout  such year,  or, if there has been a failure to fulfill any such  obligation  in any  material  respect,
specifying  each such failure  known to such officer and the nature and status of cure  provisions  thereof.  Such Annual  Statement of
Compliance  shall contain no restrictions  or limitations on its use to the extent used in connection with a Pass-Through  Transfer for
compliance  with  Regulation  AB or as otherwise  required by law.  Copies of such  statement  shall be provided by the Servicer to the
Owner upon request and by the Owner to any Person  identified as a prospective  purchaser of the Mortgage  Loans. In the event that the
Servicer has delegated any servicing  responsibilities with respect to the Mortgage Loans to a Subservicer,  the Servicer shall deliver
an officer's  certificate (an "Annual  Certification") of the Subservicer as described above as to each Subservicer with respect to the
applicable Mortgage Loans and such servicing responsibilities as and when required with respect to the Servicer.

         (b)      With respect to any Mortgage  Loans that are the subject of a  Pass-Through  Transfer,  by March 1st of each calendar
year  beginning  in 2007,  an officer of the  Servicer  shall  execute and  deliver an Annual  Certification  to the Owner,  the Master
Servicer and any related  Depositor for the benefit of each such entity and such entity's  affiliates  and the officers,  directors and
agents of any such entity and such entity's  affiliates,  in the form attached  hereto as Exhibit G. In the event that the Servicer has
delegated any servicing  responsibilities  with respect to the Mortgage  Loans to a  Subservicer,  the Servicer shall deliver an Annual
Certification  of the  Subservicer as described  above as to each  Subservicer  with respect to the applicable  Mortgage Loans and such
servicing responsibilities as and when required with respect to the Servicer.

         (c)      If the Servicer  cannot deliver the related Annual  Statement of Compliance or Annual  Certification  by March 1st of
such year, the Owner, at its sole option,  may permit a cure period for the Servicer to deliver such Annual  Statement of Compliance or
Annual Certification, but in no event later than March 10th of such year.

         Failure of the Servicer to timely  comply with this Section 6.04 shall be deemed an Event of Default,  automatically,  without
notice and  without  any cure  period,  unless  otherwise  agreed to by the Owner as set forth in Section  6.04(c),  and Owner may,  in
addition to whatever rights the Owner may have under Section 8.01 and at law or equity or to damages,  including  injunctive relief and
specific  performance,  terminate all the rights and  obligations of the Servicer under this Agreement and in and to the Mortgage Loans
and the proceeds  thereof  without  compensating  the Servicer for the same, as provided in Section 9.01 (except the Servicer  shall be
entitled to any  reimbursements  set forth in the  Agreement).  Such  termination  shall be considered  with cause  pursuant to Section
10.01 of this Agreement.  This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

         11.      Article VI of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  Section  6.05 in its
entirety and replacing it with the following:

         Section 6.05      [Reserved].

         12.      Article VI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
6.09:

         Section 6.09      Assessment of Compliance with Servicing Criteria.

         On and after January 1, 2006,  the Servicer  shall service and  administer,  and shall cause each  subservicer  to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With respect to any Mortgage  Loans that are the subject of a Pass-Through  Transfer,  the Servicer shall deliver to the Owner
or its designee,  the Master  Servicer and any  Depositor on or before March 1st of each calendar year  beginning in 2007, a report (an
"Assessment of  Compliance")  reasonably  satisfactory  to the Owner,  the Master  Servicer and any Depositor  regarding the Servicer's
assessment of compliance with the Servicing  Criteria during the preceding  calendar year as required by Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB, or as otherwise  reasonably required by the Master Servicer,  which as of the date hereof,
require a report by an authorized officer of the Servicer that contains the following:

         (a)      A statement by such officer of its responsibility for assessing  compliance with the Servicing Criteria applicable to
the Servicer;

         (b)      A statement by such officer that such officer used the  Servicing  Criteria to assess  compliance  with the Servicing
Criteria applicable to the Servicer;

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

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

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

         Such report at a minimum shall address each of the Servicing Criteria  specified on a certification  substantially in the form
of Exhibit K hereto delivered to the Owner concurrently with the execution of this Agreement.

         With respect to any Mortgage  Loans that are the subject of a Pass-Through  Transfer,  on or before March 1st of each calendar
year  beginning in 2007, the Servicer  shall furnish to the Owner or its designee,  the Master  Servicer and any Depositor a report (an
"Attestation  Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the
Servicer,  as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item  1122(b) of  Regulation  AB, or as otherwise  reasonably
required by the Master Servicer,  which Attestation Report must be made in accordance with standards for attestation  reports issued or
adopted by the Public Company Accounting Oversight Board.

         The Servicer shall cause each Subservicer,  and each Subcontractor  determined by the Servicer pursuant to Section 11.15 to be
"participating  in the  servicing  function"  within the  meaning of Item 1122 of  Regulation  AB, to deliver to the Owner,  the Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Section 6.09.

         If the Servicer  cannot  deliver the related  Assessment of Compliance or  Attestation  Report by March 1st of such year,  the
Owner, at its sole option,  may permit a cure period for the Servicer to deliver such  Assessment of Compliance or Attestation  Report,
but in no event later than March 10th of such year.

         Failure of the Servicer to timely  comply with this Section 6.09 shall be deemed an Event of Default,  automatically,  without
notice and  without  any cure  period,  unless  otherwise  agreed to by the Owner as  described  herein,  and Owner may, in addition to
whatever  rights the Owner may have under  Section 8.01 and at law or equity or to damages,  including  injunctive  relief and specific
performance,  terminate all the rights and  obligations  of the Servicer  under this Agreement and in and to the Mortgage Loans and the
proceeds  thereof  without  compensating  the Servicer for the same, as provided in Section 9.01 (except the Servicer shall be entitled
to any  reimbursements  set forth in the Agreement).  Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement.  This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

         13.      Article VI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
6.08:

         Section 6.10      Intent of the Parties; Reasonableness.

         The Owner and the Servicer  acknowledge  and agree that a purpose of clause (j) of Article III, 5.02,  6.04, 6.09 and 10.02 of
this  Agreement is to facilitate  compliance by the Owner and any Depositor  with the provisions of Regulation AB and related rules and
regulations of the Commission.  None of the Owner,  the Master  Servicer or any Depositor shall exercise its right to request  delivery
of information or other  performance  under these  provisions  other than in good faith, or for purposes other than compliance with the
Securities  Act,  the  Exchange  Act and the rules and  regulations  of the  Commission  thereunder.  The  Servicer  acknowledges  that
interpretations  of the  requirements  of  Regulation AB may change over time,  whether due to  interpretive  guidance  provided by the
Commission or its staff,  consensus among participants in the asset-backed  securities markets,  advice of counsel,  or otherwise,  and
agrees to comply with  reasonable  requests  made by the Owner or any Depositor in good faith for delivery of  information  under these
provisions on the basis of evolving  interpretations  of Regulation  AB. In connection  with any  Pass-Through  Transfer,  the Servicer
shall cooperate fully with the Owner to deliver to the Owner  (including any of its assignees or designees) and any Depositor,  any and
all statements,  reports,  certifications,  records and any other information necessary in the good faith determination of the Owner or
any Depositor to permit the Owner or such  Depositor to reasonably  comply with the  provisions  of Regulation  AB,  together with such
disclosures  relating to the Servicer,  any Subservicer  and the Mortgage  Loans,  or the servicing of the Mortgage  Loans,  reasonably
believed by the Owner or any Depositor to be necessary in order to effect such compliance.

         14.      Article IX of the Agreement is hereby  amended  effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following:

         then,  and in each and every such case, so long as an Event of Default shall not have been remedied,  the Owner,  by notice in
writing to the Servicer (or as otherwise stated herein,  in which case,  automatically and without notice) may, in addition to whatever
rights  the  Owner  may have  under  Section  8.01 and at law or  equity  or to  damages,  including  injunctive  relief  and  specific
performance,  terminate all the rights and  obligations  of the Servicer (and if the Servicer is servicing any of the Mortgage Loans in
a Pass-Through  Transfer,  appoint a successor servicer  reasonably  acceptable to the Master Servicer for such Pass-Through  Transfer)
under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same.

         15.      Article IX of the Agreement is hereby  amended  effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:

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

         16.      Article X of the  Agreement  is hereby  amended  effective as of the date hereof by  restating  Section  10.02 in its
entirety as follows:

         Section 10.02.    Cooperation of Servicer with a Reconstitution.

         The  Servicer  and the Owner agree that with respect to some or all of the  Mortgage  Loans,  on or after the related  Closing
Date,  on one or more  dates  (each a  "Reconstitution  Date")  at the Owner 's sole  option,  the Owner  may  effect a sale  (each,  a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.

         With  respect to each Whole Loan  Transfer or  Pass-Through  Transfer,  as the case may be,  effected by the Owner,  Owner (i)
shall reimburse  Servicer for all reasonable  out-of-pocket  third party costs and expenses related thereto and (ii) shall pay Servicer
a reasonable  amount  representing  time and effort expended by Servicer related thereto (which amount shall be reasonably  agreed upon
by Servicer and Owner prior to the expenditure of such time and effort);  provided,  however,  that for each Whole Loan Transfer and/or
Pass-Through  Transfer,  the sum of such amounts  described in  subsections  (i) and (ii) above shall in no event  exceed  $5,000.  For
purposes of this paragraph,  all Whole Loan Transfers and/or Pass-Through  Transfers made to the same entity within the same accounting
cycle shall be considered one Whole Loan Transfer or Pass-Through Transfer.

         The  Servicer  agrees to execute in  connection  with any  agreements  among the Owner,  the  Servicer,  and any  servicer  in
connection  with a Whole Loan Transfer,  an assignment,  assumption  and  recognition  agreement,  or, at Owner's  request,  a seller's
warranties and servicing  agreement or a participation and servicing  agreement or similar  agreement in form and substance  reasonably
acceptable to the parties,  and in connection  with a Pass-Through  Transfer,  a pooling and servicing  agreement in form and substance
reasonably  acceptable  to  the  parties,  (collectively  the  agreements  referred  to  herein  are  designated,  the  "Reconstitution
Agreements").  It is  understood  that any such  Reconstitution  Agreements  will not contain any  greater  obligations  on the part of
Servicer than are contained in this  Agreement.  Notwithstanding  anything to the contrary in this Section 10.02,  the Servicer  agrees
that it is required to perform the obligations described in Exhibit H hereto.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the Owner,  the Servicer agrees (1)
to  reasonably  cooperate  with the Owner and any  prospective  purchaser  with respect to all  reasonable  requests and due  diligence
procedures;  (2) to execute,  deliver and perform all Reconstitution  Agreements  required by the Owner,  provided the Servicer had the
ability to negotiate  such  Reconstitution  Agreements in good faith;  (3) to restate the  representations  and warranties set forth in
this Agreement as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date").

         In addition,  the Servicer shall provide to such servicer or issuer,  as the case may be, and any other  participants  in such
Reconstitution:

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

         (ii)     such additional representations,  warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public  officials  or  officers of the  Servicer  as are  reasonably  agreed  upon by the  Servicer  and the Owner or any such other
participant;

         (iii)    within 5 Business  Days after  request by the Owner,  the  information  with respect to the Servicer (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit J for  convenience  of reference  only, as determined by Owner in its sole  commercially  reasonable  discretion.  In the event
that the Servicer has  delegated any  servicing  responsibilities  with respect to the Mortgage  Loans to a  Subservicer,  the Servicer
shall provide the information required pursuant to this clause with respect to the Subservicer;

         (iv)     within 5 Business Days after request by the Owner,

                  (a)  information  regarding  any legal  proceedings  pending (or known to be  contemplated)  against the Servicer (as
         servicer) and each  Subservicer  as required by Item 1117 of Regulation AB, a summary of the  requirements  of which as of the
         date  hereof  is  attached  hereto as  Exhibit  J for  convenience  of  reference  only,  as  determined  by Owner in its sole
         commercially reasonable discretion,

                  (b) information  regarding  affiliations  with respect to the Servicer (as servicer) and each Subservicer as required
         by Item 1119(a) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as Exhibit
         J for convenience of reference only, as determined by Owner in its sole commercially reasonable discretion, and

                  (c)  information  regarding  relationships  and  transactions  with respect to the Servicer  (as  servicer)  and each
         Subservicer  as  required by Item  1119(b) and (c) of  Regulation  AB, a summary of the  requirements  of which as of the date
         hereof is attached  hereto as Exhibit J for  convenience  of reference  only, as determined by Owner in its sole  commercially
         reasonable discretion; and

         (v) for the purpose of satisfying the reporting  obligation  under the Exchange Act with respect to any class of  asset-backed
securities,  the Servicer shall (or shall cause each  Subservicer  to) (i) provide prompt notice to the Owner,  the Master Servicer and
any Depositor in writing of (A) any material  litigation or  governmental  proceedings  involving the Servicer or any  Subservicer of a
type  contemplated by Item 1117 of Regulation AB, (B) any  affiliations or relationships  that develop  following the closing date of a
Pass-Through  Transfer between the Servicer or any Subservicer and any of the parties  specified in clause (D) of paragraph (a) of this
Section (and any other parties  identified in writing by the  requesting  party) with respect to such  Pass-Through  Transfer of a type
contemplated  by Item  1119 of  Regulation  AB,  (C) any Event of  Default  under the  terms of this  Agreement  or any  Reconstitution
Agreement,  (D) any merger,  consolidation  or sale of  substantially  all of the assets of the Servicer,  and (E) the Servicer's entry
into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer's  material  obligations under this
Agreement or any  Reconstitution  Agreement  related  thereto and (ii)  provide to the Owner and any  Depositor a  description  of such
proceedings, affiliations or relationships;

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

         (vii) in addition to such  information as the Servicer,  as servicer,  is obligated to provide pursuant to other provisions of
this  Agreement,  not later than ten days prior to the  deadline for the filing of any  distribution  report on Form 10-D in respect of
any  Pass-Through  Transfer that includes any of the Mortgage Loans serviced by the Servicer or any  Subservicer,  the Servicer or such
Subservicer, as applicable,  shall, to the extent the Servicer or such Subservicer has knowledge,  provide to the party responsible for
filing such report (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along with
all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on Form
10-D (as specified in the provisions of Regulation AB referenced below):

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

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

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

         (viii) the Servicer shall provide to the Owner,  the Master  Servicer and any Depositor upon reasonable  request,  evidence of
the  authorization  of the person  signing any  certification  or statement,  copies or other  evidence of Fidelity Bond  Insurance and
Errors and Omission  Insurance policy,  financial  information and reports,  and such other information  related to the Servicer or any
Subservicer or the Servicer or such Subservicer's performance hereunder.

         In the event of a conflict or  inconsistency  between the terms of Exhibit J and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

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

         (i)(A)  any  untrue  statement  of a  material  fact  contained  or alleged  to be  contained  in any  written  or  electronic
information,  report,  certification,  data,  accountants'  letter or other written or electronic  material provided under this Section
10.02 by or on behalf of the  Servicer,  or provided  under this  Section  10.02 by or on behalf of any  Subservicer  or  Subcontractor
(collectively,  the "Servicer  Information"),  or (B) the omission or alleged omission to state in the Servicer  Information a material
fact  required to be stated in the  Servicer  Information  or necessary in order to make the  statements  therein,  in the light of the
circumstances under which they were made, not misleading;  provided,  by way of clarification,  that clause (B) of this paragraph shall
be construed solely by reference to the Servicer  Information and not to any other  information  communicated in connection with a sale
or purchase of securities,  without regard to whether the Servicer  Information  or any portion  thereof is presented  together with or
separately from such other information;

         (ii) any breach by the  Servicer of its  obligations  under this  Section  10.02,  including  particularly  any failure by the
Servicer,  any  Subservicer or any  Subcontractor  to deliver any  information,  report,  certification,  accountants'  letter or other
material when and as required  under this Section  10.02,  including any failure by the Servicer to identify  pursuant to Section 11.15
any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB;

         (iii) any breach by the Servicer of a representation or warranty set forth in Article III or in a writing  furnished  pursuant
to clause (k) of Article III and made as of a date prior to the closing date of the related Pass-Through  Transfer,  to the extent that
such breach is not cured by such closing date,  or any breach by the Servicer of a  representation  or warranty in a writing  furnished
pursuant to clause (k) of Article III to the extent made as of a date subsequent to such closing date; or

                           (iv)     the negligence bad faith or willful  misconduct of the Servicer in connection  with its performance
under this Section 10.02.

                  If the  indemnification  provided for herein is unavailable or insufficient,  as the result of a court of law holding
such  indemnification  void on the basis of public policy,  to hold harmless an  Indemnified  Party,  then the Servicer  agrees that it
shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,  losses,  damages or liabilities
incurred by such  Indemnified  Party in such  proportion as is appropriate to reflect the relative fault of such  Indemnified  Party on
the one hand and the Servicer on the other.

                  In the case of any failure of performance  described  above,  the Servicer shall  promptly  reimburse the Owner,  any
Depositor,  as applicable,  and each Person  responsible  for the  preparation,  execution or filing of any report required to be filed
with the Commission  with respect to such  Pass-Through  Transfer,  or for execution of a  certification  pursuant to Rule 13a-14(d) or
Rule  15d-14(d)  under the Exchange Act with respect to such  Pass-Through  Transfer,  for all costs  reasonably  incurred by each such
party in order to obtain the information,  report,  certification,  accountants'  letter or other material not delivered as required by
the Servicer, any Subservicer or any Subcontractor.

                  This  indemnification  shall  survive the  termination  of this  Agreement  or the  termination  of any party to this
Agreement.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this Agreement, and with respect thereto this Agreement shall remain in full force and effect.

         17.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
11.15:

         Section 11.15. Use of Subservicers and Subcontractors.

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

         (b)      The Servicer shall cause any Subservicer  used by the Servicer (or by any  Subservicer)  for the benefit of the Owner
and any Depositor to comply with the  provisions of this Section and with clauses (j) and (m) of Article III,  6.04,  6.09 and 10.02 of
this  Agreement to the same extent as if such  Subservicer  were the Servicer  with respect to the Mortgage  Loans  subserviced  by the
Subservicer,  and to provide  the  information  required  with  respect to such  Subservicer  under  clause (l) of Article  III of this
Agreement;  provided,  however, that the Servicer is responsible for providing that information if the Subservicer does not deliver any
Annual Statement of Compliance,  Assessment of Compliance or Attestation  Report.  The Servicer shall be responsible for obtaining from
each Subservicer and delivering to the Owner,  the Master Servicer and any Depositor any Annual Statement of Compliance  required to be
delivered by such Subservicer  under Section 6.04(a),  any Assessment of Compliance and Attestation  Report required to be delivered by
such Subservicer under Section 6.09 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.

         (c)      The Servicer  shall  promptly  upon request  provide to the Owner,  the Master  Servicer  and any  Depositor  (or any
designee of the Depositor,  such as an  administrator)  a written  description (in form and substance  satisfactory  to the Owner,  the
Master  Servicer and such  Depositor)  of the role and  function of each  Subcontractor  utilized by the  Servicer or any  Subservicer,
specifying  (i) the  identity  of each  such  Subcontractor,  (ii)  which (if any) of such  Subcontractors  are  "participating  in the
servicing  function"  within the meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the meaning of Item 1122 of  Regulation  AB, the  Servicer  shall cause any such  Subcontractor  used by the Servicer (or by any
Subservicer)  for the  benefit  of the Owner and any  Depositor  to  comply  with the  provisions  of  Sections  6.09 and 10.02 of this
Agreement  to the same  extent  as if such  Subcontractor  were  the  Servicer  with  respect  to the  Mortgage  Loans  for  which  the
Subcontractor  is  participating  in the servicing  function;  provided,  however,  that the Servicer is responsible  for providing the
information  if the  Subcontractor  does not deliver any  Assessment  of  Compliance  or  Attestation  Report.  The  Servicer  shall be
responsible  for obtaining  from each  Subcontractor  and  delivering to the Owner and any Depositor any  Assessment of Compliance  and
Attestation Report and the other certificates  required to be delivered by such Subservicer and such Subcontractor  under Section 6.09,
in each case as and when required to be delivered.

         18.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
11.16:

         Section 11.16. Third-Party Beneficiary.

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

         19.      The  Agreement is hereby  amended as of the date hereof by deleting  Exhibit E in its entirety and  replacing it with
the following:

                                                                   EXHIBIT E

                                                       REPORTING DATA FOR MONTHLY REPORT

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


         20.      The  Agreement is hereby  amended as of the date hereof by deleting  Exhibit F in its entirety and  replacing it with
the following:

                                                               EXHIBIT F

                                                  REPORTING DATA FOR DEFAULTED LOANS

                                               Standard File Layout – Delinquency Reporting

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


Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

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

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

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



Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

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



         21.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit G:




                                                                   EXHIBIT G

                                                         FORM OF SERVICER CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  SERVICER]  (the  "Company"),  certify  to [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

                  I have reviewed the servicer compliance  statement of the Company provided in accordance with Item 1123 of Regulation
         AB (the "Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing criteria set forth
         in Item  1122(d) of  Regulation  AB (the  "Servicing  Criteria"),  provided in  accordance  with Rules 13a-18 and 15d-18 under
         Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and  Item  1122 of  Regulation  AB  (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered by the Company to the [Depositor] [Master Servicer] [Securities  Administrator]  [Trustee] pursuant to the Agreement
         (collectively, the "Company Servicing Information");

                  Based on my knowledge, the Company Servicing Information,  taken as a whole, does not contain any untrue statement of
         a material  fact or omit to state a material fact  necessary to make the  statements  made, in the light of the  circumstances
         under which such  statements  were made,  not misleading  with respect to the period of time covered by the Company  Servicing
         Information;

                  Based on my  knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the
         Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

                  I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and based on
         my knowledge  and the  compliance  review  conducted  in preparing  the  Compliance  Statement  and except as disclosed in the
         Compliance  Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under
         the Agreement in all material respects; and

The  Compliance  Statement  required to be  delivered by the Company  pursuant to this  Agreement,  and the  Servicing  Assessment  and
Attestation  Report  required to be provided by the Company and by any Subservicer and  Subcontractor  pursuant to the Agreement,  have
been  provided to the  [Depositor]  [Master  Servicer].  Any material  instances of  noncompliance  described in such reports have been
disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.

         22.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit H:




                                                                   EXHIBIT H

                                                      SERVICER'S OBLIGATIONS IN CONNECTION
                                                             WITH A RECONSTITUTION

o        The Servicer shall (i) possess the ability to service to  securitization  documents;  (ii) service on a  "Scheduled/Scheduled"
         reporting basis (advancing through the liquidation of an REO Property),  (iii) make compensating  interest payments on payoffs
         and  curtailments  and (iv) remit and report to a master  servicer in format  acceptable  to such master  servicer by the 10th
         calendar day of each month.

o        The Servicer shall provide an acceptable annual certification  (officer's  certificate) to the master servicer (as required by
         the Sarbanes-Oxley Act of 2002) as well as any other annual certifications  required under the securitization  documents (i.e.
         the annual statement as to compliance/annual  independent  certified public accountants'  servicing report due by March 1st of
         each year).

o        The Servicer shall allow for the Owner,  the master  servicer or their designee to perform a review of audited  financials and
         net worth of the Servicer.

o        The Servicer shall provide  information on each Custodial  Account as requested by the master servicer or the Owner,  and each
         Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.

o        The Servicer shall maintain its servicing system in accordance with the requirements of the master servicer.

         23.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit I:




                                                               EXHIBIT I

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

NOTE: This Exhibit I is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit I and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1122(d)

(i)      General servicing considerations.

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

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

        (C)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

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

(ii)     Cash collection and administration.

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

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

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

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

        (E)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

        (F)      Unissued checks are safeguarded so as to prevent unauthorized access.

        (G)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(iii)    Investor remittances and reporting.

        (A)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

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

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

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

(iv)     Mortgage Loan administration.

        (A)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

        (B)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

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

        (D)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

        (E)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

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

        (G)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

        (H)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

        (I)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

        (J)      Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
(C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

        (K)      Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

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

        (M)      Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

        (N)      Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

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

         24.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit J:




                                                               EXHIBIT J

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

NOTE: This Exhibit J is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit J and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -a description of the Servicer's form of organization;

         -a  description  of how long the  Servicer  has been  servicing  residential  mortgage  loans;  a  general  discussion  of the
Servicer's  experience in servicing  assets of any type as well as a more  detailed  discussion of the  Servicer's  experience  in, and
procedures for the servicing function it will perform under this Agreement and any  Reconstitution  Agreements;  information  regarding
the size,  composition  and  growth of the  Servicer's  portfolio  of  mortgage  loans of the type  similar to the  Mortgage  Loans and
information  on factors  related to the  Servicer  that may be material to any analysis of the  servicing of the Mortgage  Loans or the
related  asset-backed  securities,  as applicable,  including whether any default or servicing related performance trigger has occurred
as to any other  securitization  due to any act or failure to act of the Servicer,  whether any material  noncompliance with applicable
servicing  criteria as to any other  securitization  has been disclosed or reported by the Servicer,  and the extent of outsourcing the
Servicer uses;

         -a description  of any material  changes to the  Servicer's  policies or procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Servicer's  financial condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Servicer's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and interest  advances  made by the  Servicer on the  Mortgage  Loans and the
Servicer's overall servicing portfolio for the past three years; and
         -the Servicer's process for handling delinquencies,  losses,  bankruptcies and recoveries,  such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1117

         -describe any legal proceedings  pending against the Servicer or against any of its property,  including any proceedings known
to be  contemplated  by  governmental  authorities,  that may be material to the holders of the securities  issued in the  Pass-Through
Transfer.


Item 1119(a)

         -describe  any  affiliations  of the  Servicer,  each other  originator of the Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Pass-Through Transfer.


Item 1119(b)

         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the  Pass-Through  Transfer,  between the Servicer,  each other  originator of the Mortgage Loans and each  Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Pass-Through Transfer.

Item 1119(c)

         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
Mortgage  Loans or the  Pass-Through  Transfer,  including  the material  terms and  approximate  dollar amount  involved,  between the
Servicer, each other originator of the Mortgage Loans and each Subservicer,  or their respective affiliates and the sponsor,  depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.

         25.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:




                                                               EXHIBIT K

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

--------------------------------------------------------------------------------------------- -----------------------
                                     Servicing Criteria                                        Applicable Servicing
                                                                                                     Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures are instituted to monitor any performance               X
                        or other triggers and events of default in accordance with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If any material servicing activities are outsourced to third                    X
                        parties, policies and procedures are instituted to monitor the
                        third party's performance and compliance with such servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any requirements in the transaction agreements to maintain a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions policy is in effect on the             X
                        party participating in the servicing function throughout the
                        reporting period in the amount of coverage required by and
                        otherwise in accordance with the terms of the transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments on mortgage loans are deposited into the appropriate                   X
                        custodial bank accounts and related bank clearing accounts no more
                        than two business days following receipt, or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements made via wire transfer on behalf of an obligor or to              X
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees regarding collections, cash flows               X
                        or distributions, and any interest or other fees charged for such
                        advances, are made, reviewed and approved as specified in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The related accounts for the transaction, such as cash reserve
                        accounts or accounts established as a form of
                        overcollateralization, are separately maintained (e.g., with                    X
                        respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each custodial account is maintained at a federally insured                     X
                        depository institution as set forth in the transaction agreements.
                        For purposes of this criterion, "federally insured depository
                        institution" with respect to a foreign financial institution means
                        a foreign financial institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent unauthorized                   X
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations are prepared on a monthly basis for all                        X
                        asset-backed securities related bank accounts, including custodial
                        accounts and related bank clearing accounts. These reconciliations
                        are (A) mathematically accurate; (B) prepared within 30 calendar
                        days after the bank statement cutoff date, or such other number of
                        days specified in the transaction agreements; (C) reviewed and
                        approved by someone other than the person who prepared the
                        reconciliation; and (D) contain explanations for reconciling items.
                        These reconciling items are resolved within 90 calendar days of
                        their original identification, or such other number of days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports to investors, including those to be filed with the                      X
                        Commission, are maintained in accordance with the transaction
                        agreements and applicable Commission requirements. Specifically,
                        such reports (A) are prepared in accordance with timeframes and
                        other terms set forth in the transaction agreements; (B) provide
                        information calculated in accordance with the terms specified in
                        the transaction agreements; (C) are filed with the Commission as
                        required by its rules and regulations; and (D) agree with
                        investors' or the trustee's records as to the total unpaid
                        principal balance and number of mortgage loans serviced by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors are allocated and remitted in accordance               X
                        with timeframes, distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements made to an investor are posted within two business
                        days to the Servicer's investor records, or such other number of                X
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts remitted to investors per the investor reports agree with
                        cancelled checks, or other form of payment, or custodial bank                   X
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------
                                             Pool Asset Administration
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage loans is maintained as required             X
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related documents are safeguarded as required by              X
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any additions, removals or substitutions to the asset pool are                  X
                        made, reviewed and approved in accordance with any conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments on mortgage loans, including any payoffs, made in                      X
                        accordance with the related mortgage loan documents are posted to
                        the Servicer's obligor records maintained no more than two business
                        days after receipt, or such other number of days specified in the
                        transaction agreements, and allocated to principal, interest or
                        other items (e.g., escrow) in accordance with the related mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's records regarding the mortgage loans agree with the              X
                        Servicer's records with respect to an obligor's unpaid principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes with respect to the terms or status of an obligor's                     X
                        mortgage loans (e.g., loan modifications or re-agings) are made,
                        reviewed and approved by authorized personnel in accordance with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss mitigation or recovery actions (e.g., forbearance plans,                   X
                        modifications and deeds in lieu of foreclosure, foreclosures and
                        repossessions, as applicable) are initiated, conducted and
                        concluded in accordance with the timeframes or other requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records documenting collection efforts are maintained during the                X
                        period a mortgage loan is delinquent in accordance with the
                        transaction agreements. Such records are maintained on at least a
                        monthly basis, or such other period specified in the transaction
                        agreements, and describe the entity's activities in monitoring
                        delinquent mortgage loans including, for example, phone calls,
                        letters and payment rescheduling plans in cases where delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments to interest rates or rates of return for mortgage loans             X
                        with variable rates are computed based on the related mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding any funds held in trust for an obligor (such as escrow                X
                        accounts): (A) such funds are analyzed, in accordance with the
                        obligor's mortgage loan documents, on at least an annual basis, or
                        such other period specified in the transaction agreements; (B)
                        interest on such funds is paid, or credited, to obligors in
                        accordance with applicable mortgage loan documents and state laws;
                        and (C) such funds are returned to the obligor within 30 calendar
                        days of full repayment of the related mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments made on behalf of an obligor (such as tax or insurance                 X
                        payments) are made on or before the related penalty or expiration
                        dates, as indicated on the appropriate bills or notices for such
                        payments, provided that such support has been received by the
                        servicer at least 30 calendar days prior to these dates, or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late payment penalties in connection with any payment to be                 X
                        made on behalf of an obligor are paid from the servicer's funds and
                        not charged to the obligor, unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements made on behalf of an obligor are posted within two
                        business days to the obligor's records maintained by the servicer,
                        or such other number of days specified in the transaction                       X
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies, charge-offs and uncollectible accounts are                      X
                        recognized and recorded in accordance with the transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any external enhancement or other support, identified in Item
                        1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)          as set forth in the transaction agreements.
-----------------------                                                                       -----------------------
----------------------- --------------------------------------------------------------------- -----------------------



                                                     [NAME OF SERVICER] [NAME OF SUBSERVICER]


                                                     Date:    _________________________



                                                     By:      _________________________
                                                     Name:
                                                     Title:


                  26.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:




                                                                   EXHIBIT L

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE:  Do not net or combine items.  Show all expenses individually and all credits as separate line items.  Claim packages
         are due on the remittance report date.  Late submissions may result in claims not being passed until the following month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


                  The numbers on the 332 form correspond with the numbers listed below.

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

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

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

         4-12.    Complete as applicable.  Required documentation:

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

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

                   *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

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

                  *  REO repairs > $1500 require explanation

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

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

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         Credits:

         14-21.   Complete as applicable.  Required documentation:

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

                     Letter of Proceeds Breakdown.

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

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

         22.      The total of lines 14 through 21.

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

         Total Realized Loss (or Amount of Any Gain)
         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________


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


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

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale              3rd Party Sale           Short Sale        Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $________________(1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              _________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                                $_______________(13)
         Credits:
         (14) Escrow Balance                                                    $_______________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________ (19)
         (20) Proceeds from Sale of Acquired Property                           ________________ (20)
         (21) Other (itemize)                                                   ________________ (21)
              _________________________________________                         ________________ (21)

              Total Credits                                                     $________________(22)
         Total Realized Loss (or Amount of Gain)                                $________________(23)


Escrow Disbursement Detail


------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

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

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

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

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

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

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

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

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



         27.      Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.

         28.      This  Amendment may be executed by one or more of the parties  hereto on any number of separate  counterparts  and of
said counterparts taken together shall be deemed to constitute one and the same instrument.

                                                       [SIGNATURE PAGES FOLLOW]




         IN WITNESS WHEREOF,  the following parties have caused their names to be signed hereto by their respective  officers thereunto
duly authorized as of the day and year first above written.
                                                              EMC MORTGAGE CORPORATION,
                                                                       as Owner

                                                              By:________________________________________
                                                              Name:
                                                              Title:


                                                              EVERHOME MORTGAGE COMPANY (F/K/A ALLIANCE MORTGAGE COMPANY),
                                                                       as Servicer

                                                              By:________________________________________
                                                              Name:
                                                              Title:




                                                                                                                            EXHIBIT H-4



                                                       EMC MORTGAGE CORPORATION
                                                              Purchaser,

                                                FIRST TENNESSEE MORTGAGE SERVICES, INC.
                                                               Servicer,

                                                  FIRST HORIZON HOME LOAN CORPORATION

                                                                Seller,

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                                                     Dated as of September 1, 2003





                                              (Fixed and Adjustable Rate Mortgage Loans)




                                                           TABLE OF CONTENTS

                                                               ARTICLE I


Section 1.01     Defined Terms............................................................................2

                                                              ARTICLE II

Section 2.01     Agreement to Purchase....................................................................14
Section 2.02     Purchase Price...........................................................................15
Section 2.03     Servicing of Mortgage Loans..............................................................15
Section 2.04     Record Title and Possession of Mortgage Files;
                         Maintenance of Servicing Files...................................................15
Section 2.05     Books and Records........................................................................16
Section 2.06     Transfer of Mortgage Loans...............................................................17
Section 2.07     Delivery of Mortgage Loan Documents......................................................17
Section 2.08     Quality Control Procedures...............................................................19
Section 2.09     Near-term Principal Prepayments; Near Term Payment Defaults..............................19
Section 2.10     Modification of Obligations                                        19

                                                              ARTICLE III

Section 3.01     Representations and Warranties of the Company............................................21
Section 3.02     Representations and Warranties as to
                         Individual Mortgage Loans........................................................24
Section 3.03     Repurchase; Substitution.................................................................33
Section 3.04     Representations and Warranties of the Purchaser..........................................35

                                                              ARTICLE IV

Section 4.01     Company to Act as Servicer...............................................................36
Section 4.02     Collection of Mortgage Loan Payments.....................................................39
Section 4.03     Realization Upon Defaulted Mortgage Loans................................................40
Section 4.04     Establishment of Custodial Accounts;
                         Deposits in Custodial Accounts...................................................41
Section 4.05     Permitted Withdrawals from the
                         Custodial Account................................................................42
Section 4.06     Establishment of Escrow Accounts;
                         Deposits in Escrow Accounts......................................................43
Section 4.07     Permitted Withdrawals From Escrow Account................................................44
Section 4.08     Payment of Taxes, Insurance and Other
                         Charges; Maintenance of Primary Mortgage
                          Insurance Policies; Collections Thereunder......................................45
Section 4.09     Transfer of Accounts.....................................................................46
Section 4.10     Maintenance of Hazard Insurance..........................................................46
Section 4.11     Maintenance of Mortgage Impairment
                         Insurance Policy.................................................................47
Section 4.12     Fidelity Bond, Errors and Omissions
                        Insurance.........................................................................48
Section 4.13    Title, Management and Disposition of REO  Property........................................48
Section 4.14     Notification of Maturity Date............................................................50

                                                               ARTICLE V

Section 5.01     Distributions............................................................................50
Section 5.02     Statements to the Purchaser..............................................................51
Section 5.03     Monthly Advances by the Company..........................................................53
Section 5.04     Liquidation Reports......................................................................53

                                                              ARTICLE VI

Section 6.01     Assumption Agreements....................................................................53
Section 6.02     Satisfaction of Mortgages and Release
                         of Mortgage Files................................................................54
Section 6.03     Servicing Compensation...................................................................55
Section 6.04     Annual Statement as to Compliance........................................................56
Section 6.05     Annual Independent Certified Public
                         Accountants' Servicing Report....................................................56
Section 6.06     Purchaser's Right to Examine Company Records.............................................56

                                                              ARTICLE VII

Section 7.01      Company Shall Provide Information as Reasonably
                          Required........................................................................57

                                                             ARTICLE VIII

Section 8.01     Indemnification; Third Party Claims......................................................58
Section 8.02     Merger or Consolidation of the Company...................................................58
Section 8.03     Limitation on Liability of the Company and Others........................................59
Section 8.04     Company Not to Assign or Resign..........................................................59
Section 8.05     No Transfer of Servicing.................................................................59

                                                              ARTICLE IX

Section 9.01     Events of Default........................................................................61
Section 9.02     Waiver of Defaults.......................................................................62

                                                               ARTICLE X

Section 10.01     Termination.............................................................................62
Section 10.02     Termination without cause...............................................................63

                                                              ARTICLE XI

Section 11.01     Successor to the Company................................................................63
Section 11.02     Amendment...............................................................................64
Section 11.03     Recordation of Agreement................................................................65
Section 11.04     Governing Law...........................................................................65
Section 11.05     Notices.................................................................................65
Section 11.06     Severability of Provisions..............................................................66
Section 11.07     Exhibits................................................................................66
Section 11.08     General Interpretive Principles.........................................................66
Section 11.09     Reproduction of Documents...............................................................67
Section 11.10     Confidentiality of Information..........................................................67
Section 11.11     Recordation of Assignment of Mortgage...................................................67
Section 11.12     Assignment by Purchaser.................................................................68
Section 11.13     No Partnership..........................................................................68
Section 11.14     Execution: Successors and Assigns.......................................................68
Section 11.15     Entire Agreement........................................................................68
Section 11.16     No Solicitation.........................................................................68
Section 11.17     Closing.................................................................................69
Section 11.18     Cooperation of Company with Reconstitution..............................................70

EXHIBITS
   A                   Contents of Mortgage File
   B                   Custodial Account Letter Agreement
   C                   Escrow Account Letter Agreement
   D                   Form of Assignment, Assumption and Recognition Agreement
   E                   Form of Trial Balance
   F                   [reserved]
   G                   Request for Release of Documents and Receipt
   H                   Company's Underwriting Guidelines
   I                   Form of Term Sheet




         This is a Purchase,  Warranties  and  Servicing  Agreement,  dated as of September 1, 2003 and is executed  among EMC MORTGAGE
CORPORATION,  as Purchaser,  with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive,  Suite 200, Irving,  Texas 75038 (the
"Purchaser"),  FIRST TENNESSEE MORTGAGE SERVICES,  INC., as servicer (the "Servicer") with offices located at 4000 Horizon Way, Irving,
Texas 75063 and FIRST HORIZON HOME LOAN CORPORATION,  as seller (the "Seller") with offices located at 4000 Horizon Way, Irving,  Texas
75063 (the Servicer and the Seller together referred to as the "Company").

                                                         W I T N E S S E T H :

         WHEREAS,  the Purchaser has heretofore  agreed to purchase from the Company and the Company has  heretofore  agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;

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

         WHEREAS,  the Purchaser and the Company wish to prescribe the  representations  and  warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;

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


                                                               ARTICLE I

                                                              DEFINITIONS

         Section 1.01  Defined Terms.

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

         Accepted Servicing  Practices:  With respect to any Mortgage Loan, those mortgage servicing  practices  (including  collection
procedures)  of prudent  mortgage  banking  institutions  which  service  mortgage  loans of the same type as such Mortgage Loan in the
jurisdiction  where the related  Mortgaged  Property is located,  and which are in accordance  with Fannie Mae servicing  practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.

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

         Agreement:  This  Purchase,  Warranties  and  Servicing  Agreement  including  all  exhibits  hereto,  amendments  hereof  and
supplements hereto.

         Appraised  Value:  With respect to any  Mortgaged  Property,  the value  thereof as  determined  by an appraisal  made for the
originator  of the Mortgage  Loan at the time of  origination  of the Mortgage  Loan by an appraiser  who met the  requirements  of the
Company and Fannie Mae.

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

         BIF:  The Bank Insurance Fund, or any successor thereto.

         Business  Day:  Any day other  than:  (i) a Saturday or Sunday,  or (ii) a legal  holiday in the State of New York or State of
Texas,  or (iii) a day on which banks in the State of New York or State of Texas are authorized or obligated by law or executive  order
to be closed.

         Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

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

         Company:          Reference to the Seller and Servicer.

         Company's  Officer's  Certificate:  A  certificate  signed by the  Chairman of the Board,  President,  any Vice  President  or
Treasurer  of  Company  stating  the date by which  Company  expects to receive  any  missing  documents  sent for  recording  from the
applicable recording office.

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

         Confirmation:  The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.

         Co-op Lease:  With respect to a Co-op Loan,  the lease with respect to a dwelling  unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.

         Co-op  Loan:  A Mortgage  Loan  secured by the pledge of stock  allocated  to a  dwelling  unit in a  residential  cooperative
housing corporation and a collateral assignment of the related Co-op Lease.

         Current Appraised Value:   With respect to any Mortgaged  Property,  the value thereof as determined by an appraisal  made for
the Company (by an appraiser who met the  requirements  of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of
canceling a Primary  Mortgage  Insurance  Policy in accordance with federal,  state and local laws and regulations or otherwise made at
the request of the Company or Mortgagor.

         Current LTV:      The  ratio of the  Stated  Principal  Balance  of a  Mortgage  Loan to the  Current  Appraised  Value of the
Mortgaged Property.

         Custodial  Account:  Each separate demand account or accounts  created and maintained  pursuant to Section 4.04 which shall be
entitled  "[_____________________],  in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in
an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

         Custodian:  With respect to any Mortgage  Loan,  the entity stated on the related Term Sheet,  and its successors and assigns,
as custodian for the Purchaser.

         Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

         Determination  Date:  The 15th day (or if such 15th day is not a Business  Day, the Business Day  immediately  preceding  such
15th day) of the month of the related Remittance Date.

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

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

         Eligible Account:  An account established and maintained:  (i) within FDIC insured accounts created,  maintained and monitored
by the Company so that all funds deposited  therein are fully insured,  or (ii) as a trust account with the corporate trust  department
of a  depository  institution  or trust  company  organized  under the laws of the  United  States of  America or any one of the states
thereof or the District of Columbia which is not  affiliated  with the Company (or any  sub-servicer)  or (iii) with an entity which is
an institution  whose deposits are insured by the FDIC, the unsecured and  uncollateralized  long-term debt  obligations of which shall
be rated "A2" or higher by  Standard & Poor's and "A" or higher by Fitch,  Inc.  or one of the two  highest  short-term  ratings by any
applicable Rating Agency, and which is either (a) a federal savings  association duly organized,  validly existing and in good standing
under the federal banking laws, (b) an institution duly organized,  validly existing and in good standing under the applicable  banking
laws of any state, (c) a national banking  association under the federal banking laws, or (d) a principal  subsidiary of a bank holding
company,  or (iv) if ownership of the Mortgage Loans is evidenced by  mortgaged-backed  securities,  the equivalent required ratings of
each Rating  Agency,  and held such that the rights of the  Purchaser  and the owner of the  Mortgage  Loans  shall be fully  protected
against the claims of any creditors of the Company (or any  sub-servicer)  and of any creditors or  depositors  of the  institution  in
which such account is maintained or (v) in a separate  non-trust  account without FDIC or other  insurance in an Eligible  Institution.
In the event that a Custodial  Account is  established  pursuant to clause (iii),  (iv) or (v) of the preceding  sentence,  the Company
shall provide the Purchaser  with written notice on the Business Day following the date on which the  applicable  institution  fails to
meet the applicable ratings requirements.

         Eligible Institution:      An institution  having (i) the highest short-term debt rating, and one of the two highest long-term
debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account,  an unsecured  long-term debt rating of at least one
of the two highest unsecured long-term debt ratings of each Rating Agency.

         Equity  Take-Out  Refinanced  Mortgage  Loan:  A  Refinanced  Mortgage  Loan the  proceeds  of  which  were in  excess  of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).

         Escrow  Account:  Each  separate  trust  account or accounts  created and  maintained  pursuant to Section 4.06 which shall be
entitled  "[__________________],  in trust for the [Purchaser],  Owner of Adjustable Rate Mortgage Loans,  and various  Mortgagors" and
shall be established in an Eligible  Account,  in the name of the Person that is the "Purchaser"  with respect to the related  Mortgage
Loans.

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

         Event of Default:  Any one of the conditions or circumstances enumerated in Section 9.01.

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

         Fannie Mae  Guide(s):  The Fannie  Mae  Selling  Guide and the Fannie Mae  Servicing  Guide and all  amendments  or  additions
thereto.

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

         FHLMC:  The Federal Home Loan Mortgage Corporation, or any successor thereto.

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

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

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

         First  Remittance  Date:  With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.

         GAAP:  Generally accepted accounting principles, consistently applied.

         HUD:  The United States Department of Housing and Urban Development or any successor thereto.

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

         Initial Rate Cap: As to each  adjustable  rate  Mortgage  Loan,  where  applicable,  the  maximum  increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.

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

         Lifetime  Rate Cap: As to each  adjustable  rate  Mortgage  Loan,  the maximum  Mortgage  Interest  Rate over the term of such
Mortgage Loan.

         Liquidation  Proceeds:  Cash received in connection  with the  liquidation of a defaulted  Mortgage Loan,  whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

         Loan-to-Value  Ratio or LTV: With respect to any Mortgage  Loan,  the ratio of the original  outstanding  principal  amount of
the Mortgage  Loan,  to (i) the  Appraised  Value of the  Mortgaged  Property as of the  Origination  Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged  Property as of the  Origination  Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.

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

         Monthly Advance:  The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.

         Monthly  Payment:  The scheduled  monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.

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

         Mortgage File:  The mortgage  documents  pertaining to a particular  Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.

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

         Mortgage  Interest Rate: The annual rate at which  interest  accrues on any Mortgage Loan,  which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.

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

         Mortgage Loan Documents:  The documents listed in Exhibit A.

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

         Mortgage Loan  Schedule:  The schedule of Mortgage  Loans annexed to the related Term Sheet,  such schedule  setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:

         (1)      the Company's Mortgage Loan identifying number;

         (2)      the Mortgagor's first and last name;

         (3)      the street address of the Mortgaged Property including the city, state and zip code;

         (4)      a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

         (5)      the type of residential property constituting the Mortgaged Property;

         (6)      the original months to maturity of the Mortgage Loan;

         (7)      the  remaining  months to maturity  from the  related  Cut-off  Date,  based on the  original  amortization  schedule  and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;

         (8)      the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;

         (9)      the Mortgage  Interest Rate as of origination  and as of the related  Cut-off Date;  with respect to each  adjustable
rate Mortgage Loan, the initial  Adjustment Date, the next Adjustment Date  immediately  following the related Cut-off Date, the Index,
the Margin,  the Initial Rate Cap, if any,  Periodic Rate Cap, if any, minimum  Mortgage  Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;

         (10)     the Origination Date of the Mortgage Loan;

         (11)     the stated maturity date;

         (12)     the amount of the Monthly Payment at origination;

         (13)     the amount of the Monthly Payment as of the related  Cut-off Date;

         (14)     the original principal amount of the Mortgage Loan;

         (15)     the scheduled Stated Principal  Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;

         (16)     a code  indicating  the purpose of the  Mortgage  Loan (i.e.,  purchase,  rate and term  refinance,  equity  take-out
refinance);

         (17)     a code indicating the documentation style (i.e. full, alternative, etc.);

         (18)     the number of times during the twelve (12) month period  preceding the related  Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;

         (19)     the date on which the first payment is or was due;

         (20)     a code indicating  whether or not the Mortgage Loan is the subject of a Primary Mortgage  Insurance Policy and the name of the
                  related insurance carrier;

         (21)     a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;

         (22)     the last Due Date on which a Monthly  Payment was actually  applied to the unpaid  principal  balance of the Mortgage
Loan.

         (23)     product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);

         (24)     credit score and/or mortgage score, if applicable;

         (25)     a code indicating  whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage  Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;

         (26)     a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof; and

         (27)     the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable.

         With respect to the Mortgage Loans in the aggregate,  the Mortgage Loan Schedule  attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:

         (1)      the number of Mortgage Loans;

         (2)      the current aggregate outstanding principal balance of the Mortgage Loans;

         (3)      the weighted average Mortgage Interest Rate of the Mortgage Loans;

         (4)      the weighted average maturity of the Mortgage Loans; and

         (5)      the weighted average months to next Adjustment Date;

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

         Mortgaged  Property:  The underlying  real property  securing  repayment of a Mortgage Note,  consisting of a single parcel of
real  estate  considered  to be real  estate  under the laws of the state in which  such real  property  is located  which may  include
condominium  units and planned  unit  developments,  improved by a  residential  dwelling;  except that with  respect to real  property
located in jurisdictions in which the use of leasehold estates for residential  properties is a widely-accepted  practice,  a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.

         Mortgagor:  The obligor on a Mortgage Note.

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

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

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

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an  employee  of the party on behalf of whom the  opinion is
being given, reasonably acceptable to the Purchaser.

         Origination  Date: The date on which a Mortgage Loan funded,  which date shall not, in connection  with a Refinanced  Mortgage
Loan,  be the date of the funding of the debt being  refinanced,  but rather the closing of the debt  currently  outstanding  under the
terms of the Mortgage Loan Documents.

         OTS:  Office of Thrift Supervision, or any successor thereto.

         Periodic Rate Cap: As to each  adjustable rate Mortgage Loan, the maximum  increase or decrease in the Mortgage  Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.

         Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations of, and obligations  fully guaranteed by the United  States of America or
                  any agency or  instrumentality of the United  States of America the obligations of which are backed by
                  the full faith and credit of the United States of America;

         (ii)  (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
     company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
     examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
     and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
     investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
     Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;


                  (iii)  repurchase  obligations  with a term not to exceed  thirty  (30)  days and with  respect  to (a) any  security
                  described in clause (i) above and entered into with a depository  institution or trust company  (acting as principal)
                  described in clause (ii)(a) above;

                  (iv) securities  bearing interest or sold at a discount issued by any corporation  incorporated under the laws of the
                  United  States of America or any state  thereof that are rated in one of the two highest  rating  categories  by each
                  Rating Agency at the time of such  investment or  contractual  commitment  providing for such  investment;  provided,
                  however,  that securities issued by any particular  corporation will not be Permitted  Investments to the extent that
                  investments  therein will cause the then outstanding  principal  amount of securities  issued by such corporation and
                  held as Permitted  Investments to exceed 10% of the aggregate  outstanding  principal balances of all of the Mortgage
                  Loans and Permitted Investments;

                  (v) commercial paper  (including both  non-interest-bearing  discount  obligations and  interest-bearing  obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by each Rating Agency at the time of such investment;

                  (vi) any other  demand,  money market or time  deposit,  obligation,  security or  investment as may be acceptable to
                  each Rating Agency as evidenced in writing by each Rating Agency; and

                  (vii) any money market funds the collateral of which consists of  obligations  fully  guaranteed by the United States
                  of America or any agency or  instrumentality  of the United States of America the  obligations of which are backed by
                  the full faith and credit of the United  States of America  (which  may  include  repurchase  obligations  secured by
                  collateral  described  in clause (i)) and other  securities  and which money market funds are rated in one of the two
                  highest rating categories by each Rating Agency.

provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest  payments with respect to the obligations  underlying such instrument or if such security provides for payment of
both  principal  and  interest  with a yield to maturity in excess of 120% of the yield to  maturity  at par or if such  investment  or
security is purchased at a price greater than par.

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

         Prepayment  Interest  Shortfall:  With  respect to any  Remittance  Date,  for each  Mortgage  Loan that was the  subject of a
Principal  Prepayment  during the related  Prepayment  Period,  an amount equal to the excess of one month's interest at the applicable
Mortgage Loan  Remittance Rate on the amount of such Principal  Prepayment  over the amount of interest  (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.

         Prepayment Period:         With  respect  to any  Remittance  Date,  the  calendar  month  preceding  the month in which  such
Remittance Date occurs.

         Primary  Mortgage  Insurance  Policy:  Each  primary  policy of mortgage  insurance  represented  to be in effect  pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.

         Prime Rate:  The prime rate  announced  to be in effect from time to time as  published as the average rate in the Wall Street
Journal (Northeast Edition).

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

         Purchase Price:  As defined in Section 2.02.

         Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

         Qualified  Appraiser:  An appraiser,  duly  appointed by the Company,  who had no interest,  direct or indirect in the related
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the  requirements  of Title XI of FIRREA
and the  regulations  promulgated  thereunder  and the  requirements  of Fannie Mae, all as in effect on the date the Mortgage Loan was
originated.

         Qualified  Insurer:  An insurance  company duly qualified as such under the laws of the states in which the related  Mortgaged
Property is located,  duly  authorized  and  licensed in such states to transact  the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.

         Rating  Agency:  Standard & Poor's,  Fitch,  Inc. or, in the event that some or all of the ownership of the Mortgage  Loans is
evidenced by  mortgage-backed  securities,  the nationally  recognized rating agencies issuing ratings with respect to such securities,
if any.

         Refinanced  Mortgage  Loan:  A Mortgage  Loan which was made to a  Mortgagor  who owned the  Mortgaged  Property  prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

         REMIC:  A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.

         REMIC Provisions:  The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.

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

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

         REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.

         REO Property:  A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.

         Repurchase  Price:  With  respect  to any  Mortgage  Loan,  a price  equal to (i) the  product  of the  greater of 100% or the
percentage of par as stated in the  Confirmation  multiplied by the Stated  Principal  Balance of such Mortgage Loan on the  repurchase
date, plus (ii) interest on such  outstanding  principal  balance at the Mortgage Loan Remittance Rate from the last date through which
interest  has been paid and  distributed  to the  Purchaser to the end of the month of  repurchase,  plus,  (iii) third party  expenses
incurred in connection with the transfer of the Mortgage Loan being  repurchased;  less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

         SAIF:  The Savings Association Insurance Fund, or any successor thereto.

         Sales Price:      With  respect to any Mortgage  Loan the proceeds of which were used by the  Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.

         Seller:  First Horizon Home Loan Corporation, its successors in interest and assigns, as permitted by this Agreement.

         Servicer: First Tennessee Mortgage Services, Inc., its successors in interest and assigns, as permitted by this Agreement.

         Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of pocket"  costs and expenses  (including  reasonable
attorneys'  fees and  disbursements)  incurred in the  performance  by the Company of its  servicing  obligations,  including,  but not
limited  to,  the  cost  of (a)  the  preservation,  restoration  and  protection  of the  Mortgaged  Property,  (b)  any  enforcement,
administrative or judicial  proceedings,  or any legal work or advice specifically  related to servicing the Mortgage Loans,  including
but not limited to,  foreclosures,  bankruptcies,  condemnations,  drug seizures,  elections,  foreclosures  by subordinate or superior
lienholders,  and other legal actions  incidental to the servicing of the Mortgage  Loans  (provided  that such expenses are reasonable
and that the  Company  specifies  the  Mortgage  Loan(s)  to which  such  expenses  relate  and,  upon  Purchaser's  request,  provides
documentation  supporting  such expense (which  documentation  would be acceptable to Fannie Mae),  and provided  further that any such
enforcement,  administrative or judicial proceeding does not arise out of a breach of any  representation,  warranty or covenant of the
Company  hereunder),  (c) the management and  liquidation  of the Mortgaged  Property if the Mortgaged  Property is acquired in full or
partial  satisfaction of the Mortgage,  (d) taxes,  assessments,  water rates,  sewer rates and other charges which are or may become a
lien upon the Mortgaged  Property,  and Primary  Mortgage  Insurance Policy premiums and fire and hazard  insurance  coverage,  (e) any
expenses  reasonably  sustained by the Company with respect to the  liquidation of the Mortgaged  Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.

         Servicing  Fee:  With respect to each  Mortgage  Loan,  the amount of the annual fee the  Purchaser  shall pay to the Company,
which  shall,  for a period of one full  month,  be equal to  one-twelfth  of the  product  of (a) the  Servicing  Fee Rate and (b) the
outstanding  principal  balance of such Mortgage Loan. Such fee shall be payable  monthly,  computed on the basis of the same principal
amount and period  respecting  which any related  interest  payment on a Mortgage Loan is computed.  The obligation of the Purchaser to
pay the  Servicing  Fee is limited to, and the  Servicing  Fee is payable  solely from,  the interest  portion of such Monthly  Payment
collected  by the  Company,  or as otherwise  provided  under  Section 4.05 and in  accordance  with the Fannie Mae  Guide(s).  Any fee
payable to the Company for  administrative  services  related to any REO  Property as  described  in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.

         Servicing Fee Rate:  As set forth in the Term Sheet.

         Servicing  File:  With  respect to each  Mortgage  Loan,  the file  retained by the Company  consisting  of  originals  of all
documents in the Mortgage File which are not delivered to the  Purchaser  and copies of the Mortgage Loan  Documents  listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.

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

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

         Subservicer:   Any  subservicer  which  is  subservicing  the  Mortgage  Loans  pursuant  to  a  Subservicing  Agreement.  Any
subservicer shall meet the qualifications set forth in Section 4.01.

         Subservicing Agreement:  An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.

                  Term Sheet: A supplemental  agreement in the form attached  hereto as Exhibit I which shall be executed and delivered
by the Company and the Purchaser to provide for the sale and servicing  pursuant to the terms of this  Agreement of the Mortgage  Loans
listed on Schedule I attached thereto,  which supplemental  agreement shall contain certain specific  information relating to such sale
of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.


                                                              ARTICLE II

                                       PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
                                            RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
                                                BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
                                                  DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01      Agreement to Purchase.

         The Company  agrees to sell and the  Purchaser  agrees to purchase the Mortgage  Loans  having an aggregate  Stated  Principal
Balance on the related  Cut-off  Date set forth in the  related  Term Sheet in an amount as set forth in the  Confirmation,  or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate  Stated Principal  Balance of the Mortgage
Loans  accepted by the Purchaser on the related  Closing Date,  with servicing  retained by the Company.  The Company shall deliver the
related  Mortgage Loan Schedule  attached to the related Term Sheet for the Mortgage Loans to be purchased on the related  Closing Date
to the Purchaser at least two (2) Business Days prior to the related  Closing Date.  The Mortgage  Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.

         Section 2.02      Purchase Price.

         The  Purchase  Price  for each  Mortgage  Loan  shall be the  percentage  of par as  stated in the  Confirmation  (subject  to
adjustment as provided  therein),  multiplied by the Stated  Principal  Balance,  as of the related  Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet,  after application of scheduled  payments of principal
due on or before the related Cut-off Date whether or not collected.

         In addition to the Purchase Price as described  above,  the Purchaser shall pay to the Company,  at closing,  accrued interest
on the Stated  Principal  Balance of each Mortgage Loan as of the related  Cut-off Date at the Mortgage  Loan  Remittance  Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

         The Purchase Price plus accrued  interest as set forth in the preceding  paragraph  shall be paid on the related  Closing Date
by wire transfer of immediately available funds.

          Purchaser shall be entitled to (1) all scheduled  principal due after the related  Cut-off Date, (2) all other  recoveries of
principal  collected on or after the related  Cut-off Date  (provided,  however,  that all  scheduled  payments of principal  due on or
before the related  Cut-off Date and collected by the Company or any successor  servicer after the related Cut-off Date shall belong to
the Company),  and (3) all payments of interest on the Mortgage Loans net of applicable  Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date).  The outstanding  principal  balance of each Mortgage Loan
as of the related  Cut-off Date is determined  after  application  of payments of principal  due on or before the related  Cut-off Date
whether or not collected,  together with any unscheduled  principal  prepayments collected prior to the related Cut-off Date; provided,
however,  that  payments of  scheduled  principal  and  interest  prepaid for a Due Date beyond the related  Cut-off  Date shall not be
applied to the principal  balance as of the related  Cut-off Date.  Such prepaid  amounts shall be the property of the  Purchaser.  The
Company  shall  deposit any such prepaid  amounts into the  Custodial  Account,  which  account is  established  for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.

         Section 2.03      Servicing of Mortgage Loans.

         Simultaneously  with the  execution  and delivery of each Term Sheet,  the Company  does hereby agree to directly  service the
Mortgage Loans listed on the related  Mortgage Loan Schedule  attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet.  The rights of the  Purchaser to receive  payments with respect to the related  Mortgage  Loans shall be as
set forth in this Agreement.

         Section 2.04      Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

         As of the related  Closing Date, the Company sold,  transferred,  assigned,  set over and conveyed to the  Purchaser,  without
recourse,  on a servicing retained basis, and the Company hereby  acknowledges that the Purchaser has, but subject to the terms of this
Agreement  and the related Term Sheet,  all the right,  title and interest of the Company in and to the  Mortgage  Loans.  Company will
deliver the Mortgage  Files to the  Custodian  designated by  Purchaser,  on or before the related  Closing Date, at the expense of the
Company.  The Company shall maintain a Servicing  File  consisting of a copy of the contents of each Mortgage File and the originals of
the  documents in each  Mortgage  File not delivered to the  Purchaser.  The  Servicing  File shall contain all documents  necessary to
service the  Mortgage  Loans.  The  possession  of each  Servicing  File by the Company is at the will of the  Purchaser,  for the sole
purpose of servicing the related  Mortgage  Loan,  and such  retention and  possession by the Company is in a custodial  capacity only.
From the related  Closing Date,  the ownership of each Mortgage Loan,  including the Mortgage  Note, the Mortgage,  the contents of the
related  Mortgage File and all rights,  benefits,  proceeds and  obligations  arising  therefrom or in connection  therewith,  has been
vested in the  Purchaser.  All rights  arising out of the Mortgage  Loans  including,  but not limited to, all funds  received on or in
connection  with the Mortgage  Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession  of the Company  shall be received  and held by the  Company in trust for the benefit of the  Purchaser  as the owner of the
Mortgage  Loans.  Any portion of the  Mortgage  Files  retained by the  Company  shall be  appropriately  identified  in the  Company's
computer  system to clearly  reflect the  ownership of the Mortgage  Loans by the  Purchaser.  The Company shall release its custody of
the  contents of the  Mortgage  Files only in  accordance  with  written  instructions  of the  Purchaser,  except when such release is
required as incidental to the Company's  servicing of the Mortgage Loans or is in connection  with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

         Section 2.05       Books and Records.

         The sale of each Mortgage Loan shall be reflected on the Company's  balance sheet and other financial  statements as a sale of
assets by the Company.  The Company shall be responsible for maintaining,  and shall maintain,  a complete set of books and records for
the Mortgage Loans that shall be  appropriately  identified in the Company's  computer  system to clearly  reflect the ownership of the
Mortgage  Loan by the  Purchaser.  In  particular,  the Company  shall  maintain in its  possession,  available  for  inspection by the
Purchaser,  or its designee and shall deliver to the Purchaser upon demand,  evidence of compliance  with all federal,  state and local
laws, rules and regulations,  and requirements of Fannie Mae or FHLMC, as applicable,  including but not limited to documentation as to
the method used in determining the  applicability  of the provisions of the Flood Disaster  Protection Act of 1973, as amended,  to the
Mortgaged  Property,  documentation  evidencing  insurance coverage of any condominium  project as required by Fannie Mae or FHLMC, and
periodic  inspection  reports as required by Section  4.13.  To the extent that  original  documents  are not  required for purposes of
realization  of  Liquidation  Proceeds or Insurance  Proceeds,  documents  maintained by the Company may be in the form of microfilm or
microfiche.

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

         In  addition to the  foregoing,  Company  shall  provide to any  supervisory  agents or  examiners  that  regulate  Purchaser,
including but not limited to, the OTS, the FDIC and other similar  entities,  access,  during normal  business  hours,  upon reasonable
advance  notice to Company and without cost to Company or such  supervisory  agents or examiners,  to any  documentation  regarding the
Mortgage Loans that may be required by any applicable regulator.

         Section 2.06.     Transfer of Mortgage Loans.

         The Company shall keep at its servicing  office books and records in which,  subject to such reasonable  regulations as it may
prescribe,  the Company shall note transfers of Mortgage  Loans.  No transfer of a Mortgage Loan may be made unless such transfer is in
compliance  with the terms  hereof.  For the purposes of this  Agreement,  the Company  shall be under no  obligation  to deal with any
person with respect to this  Agreement or any Mortgage Loan unless a notice of the transfer of such  Mortgage  Loan has been  delivered
to the Company in  accordance  with this  Section  2.06 and the books and  records of the Company  show such person as the owner of the
Mortgage  Loan.  The  Purchaser  may,  subject to the terms of this  Agreement,  sell and transfer  one or more of the Mortgage  Loans,
provided,  however,  that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this  Agreement  and an original  counterpart  of the  instrument  of transfer in an
Assignment and Assumption of this Agreement  substantially  in the form of Exhibit D hereto executed by the transferee  shall have been
delivered to the Company.  The  Purchaser  also shall advise the Company of the transfer.  Upon receipt of notice of the transfer,  the
Company shall mark its books and records to reflect the ownership of the Mortgage  Loans of such assignee,  and the previous  Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

         Section 2.07      Delivery of Mortgage Loan Documents.

                  The Company  shall  deliver and release to the  Purchaser or its designee the Mortgage  Loan  Documents in accordance
with the terms of this  Agreement  and the related Term Sheet.  The  documents  enumerated  as items (1), (2), (3), (4), (5), (6), (7),
(8),  (9) and (16) in Exhibit A hereto  shall be  delivered  by the Company to the  Purchaser  or its  designee no later than three (3)
Business  Days prior to the related  Closing  Date  pursuant to a bailee  letter  agreement.  All other  documents in Exhibit A hereto,
together with all other  documents  executed in connection  with the Mortgage  Loan that Company may have in its  possession,  shall be
retained by the Company in trust for the  Purchaser.  If the Company cannot  deliver the original  recorded  Mortgage Loan Documents or
the original policy of title  insurance,  including riders and  endorsements  thereto,  on the related Closing Date, the Company shall,
promptly upon receipt thereof and in any case not later than 120 days from the related Closing Date,  deliver such original  documents,
including  original  recorded  documents,  to the  Purchaser or its designee  (unless the Company is delayed in making such delivery by
reason of the fact that such  documents  shall  not have been  returned  by the  appropriate  recording  office).  If  delivery  is not
completed  within 120 days solely due to delays in making such delivery by reason of the fact that such  documents  shall not have been
returned by the  appropriate  recording  office,  Company shall deliver such document to Purchaser,  or its designee,  within such time
period as specified in a Company's  Officer's  Certificate.  In the event that  documents  have not been received by the date specified
in the Company's Officer's  Certificate,  a subsequent Company's Officer's Certificate shall be delivered by such date specified in the
prior  Company's  Officer's  Certificate,  stating a revised date for receipt of  documentation.  The procedure shall be repeated until
the  documents  have been  received and  delivered.  If delivery is not  completed  within 180 days solely due to delays in making such
delivery by reason of the fact that such  documents  shall not have been  returned by the  appropriate  recording  office,  the Company
shall  continue to use its best efforts to effect  delivery as soon as possible  thereafter,  provided  that if such  documents are not
delivered by the 270th day from the date of the related  Closing Date, the Company shall  repurchase the related  Mortgage Loans at the
Repurchase Price in accordance with Section 3.03 hereof.

         The Company shall pay all initial  recording  fees, if any, for the  assignments  of mortgage and any other fees in connection
with the  transfer of all original  documents to the  Purchaser or its  designee.  Company  shall  prepare,  in  recordable  form,  all
assignments  of mortgage  necessary to assign the Mortgage  Loans to Purchaser,  or its  designee.  Company  shall be  responsible  for
recording the assignments of mortgage.

         Company  shall provide an original or duplicate  original of the title  insurance  policy to Purchaser or its designee  within
ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.

         Any  review  by the  Purchaser,  or its  designee,  of the  Mortgage  Files  shall in no way  alter or  reduce  the  Company's
obligations hereunder.

         If the Purchaser or its designee  discovers any defect with respect to a Mortgage  File, the Purchaser  shall,  or shall cause
its  designee  to,  give  written  specification  of such  defect  to the  Company  which may be given in the  exception  report or the
certification  delivered  pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.

         The Company shall forward to the  Purchaser,  or its designee,  original  documents  evidencing an  assumption,  modification,
consolidation  or  extension  of any  Mortgage  Loan  entered  into in  accordance  with  Section 4.01 or 6.01 within one week of their
execution;  provided,  however, that the Company shall provide the Purchaser,  or its designee,  with a certified true copy of any such
document  submitted for  recordation  within one week of its  execution,  and shall provide the original of any document  submitted for
recordation  or a copy of such document  certified by the  appropriate  public  recording  office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.

         From time to time the Company may have a need for Mortgage  Loan  Documents to be released  from  Purchaser,  or its designee.
Purchaser shall, or shall cause its designee,  upon the written request of the Company,  within ten (10) Business Days,  deliver to the
Company, any requested  documentation  previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser,  or its designee,  when the Company no longer requires possession of the document, and provided that
during  the time that any such  documentation  is held by the  Company,  such  possession  is in trust for the  benefit  of  Purchaser.
Company  shall  indemnify  Purchaser,  and its  designee,  from and against  any and all losses,  claims,  damages,  penalties,  fines,
forfeitures,  costs and expenses (including court costs and reasonable  attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.

         Section 2.08      Quality Control Procedures.

         The Company must have an internal  quality  control program that verifies,  on a regular basis,  the existence and accuracy of
the legal documents,  credit documents,  property  appraisals,  and underwriting  decisions.  The program must be capable of evaluating
and monitoring the overall  quality of its loan production and servicing  activities.  The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting  principles;  guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

         Section 2.09  Near-term Principal Prepayments in Full; Near Term Payment Defaults

           In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months after the related Closing
Date, the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par
multiplied by the amount of such Principal Prepayment in full.  Such remittance shall be made by the Company to Purchaser not later
than five (5) Business Days after notice to the Company.


           In the event  either of the first three (3)  scheduled  Monthly  Payments  which are due under any  Mortgage  Loan after the
related  Cut-off Date are not made during the month in which such Monthly  Payments are due, then not later than five (5) Business Days
after notice to the Company by Purchaser (and at Purchaser's  sole option),  the Company,  shall repurchase such Mortgage Loan from the
Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.


         Section 2.10      Modification of Obligations.

         Purchaser may,  without any notice to Company,  extend,  compromise,  renew,  release,  change,  modify,  adjust or alter,  by
operation of law or otherwise,  any of the  obligations  of the  Mortgagors or other  persons  obligated  under a Mortgage Loan without
releasing or otherwise  affecting the  obligations of Company under this  Agreement,  or with respect to such Mortgage Loan,  except to
the extent Purchaser's extension,  compromise,  release, change,  modification,  adjustment, or alteration affects Company's ability to
collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.

                                                              ARTICLE III

                                                   REPRESENTATIONS AND WARRANTIES OF
                                           THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

         Section 3.01      Representations and Warranties of the Company.

         Each the Seller and Servicer  represents,  warrants and covenants to the Purchaser  that, as of the related Closing Date or as
of such date specifically provided herein:

         (a)      The Company is a corporation,  duly organized,  validly  existing and in good standing under the laws of the State of
Kansas and has all  licenses  necessary  to carry out its business as now being  conducted,  and is licensed and  qualified to transact
business in and is in good  standing  under the laws of each state in which any  Mortgaged  Property is located or is otherwise  exempt
under  applicable law from such licensing or  qualification  or is otherwise not required under applicable law to effect such licensing
or  qualification  and no demand for such  licensing or  qualification  has been made upon such  Company by any such state,  and in any
event such  Company is in  compliance  with the laws of any such state to the extent  necessary  to ensure the  enforceability  of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance  with the terms of this  Agreement.  The Servicer is a wholly owned
subsidiary of the Seller;

         (b) The Company has the full power and  authority  and legal right to hold,  transfer and convey each  Mortgage  Loan, to sell
each  Mortgage  Loan and to execute,  deliver and perform,  and to enter into and  consummate  all  transactions  contemplated  by this
Agreement and the related Term Sheet and to conduct its business as presently  conducted,  has duly authorized the execution,  delivery
and performance of this Agreement and the related Term Sheet and any agreements  contemplated  hereby,  has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements  contemplated  hereby,  and this Agreement and the related Term Sheet and
each  Assignment to the Purchaser and any agreements  contemplated  hereby,  constitutes a legal,  valid and binding  obligation of the
Company,  enforceable  against it in accordance  with its terms,  and all requisite  corporate  action has been taken by the Company to
make this  Agreement  and the  related  Term  Sheet and all  agreements  contemplated  hereby  valid and  binding  upon the  Company in
accordance with their terms;

         (c) Neither the execution and delivery of this  Agreement and the related Term Sheet,  nor the  origination or purchase of the
Mortgage Loans by the Company,  the sale of the Mortgage Loans to the Purchaser,  the  consummation  of the  transactions  contemplated
hereby,  or the  fulfillment of or compliance  with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms,  conditions  or  provisions  of the  Company's  charter or by-laws or  materially  conflict  with or result in a
material  breach of any of the terms,  conditions or provisions  of any legal  restriction  or any agreement or instrument to which the
Company is now a party or by which it is bound,  or constitute a default or result in an  acceleration  under any of the foregoing,  or
result in the material  violation of any law, rule,  regulation,  order,  judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.

         (d) There is no litigation,  suit,  proceeding or investigation  pending or, to the best of Company's  knowledge,  threatened,
or any order or decree outstanding,  with respect to the Company which,  either in any one instance or in the aggregate,  is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution,  delivery,  performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably  likely to have a material adverse effect on the financial  condition
of the Company.

         (e) No consent,  approval,  authorization or order of any court or governmental  agency or body is required for the execution,
delivery and  performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet,  or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the  consummation  of the  transactions  contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;

         (f) The  consummation of the  transactions  contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company,  and the transfer,  assignment  and  conveyance of the Mortgage  Notes and the Mortgages by the
Company  pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar  statutory  provisions in
effect in any applicable jurisdiction;

         (g) The  origination  and servicing  practices  used by the Company and any prior  originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance  with  applicable  laws and  regulations  and the Mortgage Loan Documents,
and in all material  respects  proper and prudent in the mortgage  origination  and  servicing  business.  Each  Mortgage Loan has been
serviced in all material  respects with Accepted  Servicing  Practices.  With respect to escrow deposits and payments that the Company,
on behalf of an investor,  is entitled to collect,  all such payments are in the  possession  of, or under the control of, the Company,
and there exist no deficiencies  in connection  therewith for which customary  arrangements  for repayment  thereof have not been made.
All escrow payments have been collected in full  compliance with state and federal law and the provisions of the related  Mortgage Note
and Mortgage.  As to any Mortgage Loan that is the subject of an escrow,  escrow of funds is not  prohibited by applicable  law and has
been  established  in an amount  sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable.  No escrow deposits or other charges or payments due under the Mortgage Note have been  capitalized  under any Mortgage or
the related Mortgage Note;

         (h) The Company used no selection  procedures  that  identified  the Mortgage  Loans as being less  desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;

         (i)      The Company  will treat the sale of the  Mortgage  Loans to the  Purchaser  as a sale for  reporting  and  accounting
purposes and, to the extent appropriate, for federal income tax purposes;

         (j)      Company is an  approved  seller/servicer  of  residential  mortgage  loans for Fannie Mae,  FHLMC and HUD,  with such
facilities,  procedures  and  personnel  necessary  for the sound  servicing of such  mortgage  loans.  The Company is duly  qualified,
licensed,  registered and otherwise  authorized under all applicable  federal,  state and local laws, and  regulations,  if applicable,
meets the minimum  capital  requirements  set forth by the OCC, and is in good standing to sell mortgage loans to and service  mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company  unable to comply with  eligibility  requirements  or
which would require notification to either Fannie Mae or FHLMC;

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

         (l)      No statement,  tape, diskette,  form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement  or the  related  Term Sheet or in  connection  with the  transactions  contemplated  hereby,  contains  or will  contain any
statement that is or will be inaccurate or misleading in any material respect;

         (m)      The Company  acknowledges  and agrees that the Servicing Fee represents  reasonable  compensation for performing such
services and that the entire  Servicing Fee shall be treated by the Company,  for accounting and tax purposes,  as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement.  In the opinion of Company,  the consideration  received
by Company  upon the sale of the  Mortgage  Loans to  Purchaser  under this  Agreement  and the  related  Term Sheet  constitutes  fair
consideration for the Mortgage Loans under current market conditions.

         (n)      Company has delivered to the Purchaser  financial  statements of its parent,  for its last two complete fiscal years.
All such financial  information  fairly presents the pertinent  results of operations and financial  position for the period identified
and has been prepared in accordance with GAAP consistently  applied  throughout the periods involved,  except as set forth in the notes
thereto.  There has been no change in the  business,  operations,  financial  condition,  properties or assets of the Company since the
date of the Company's  financial  information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;

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

         Section 3.02      Representations and Warranties as to Individual Mortgage Loans.

         References in this Section to  percentages  of Mortgage  Loans refer in each case to the  percentage  of the aggregate  Stated
Principal  Balance of the Mortgage Loans as of the related Cut-off Date,  based on the  outstanding  Stated  Principal  Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled  Monthly  Payments due on or prior to the related Cut-off
Date,  whether or not received.  References to percentages of Mortgaged  Properties refer, in each case, to the percentages of expected
aggregate Stated  Principal  Balances of the related Mortgage Loans  (determined as described in the preceding  sentence).  The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:

          (a) The  information  set forth in the  Mortgage  Loan  Schedule  attached to the related  Term Sheet is true,  complete  and
correct in all material respects as of the related Cut-Off Date;

         (b)      The Mortgage  creates a valid,  subsisting and enforceable  first lien or a first priority  ownership  interest in an
estate in fee simple in real property  securing the related Mortgage Note subject to principles of equity,  bankruptcy,  insolvency and
other laws of general application affecting the rights of creditors;

         (c) All  payments  due prior to the related  Cut-off  Date for such  Mortgage  Loan have been made as of the  related  Closing
Date; the Mortgage Loan has not been dishonored;  there are no material  defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced,  solicited or knowingly  received any advance of funds from a party other than the owner of the
Mortgaged  Property  subject to the Mortgage,  directly or indirectly,  for the payment of any amount required by the Mortgage Loan. As
of the related  Closing Date,  all of the Mortgage  Loans will have an actual  interest paid to date of their related  Cut-off  Date(or
later) and will be due for the scheduled  monthly  payment next  succeeding  the Cut-off Date (or later),  as evidenced by a posting to
Company's  servicing  collection  system.  No payment under any Mortgage Loan is delinquent as of the related  Closing Date nor has any
scheduled  payment  been  delinquent  at any time during the twelve (12) months  prior to the month of the related  Closing  Date.  For
purposes of this  paragraph,  a Mortgage Loan will be deemed  delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;

         (d) There are no defaults by Company in complying  with the terms of the Mortgage,  and all taxes,  governmental  assessments,
insurance premiums,  water, sewer and municipal charges,  leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been  established in an amount  sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;

         (e) The terms of the  Mortgage  Note and the  Mortgage  have not been  impaired,  waived,  altered or modified in any respect,
except by written  instruments  which have been  recorded  to the extent any such  recordation  is required by law,  or,  necessary  to
protect the interest of the  Purchaser.  No instrument of waiver,  alteration or  modification  has been executed  except in connection
with a  modification  agreement and which  modification  agreement is part of the Mortgage File and the terms of which are reflected in
the related  Mortgage  Loan  Schedule,  and no Mortgagor  has been  released,  in whole or in part,  from the terms  thereof  except in
connection  with an  assumption  agreement  and which  assumption  agreement  is part of the  Mortgage  File and the terms of which are
reflected in the related  Mortgage Loan Schedule;  the substance of any such waiver,  alteration or  modification  has been approved by
the issuer of any  related  Primary  Mortgage  Insurance  Policy and title  insurance  policy,  to the extent  required  by the related
policies;

         (f) The  Mortgage  Note and the  Mortgage  are not  subject to any right of  rescission,  set-off,  counterclaim  or  defense,
including,  without limitation,  the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right  thereunder,  render the Mortgage Note or Mortgage  unenforceable,  in whole or in part, or subject to any
right of rescission,  set-off,  counterclaim  or defense,  including the defense of usury,  and no such right of  rescission,  set-off,
counterclaim  or defense has been asserted with respect  thereto;  and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;

         (g) All buildings or other customarily  insured  improvements upon the Mortgaged  Property are insured by a Qualified Insurer,
against  loss by fire,  hazards of extended  coverage and such other  hazards as are provided for in the Fannie Mae or FHLMC Guide,  as
well as all additional  requirements  set forth in Section 4.10 of this Agreement.  All such standard hazard policies are in full force
and effect and contain a standard  mortgagee  clause  naming the Company and its  successors  in interest and assigns as loss payee and
such clause is still in effect and all  premiums  due thereon  have been paid.  If required  by the Flood  Disaster  Protection  Act of
1973, as amended,  the Mortgage Loan is covered by a flood insurance policy meeting the  requirements of the current  guidelines of the
Federal Insurance  Administration  which policy conforms to Fannie Mae or FHLMC  requirements,  as well as all additional  requirements
set forth in Section 4.10 of this  Agreement.  Such policy was issued by a Qualified  Insurer.  The Mortgage  obligates  the  Mortgagor
thereunder to maintain all such insurance at the  Mortgagor's  cost and expense,  and on the Mortgagor's  failure to do so,  authorizes
the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek  reimbursement  therefor from the
Mortgagor.  Neither the Company (nor any prior  originator  or servicer of any of the Mortgage  Loans) nor any Mortgagor has engaged in
any act or omission which has impaired or would impair the coverage of any such policy,  the benefits of the  endorsement  provided for
herein, or the validity and binding effect of either;

         (h) Any and all  requirements  of any federal,  state or local law including,  without  limitation,  usury,  truth-in-lending,
real estate settlement procedures,  consumer credit protection,  equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been  complied with in all material  respects.  None of the Mortgage  Loans are (a) loans  subject to 12 CFR Part 226.31,  12
CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the  regulation  implementing  TILA,  which  implements  the Home  Ownership and
Equity Protection Act of 1994, as amended or (b) classified and/or defined as a "high cost",  "covered",  or "predatory" loan under any
other state, federal or local law or regulation or ordinance,  including,  but not limited to, the States of Georgia and North Carolina
and the City of New York.  The Company  maintains,  and shall  maintain,  evidence of such  compliance as required by applicable law or
regulation and shall make such evidence  available for inspection at the Company's  office during normal business hours upon reasonable
advance notice;

         (i) The Mortgage has not been  satisfied,  canceled or  subordinated,  in whole or in part,  or  rescinded,  and the Mortgaged
Property has not been  released  from the lien of the  Mortgage,  in whole or in part nor has any  instrument  been executed that would
effect any such release,  cancellation,  subordination  or rescission.  The Company has not waived the  performance by the Mortgagor of
any action,  if the  Mortgagor's  failure to perform such action would cause the  Mortgage  Loan to be in default,  nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;

         (j)      The Mortgage is a valid,  subsisting,  enforceable and perfected first lien on the Mortgaged Property,  including all
buildings on the Mortgaged Property and all installations and mechanical,  electrical,  plumbing,  heating and air conditioning systems
affixed to such buildings,  and all additions,  alterations and  replacements  made at any time with respect to the foregoing  securing
the Mortgage  Note's  original  principal  balance  subject to principles of equity,  bankruptcy,  insolvency and other laws of general
application  affecting  the rights of  creditors.  The  Mortgage  and the  Mortgage  Note do not contain any  evidence of any  security
interest  or other  interest  or right  thereto.  Such lien is free and clear of all  adverse  claims,  liens and  encumbrances  having
priority  over the  first  lien of the  Mortgage  subject  only to (1) the lien of  non-delinquent  current  real  property  taxes  and
assessments not yet due and payable,  (2) covenants,  conditions and  restrictions,  rights of way,  easements and other matters of the
public record as of the date of recording  which are  acceptable to mortgage  lending  institutions  generally and either (A) which are
referred to in the lender's title insurance  policy  delivered to the originator or otherwise  considered in the appraisal made for the
originator  of the  Mortgage  Loan,  or (B) which do not  adversely  affect the  residential  use or Appraised  Value of the  Mortgaged
Property  as set  forth  in such  appraisal,  and (3)  other  matters  to which  like  properties  are  commonly  subject  which do not
individually  or in the aggregate  materially  interfere  with the benefits of the security  intended to be provided by the Mortgage or
the use, enjoyment,  value or marketability of the related Mortgaged Property.  Any security agreement,  chattel mortgage or equivalent
document  related to and delivered in connection with the Mortgage Loan  establishes and creates a valid,  subsisting,  enforceable and
perfected first lien and first priority  security  interest on the property  described  therein,  and the Company has the full right to
sell and assign the same to the Purchaser;

         (k) The Mortgage Note and the related  Mortgage are original and genuine and each is the legal,  valid and binding  obligation
of the maker  thereof,  enforceable  in all  respects  in  accordance  with its terms  subject to  principles  of  equity,  bankruptcy,
insolvency and other laws of general application  affecting the rights of creditors,  and the Company has taken all action necessary to
transfer such rights of  enforceability  to the Purchaser.  All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the  Mortgage.  The Mortgage Loan  Documents are on forms
acceptable  to Fannie Mae and FHLMC.  The Mortgage  Note and the  Mortgage  have been duly and properly  executed by such  parties.  No
fraud,  error,  omission,  misrepresentation,  negligence or similar  occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the  Mortgagor,  or on the part of any other party  involved in the  origination  or servicing of the Mortgage Loan.
The proceeds of the Mortgage Loan have been fully  disbursed and there is no requirement for future  advances  thereunder,  and any and
all  requirements as to completion of any on-site or off-site  improvements  and as to  disbursements of any escrow funds therefor have
been  complied  with.  All costs,  fees and expenses  incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

         (l) The Company is the sole owner and holder of the Mortgage Loan and the  indebtedness  evidenced by the Mortgage Note.  Upon
the sale of the Mortgage  Loan to the  Purchaser,  the Company will retain the Mortgage  File or any part thereof with respect  thereto
not delivered to the Purchaser or the  Purchaser's  designee in trust only for the purpose of servicing and  supervising  the servicing
of the Mortgage Loan.  Immediately  prior to the transfer and assignment to the  Purchaser,  the Mortgage Loan,  including the Mortgage
Note and the Mortgage, were not subject to an assignment,  sale or pledge to any person other than Purchaser,  and the Company had good
and  marketable  title to and was the sole owner  thereof and had full right to transfer  and sell the Mortgage  Loan to the  Purchaser
free and clear of any  encumbrance,  equity,  lien,  pledge,  charge,  claim or security  interest and has the full right and authority
subject to no interest or  participation  of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage  Loan,  the Purchaser  will own such Mortgage Loan free and clear of any  encumbrance,
equity,  participation  interest,  lien, pledge,  charge,  claim or security interest.  The Company intends to relinquish all rights to
possess,  control  and  monitor  the  Mortgage  Loan,  except for the  purposes of  servicing  the  Mortgage  Loan as set forth in this
Agreement.  After  the  related  Closing  Date,  the  Company  will not have any  right to modify or alter the terms of the sale of the
Mortgage  Loan and the Company will not have any  obligation or right to repurchase  the Mortgage Loan or substitute  another  Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

         (m) Each Mortgage Loan is covered by an ALTA lender's title  insurance  policy or other  generally  acceptable  form of policy
or insurance  acceptable to Fannie Mae or FHLMC  (including  adjustable  rate  endorsements),  issued by a title insurer  acceptable to
Fannie Mae or FHLMC and qualified to do business in the  jurisdiction  where the Mortgaged  Property is located,  insuring  (subject to
the exceptions  contained in (j)(1), (2) and (3) above) the Company,  its successors and assigns,  as to the first priority lien of the
Mortgage in the original  principal  amount of the Mortgage Loan and against any loss by reason of the  invalidity or  unenforceability
of the lien  resulting  from the  provisions  of the  Mortgage  providing  for  adjustment  in the Mortgage  Interest  Rate and Monthly
Payment.  Where  required  by state law or  regulation,  the  Mortgagor  has been given the  opportunity  to choose the  carrier of the
required  mortgage title  insurance.  The Company,  its successors  and assigns,  is the sole insured of such lender's title  insurance
policy,  such title  insurance  policy has been duly and validly  endorsed to the  Purchaser or the  assignment to the Purchaser of the
Company's  interest  therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full  force and  effect  and will be in full  force and  effect  upon the  consummation  of the  transactions  contemplated  by this
Agreement.  No claims  have been made under such  lender's  title  insurance  policy,  and no prior  holder or  servicer of the related
Mortgage,  including the Company,  nor any  Mortgagor,  has done, by act or omission,  anything which would impair the coverage of such
lender's title insurance policy;

         (n) There is no default,  breach,  violation or event of  acceleration  existing  under the  Mortgage or the related  Mortgage
Note and no event which,  with the passage of time or with notice and the  expiration of any grace or cure period,  would  constitute a
default, breach,  violation or event permitting acceleration;  and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;

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

         (p) All  improvements  subject to the Mortgage  which were  considered in  determining  the  appraised  value of the Mortgaged
Property lie wholly within the  boundaries  and building  restriction  lines of the  Mortgaged  Property (and wholly within the project
with respect to a condominium  unit) and no  improvements  on adjoining  properties  encroach upon the Mortgaged  Property except those
which are insured  against by the title insurance  policy  referred to in clause (m) above and all  improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;

         (q) Each  Mortgage Loan was  originated  by or for the Company  pursuant to, and conforms  with,  the  Company's  underwriting
guidelines  attached as Exhibit H hereto.  The Mortgage Loan bears interest at an adjustable  rate (if  applicable) as set forth in the
related  Mortgage Loan Schedule,  and Monthly  Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage  contains the usual and enforceable  provisions of the Company at the time of origination for the  acceleration of the payment
of the unpaid  principal  amount of the  Mortgage  Loan if the  related  Mortgaged  Property is sold  without the prior  consent of the
mortgagee thereunder;

         (r) The Mortgaged  Property is not subject to any material  damage.  At  origination of the Mortgage Loan there was not, since
origination  of the  Mortgage  Loan  there  has not  been,  and there  currently  is no  proceeding  pending  for the total or  partial
condemnation  of the  Mortgaged  Property.  The Company has not  received  notification  that any such  proceedings  are  scheduled  to
commence at a future date;

         (s) The related  Mortgage  contains  customary  and  enforceable  provisions  such as to render the rights and remedies of the
holder  thereof  adequate  for the  realization  against the  Mortgaged  Property of the  benefits of the  security  provided  thereby,
including,  (1) in the  case  of a  Mortgage  designated  as a deed  of  trust,  by  trustee's  sale,  and (2)  otherwise  by  judicial
foreclosure.  There is no homestead or other  exemption  available to the Mortgagor  which would  interfere  with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

         (t) If the Mortgage  constitutes a deed of trust, a trustee,  authorized  and duly qualified if required under  applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage,  and no fees or expenses,  except as
may be  required  by local  law,  are or will  become  payable  by the  Purchaser  to the  trustee  under the deed of trust,  except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;

         (u) The Mortgage  File  contains an  appraisal of the related  Mortgaged  Property  signed prior to the final  approval of the
mortgage  loan  application  by a Qualified  Appraiser,  approved by the  Company,  who had no  interest,  direct or  indirect,  in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the  Mortgage  Loan,  and the  appraisal  and  appraiser  both satisfy the  requirements  of Fannie Mae or FHLMC and Title XI of the
Federal Institutions Reform,  Recovery,  and Enforcement Act of 1989 and the regulations  promulgated  thereunder,  all as in effect on
the date the Mortgage Loan was originated.  The appraisal is in a form acceptable to Fannie Mae or FHLMC;

         (v) All parties which have had any interest in the Mortgage,  whether as mortgagee,  assignee,  pledgee or otherwise, are (or,
during the period in which they held and disposed of such  interest,  were) (A) in  compliance  with any and all  applicable  licensing
requirements  of the laws of the state wherein the Mortgaged  Property is located,  and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state,  or (3) federal  savings and loan  associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

         (w) The  related  Mortgage  Note is not and has not been  secured  by any  collateral  except  the  lien of the  corresponding
Mortgage and the security  interest of any applicable  security  agreement or chattel  mortgage  referred to above and such  collateral
does not serve as security for any other obligation;

         (x) The Mortgagor has received and has executed,  where applicable,  all disclosure  materials required by applicable law with
respect to the making of such mortgage loans;

         (y) The Mortgage Loan does not contain balloon or "graduated  payment"  features.  Unless  otherwise  indicated on the related
Mortgage Loan Schedule, no Mortgage Loan is subject to a buydown agreement or contains any buydown provision;

         (z) The  Mortgagor  is not in  bankruptcy  and,  the  Mortgagor  is not  insolvent  and the  Company has no  knowledge  of any
circumstances  or conditions with respect to the Mortgage,  the Mortgaged  Property,  the Mortgagor or the Mortgagor's  credit standing
that could  reasonably be expected to cause  investors to regard the Mortgage Loan as an  unacceptable  investment,  cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

         (aa) Each Mortgage Loan bears  interest  based upon a thirty (30) day month and a three hundred and sixty (360) day year.  The
Mortgage  Loans have an original  term to maturity of not more than thirty (30) years,  with  interest  payable in arrears on the first
day of each month. As to each adjustable rate Mortgage Loan, on each  applicable  Adjustment  Date, the Mortgage  Interest Rate will be
adjusted to equal the sum of the Index,  plus the applicable  Margin;  provided,  that the Mortgage  Interest Rate, on each  applicable
Adjustment  Date,  will not  increase by more than the  Initial  Rate Cap or Periodic  Rate Cap, as  applicable.  Over the term of each
adjustable  rate  Mortgage  Loan,  the Mortgage  Interest  Rate will not exceed such  Mortgage  Loan's  Lifetime  Rate Cap. None of the
Mortgage Loans are  "interest-only"  Mortgage Loans or "negative  amortization"  Mortgage  Loans.  With respect to each adjustable rate
Mortgage Loan,  each Mortgage Note requires a monthly  payment which is sufficient (a) during the period prior to the first  adjustment
to the Mortgage  Interest Rate, to fully amortize the original  principal balance over the original term thereof and to pay interest at
the related  Mortgage  Interest  Rate,  and (b) during the period  following each  Adjustment  Date, to fully amortize the  outstanding
principal  balance as of the first day of such period over the then  remaining  term of such  Mortgage  Note and to pay interest at the
related  Mortgage  Interest Rate. With respect to each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage
Interest Rate changes on an Adjustment  Date, the then  outstanding  principal  balance will be reamortized  over the remaining life of
the Mortgage  Loan. No Mortgage Loan contains  terms or provisions  which would result in negative  amortization.  None of the Mortgage
Loans contain a conversion  feature which would cause the Mortgage Loan  interest  rate to convert to a fixed  interest  rate.  None of
the Mortgage Loans are considered agricultural loans;

         (bb)  (INTENTIONALLY LEFT BLANK)

         (cc)  (INTENTIONALLY LEFT BLANK)

         (dd)  (INTENTIONALLY LEFT BLANK)

         (ee)  (INTENTIONALLY LEFT BLANK)

         (ff)  (INTENTIONALLY LEFT BLANK)

         (gg) (INTENTIONALLY LEFT BLANK)

         (hh)     In the event the Mortgage Loan had an LTV at origination  greater than 80.00%, the excess of the principal balance of
the Mortgage  Loan over 75.0% of the  Appraised  Value of the Mortgaged  Property  with respect to a Refinanced  Mortgage  Loan, or the
lesser of the Appraised  Value or the purchase  price of the  Mortgaged  Property  with respect to a purchase  money  Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified  Insurer.  No Mortgage Loan has an LTV over
95%. All provisions of such Primary  Mortgage  Insurance  Policy have been and are being  complied  with,  such policy is in full force
and effect,  and all premiums due thereunder have been paid. No Mortgage Loan requires  payment of such premiums,  in whole or in part,
by the  Purchaser.  No action,  inaction,  or event has occurred and no state of facts exists that has, or will result in the exclusion
from,  denial of, or defense to coverage.  Any Mortgage Loan subject to a Primary  Mortgage  Insurance  Policy  obligates the Mortgagor
thereunder to maintain the Primary  Mortgage  Insurance  Policy,  subject to state and federal law, and to pay all premiums and charges
in  connection  therewith.  No action has been taken or failed to be taken,  on or prior to the Closing Date which has resulted or will
result in an  exclusion  from,  denial of, or defense to coverage  under any Primary  Mortgage  Insurance  Policy  (including,  without
limitation,  any exclusions,  denials or defenses which would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of actions,  representations,  errors, omissions,  negligence,
or fraud of the Company or the  Mortgagor,  or for any other reason under such  coverage;  The mortgage  interest rate for the Mortgage
Loan as set forth on the related  Mortgage Loan Schedule is net of any such insurance  premium.  None of the Mortgage Loans are subject
to "lender-paid" mortgage insurance;

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

         (jj)     Unless  otherwise  indicated on the related  Mortgage  Loan  Schedule,  none of the Mortgage  Loans are secured by an
interest in a leasehold  estate.  The Mortgaged  Property is located in the state  identified in the related Mortgage Loan Schedule and
consists of a single parcel of real property with a detached  single family  residence  erected  thereon,  or a townhouse,  or a two-to
four-family dwelling,  or an individual  condominium unit in a condominium project, or an individual unit in a planned unit development
or a de minimis planned unit development,  provided,  however, that no residence or dwelling is a single parcel of real property with a
manufactured home not affixed to a permanent foundation,  or a mobile home. Any non-warrantable  condominium unit,  condominium unit or
planned unit  development  conforms  with the  Company's  underwriting  guidelines.  As of the date of  origination,  no portion of any
Mortgaged  Property was used for commercial  purposes,  and since the Origination Date, no portion of any Mortgaged  Property has been,
or currently is, used for commercial purposes;

         (kk)     Payments on the Mortgage  Loan  commenced no more than sixty (60) days after the funds were  disbursed in  connection
with the  Mortgage  Loan.  The  Mortgage  Note is  payable  on the first day of each month in monthly  installments  of  principal  and
interest,  which  installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest  calculated  and payable in arrears.  Each of the Mortgage  Loans will amortize  fully by the stated  maturity  date,  over an
original term of not more than thirty years from commencement of amortization;

         (ll)     As of the Closing Date of the Mortgage Loan, the Mortgage  Property was lawfully  occupied under  applicable law, and
all  inspections,  licenses  and  certificates  required to be made or issued with respect to all  occupied  portions of the  Mortgaged
Property  and,  with respect to the use and  occupancy of the same,  including  but not limited to  certificates  of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;

         (mm)     There is no pending  action or proceeding  directly  involving the Mortgaged  Property in which  compliance  with any
environmental  law, rule or regulation is an issue;  there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property;  and the Company has not received any notice of any environmental  hazard on the Mortgaged Property and nothing
further  remains to be done to satisfy in full all  requirements  of each such law, rule or regulation  constituting a prerequisite  to
use and enjoyment of said property;

         (nn)     The  Mortgagor has not notified the Company,  and the Company has no knowledge of any relief  requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

         (oo)     No Mortgage  Loan is a  construction  or  rehabilitation  Mortgage  Loan or was made to  facilitate  the  trade-in or
exchange of a Mortgaged Property;

         (pp)     The Mortgagor for each Mortgage Loan is a natural person;

         (qq)     None of the Mortgage Loans are Co-op Loans;

         (rr)     With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;


         (ss)     With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged  Property securing such Mortgage
Loan was at least equal to 80 percent of the  original  principal  balance of such  Mortgage  Loan at the time such  Mortgage  Loan was
originated or (ii) (a) the Mortgage  Loan is only secured by the Mortgage  Property and (b)  substantially  all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property.  For the purposes of the preceding sentence,  if the
Mortgage Loan has been significantly  modified other than as a result of a default or a reasonable  foreseeable  default,  the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;

         (tt) The Mortgage Loan was originated by a mortgagee  approved by the Secretary of Housing and Urban  Development  pursuant to
sections 203 and 211 of the National  Housing Act, a savings and loan  association,  a savings bank, a commercial  bank,  credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;

         (uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

     (vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
     outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
     notices, and such adjustments do not and will not affect the priority of the Mortgage lien.  With respect to each Mortgage Loan
     which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
     interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage; and


         (ww) Each Mortgage Note,  each Mortgage,  each Assignment and any other  documents  required  pursuant to this Agreement to be
delivered to the Purchaser or its designee,  or its assignee for each Mortgage Loan,  have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee.

         Section 3.03      Repurchase; Substitution.

         It is understood  and agreed that the  representations  and  warranties  set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage  Loans and delivery of the Mortgage  Loan  Documents to the  Purchaser,  or its  designee,  and shall inure to the
benefit of the  Purchaser,  notwithstanding  any  restrictive  or qualified  endorsement  on any  Mortgage  Note or  Assignment  or the
examination,  or lack of  examination,  of any Mortgage File.  Upon discovery by either the Company or the Purchaser of a breach of any
of the  foregoing  representations  and  warranties  which  materially  and  adversely  affects the value of the Mortgage  Loans or the
interest of the Purchaser in any Mortgage Loan, the party  discovering  such breach shall give prompt written notice to the other.  The
Company  shall have a period of sixty (60) days from the earlier of its  discovery  or its receipt of notice of any such breach  within
which to correct or cure such  breach.  The Company  hereby  covenants  and agrees that if any such  breach is not  corrected  or cured
within such sixty day period,  the Company  shall,  at the  Purchaser's  option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach,  repurchase  such Mortgage Loan at the Repurchase  Price or, with the  Purchaser's  prior consent
and at  Purchaser's  sole option,  substitute a Mortgage  Loan as provided  below.  In the event that any such breach shall involve any
representation  or warranty  set forth in Section  3.01,  and such breach is not cured  within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach,  all Mortgage Loans shall, at the option of the Purchaser,  be repurchased by the
Company at the  Repurchase  Price.  Any such  repurchase  shall be  accomplished  by wire transfer of  immediately  available  funds to
Purchaser in the amount of the Repurchase Price.

         If the  Company is required to  repurchase  any  Mortgage  Loan  pursuant to this  Section  3.03,  the Company  may,  with the
Purchaser's  prior  consent  and at  Purchaser's  sole  option,  within  ninety (90) days from the related  Closing  Date,  remove such
defective  Mortgage Loan from the terms of this Agreement and  substitute  another  mortgage loan for such defective  Mortgage Loan, in
lieu of  repurchasing  such  defective  Mortgage  Loan.  Any  substitute  Mortgage  Loan is subject  to  Purchaser  acceptability.  Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date

         The Company shall amend the related  Mortgage Loan Schedule to reflect the  withdrawal of the removed  Mortgage Loan from this
Agreement and the  substitution  of such  substitute  Mortgage  Loan  therefor.  Upon such  amendment,  the Purchaser  shall review the
Mortgage File delivered to it relating to the substitute  Mortgage Loan. In the event of such a substitution,  accrued  interest on the
substitute  Mortgage Loan for the month in which the substitution  occurs and any Principal  Prepayments made thereon during such month
shall be the property of the Purchaser  and accrued  interest for such month on the Mortgage  Loan for which the  substitution  is made
and any  Principal  Prepayments  made  thereon  during such month shall be the  property of the  Company.  The  principal  payment on a
substitute  Mortgage  Loan due on the Due Date in the month of  substitution  shall be the  property of the  Company and the  principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

         For any month in which the Company is  permitted  to  substitute  one or more  substitute  Mortgage  Loans,  the Company  will
determine the amount (if any) by which the aggregate  Stated  Principal  Balance  (after  application  of the principal  portion of all
scheduled  payments due in the month of  substitution)  of all the substitute  Mortgage Loans in the month of substitution is less then
the aggregate  Stated  Principal  Balance  (after  application  of the principal  portion of the scheduled  payment due in the month of
substitution)  of the such replaced  Mortgage  Loan. An amount equal to the aggregate of such  deficiencies  described in the preceding
sentence for any Remittance  Date shall be deposited  into the Custodial  Account by the Company on the related  Determination  Date in
the month following the calendar month during which the substitution occurred.

         It is  understood  and agreed that the  obligation  of the  Company  set forth in this  Section  3.03 to cure,  repurchase  or
substitute  for a defective  Mortgage Loan, and to indemnify  Purchaser  pursuant to Section 8.01,  constitute the sole remedies of the
Purchaser  respecting a breach of the foregoing  representations  and warranties.  If the Company fails to repurchase or substitute for
a defective  Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective  Mortgage Loan to Purchaser's  reasonable
satisfaction in accordance with this Section 3.03, or to indemnify  Purchaser  pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser  shall be entitled to pursue all remedies  available in this Agreement as a result  thereof.  No provision
of this paragraph  shall affect the rights of the Purchaser to terminate  this Agreement for cause,  as set forth in Sections 10.01 and
11.01.

         Any cause of action against the Company  relating to or arising out of the breach of any  representations  and warranties made
in Sections  3.01 and 3.02 shall  accrue as to any  Mortgage  Loan upon (i) the earlier of  discovery  of such breach by the Company or
notice  thereof by the Purchaser to the Company,  (ii) failure by the Company to cure such breach or  repurchase  such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

         In the event that any Mortgage  Loan is held by a REMIC,  notwithstanding  any  contrary  provision  of this  Agreement,  with
respect to any  Mortgage  Loan that is not in default or as to which no default is imminent,  no  substitution  pursuant to  Subsection
3.03 shall be made after the  applicable  REMIC's  "start up day" (as defined in Section  860G(a) (9) of the Code),  unless the Company
has obtained an Opinion of Counsel to the effect that such  substitution  will not (i) result in the imposition of taxes on "prohibited
transactions"  of such REMIC (as defined in Section  860F of the Code) or  otherwise  subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.

         Section 3.04      Representations and Warranties of the Purchaser.

         The Purchaser  represents,  warrants and  convenants  to the Company  that, as of the related  Closing Date or as of such date
specifically provided herein:

(a)      The  Purchaser  is a  corporation,  dully  organized  validly  existing  and in good  standing  under the laws of the State of
Delaware and is qualified to transact  business in, is in good standing  under the laws of, and  possesses  all licenses  necessary for
the conduct of its business in, each state in which any  Mortgaged  Property is located or is  otherwise  except or not required  under
applicable law to effect such qualification or license;

(b)      The  Purchaser  has full power and  authority to hold each  Mortgage  Loan,  to purchase  each  Mortgage Loan pursuant to this
Agreement  and the  related  Term Sheet and to  execute,  deliver  and  perform,  and to enter  into and  consummate  all  transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently  conducted,  has duly authorized the
execution,  delivery and  performance of this Agreement and the related Term Sheet,  has duly executed and delivered this Agreement and
the related Term Sheet;

         (c)      None of the execution and delivery of this Agreement and the related Term Sheet,  the purchase of the Mortgage Loans,
the consummation of the  transactions  contemplated  hereby,  or the fulfillment of or compliance with the terms and conditions of this
Agreement  and the related Term Sheet will conflict with any of the terms,  conditions  or  provisions  of the  Purchaser's  charter or
by-laws  or  materially  conflict  with or result in a material  breach of any of the  terms,  conditions  or  provisions  of any legal
restriction  or any agreement or  instrument to which the Purchaser is now a party or by which it is bound,  or constitute a default or
result in an  acceleration  under any of the  foregoing,  or result in the material  violation  of any law,  rule,  regulation,  order,
judgment or decree to which the Purchaser or its property is subject;

         (d)      There is no litigation pending or to the best of the Purchaser's knowledge,  threatened with respect to the Purchaser
which is reasonably  likely to have a material adverse effect on the purchase of the related  Mortgage Loans,  the execution,  delivery
or  enforceability  of this Agreement and the related Term Sheet,  or which is reasonably  likely to have a material  adverse effect on
the financial condition of the Purchaser;

         (e)      No  consent,  approval,  authorization  or order of any  court or  governmental  agency or body is  required  for the
execution,  delivery and  performance  by the  Purchaser of or compliance  by the  Purchaser  with this  Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the  consummation of the transactions  contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;

         (f)      The  consummation  of the  transactions  contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;

         (h)      The Purchaser  will treat the purchase of the Mortgage  Loans from the Company as a purchase for  reporting,  tax and
accounting purposes; and

         (i)      The  Purchaser  does not believe,  nor does it have any cause or reason to believe,  that it cannot  perform each and
every of its covenants contained in this Agreement and the related Term Sheet.

         The Purchaser shall indemnify the Company and hold it harmless against any claims,  proceedings,  losses, damages,  penalties,
fines,  forfeitures,  reasonable and necessary legal fees and related costs,  judgments,  and other costs and expenses resulting from a
breach by the Purchaser of the  representations  and  warranties  contained in this Section 3.04. It is understood  and agreed that the
obligations  of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided  herein  constitute  the sole remedies
of the Seller respecting a breach of the foregoing representations and warranties.


                                                              ARTICLE IV

                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 4.01      Company to Act as Servicer.

         The Company,  as independent  contract  servicer,  shall service and  administer  the Mortgage  Loans in accordance  with this
Agreement and the related Term Sheet and with Accepted Servicing Practices,  and shall have full power and authority,  acting alone, to
do or cause to be done any and all things in connection  with such  servicing and  administration  which the Company may deem necessary
or desirable and  consistent  with the terms of this  Agreement and the related Term Sheet and with  Accepted  Servicing  Practices and
exercise the same care that it  customarily  employs for its own account.  Except as set forth in this  Agreement  and the related Term
Sheet,  the Company  shall  service the Mortgage  Loans in strict  compliance  with the  servicing  provisions of the Fannie Mae Guides
(special  servicing  option),  which include,  but are not limited to,  provisions  regarding the  liquidation of Mortgage  Loans,  the
collection of Mortgage Loan payments,  the payment of taxes,  insurance and other charges,  the maintenance of hazard  insurance with a
Qualified  Insurer,  the  maintenance  of mortgage  impairment  insurance,  the  maintenance  of fidelity bond and errors and omissions
insurance,  inspections,  the restoration of Mortgaged  Property,  the maintenance of Primary Mortgage  Insurance  Policies,  insurance
claims,  the title,  management  and  disposition  of REO Property,  permitted  withdrawals  with respect to REO Property,  liquidation
reports,  and reports of  foreclosures  and  abandonments of Mortgaged  Property,  the transfer of Mortgaged  Property,  the release of
Mortgage  Files,  annual  statements,  and  examination  of records and  facilities.  In the event of any  conflict,  inconsistency  or
discrepancy  between any of the servicing  provisions of this Agreement and the related Term Sheet and any of the servicing  provisions
of the Fannie Mae Guides,  the  provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser
and the Company.

         Consistent  with the terms of this  Agreement  and the related Term Sheet,  the Company may waive,  modify or vary any term of
any  Mortgage  Loan or consent to the  postponement  of any such term or in any manner  grant  indulgence  to any  Mortgagor  if in the
Company's reasonable and prudent determination such waiver,  modification,  postponement or indulgence is not materially adverse to the
Purchaser,  provided,  however, that unless the Company has obtained the prior written consent of the Purchaser,  the Company shall not
permit any  modification  with respect to any Mortgage Loan that would change the Mortgage  Interest  Rate,  defer for more than ninety
days or forgive any payment of  principal  or  interest,  reduce or  increase  the  outstanding  principal  balance  (except for actual
payments of principal) or change the final  maturity date on such Mortgage Loan. In the event of any such  modification  which has been
agreed to in writing by the  Purchaser  and which  permits the deferral of interest or principal  payments on any  Mortgage  Loan,  the
Company  shall,  on the Business Day  immediately  preceding the  Remittance  Date in any month in which any such principal or interest
payment has been  deferred,  deposit in the Custodial  Account from its own funds,  in accordance  with Section  4.04,  the  difference
between (a) such month's  principal and one month's  interest at the Mortgage Loan Remittance Rate on the unpaid  principal  balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor.  The Company shall be entitled to  reimbursement  for such advances to the
same extent as for all other advances  pursuant to Section 4.05.  Without  limiting the generality of the foregoing,  the Company shall
continue,  and is hereby authorized and empowered,  to prepare,  execute and deliver,  all instruments of satisfaction or cancellation,
or of partial or full release,  discharge and all other comparable instruments,  with respect to the Mortgage Loans and with respect to
the Mortgaged Properties.  Notwithstanding  anything herein to the contrary,  the Company may not enter into a forbearance agreement or
similar  arrangement  with respect to any Mortgage  Loan which runs more than 180 days after the first  delinquent  Due Date.  Any such
agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.

         Notwithstanding  anything to the contrary contained in this Agreement,  the Company shall not make or permit any modification,
waiver or amendment of any term of any  Mortgage  Loan that would cause any REMIC  created  under the trust  agreement  pursuant to any
Reconstitution  to fail to qualify as a REMIC or result in the  imposition of any tax under Section  860F(a) or Section  860G(d) of the
Code.

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

         In servicing  and  administering  the Mortgage  Loans,  the Company  shall employ  Accepted  Servicing  Practices,  giving due
consideration  to the  Purchaser's  reliance on the Company.  Unless a different time period is stated in this Agreement or the related
Term  Sheet,  Purchaser  shall be  deemed  to have  given  consent  in  connection  with a  particular  matter  if  Purchaser  does not
affirmatively  grant or deny consent  within five (5)  Business  Days from the date  Purchaser  receives a second  written  request for
consent for such matter from Company as servicer.

         The Mortgage Loans may be subserviced  by a Subservicer  on behalf of the Company  provided that the  Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact  business,  and licensed to service
mortgage  loans,  in the state or states where the related  Mortgaged  Properties it is to service are  situated,  if and to the extent
required by applicable law to enable the Subservicer to perform its obligations  hereunder and under the  Subservicing  Agreement,  and
in either case shall be a FHLMC or Fannie Mae approved  mortgage  servicer in good standing,  and no event has occurred,  including but
not limited to a change in  insurance  coverage,  which would make it unable to comply with the  eligibility  requirements  for lenders
imposed by Fannie Mae or for  seller/servicers  imposed by Fannie Mae or FHLMC,  or which would require  notification  to Fannie Mae or
FHLMC.  In addition,  each  Subservicer  will obtain and preserve its  qualifications  to do business as a foreign  corporation and its
licenses to service  mortgage loans, in each  jurisdiction  in which such  qualifications  and/or licenses are or shall be necessary to
protect the validity and  enforceability  of this  Agreement,  or any of the Mortgage Loans and to perform or cause to be performed its
duties  under the related  Subservicing  Agreement.  The Company may perform any of its  servicing  responsibilities  hereunder  or may
cause the  Subservicer  to perform any such servicing  responsibilities  on its behalf,  but the use by the Company of the  Subservicer
shall not release the Company from any of its  obligations  hereunder and the Company shall remain  responsible  hereunder for all acts
and  omissions of the  Subservicer  as fully as if such acts and  omissions  were those of the Company.  The Company shall pay all fees
and expenses of the  Subservicer  from its own funds,  and the  Subservicer's  fee shall not exceed the  Servicing  Fee.  Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.

         At the cost and expense of the Company,  without any right of reimbursement from the Custodial  Account,  the Company shall be
entitled  to  terminate  the rights and  responsibilities  of the  Subservicer  and arrange for any  servicing  responsibilities  to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph,  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Company,  at the  Company's  option,  from  electing to service the related  Mortgage
Loans itself.  In the event that the Company's  responsibilities  and duties under this  Agreement are  terminated  pursuant to Section
4.13,  8.04,  9.01 or 10.01 and if requested to do so by the  Purchaser,  the Company  shall at its own cost and expense  terminate the
rights and  responsibilities  of the  Subservicer  effective as of the date of  termination  of the Company.  The Company shall pay all
fees, expenses or penalties  necessary in order to terminate the rights and  responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.

         Notwithstanding  any of the provisions of this Agreement  relating to agreements or  arrangements  between the Company and the
Subservicer or any reference  herein to actions taken through the  Subservicer  or otherwise,  the Company shall not be relieved of its
obligations  to the  Purchaser  and shall be obligated to the same extent and under the same terms and  conditions  as if it alone were
servicing and  administering  the Mortgage  Loans.  The Company shall be entitled to enter into an agreement with the  Subservicer  for
indemnification  of the Company by the  Subservicer  and nothing  contained in this  Agreement  shall be deemed to limit or modify such
indemnification.  The Company will indemnify and hold  Purchaser  harmless from any loss,  liability or expense  arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

         Any  Subservicing  Agreement and any other  transactions or services  relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the  Subservicer and Company alone,  and the Purchaser  shall have no obligations,  duties or liabilities
with respect to the Subservicer  including no obligation,  duty or liability of Purchaser to pay the  Subservicer's  fees and expenses.
For purposes of distributions  and advances by the Company  pursuant to this Agreement,  the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.

         Section 4.02      Collection of Mortgage Loan Payments.

         Continuously  from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement,  the Company will
proceed  diligently to collect all payments due under each  Mortgage Loan when the same shall become due and payable and shall,  to the
extent such procedures  shall be consistent  with this Agreement,  Accepted  Servicing  Practices,  and the terms and provisions of any
related Primary Mortgage  Insurance Policy,  follow such collection  procedures as it follows with respect to mortgage loans comparable
to the  Mortgage  Loans and held for its own account.  Further,  the Company will take  special  care in  ascertaining  and  estimating
annual  escrow  payments,  and all other  charges  that,  as  provided  in the  Mortgage,  will  become  due and  payable,  so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

         In no event will the  Company  waive its right to any  prepayment  penalty or premium  without  the prior  written  consent of
Purchaser  and Company  will use  diligent  efforts to collect same when due except as  otherwise  provided in the  prepayment  penalty
provisions provided in the Mortgage Loan Documents.

         Section 4.03      Realization Upon Defaulted Mortgage

         The Company shall use its best efforts,  consistent  with the procedures that the Company would use in servicing loans for its
own  account,  consistent  with  Accepted  Servicing  Practices,  any Primary  Mortgage  Insurance  Policies  and the best  interest of
Purchaser,  to foreclose upon or otherwise  comparably convert the ownership of properties  securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory  arrangements can be made for collection of delinquent  payments  pursuant
to  Section  4.01.  Foreclosure  or  comparable  proceedings  shall be  initiated  within  ninety  (90) days of default  for  Mortgaged
Properties for which no satisfactory  arrangements can be made for collection of delinquent payments,  subject to state and federal law
and  regulation.  The Company shall use its best efforts to realize upon  defaulted  Mortgage Loans in such manner as will maximize the
receipt of principal and interest by the Purchaser,  taking into account,  among other things,  the timing of foreclosure  proceedings.
The foregoing is subject to the  provisions  that, in any case in which a Mortgaged  Property shall have suffered  damage,  the Company
shall not be required to expend its own funds toward the  restoration of such property  unless it shall determine in its discretion (i)
that such restoration  will increase the proceeds of liquidation of the related  Mortgage Loan to the Purchaser after  reimbursement to
itself for such  expenses,  and (ii) that such expenses will be recoverable by the Company  through  Insurance  Proceeds or Liquidation
Proceeds from the related  Mortgaged  Property,  as contemplated  in Section 4.05.  Company shall obtain prior approval of Purchaser as
to repair or restoration  expenses in excess of ten thousand  dollars  ($10,000).  The Company shall notify the Purchaser in writing of
the  commencement  of  foreclosure  proceedings  and not  less  than 5 days  prior  to the  acceptance  or  rejection  of any  offer of
reinstatement.  The Company  shall be  responsible  for all costs and expenses  incurred by it in any such  proceedings  or  functions;
provided,  however,  that it shall be entitled to  reimbursement  thereof from the related  property,  as contemplated in Section 4.05.
Notwithstanding  anything to the contrary  contained  herein,  in  connection  with a  foreclosure  or  acceptance of a deed in lieu of
foreclosure,  in the event the Company has reasonable cause to believe that a Mortgaged  Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser  otherwise requests an environmental  inspection or review of such Mortgaged  Property,  such
an inspection or review is to be conducted by a qualified  inspector at the  Purchaser's  expense.  Upon  completion of the inspection,
the  Company  shall  promptly  provide the  Purchaser  with a written  report of the  environmental  inspection.  After  reviewing  the
environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as  servicer of any  Mortgage  Loan which  becomes  ninety (90) days or greater  delinquent  in payment of a scheduled  Monthly
Payment,  without  payment of any termination fee with respect  thereto,  provided that the Company shall on the date said  termination
takes  effect be  reimbursed  for any  unreimbursed  Monthly  Advances of the  Company's  funds made  pursuant to Section  5.03 and any
unreimbursed  Servicing  Advances and Servicing Fees in each case relating to the Mortgage Loan  underlying  such  delinquent  Mortgage
Loan  notwithstanding  anything to the contrary set forth in Section  4.05.  In the event of any such  termination,  the  provisions of
Section 11.01 hereof shall apply to said  termination  and the transfer of servicing  responsibilities  with respect to such delinquent
Mortgage Loan to the Purchaser or its designee.

         If a REMIC  election has been made with respect to the  arrangement  under which the Mortgage Loans and REO Property are held,
the  Company  shall not take any  action,  cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC  Provisions,  if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC  (including but not limited to the tax on  "prohibited  transactions"  as defined
Section  860G(a)(2) of the Code and the tax on  "contributions"  to a REMIC set forth in Section 860(D) of the Code) unless the Company
has  received  an Opinion of Counsel  (at the expense of the party  seeking to take such  action) to the effect  that the  contemplated
action will not endanger such REMIC status or result in the imposition of any such tax.

         Section 4.04      Establishment of Custodial Accounts; Deposits in Custodial Accounts.

         The Company shall segregate and hold all funds  collected and received  pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial  Accounts.  The Custodial  Account shall
be an Eligible  Account.  Funds shall be  deposited  in the  Custodial  Account  within 48 hours of receipt,  and shall at all times be
insured by the FDIC up to the FDIC insurance  limits,  or must be invested in Permitted  Investments  for the benefit of the Purchaser.
Funds  deposited  in the  Custodial  Account  may be drawn on by the Company in  accordance  with  Section  4.05.  The  creation of any
Custodial  Account  shall be  evidenced  by a letter  agreement  in the form shown in Exhibit B hereto.  The  original  of such  letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

         The  Company  shall  deposit in the  Custodial  Account on a daily  basis,  and retain  therein  the  following  payments  and
collections  received or made by it  subsequent  to the Cut-off  Date,  or received by it prior to the Cut-off Date but  allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

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

         (ii)     all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

         (iii)    all Liquidation Proceeds;

         (iv)     any amounts required to be deposited by the Company in connection with any REO Property  pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;

         (v)      all Insurance  Proceeds  including  amounts required to be deposited  pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the  restoration  or repair of the Mortgaged  Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

         (vi)     all  Condemnation  Proceeds  affecting any Mortgaged  Property  which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;

         (vii)    any Monthly Advances;

         (viii)   with respect to each full or partial Principal Prepayment,  any Prepayment Interest Shortfalls,  to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;

         (ix)     any amounts  required to be  deposited  by the Company  pursuant to Section 4.10 in  connection  with the  deductible
clause in any blanket  hazard  insurance  policy,  such  deposit  shall be made from the  Company's  own funds,  without  reimbursement
therefor; and

         (x)      any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

                  The foregoing  requirements for deposit in the Custodial  Account shall be exclusive,  it being understood and agreed
that,  without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the
extent  permitted  by Section  6.01,  need not be  deposited  by the  Company in the  Custodial  Account.  Any  interest  paid on funds
deposited in the Custodial  Account by the depository  institution  shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw  such interest from the Custodial  Account  pursuant to Section 4.05 (iv).  The Purchaser  shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.


         Section 4.05      Permitted Withdrawals From the Custodial Account.

         The Company may, from time to time, withdraw from the Custodial Account for the following purposes:

         (i)      to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

         (ii)     to reimburse  itself for Monthly  Advances,  the Company's right to reimburse  itself pursuant to this subclause (ii)
being limited to amounts received on the related  Mortgage Loan which represent late  collections  (net of the related  Servicing Fees)
of principal  and/or  interest  respecting (or to amounts  received on the related  Mortgage Loan as a whole if the Monthly  Advance is
made due to a shortfall  in a Monthly  Payment made by a Mortgagor  entitled to relief under the Soldiers and Sailors  Civil Relief Act
of 1940) respecting which any such advance was made, it being understood that, in the case of such  reimbursement,  the Company's right
thereto  shall be prior to the rights of the  Purchaser,  except that,  where the Company is required to  repurchase  a Mortgage  Loan,
pursuant to Section  3.03,  the  Company's  right to such  reimbursement  shall be  subsequent  to the payment to the  Purchaser of the
Repurchase  Price  pursuant to such Section and all other amounts  required to be paid to the  Purchaser  with respect to such Mortgage
Loan;

         (iii)    to reimburse itself for unreimbursed  Servicing  Advances and any unpaid Servicing  Fees(or REO  administration  fees
described in Section 4.13),  the Company's  right to reimburse  itself  pursuant to this  subclause  (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation  Proceeds,  Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant  provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;  any recovery shall be made upon liquidation
of the REO Property;

         (iv)     to pay to itself as part of its servicing  compensation  (a) any interest  earned on funds in the  Custodial  Account
(all such interest to be withdrawn  monthly not later than each  Remittance  Date),  and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;

         (v)      to pay to itself with respect to each  Mortgage Loan that has been  repurchased  pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,

         (vi)     to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

         (vii)    to remove funds inadvertently placed in the Custodial Account by the Company;

         (vi)     to clear and terminate the Custodial Account upon the termination of this Agreement; and

(vii)    to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).

         Section 4.06      Establishment of Escrow Accounts; Deposits in Escrow Accounts.

         The Company shall segregate and hold all funds collected and received  pursuant to each Mortgage Loan which constitute  Escrow
Payments  separate  and apart  from any of its own funds and  general  assets  and shall  establish  and  maintain  one or more  Escrow
Accounts.  The Escrow  Account shall be an Eligible  Account.  Funds  deposited in each Escrow Account shall at all times be insured in
a manner to provide  maximum  insurance  under the insurance  limitations  of the FDIC,  or must be invested in Permitted  Investments.
Funds  deposited  in the Escrow  Account may be drawn on by the Company in  accordance  with Section  4.07.  The creation of any Escrow
Account  shall be  evidenced  by a letter  agreement  in the form shown in Exhibit C. The  original of such letter  agreement  shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.

         The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
such items as required under the terms of this Agreement;

         (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

         (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

                  The Company shall make  withdrawals  from the Escrow  Account only to effect such payments as are required under this
Agreement,  and for such other  purposes as shall be as set forth or in accordance  with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository  institution  other than interest on escrowed funds
required by law to be paid to the Mortgagor  and, to the extent  required by law, the Company  shall pay interest on escrowed  funds to
the Mortgagor  notwithstanding  that the Escrow Account is non-interest  bearing or that interest paid thereon is insufficient for such
purposes.  The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.


         Section 4.07      Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by Company only:

         (i)      to effect timely  payments of ground rents,  taxes,  assessments,  water rates,  Primary  Mortgage  Insurance  Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

         (ii)     to reimburse  Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

         (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

         (iv)     for transfer to the Custodial Account in accordance with the terms of this Agreement;

         (v)      for application to restoration or repair of the Mortgaged Property;

         (vi)     to pay to the Company,  or to the Mortgagor to the extent  required by law, any interest paid on the funds  deposited
in the Escrow Account;

         (vii)    to clear and terminate the Escrow Account on the  termination  of this  Agreement.  As part of its servicing  duties,
the Company shall pay to the  Mortgagors  interest on funds in Escrow  Account,  to the extent  required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient,  shall pay such interest from its own funds,  without any reimbursement
therefor; and

         (viii)   to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.

         Section 4.08      Payment of Taxes,  Insurance  and Other  Charges;  Maintenance  of Primary  Mortgage  Insurance  Policies;
         Collections Thereunder.

         With respect to each Mortgage  Loan,  the Company  shall  maintain  accurate  records  reflecting  the status of ground rents,
taxes,  assessments,  water  rates and other  charges  which are or may  become a lien upon the  Mortgaged  Property  and the status of
primary  mortgage  insurance  premiums and fire and hazard  insurance  coverage and shall obtain,  from time to time, all bills for the
payment of such charges,  including  renewal  premiums and shall effect payment thereof prior to the applicable  penalty or termination
date and at a time appropriate for securing maximum  discounts  allowable,  employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been  estimated and  accumulated  by the Company in amounts  sufficient  for such purposes,  as allowed
under the terms of the Mortgage or applicable  law. To the extent that the Mortgage does not provide for Escrow  Payments,  the Company
shall  determine  that any such  payments  are made by the  Mortgagor  at the time they first  become  due.  The Company  assumes  full
responsibility  for the  timely  payment of all such bills and shall  effect  timely  payments  of all such bills  irrespective  of the
Mortgagor's  faithful  performance  in the payment of same or the making of the Escrow  Payments and shall make  advances  from its own
funds to effect such payments.

         The Company will maintain in full force and effect Primary  Mortgage  Insurance  Policies  issued by a Qualified  Insurer with
respect to each Mortgage Loan for which such coverage is herein  required.  Such coverage will be terminated  only with the approval of
Purchaser,  or as  required by  applicable  law or  regulation.  The  Company  will not cancel or refuse to renew any Primary  Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement  unless a replacement  Primary
Mortgage  Insurance  Policy for such  canceled or nonrenewed  policy is obtained  from and  maintained  with a Qualified  Insurer.  The
Company shall not take any action which would result in non-coverage  under any applicable  Primary  Mortgage  Insurance  Policy of any
loss which,  but for the actions of the Company would have been covered  thereunder.  In connection with any assumption or substitution
agreement  entered into or to be entered  into  pursuant to Section  6.01,  the Company  shall  promptly  notify the insurer  under the
related  Primary  Mortgage  Insurance  Policy,  if any, of such assumption or substitution of liability in accordance with the terms of
such policy and shall take all actions which may be required by such insurer as a condition to the  continuation  of coverage under the
Primary  Mortgage  Insurance  Policy.  If such Primary  Mortgage  Insurance  Policy is  terminated  as a result of such  assumption  or
substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

         In  connection  with its  activities  as  servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the insurer under any Private Mortgage  Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance Policy respecting a defaulted  Mortgage Loan.  Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

         Section 4.09      Transfer of Accounts.

         The Company may  transfer  the  Custodial  Account or the Escrow  Account to a different  Eligible  Account from time to time.
Such transfer shall be made only upon  obtaining the prior written  consent of the  Purchaser,  which consent will not be  unreasonably
withheld.

         Section 4.10      Maintenance of Hazard Insurance.

         The Company  shall cause to be  maintained  for each Mortgage  Loan fire and hazard  insurance  with  extended  coverage as is
acceptable  to Fannie Mae or FHLMC and  customary  in the area where the  Mortgaged  Property is located in an amount which is equal to
the  lesser of (i) the  maximum  insurable  value of the  improvements  securing  such  Mortgage  Loan or (ii) the  greater  of (a) the
outstanding  principal  balance of the Mortgage Loan,  and (b) an amount such that the proceeds  thereof shall be sufficient to prevent
the Mortgagor  and/or the mortgagee from becoming a co-insurer.  If required by the Flood Disaster  Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood  insurance  policy  meeting the  requirements  of the current  guidelines of the Federal
Insurance  Administration in effect with an insurance  carrier  acceptable to Fannie Mae or FHLMC, in an amount  representing  coverage
not less than the least of (i) the  outstanding  principal  balance of the  Mortgage  Loan,  (ii) the  maximum  insurable  value of the
improvements  securing  such  Mortgage  Loan or (iii) the maximum  amount of  insurance  which is  available  under the Flood  Disaster
Protection  Act of 1973, as amended.  If at any time during the term of the Mortgage Loan,  the Company  determines in accordance  with
applicable  law and  pursuant to the Fannie Mae Guides that a Mortgaged  Property is located in a special  flood hazard area and is not
covered by flood  insurance or is covered in an amount less than the amount  required by the Flood Disaster  Protection Act of 1973, as
amended,  the Company shall notify the related  Mortgagor that the Mortgagor  must obtain such flood  insurance  coverage,  and if said
Mortgagor  fails to obtain the required flood  insurance  coverage within  forty-five  (45) days after such  notification,  the Company
shall  immediately  force place the required flood  insurance on the  Mortgagor's  behalf.  The Company shall also maintain on each REO
Property,  fire and hazard insurance with extended  coverage in an amount which is at least equal to the maximum insurable value of the
improvements  which are a part of such property,  and, to the extent required and available under the Flood Disaster  Protection Act of
1973, as amended,  flood insurance in an amount as provided above.  Any amounts  collected by the Company under any such policies other
than  amounts to be  deposited  in the Escrow  Account  and  applied to the  restoration  or repair of the  Mortgaged  Property  or REO
Property,  or released to the Mortgagor in accordance with Accepted Servicing  Practices,  shall be deposited in the Custodial Account,
subject to withdrawal  pursuant to Section 4.05. It is understood  and agreed that no other  additional  insurance  need be required by
the  Company of the  Mortgagor  or  maintained  on property  acquired  in respect of the  Mortgage  Loan,  other than  pursuant to this
Agreement,  the Fannie Mae Guides or such  applicable  state or federal  laws and  regulations  as shall at any time be in force and as
shall require such  additional  insurance.  All such policies  shall be endorsed with standard  mortgagee  clauses with loss payable to
the Company and its  successors  and/or  assigns and shall provide for at least thirty days prior written  notice of any  cancellation,
reduction in the amount or material  change in coverage to the Company.  The Company shall not interfere with the  Mortgagor's  freedom
of choice in selecting either his insurance carrier or agent,  provided,  however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.

         Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Company  shall obtain and  maintain a blanket  policy  issued by a Qualified  Insurer  insuring  against
hazard  losses on all of the  Mortgage  Loans,  then,  to the extent such  policy  provides  coverage in an amount  equal to the amount
required pursuant to Section 4.10 and otherwise  complies with all other  requirements of Section 4.10, it shall conclusively be deemed
to have  satisfied  its  obligations  as set forth in Section  4.10,  it being  understood  and agreed  that such  policy may contain a
deductible  clause,  in which case the Company shall, in the event that there shall not have been  maintained on the related  Mortgaged
Property or REO Property a policy  complying  with Section 4.10, and there shall have been a loss which would have been covered by such
policy,  deposit in the  Custodial  Account the amount not  otherwise  payable  under the  blanket  policy  because of such  deductible
clause.  In connection with its activities as servicer of the Mortgage Loans,  the Company agrees to prepare and present,  on behalf of
the Purchaser,  claims under any such blanket policy in a timely fashion in accordance  with the terms of such policy.  Upon request of
the  Purchaser,  the Company shall cause to be delivered to the  Purchaser a certified  true copy of such policy and shall use its best
efforts to obtain a statement  from the insurer  thereunder  that such policy shall in no event be terminated  or  materially  modified
without thirty (30) days' prior written notice to the Purchaser.

         Section 4.12      Fidelity Bond, Errors and Omissions Insurance.

         The Company shall maintain,  at its own expense,  a blanket fidelity bond and an errors and omissions  insurance policy,  with
broad  coverage  with  responsible  companies on all  officers,  employees or other  persons  acting in any capacity with regard to the
Mortgage Loan to handle funds,  money,  documents and papers  relating to the Mortgage  Loan. The Fidelity Bond shall be in the form of
the Mortgage  Banker's Blanket Bond and shall protect and insure the Company against losses,  including  forgery,  theft,  embezzlement
and fraud of such  persons.  The errors and omissions  insurance  shall protect and insure the Company  against  losses  arising out of
errors and  omissions  and  negligent  acts of such  persons.  Such errors and  omissions  insurance  shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance  policies  required  pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained  payment in full of the indebtedness  secured thereby.  No provision
of this Section 4.12  requiring  the Fidelity  Bond or errors and omissions  insurance  shall  diminish or relieve the Company from its
duties and  obligations  as set forth in this  Agreement.  The minimum  coverage  under any such bond and insurance  policy shall be at
least equal to the corresponding  amounts required by Fannie Mae in the Fannie Mae Guides.  Upon request by the Purchaser,  the Company
shall deliver to the  Purchaser a  certificate  from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such Fidelity Bond or insurance  policy
shall in no event be terminated or materially  modified  without thirty (30) days' prior written  notice to the Purchaser.  The Company
shall notify the Purchaser  within five (5) business days of receipt of notice that such Fidelity Bond or insurance  policy will be, or
has been,  materially  modified  or  terminated.  The  Purchaser  (or any party  having  the  status of  Purchaser  hereunder)  and any
subsidiary  thereof and their  successors  or assigns as their  interests  may appear must be named as loss payees on the Fidelity Bond
and as  additional  insured on the errors and omissions  policy.  Upon request by Purchaser,  Company shall provide  Purchaser  with an
insurance  certificate  certifying  coverage under this Section 4.12, and will provide an update to such certificate  upon request,  or
upon renewal or material modification of coverage.

         Section 4.13      Title, Management and Disposition of REO Property.

         In the event that title to the Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate  of sale shall be taken in the name of the Purchaser or its designee,  or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located,  or would be adversely  affected
under the "doing  business" or tax laws of such state by so holding  title,  the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent  with an opinion of counsel  obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located.  Any Person or Persons  holding such title other than the Purchaser  shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

         The Company  shall notify the  Purchaser in  accordance  with the Fannie Mae Guides of each  acquisition  of REO Property upon
such  acquisition  (and, in any event,  shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such  consummation),  together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged  Property obtained in connection with such  acquisition.  The Purchaser shall thereafter  assume the  responsibility  for
marketing  such REO property and shall be disposed of by the Purchaser.  No Servicing Fee shall be assessed or otherwise  accrue on any
REO Property from and after the date on which it becomes an REO Property.

         The Company  shall,  either itself or through an agent selected by the Company,  and in accordance  with the Fannie Mae Guides
manage,  conserve,  protect and operate each REO Property in the same manner that it manages,  conserves,  protects and operates  other
foreclosed  property for its own  account,  and in the same manner that  similar  property in the same  locality as the REO Property is
managed,  until such time the REO  Property  is conveyed  to the  Purchaser  for final  disposition.  The Company  shall cause each REO
Property to be inspected  promptly  upon the  acquisition  of title  thereto and shall cause each REO Property to be inspected at least
monthly  thereafter or more  frequently as required by the  circumstances.  The Company shall make or cause to be made a written report
of each such  inspection  and such reports  shall be retained in the  Mortgage  File.  The Company  shall file all  necessary  mortgage
insurance claims.

         Section 4.14      Notification of Maturity Date.

          With respect to each Mortgage  Loan,  the Company  shall  execute and deliver to the Mortgagor any and all necessary  notices
required  under  applicable law and the terms of the related  Mortgage Note and Mortgage  regarding the maturity date if required under
applicable law.

                                                               ARTICLE V

                                                       PAYMENTS TO THE PURCHASER

         Section 5.01      Distributions.

         On each  Remittance  Date, the Company shall  distribute by wire transfer of immediately  available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding  Determination  Date, net of charges against
or  withdrawals  from the Custodial  Account  pursuant to Section 4.05,  plus (ii) all Monthly  Advances,  if any, which the Company is
obligated  to  distribute  pursuant to Section  5.03,  plus,  (iii)  interest at the Mortgage  Loan  Remittance  Rate on any  Principal
Prepayment  from the date of such Principal  Prepayment  through the end of the month for which  disbursement is made provided that the
Company's  obligation  as to  payment  of such  interest  shall  be  limited  to the  Servicing  Fee  earned  during  the  month of the
distribution,  minus (iv) any amounts  attributable  to Monthly  Payments  collected  but due on a Due Date or Dates  subsequent to the
preceding  Determination  Date,  which  amounts  shall be  remitted  on the  Remittance  Date next  succeeding  the Due Period for such
amounts.  It is understood  that, by operation of Section 4.04,  the remittance on the first  Remittance  Date with respect to Mortgage
Loans  purchased  pursuant to the related Term Sheet is to include  principal  collected  after the Cut-off Date through the  preceding
Determination  Date plus interest,  adjusted to the Mortgage Loan Remittance Rate collected through such  Determination  Date exclusive
of any portion thereof  allocable to the period prior to the Cut-off Date, with the  adjustments  specified in clauses (ii),  (iii) and
(iv) above.

         With respect to any remittance  received by the Purchaser  after the  Remittance  Date, the Company shall pay to the Purchaser
interest on any such late  payment at an annual rate equal to the Prime Rate,  adjusted as of the date of each  change,  plus three (3)
percentage  points,  but in no event greater than the maximum amount  permitted by applicable law. Such interest shall cover the period
commencing  with the day  following  the  Business  Day such  payment was due and ending with the Business Day on which such payment is
made to the  Purchaser,  both  inclusive.  The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.  On each  Remittance  Date,  the Company shall provide a remittance  report
detailing all amounts being remitted pursuant to this Section 5.01.

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each month, in
the  Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an  individual  Mortgage  Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon
by both  Purchaser and Company,  and no later than the fifth  Business Day of the following  month in hard copy,  and shall contain the
following:

         (i) With  respect to each  Monthly  Payment,  the amount of such  remittance  allocable  to  principal  (including  a separate
breakdown of any Principal Prepayment,  including the date of such prepayment,  and any prepayment penalties or premiums,  along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)  with respect to each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)  the amount of servicing compensation received by the Company during the prior distribution period;

         (iv)  the aggregate Stated Principal Balance of the Mortgage Loans;

         (v)  the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;

         (vi) The number and aggregate  outstanding  principal  balances of Mortgage  Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and

         The Company shall also provide a trial  balance,  sorted in Purchaser's  assigned loan number order,  in the form of Exhibit E
hereto, with each such Report.

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

         In addition,  not more than sixty (60) days after the end of each calendar  year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements  of applicable  federal
income tax law as to the aggregate of remittances for the applicable portion of such year.

         Section 5.03      Monthly Advances by the Company.

         Not later than the close of business on the Business Day  preceding  each  Remittance  Date,  the Company shall deposit in the
Custodial Account an amount equal to all payments not previously  advanced by the Company,  whether or not deferred pursuant to Section
4.01, of principal  (due after the Cut-off  Date) and interest not  allocable to the period prior to the Cut-off Date,  adjusted to the
Mortgage Loan Remittance Rate,  which were due on a Mortgage Loan and delinquent at the close of business on the related  Determination
Date;  provided,  however that the Company shall not be obligated to advance any shortfall  arising as a result of  application  of the
Soldiers' and Sailors' Civil Relief Act of 1940 to any Mortgage Loan. .

         The  Company's  obligation  to make such  Monthly  Advances as to any  Mortgage  Loan will  continue  through the last Monthly
Payment  due prior to the  payment  in full of the  Mortgage  Loan,  or  through  the  Remittance  Date  prior to the date on which the
Mortgaged  Property  liquidates  (which is during  the same  monthly  reporting  cycle as of  foreclosure  sale)  (including  Insurance
Proceeds,  proceeds from the sale of REO Property or Condemnation  Proceeds) with respect to the Mortgage Loan unless the Company deems
such advance to be a  Nonrecoverable  Advance.  In such event,  the Company shall deliver to the Purchaser an Officer's  Certificate of
the  Company  to the  effect  that an officer of the  Company  has  reviewed  the  related  Mortgage  File and has made the  reasonable
determination that any additional advances are nonrecoverable.

         Section 5.04      Liquidation Reports.

         Upon the foreclosure  sale of any Mortgaged  Property or the acquisition  thereof by the Purchaser  pursuant to a deed-in-lieu
of  foreclosure,  the Company  shall submit to the  Purchaser a liquidation  report with respect to such  Mortgaged  Property in a form
mutually  acceptable to Company and Purchaser.  The Company shall also provide  reports on the status of REO Property  containing  such
information as Purchaser may reasonably require.

         Section 5.05      Prepayment Interest Shortfalls.

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

                                                              ARTICLE VI

                                                     GENERAL SERVICING PROCEDURES

         Section 6.01      Assumption Agreements.

         The Company  will,  to the extent it has  knowledge  of any  conveyance  or  prospective  conveyance  by any  Mortgagor of the
Mortgaged  Property  (whether by absolute  conveyance or by contract of sale, and whether or not the Mortgagor  remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the Company  shall not  exercise  any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related  Primary  Mortgage  Insurance  Policy,  if any. If the Company  reasonably  believes it is unable
under  applicable  law to enforce such  "due-on-sale"  clause,  the Company,  with the  approval of the  Purchaser,  will enter into an
assumption  agreement  with the person to whom the  Mortgaged  Property has been  conveyed or is proposed to be  conveyed,  pursuant to
which such person becomes liable under the Mortgage Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains
liable  thereon.  Where an assumption is allowed  pursuant to this Section 6.01,  the Company,  with the prior consent of the Purchaser
and the primary  mortgage  insurer,  if any, is authorized to enter into a substitution of liability  agreement with the person to whom
the  Mortgaged  Property  has been  conveyed or is proposed to be conveyed  pursuant to which the original  mortgagor is released  from
liability and such Person is  substituted as mortgagor and becomes liable under the related  Mortgage  Note. Any such  substitution  of
liability agreement shall be in lieu of an assumption agreement.

         In connection with any such assumption or substitution of liability,  the Company shall follow the underwriting  practices and
procedures  of the Company.  With respect to an  assumption  or  substitution  of  liability,  the Mortgage  Interest Rate borne by the
related  Mortgage Note,  the amount of the Monthly  Payment and the maturity date may not be changed  (except  pursuant to the terms of
the Mortgage Note). If the credit of the proposed  transferee does not meet such underwriting  criteria,  the Company diligently shall,
to the extent  permitted by the Mortgage or the Mortgage  Note and by applicable  law,  accelerate  the maturity of the Mortgage  Loan.
The Company  shall notify the  Purchaser  that any such  substitution  of  liability  or  assumption  agreement  has been  completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption  agreement,  which document shall be added
to the related  Mortgage File and shall,  for all purposes,  be considered a part of such Mortgage File to the same extent as all other
documents  and  instruments  constituting  a part  thereof.  All fees  collected  by the Company for  entering  into an  assumption  or
substitution of liability agreement shall belong to the Company.

         Notwithstanding  the foregoing  paragraphs of this Section or any other provision of this Agreement,  the Company shall not be
deemed to be in default,  breach or any other violation of its obligations  hereunder by reason of any assumption of a Mortgage Loan by
operation  of law or any  assumption  which the  Company may be  restricted  by law from  preventing,  for any reason  whatsoever.  For
purposes of this  Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property  subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

         Upon the payment in full of any Mortgage  Loan, or the receipt by the Company of a  notification  that payment in full will be
escrowed in a manner  customary  for such  purposes,  the Company  will  immediately  notify the  Purchaser by a  certification,  which
certification  shall  include a statement  to the effect that all amounts  received or to be received in  connection  with such payment
which are  required  to be  deposited  in the  Custodial  Account  pursuant  to Section  4.04 have been or will be so  deposited,  of a
Servicing  Officer and shall request  delivery to it of the portion of the Mortgage File held by the Purchaser.  The Purchaser shall no
later than five Business  Days after receipt of such  certification  and request,  release or cause to be released to the Company,  the
related  Mortgage  Loan  Documents  and, upon its receipt of such  documents,  the Company  shall  promptly  prepare and deliver to the
Purchaser the requisite  satisfaction  or release.  No later than five (5) Business Days following its receipt of such  satisfaction or
release,  the Purchaser shall deliver,  or cause to be delivered,  to the Company the release or satisfaction  properly executed by the
owner of record of the  applicable  mortgage  or its duly  appointed  attorney in fact.  No expense  incurred  in  connection  with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.

         In the event the  Company  satisfies  or  releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured by the  Mortgage  or should it  otherwise  prejudice  any right the  Purchaser  may have under the  mortgage  instruments,  the
Company,  upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding  principal balance of the
related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.  The Company  shall  maintain the Fidelity  Bond and errors and
omissions  insurance  insuring  the  Company  against  any loss it may sustain  with  respect to any  Mortgage  Loan not  satisfied  in
accordance with the procedures set forth herein.

                                                                                                           From  time  to  time  and as
appropriate for the servicing or foreclosure of the Mortgage Loan,  including for the purpose of collection  under any Primary Mortgage
Insurance  Policy,  the Purchaser shall,  upon request of the Company and delivery to the Purchaser of a servicing  receipt signed by a
Servicing  Officer,  release the portion of the Mortgage  File held by the  Purchaser  to the Company.  Such  servicing  receipt  shall
obligate  the  Company to return the  related  Mortgage  documents  to the  Purchaser  when the need  therefor by the Company no longer
exists,  unless the Mortgage Loan has been  liquidated and the Liquidation  Proceeds  relating to the Mortgage Loan have been deposited
in the  Custodial  Account or the Mortgage  File or such document has been  delivered to an attorney,  or to a public  trustee or other
public  official as required by law, for purposes of initiating or pursuing legal action or other  proceedings  for the  foreclosure of
the Mortgaged  Property  either  judicially  or  non-judicially,  and the Company has  delivered to the  Purchaser a  certificate  of a
Servicing  Officer  certifying  as to the name and address of the Person to which such Mortgage File or such document was delivered and
the purpose or purposes of such  delivery.  Upon receipt of a certificate  of a Servicing  Officer  stating that such Mortgage Loan was
liquidated, the servicing receipt shall be released by the Purchaser to the Company.

         Section 6.03      Servicing Compensation.

         As  compensation  for its services  hereunder,  the Company shall be entitled to withdraw  from the Custodial  Account (to the
extent of interest payments  collected on the Mortgage Loans) or to retain from interest payments  collected on the Mortgage Loans, the
amounts  provided for as the Company's  Servicing Fee, subject to payment of compensating  interest on Principal  Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii).  Additional  servicing  compensation  in the form of assumption  fees, as provided
in Section 6.01, and late payment  charges or otherwise  shall be retained by the Company to the extent not required to be deposited in
the Custodial  Account.  No Servicing Fee shall be payable in connection with partial Monthly  Payments.  The Company shall be required
to pay all expenses  incurred by it in connection with its servicing  activities  hereunder and shall not be entitled to  reimbursement
therefor except as specifically provided for.

         Section 6.04      Annual Statement as to Compliance.

         The  Company  will  deliver to the  Purchaser  not later than 90 days  following  the end of each  fiscal  year of the Company
beginning in March 2004, an Officers'  Certificate  stating,  as to each signatory thereof,  that (i) a review of the activities of the
Company  during the preceding  calendar year and of performance  under this  Agreement has been made under such officers'  supervision,
and (ii) to the best of such officers'  knowledge,  based on such review,  the Company has fulfilled all of its obligations  under this
Agreement  throughout  such year,  or, if there has been a default in the  fulfillment  of any such  obligation,  specifying  each such
default known to such officers and the nature and status of cure  provisions  thereof.  Copies of such  statement  shall be provided by
the Company to the Purchaser upon request.

         Section 6.05      Annual Independent Certified Public Accountants' Servicing Report.

         Within ninety (90) days of Company's  fiscal year end  beginning in March 2004,  the Company at its expense shall cause a firm
of independent  public  accountants which is a member of the American  Institute of Certified Public Accountants to furnish a statement
to the  Purchaser  to the effect that such firm has examined  certain  documents  and records  relating to the  Company's  servicing of
mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements  substantially similar to this Agreement,  which
agreements may include this Agreement,  and that, on the basis of such an examination,  conducted  substantially  in the uniform single
audit program for mortgage  bankers,  such firm is of the opinion that the Company's  servicing has been  conducted in compliance  with
the  agreements  examined  pursuant to this Section 6.05,  except for (i) such  exceptions as such firm shall believe to be immaterial,
and (ii) such other  exceptions as shall be set forth in such  statement.  Copies of such statement shall be provided by the Company to
the Purchaser.  In addition, on an annual basis, Company shall provided Purchaser with copies of its audited financial statements.

         Section 6.06      Purchaser's Right to Examine Company Records.

         The Purchaser  shall have the right to examine and audit upon  reasonable  notice to the Company,  during business hours or at
such other times as might be reasonable  under  applicable  circumstances,  any and all of the books,  records,  documentation or other
information  of the Company,  or held by another for the Company or on its behalf or  otherwise,  which relates to the  performance  or
observance by the Company of the terms, covenants or conditions of this Agreement.

         The  Company  shall  provide  to the  Purchaser  and any  supervisory  agents or  examiners  representing  a state or  federal
governmental agency having jurisdiction over the Purchaser,  including but not limited to OTS, FDIC and other similar entities,  access
to any  documentation  regarding  the  Mortgage  Loans in the  possession  of the  Company  which  may be  required  by any  applicable
regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during normal business hours and at the offices
of the Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.

                                                              ARTICLE VII

                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01      Company Shall Provide Information as Reasonably Required.

         The Company  shall  furnish to the Purchaser  during the term of this  Agreement,  such  periodic,  special or other  reports,
information or documentation,  whether or not provided for herein,  as shall be necessary,  reasonable or appropriate in respect to the
Purchaser,  or otherwise in respect to the Mortgage  Loans and the  performance  of the Company  under this  Agreement,  including  any
reports,  information  or  documentation  reasonably  required to comply  with any  regulations  regarding  any  supervisory  agents or
examiners of the Purchaser all such reports or information  to be as provided by and in accordance  with such  applicable  instructions
and  directions as the Purchaser may  reasonably  request in relation to this  Agreement or the  performance  of the Company under this
Agreement.  The Company  agrees to execute and deliver all such  instruments  and take all such action as the  Purchaser,  from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

         In  connection  with  marketing the Mortgage  Loans,  the Purchaser  may make  available to a  prospective  purchaser  audited
financial  statements of the Company for the most recently  completed two (2) fiscal years for which such statements are available,  as
well as a  Consolidated  Statement of Condition at the end of the last two (2) fiscal years  covered by any  Consolidated  Statement of
Operations.  If it has not already done so, the Company shall furnish  promptly to the Purchaser or a prospective  purchaser  copies of
the statements specified above.

         The Company  shall make  reasonably  available to the  Purchaser or any  prospective  Purchaser a  knowledgeable  financial or
accounting officer for the purpose of answering  questions and to permit any prospective  purchaser to inspect the Company's  servicing
facilities for the purpose of satisfying such  prospective  purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.


                                                             ARTICLE VIII

                                                             THE SERVICER

         Section 8.01      Indemnification; Third Party Claims.

         The Company agrees to indemnify the Purchaser and hold it harmless  against any and all claims,  losses,  damages,  penalties,
fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties,  obligations,  covenants,  and  agreements  to service
the Mortgage Loans in strict  compliance  with the terms of this  Agreement.  The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties,  fines, forfeitures,  legal fees and related costs, judgments, and any
other costs,  fees and expenses  that the  Purchaser may sustain in any way from any claim,  demand,  defense or assertion  based on or
grounded  upon, or resulting  from any assertion  based on,  grounded upon or resulting  from a breach or alleged  breach of any of the
representation  or warranty set forth in Sections 3.01 or 3.02 of this Agreement.  The Company shall  immediately  notify the Purchaser
if a claim is made by a third party against Company with respect to this Agreement or the Mortgage  Loans,  assume (with the consent of
the  Purchaser)  the defense of any such claim and pay all expenses in connection  therewith,  including  counsel fees,  whether or not
such claim is settled prior to judgment,  and promptly pay,  discharge and satisfy any judgment or decree which may be entered  against
it or the  Purchaser  in respect of such claim.  The Company  shall  follow any written  instructions  received  from the  Purchaser in
connection  with such claim.  The Purchaser  shall  promptly  reimburse the Company for all amounts  advanced by it pursuant to the two
preceding  sentences  except when the claim  relates to the failure of the Company to service and  administer  the  Mortgages in strict
compliance  with the terms of this  Agreement,  the breach of  representation  or warranty set forth in Sections  3.01 or 3.02,  or the
negligence,  bad faith or willful  misconduct  of Company.  The  provisions  of this Section  8.01 shall  survive  termination  of this
Agreement.

         Section 8.02      Merger or Consolidation of the Company.

         The Company will keep in full effect its  existence,  rights and  franchises as a  corporation  under the laws of the state of
its incorporation  except as permitted herein,  and will obtain and preserve its qualification to do business as a foreign  corporation
in each  jurisdiction  in which such  qualification  is or shall be  necessary  to protect  the  validity  and  enforceability  of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.

         Any Person into which the Company may be merged or consolidated,  or any corporation resulting from any merger,  conversion or
consolidation  to which the Company shall be a party,  or any Person  succeeding to the business of the Company  whether or not related
to loan  servicing,  shall be the successor of the Company  hereunder,  without the execution or filing of any paper or any further act
on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however, that the successor or
surviving  Person  shall be an  institution  (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved  mortgagee whose primary  business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.

         Section 8.03      Limitation on Liability of the Company and Others.

         Neither  the  Company  nor any of the  officers,  employees  or agents of the  Company  shall be under  any  liability  to the
Purchaser  for any action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for
errors in  judgment  made in good  faith;  provided,  however,  that this  provision  shall not  protect the Company or any such person
against any breach of warranties or  representations  made herein,  or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement,  or any liability which would otherwise be imposed by reason of negligence,  bad faith or
willful  misconduct,  or any breach of the terms and conditions of this  Agreement.  The Company and any officer,  employee or agent of
the  Company  may rely in good faith on any  document  of any kind  prima  facie  properly  executed  and  submitted  by the  Purchaser
respecting any matters  arising  hereunder.  The Company shall not be under any obligation to appear in,  prosecute or defend any legal
action  which is not  incidental  to its duties to service  the  Mortgage  Loans in  accordance  with this  Agreement  and which in its
reasonable  opinion may involve it in any expenses or  liability;  provided,  however,  that the Company  may,  with the consent of the
Purchaser,  undertake any such action which it may deem  necessary or desirable in respect to this  Agreement and the rights and duties
of the parties hereto.  In such event,  the reasonable  legal expenses and costs of such action and any liability  resulting  therefrom
shall be expenses,  costs and  liabilities  for which the Purchaser will be liable,  and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.

         Section 8.04      Company Not to Assign or Resign.

         The Company shall not assign this  Agreement or resign from the  obligations  and duties hereby imposed on it except by mutual
consent  of the  Company  and the  Purchaser  or upon the  determination  that its duties  hereunder  are no longer  permissible  under
applicable law and such incapacity  cannot be cured by the Company.  Any such  determination  permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect  delivered to the  Purchaser  which  Opinion of Counsel shall be in form and
substance  acceptable to the Purchaser.  No such resignation  shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.

         Section 8.05      No Transfer of Servicing.

         With respect to the  retention of the Company to service the  Mortgage  Loans  hereunder,  the Company  acknowledges  that the
Purchaser has acted in reliance upon the Company's  independent  status,  the adequacy of its servicing  facilities,  plan,  personnel,
records and  procedures,  its integrity,  reputation and financial  standing and the continuance  thereof.  Without in any way limiting
the generality of this Section,  the Company shall not either assign this  Agreement or the servicing  hereunder or delegate its rights
or duties  hereunder  or any portion  thereof,  or sell or  otherwise  dispose of all or  substantially  all of its property or assets,
without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion.

         Without in any way  limiting  the  generality  of this Section  8.05,  in the event that the Company  either shall assign this
Agreement or the servicing  responsibilities  hereunder or delegate its duties  hereunder or any portion thereof without (i) satisfying
the  requirements  set forth herein or (ii) the prior written  consent of the  Purchaser,  then the  Purchaser  shall have the right to
terminate  this  Agreement,  without any payment of any penalty or damages and without any liability  whatsoever to the Company  (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.


                                                              ARTICLE IX

                                                                DEFAULT

         Section 9.01      Events of Default.

         In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:

         (i) any failure by the Company to remit to the  Purchaser  any payment  required to be made under the terms of this  Agreement
which continues unremedied for a period of one (1) Business Day; or

         (ii)  failure on the part of the Company  duly to observe or perform in any  material  respect any other of the  covenants  or
agreements on the part of the Company set forth in this  Agreement  which  continues  unremedied for a period of thirty (30) days after
the date on which  written  notice of such  failure,  requiring  the same to be  remedied,  shall have been given to the Company by the
Purchaser; or

         (iii) a decree  or  order  of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
conservator or receiver or liquidator in any insolvency,  bankruptcy,  readjustment  of debt,  marshalling of assets and liabilities or
similar proceedings,  or for the winding-up or liquidation of its affairs,  shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or

         (iv) the Company shall consent to the  appointment of a conservator or receiver or liquidator in any  insolvency,  bankruptcy,
readjustment of debt,  marshalling of assets and liabilities or similar  proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or

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

         (vi) Company  ceases to be approved by either  Fannie Mae or FHLMC as a mortgage  loan seller or servicer for more than thirty
days; or

         (vii) the Company  attempts to assign its right to  servicing  compensation  hereunder  or the Company  attempts,  without the
consent of the  Purchaser,  to sell or  otherwise  dispose of all or  substantially  all of its  property  or assets or to assign  this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or

         (viii) the Company ceases to be (a) licensed to service first lien  residential  mortgage loans in any  jurisdiction  in which
a Mortgaged  Property is located and such licensing is required,  and (b) qualified to transact  business in any jurisdiction  where it
is currently so qualified,  but only to the extent such  non-qualification  materially and adversely  affects the Company's  ability to
perform its obligations hereunder; or

         (ix)   the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in  writing to the  Company  (except  in the case of an Event of  Default  under  clauses  (iii),  (iv) or (v)  above,  in which  case,
automatically  and without  notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages,  including injunctive relief and specific performance,  terminate all the rights and obligations of the
Company  under this  Agreement  and in and to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the
same.  On or after the receipt by the Company of such  written  notice (or,  in the case of an Event of Default  under  clauses  (iii),
(iv) or (v) above,  in which case,  automatically  and without  notice),  all authority and power of the Company under this  Agreement,
whether with respect to the Mortgage  Loans or otherwise,  shall pass to and be vested in the successor  appointed  pursuant to Section
11.01.  Upon written  request from the  Purchaser,  the Company  shall  prepare,  execute and deliver,  any and all documents and other
instruments,  place in such  successor's  possession all Mortgage  Files,  and do or accomplish  all other acts or things  necessary or
appropriate  to effect the purposes of such notice of  termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage  Loans and related  documents,  or otherwise,  at the Company's  sole expense.  The Company  agrees to cooperate  with the
Purchaser and such successor in effecting the termination of the Company's  responsibilities and rights hereunder,  including,  without
limitation,  the transfer to such  successor  for  administration  by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

         Section 9.02      Waiver of Defaults.

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


                                                               ARTICLE X

                                                              TERMINATION

         Section 10.01     Termination.

         The respective  obligations  and  responsibilities  of the Company shall terminate upon: (i) the later of the final payment or
other  liquidation  (or any advance with respect  thereto) of the last Mortgage Loan and the  disposition of all remaining REO Property
and the  remittance  of all funds due  hereunder;  or (ii) by mutual  consent of the Company  and the  Purchaser  in writing;  or (iii)
termination with cause under the terms of this Agreement.

                                                              ARTICLE XI

                                                       MISCELLANEOUS PROVISIONS

         Section 11.01     Successor to the Company.

         Prior to termination of Company's  responsibilities  and duties under this Agreement  pursuant to Sections 4.13,  8.04,  9.01,
10.01  (ii) or (iii),  the  Purchaser  shall (i)  succeed  to and  assume all of the  Company's  responsibilities,  rights,  duties and
obligations  under this Agreement,  or (ii) appoint a successor having the  characteristics  set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the  responsibilities,  duties and  liabilities of the Company under this Agreement prior
to the termination of Company's  responsibilities,  duties and liabilities  under this Agreement.  In connection with such  appointment
and assumption,  the Purchaser may make such  arrangements  for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor  shall agree. In the event that the Company's  duties,  responsibilities  and  liabilities  under this
Agreement should be terminated pursuant to the aforementioned  Sections,  the Company shall discharge such duties and  responsibilities
during the period from the date it acquires  knowledge of such  termination  until the  effective  date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this  Agreement,  and shall take no action  whatsoever that might impair
or  prejudice  the  rights  or  financial  condition  of  its  successor.  The  resignation  or  removal  of  Company  pursuant  to the
aforementioned  Sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this Section and shall in no
event  relieve the Company of the  representations  and  warranties  made  pursuant to Sections  3.01,  3.02 and 3.03 and the  remedies
available to the Purchaser  thereunder  and under Section 8.01,  it being  understood  and agreed that the  provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company  notwithstanding  any such  resignation or termination of the Company,  or
the termination of this Agreement.

         Any  successor  appointed as provided  herein shall  execute,  acknowledge  and deliver to the Company and to the Purchaser an
instrument  accepting  such  appointment,  whereupon  such  successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations  and liabilities of the Company,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Company or this  Agreement  pursuant to Section 4.13,  8.04,  9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.

         The Company  shall  promptly  deliver to the  successor  the funds in the  Custodial  Account  and the Escrow  Account and the
Mortgage  Files and related  documents and  statements  held by it hereunder  and the Company shall account for all funds.  The Company
shall execute and deliver such  instruments  and do such other things all as may  reasonably  be required to more fully and  definitely
vest and confirm in the successor all such rights,  powers, duties,  responsibilities,  obligations and liabilities of the Company. The
successor shall make  arrangements as it may deem  appropriate to reimburse the Company for  unrecovered  Servicing  Advances which the
successor  retains  hereunder  and which would  otherwise  have been  recovered by the Company  pursuant to this  Agreement but for the
appointment of the successor servicer.

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

         Section 11.02     Amendment.

         This  Agreement may be amended from time to time by the Company and the Purchaser by written  agreement  signed by the Company
and the Purchaser.

         Section 11.03     Recordation of Agreement.

         To the extent  permitted by applicable  law, this Agreement is subject to recordation  in all  appropriate  public offices for
real property  records in all the counties or other comparable  jurisdictions  in which any of the properties  subject to the Mortgages
are situated,  and in any other  appropriate  public recording  office or elsewhere,  such recordation to be effected by the Company at
the  Company's  expense on  direction  of the  Purchaser  accompanied  by an opinion  of  counsel to the effect  that such  recordation
materially and beneficially  affects the interest of the Purchaser or is necessary for the  administration or servicing of the Mortgage
Loans.

         Section 11.04     Governing Law.

         This  Agreement and the related Term Sheet shall be governed by and construed in accordance  with the laws of the State of New
York  except to the extent  preempted  by Federal  law.  The  obligations,  rights  and  remedies  of the  parties  hereunder  shall be
determined in accordance with such laws.

         Section 11.05     Notices.

         Any  demands,  notices or other  communications  permitted  or  required  hereunder  shall be in  writing  and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or certified  mail,  return receipt  requested,  or transmitted by telex,  telegraph or telecopier and confirmed by a similar
mailed writing, as follows:

         (i)      if to the Company:

                  First Horizon Home Loan Corporation
                  4000 Horizon Way
                  Irving, Texas 75063
                  Attention: Capital Markets Department
                  Telecopier No.:  [___________]

                  First Tennessee Mortgage Services, Inc.
                  4000 Horizon Way
                  Irving, Texas 75063
                  Attention: Capital Markets Department
                  Telecopier No.:  [___________]

         (ii)     if to the Purchaser:

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II,
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Ms. Ralene Ruyle
                  Telecopier No.:  (972) 444-2810

                  With a copy to:

                  Bear Stearns Mortgage Capital Corporation
                  383 Madison Avenue
                  New York, New York 10179
                  Attention:  Mary Haggerty

or such other  address as may  hereafter  be furnished to the other party by like  notice.  Any such  demand,  notice or  communication
hereunder  shall be deemed to have been received on the date  delivered to or received at the premises of the addressee (as  evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).

         Section 11.06     Severability of Provisions.

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

         Section 11.07     Exhibits.

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

         Section 11.08     General Interpretive Principles.

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

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

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

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

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

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

         (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration; and

         (viii)   headings of the Articles and Sections in this  Agreement are for  reference  purposes only and shall not be deemed to
have any substantive effect.

         Section 11.09     Reproduction of Documents.

         This Agreement and all documents relating thereto,  including,  without  limitation,  (i) consents,  waivers and modifications
which may hereafter be executed,  (ii) documents  received by any party at the closing,  and (iii) financial  statements,  certificates
and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,  micro-card,
miniature  photographic or other similar process.  The parties agree that any such reproduction  shall be admissible in evidence as the
original  itself in any judicial or  administrative  proceeding,  whether or not the  original is in existence  and whether or not such
reproduction  was made by a party in the regular course of business,  and that any  enlargement,  facsimile or further  reproduction of
such reproduction shall likewise be admissible in evidence.

         Section 11.10     Confidentiality of Information.

         Each party recognizes  that, in connection with this Agreement,  it may become privy to non-public  information  regarding the
financial condition,  operations and prospects of the other party. Each party agrees to keep all non-public  information  regarding the
other party  strictly  confidential,  and to use all such  information  solely in order to  effectuate  the  purpose of the  Agreement,
provided that each party may provide  confidential  information  to its  employees,  agents and affiliates who have a need to know such
information in order to effectuate the transaction,  provided  further that such  information is identified as confidential  non-public
information.  In addition,  confidential  information may be provided to a regulatory  authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.

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

         Section 11.11     Recordation of Assignments of Mortgage.

         To the extent  permitted by applicable  law, each of the  Assignments  is subject to  recordation  in all  appropriate  public
offices  for real  property  records  in all the  counties  or other  comparable  jurisdictions  in which  any or all of the  Mortgaged
Properties are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected by and at
the Company's  expense in the event  recordation  is either  necessary  under  applicable law or requested by the Purchaser at its sole
option.

         Section 11.12     Assignment.

     The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
     Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
     hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
     designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans.  In no event
     shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
     unreasonably denied.  All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.  The
     Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign,
     in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.


         Section 11.13     No Partnership.

         Nothing herein contained shall be deemed or construed to create a  co-partnership  or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.

         Section 11.14     Execution: Successors and Assigns.

         This  Agreement may be executed in one or more  counterparts  and by the different  parties  hereto on separate  counterparts,
each of which, when so executed,  shall be deemed to be an original;  such  counterparts,  together,  shall constitute one and the same
agreement.  Subject to this  Agreement  shall inure to the  benefit of and be binding  upon the  Company  and the  Purchaser  and their
respective successors and assigns.

         Section 11.15     Entire Agreement.

         The Company  acknowledges that no representations,  agreements or promises were made to the Company by the Purchaser or any of
its employees other than those  representations,  agreements or promises  specifically  contained herein and in the  Confirmation.  The
Confirmation and this Agreement and the related Term Sheet sets forth the entire  understanding  between the parties hereto;  provided,
however,  only this  Agreement and the related Term Sheet shall be binding upon all  successors  of both  parties.  In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.

         Section 11.16.  No Solicitation.

         From and after the  Closing  Date,  the  Company  agrees  that it will not take any action or permit or cause any action to be
taken by any of its agents or  affiliates,  to  personally,  by telephone or mail,  solicit the borrower or obligor  under any Mortgage
Loan to refinance the Mortgage  Loan, in whole or in part,  without the prior written  consent of the  Purchaser.  Notwithstanding  the
foregoing,  it is  understood  and agreed that (i)  promotions  undertaken  by the Company or any  affiliate  of the Company  which are
directed to the general public at large, or segments  thereof,  provided that no segment shall consist primarily of the Mortgage Loans,
including,  without  limitation,  mass  mailing  based  on  commercially  acquired  mailing  lists,  newspaper,  radio  and  television
advertisements  and (ii)  responses  to  unsolicited  requests or inquiries  made by a Mortgagor or an agent of a Mortgagor,  shall not
constitute  solicitation  under this  Section  11.16.  This  Section  11.16 shall not be deemed to  preclude  the Company or any of its
affiliates  from  soliciting  any Mortgagor  for any other  financial  products or services.  The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.

         Section 11.17.  Closing.

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

         The closing for the  Mortgage  Loans to be purchased  on the related  Closing  Date shall be subject to each of the  following
conditions:

         (a)      at least one (1)  Business  Day prior to the related  Closing  Date,  the Company  shall  deliver to the  Purchaser a
magnetic  diskette,  or transmit by modem, a listing on a loan-level  basis of the information  contained in the related  Mortgage Loan
Schedule attached to the related Term Sheet;

         (b)      all of the  representations  and warranties of the Company under this Agreement  shall be materially true and correct
as of the related  Closing  Date and no event  shall have  occurred  which,  with notice or the  passage of time,  would  constitute  a
material default under this Agreement;

         (c)      the  Purchaser  shall have  received,  or the  Purchaser's  attorneys  shall have  received in escrow,  all documents
required pursuant to this Agreement,  the related Term Sheet, an opinion of counsel and an officer's certificate,  all in such forms as
are agreed upon and  acceptable to the Purchaser,  duly executed by all  signatories  other than the Purchaser as required  pursuant to
the terms hereof;

         (d)      the Company shall have  delivered and released to the Purchaser (or its designee) on or prior to the related  Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and

         (e)      all other terms and  conditions  of this  Agreement,  the  related  Term Sheet and the  Confirmation  shall have been
materially complied with.

         Subject to the foregoing  conditions,  the Purchaser  shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued  interest  pursuant to Section 2.02 of this  Agreement,  by wire transfer of  immediately  available  funds to the account
designated by the Company.

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the Purchaser's sole option and with Purchaser's best efforts to provide
notice to the Company fifteen (15) days prior to the  Reconstitution  Date, the Purchaser may effect one or more sales, but in no event
greater than three (3) per pool of Mortgage  Loan sold under the related Term Sheet (each,  a  "Reconstitution")  of some or all of the
Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)       one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or  more  trusts  or  other  entities  to be  formed  as  part of one or more  pass-through  transfers  (each,  a
"Pass-Through Transfer").

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set  forth  in  this  Agreement  as of the  settlement  or  closing  date  in  connection  with  such
Reconstitution  (each, a  "Reconstitution  Date").  In that  connection,  the Company shall provide to such servicer or issuer,  as the
case  may be,  and any  other  participants  in such  Reconstitution:  (i) any  and  all  information  (including  servicing  portfolio
information)  and  appropriate  verification  of  information  (including  servicing  portfolio  information)  which may be  reasonably
available  to the  Company,  whether  through  letters of its auditors  and counsel or  otherwise,  as the  Purchaser or any such other
participant  shall request upon  reasonable  demand;  and (ii) such  additional  representations,  warranties,  covenants,  opinions of
counsel,  letters from auditors,  and certificates of public officials or officers of the Company as are reasonably  agreed upon by the
Company and the  Purchaser  or any such other  participant.  In  connection  with each  Pass-Through  Transfer,  the Company  agrees to
provide reasonable and customary  indemnification to the Purchaser and its affilates for disclosure  contained in any offering document
relating to the Company or its  affilates,  the Mortgage  Loans and the  underwriting  standards of the Mortgage  Loans.  The Purchaser
shall be responsible for the costs relating to the delivery of such information.

         The  Purchaser  agrees that in no event shall the related  Servicing Fee Rate be reduced for any Mortgage Loan that is subject
to a Reconstitution without the written consent of the Servicer.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.


         Section 11.19.    Reporting with Respect to a Reconstitution.

         The Company agrees that with respect to any Mortgage Loan sold or  transferred  pursuant to a  Reconstitution  as described in
Section 11.18 of this Agreement (a "Reconstituted  Mortgage Loan"), the Company,  at its expense,  shall provide the Purchaser with the
information set forth in Exhibit J attached hereto for each  Reconstituted  Mortgage Loan in such electronic  format as may be mutually
agreed upon by both Purchaser and Company.

         Section 11.20     Obligations of the Sellers

         The obligations, liability and indemnification of each of the Seller and the Servicer under this Agreement are joint and
several.




         IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names to be signed hereto by their  respective  officers
thereunto duly authorized as of the day and year first above written.

                                                     EMC MORTGAGE CORPORATION
                                                               Purchaser

                                                     By:________________________
                                                     Name:
                                                     Title:

                                                     FIRST HORIZON HOME LOAN
                                                     CORPORATION
                                                                Seller

                                                     By: _______________________
                                                     Name:
                                                     Title:

                                                     FIRST TENNESSEE MORTGAGE
                                                     SERVICES, INC.
                                                               Servicer

                                                     By: _______________________
                                                     Name:
                                                     Title:




                                                               EXHIBIT A
                                                       CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage  Loan,  the Mortgage File shall  include each of the following  items,  which shall be available
for  inspection by the  Purchaser,  and which shall be retained by the Company in the  Servicing  File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

         1. The original  Mortgage  Note endorsed  "Pay to the order of  ____________________________________________________,  without
recourse," and signed via original  signature in the name of the Company by an authorized  officer,  with all intervening  endorsements
showing a  complete  chain of title from the  originator  to the  Company,  together  with any  applicable  riders.  In no event may an
endorsement  be a facsimile  endorsement.  If the Mortgage  Loan was acquired by the Company in a merger,  the  endorsement  must be by
"[Company],  successor by merger to the [name of  predecessor]".  If the Mortgage  Loan was acquired or originated by the Company while
doing business under another name, the  endorsement  must be by "[Company]  formerly known as [previous  name]".  Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.

         2. The original Mortgage (together with a standard  adjustable rate mortgage rider) with evidence of recording  thereon,  or a
copy thereof  certified by the public  recording  office in which such mortgage has been recorded or, if the original  Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.

         3.     The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

         4.       The  original  Assignment,  from  the  Company  to  _____________________________________,   or  in  accordance  with
Purchaser's  instructions,  which assignment shall, but for any blanks requested by Purchaser,  be in form and substance acceptable for
recording.  If the Mortgage  Loan was acquired or originated by the Company while doing  business  under another name,  the  Assignment
must be by  "[Company]  formerly  known as  [previous  name]".  If the  Mortgage  Loan was  acquired  by the  Company in a merger,  the
endorsement  must be by  "[Company],  successor  by  merger  to the  [name  of  predecessor]".  None  of the  Assignments  are  blanket
assignments of mortgage.

         5.       The original policy of title insurance,  including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

         6.       Originals of all recorded  intervening  Assignments,  or copies thereof,  certified by the public recording office in
which such  Assignments  have been recorded  showing a complete  chain of title from the  originator  to the Company,  with evidence of
recording  thereon,  or a copy thereof  certified by the public  recording office in which such Assignment has been recorded or, if the
original  Assignment  has not been returned from the applicable  public  recording  office,  a true  certified  copy,  certified by the
Company.

         7.       Originals,  or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption,  extension,  modification,  written assurance or substitution  agreements,  if applicable,  or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

         8.       If the Mortgage Note or Mortgage or any other material document or instrument  relating to the Mortgage Loan has been
signed by a person on behalf of the  Mortgagor,  the  original or copy of power of attorney or other  instrument  that  authorized  and
empowered such person to sign bearing evidence that such instrument has been recorded,  if so required in the appropriate  jurisdiction
where the Mortgaged  Property is located,  or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original  instrument has not been returned from the applicable  public  recording  office,  a true certified  copy,
certified by the Company.

         9.       reserved.

         10.      Mortgage Loan closing  statement  (Form HUD-1) and any other  truth-in-lending  or real estate  settlement  procedure
forms required by law.

         11.  Residential loan application.

         12.      Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.

         13.      Credit report on the mortgagor.

         14.      Business credit report, if applicable.

         15.      Residential appraisal report and attachments thereto.

         16.      The original of any guarantee executed in connection with the Mortgage Note.

         17.      Verification of employment and income except for Mortgage Loans  originated  under a limited  documentation  program,
all in accordance with Company's underwriting guidelines.

         18.      Verification of acceptable evidence of source and amount of down payment,  in accordance with Company's  underwriting
guidelines.

         19.      Photograph of the Mortgaged Property (may be part of appraisal).

         20.      Survey of the Mortgaged Property, if any.

         21.      Sales contract, if applicable.

         22.      If available, termite report, structural engineer's report, water portability and septic certification.

         23.      Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

         24.      Name affidavit, if applicable.

         Notwithstanding  anything  to the  contrary  herein,  Company  may  provide  one  certificate  for all of the  Mortgage  Loans
indicating that the documents were delivered for recording.




                                                               EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                         ______________, 2003

To:      [_______________________]
         (the "Depository")

         As "Company"  under the Purchase,  Warranties  and Servicing  Agreement,  dated as of  [_____________________]  1, 200[_] (the
"Agreement"),  we hereby  authorize  and request you to establish an account,  as a Custodial  Account  pursuant to Section 4.04 of the
Agreement,  to be designated  as  "[______________________________________],  in trust for the  [Purchaser],  Owner of Adjustable  Rate
Mortgage  Loans".  All deposits in the account  shall be subject to  withdrawal  therefrom by order signed by the Company.  This letter
is submitted to you in duplicate.  Please execute and return one original to us.

                                                              [__________________________]

                                                           By:____________________________

                                                           Name:__________________________

                                                           Title:_________________________



         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  [__________],  at the office of the depository  indicated  above,  and agrees to honor  withdrawals on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                                     [___________________________]

                                                   By:____________________________

                                                   Name:__________________________

                                                   Title:_________________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT
                                                          _____________, 2003

To:      [_______________________]
         (the "Depository")

         As  "Company"  under the  Purchase  Warranties  and  Servicing  Agreement,  dated as of  [____________________]1,  200[_] (the
"Agreement"),  we hereby  authorize  and request you to  establish  an account,  as an Escrow  Account  pursuant to Section 4.06 of the
Agreement, to be designated as  "[__________________________],  in trust for the [Purchaser],  Owner of Adjustable Rate Mortgage Loans,
and various  Mortgagors."  All deposits in the account  shall be subject to withdrawal  therefrom by order signed by the Company.  This
letter is submitted to you in duplicate.  Please execute and return one original to us.

                                            [_____________________]

                                            By:____________________________
                                            Name:__________________________
                                            Title:_________________________


         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                            [______________________]

                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________




                                                               EXHIBIT D

                                       FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of  __________, 200__,
among EMC Mortgage Corporation (the "Assignor"), ___________________ (the "Assignee"), and _______________________ (the "Company").


         In  consideration of the mutual promises  contained  herein the parties hereto agree that the residential  mortgage loans (the
"Assigned  Loans") listed on Attachment 1 annexed  hereto (the  "Assigned Loan  Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase,  Warranties and Servicing  Agreement,  dated as of _________,  200__, between Assignor
and Company (the "Purchase  Agreement")  shall be subject to the terms of this PAAR  Agreement.  Capitalized  terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.

                                                  Purchase, Assignment and Assumption

         1.       Assignor  hereby  grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor in the
Assigned  Loans  and,  as they  relate to the  Assigned  Loans,  all of its right,  title and  interest  in, to and under the  Purchase
Agreement.

         2.       Simultaneously  with the execution  hereof,  (i) Assignee shall pay to Assignor the "Funding  Amount" as set forth in
that certain letter agreement,  dated as of _________ ____, between Assignee and Assignor (the  "Confirmation")  and (ii) Assignor,  at
its expense,  shall have caused to be delivered to Assignee or its designee the Mortgage  File for each  Assigned Loan in Assignor's or
its  custodian's  possession,  as set forth in the Purchase  Agreement,  along with,  for each  Assigned  Loan, an  endorsement  of the
Mortgage  Note from the Company,  in blank,  and an  assignment of mortgage in  recordable  form from the Company,  in blank.  Assignee
shall pay the Funding Amount by wire transfer of immediately  available funds to the account  specified by Assignor.  Assignee shall be
entitled to all scheduled  payments due on the Assigned Loans after ___________,  200__ and all unscheduled  payments or other proceeds
or other recoveries on the Assigned Loans received on and after _____________, 200__.

                                               Representations, Warranties and Covenants

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

         (a)      Attached  hereto as Attachment 2 is a true and accurate copy of the Purchase  Agreement,  which  agreement is in full
force and effect as of the date hereof and the  provisions of which have not been waived,  amended or modified in any respect,  nor has
any notice of termination been given thereunder;

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

         (c)      There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;

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

         (e)      Assignor  is duly  organized,  validly  existing  and in good  standing  under  the laws of the  jurisdiction  of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

         (f)      Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject.  The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor.  This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;

(g)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
required to be  obtained  or made by  Assignor in  connection  with the  execution,  delivery or  performance  by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and

(h)      Neither  Assignor  nor anyone  acting on its behalf has  offered,  transferred,  pledged,  sold or  otherwise  disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer,  pledge or other  disposition
of the Assigned  Loans,  or any  interest in the Assigned  Loans or otherwise  approached  or  negotiated  with respect to the Assigned
Loans,  or any  interest in the  Assigned  Loans with any Person in any manner,  or made any general  solicitation  by means of general
advertising or in any other manner,  or taken any other action which would  constitute a  distribution  of the Assigned Loans under the
Securities  Act of 1933,  as amended  (the "1933 Act") or which would  render the  disposition  of the  Assigned  Loans a violation  of
Section 5 of the 1933 Act or require registration pursuant thereto.


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


         (a)      Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;


         (b)      Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject.  The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;


         (c)      No consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any  governmental
entity is required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

         (d)      Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.

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


                  (a)      Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;


         (b)      Company  is duly  organized,  validly  existing  and in good  standing  under  the  laws of the  jurisdiction  of its
incorporation,  and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations  under
the Purchase Agreement;

(c)      Company has full corporate  power and authority to execute,  deliver and perform its  obligations  under this PAAR  Agreement,
                  and to consummate the transactions set forth herein.  The consummation of the transactions  contemplated by this PAAR
                  Agreement is in the ordinary  course of Company's  business and will not conflict with, or result in a breach of, any
                  of the terms,  conditions  or provisions of Company's  charter or by-laws or any legal  restriction,  or any material
                  agreement or instrument  to which  Company is now a party or by which it is bound,  or result in the violation of any
                  law,  rule,  regulation,  order,  judgment or decree to which  Company or its  property is  subject.  The  execution,
                  delivery  and  performance  by  Company  of this  PAAR  Agreement  and  the  consummation  by it of the  transactions
                  contemplated  hereby,  have been duly  authorized by all  necessary  corporate  action on part of Company.  This PAAR
                  Agreement has been duly executed and delivered by Company,  and, upon the due  authorization,  execution and delivery
                  by Assignor and Assignee,  will constitute the valid and legally binding obligation of Company,  enforceable  against
                  Company  in  accordance  with its terms  except as  enforceability  may be  limited  by  bankruptcy,  reorganization,
                  insolvency,  moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and
                  by general  principles of equity  regardless of whether  enforceability is considered in a proceeding in equity or at
                  law;

(d)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                  required to be obtained or made by Assignee in connection  with the execution,  delivery or performance by Company of
                  this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

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

(f)      Neither this AAR Agreement nor any certification,  statement,  report or other agreement,  document or instrument furnished or
                  to be  furnished  by the  Company  pursuant to this AAR  Agreement  contains or will  contain any  materially  untrue
                  statement  of fact or omits or will omit to state a fact  necessary  to make the  statements  contained  therein  not
                  misleading.


                  Recognition of Assignee

         6.       From and after the date hereof,  Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned  Loans in  accordance  with the Purchase  Agreement.  It is the  intention of  Assignor,  Company and Assignee  that this PAAR
Agreement  shall be binding upon and for the benefit of the respective  successors and assigns of the parties  hereto.  Neither Company
nor  Assignor  shall amend or agree to amend,  modify,  waiver,  or  otherwise  alter any of the terms or  provisions  of the  Purchase
Agreement  which  amendment,  modification,  waiver or other  alteration  would in any way affect the Assigned  Loans without the prior
written consent of Assignee.




                                            Miscellaneous

                  7.       All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:


         (a)      In the case of Company,

                  ____________________
                  ____________________
                  ____________________
                  ____________________
                  ____________________

                  With a copy to ______________________________________.

(b)      In the case of Assignor,

                  ____________________
                  ____________________
                  ____________________
                  ____________________
                  ____________________

         (c)      In the case of Assignee,

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Raylene Ruyle
                  Telecopier No.:  (972) 444-2810

                  with a copy  to:

                  ___________________
                  383 Madison Avenue
                  New York, New York 10179
                  Attention: ___________
                  Telecopier No.:  (212) 272-____

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


         9.       This PAAR  Agreement  shall be  construed in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

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

         11.      This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Assignor,  Assignee or Company may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         12.      This PAAR Agreement shall survive the conveyance of the Assigned Loans,  the assignment of the Purchase  Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.

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

         14.      In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control.  In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.






                                            [Modification of Purchase Agreement

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

         (a)      The following definitions are added to Section 1.01 of the Purchase Agreement:

         Securities Administrator:  ________________________

         Supplemental PMI Insurer:  ________________________

         Supplemental PMI Policy:   The primary  guarantee  insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
         J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.

         Trustee:          ________________________

         (b)      The following definition is amended and restated:

         Insurance Proceeds:        Proceeds of any Primary Mortgage  Insurance Policy,  the Supplemental PMI Policy, any title policy,
         any hazard  insurance  policy or any other  insurance  policy  covering a Mortgage Loan or other related  Mortgaged  Property,
         including any amounts required to be deposited in the Custodial  Account pursuant to Section 4.04, to the extent such proceeds
         are not to be applied to the  restoration of the related  Mortgaged  Property or released to the Mortgagor in accordance  with
         Accepted Servicing Practices.

         (c)      The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:

         "In  connection  with its  activities  as servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the  Supplemental  PMI Insurer with  respect to the  Supplemental  PMI Policy and, in this  regard,  to take such
action as shall be necessary to permit recovery under any Supplemental  PMI Policy  respecting a defaulted  Mortgage Loan.  Pursuant to
Section 4.04,  any amounts  collected by the Company  under any  Supplemental  PMI Policy shall be deposited in the Custodial  Account,
subject to withdrawal pursuant to Section 4.05.

         In  accordance  with the  Supplemental  PMI Policy,  the Company shall  provide to the  Supplemental  PMI Insurer any required
information regarding the Mortgage Loans.

         The  Company  shall  provide to the  [Securities  Administrator]  on a monthly  basis via  computer  tape,  or other  mutually
acceptable format, the unpaid principal balance,  insurer certificate number,  lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the  Supplemental  PMI Policy.  In addition,  the Company  agrees to forward to the Purchaser
and the  [Securities  Administrator]  any  statements  or other  reports  given by the  Supplemental  PMI  Insurer to the  Servicer  in
connection with a claim under the Supplemental PMI Policy."

         (d)      Clause (vi) of Section 6.1 is amended to read as follows:

         "Company  ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]

         (e)      Section ____      Annual Statement as to Compliance.

         The Company  will  deliver to the Master  Servicer on or before  March 15 of each year,  beginning  with March 15,  200__,  an
Officers'  Certificate  stating  that (i) a  review  of the  activities  of the  Company  during  the  preceding  calendar  year and of
performance  under this  Agreement  has been made under such  officers'  supervision,  (ii) the  Company  has fully  complied  with the
provisions of this Agreement and (iii) to the best of such  officers'  knowledge,  based on such review,  the Company has fulfilled all
of its  obligations  under  this  Agreement  throughout  such  year,  or, if there has been a default  in the  fulfillment  of any such
obligation, specifying each such default known to such officer and the nature and status thereof.

         (f)      Section ____ Annual Certification.

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




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

                                                              EMC MORTGAGE CORPORATION
                                                              Assignor

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________


                                                              ____________________________________________
                                                              Assignee

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________


                                                              ____________________________________________
                                                              Company

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________




                                                EXHIBIT  ___

                                                     FORM OF COMPANY CERTIFICATION

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

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

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

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

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

         5.       I have disclosed to the Master Servicer's certified public accountants all significant  deficiencies  relating to the
Company's  compliance with the minimum  servicing  standards in accordance with a review conduced in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement and the AAR Agreement.

         Capitalized terms used but not defined herein have the meanings ascribed to them in the AAR Agreement.

Date:______________

_____________________
[Signature]
[Title]




                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE




                                                             ATTACHMENT 2

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT




                                                               EXHIBIT E

                                                         FORM OF TRIAL BALANCE

o        S50Y - Scheduled/Scheduled Monthly Remittance Report

o        P139 - Monthly Trial Balance Report

o        S214 - Monthly Pay-off Report

o        S215 - Monthly Actual Collections Report




     EXHIBIT G


         REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:      Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________


Pursuant to a Purchase,  Warranties and Servicing  Agreement (the "Agreement")  between the Company and the Purchaser,  the undersigned
hereby  certifies that he or she is an officer of the Company  requesting  release of the documents for the reason specified below. The
undersigned further certifies that:

(Check one of the items below)

_____    On  _________________,  the above captioned  mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be  escrowed.  The Company  hereby  certifies  that all amounts  with  respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.

_____    The above captioned loan is being  repurchased  pursuant to the terms of the Agreement.  The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.

_____    The above  captioned  loan is being  placed in  foreclosure  and the  original  documents  are  required  to proceed  with the
foreclosure action.  The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.

_____    Other (explain)

_______________________________________________________
_______________________________________________________

All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.

         Based on this  certification  and the  indemnities  provided for in the Agreement,  please release to the Company all original
mortgage documents in your possession relating to this loan.

Dated:_________________

By:________________________________
     Signature
    ___________________________________
         Title

Send documents to:         _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

         Purchaser  hereby  acknowledges  that all original  documents  previously  released on the above captioned  mortgage loan have
been returned and received by the Purchaser.


Dated:________________

By:________________________________
     Signature

    _______________________________
     Title




EXHIBIT H


                                                   COMPANY'S UNDERWRITING GUIDELINES




                                                               EXHIBIT I


                                                              TERM SHEET

         This TERM SHEET (the "Term  Sheet") dated  _____________,  among First Horizon Home Loan  Corporation,  a Kansas  corporation,
located at 4000  Horizon  Way,  Irving,  Texas 75063 (the  "Seller"),  First  Tennessee  Mortgage  Services,  Inc.,  as  servicer  (the
"Servicer"),  a Kansas corporation,  located at 4000 Horizon Way, Irving, Texas 75063 (the Servicer and the Seller together referred to
as the "Company") and EMC Mortgage Corporation,  a Delaware corporation,  located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite
200,  Irving,  Texas 75038 (the  "Purchaser")  is made pursuant to the terms and  conditions of that certain  Purchase,  Warranties and
Servicing Agreement (the "Agreement") dated as of September 1, 2003, among the Servicer,  the Seller and the Purchaser,  the provisions
of which are  incorporated  herein as if set forth in full  herein,  as such  terms and  conditions  may be  modified  or  supplemented
hereby.  All  initially  capitalized  terms used herein  unless  otherwise  defined  shall have the  meanings  ascribed  thereto in the
Agreement.

         The Purchaser  hereby  purchases  from the Seller and the Seller  hereby sells to the  Purchaser,  all of the Seller's  right,
title and interest in and to the Mortgage Loans  described on the Mortgage Loan Schedule  annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement,  as same may be supplemented or modified  hereby.  Hereinafter,
the Servicer  shall service the Mortgage  Loans for the benefit of the Purchaser and all  subsequent  transferees of the Mortgage Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.

1.       Definitions

         For  purposes of the Mortgage  Loans to be sold  pursuant to this Term Sheet,  the  following  terms shall have the  following
meanings:

Aggregate Principal Balance
(as of the Cut-Off Date):

Closing Date:

Custodian:

Cut-off Date:

Initial Weighted Average
Mortgage Loan Remittance Rate:

Mortgage Loan:

Purchase Price Percentage:

Servicing Fee Rate:
Additional Closing Conditions:

In addition to the  conditions  specified in the  Agreement,  the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions:   [None].

Additional Loan Documents:

In addition to the contents of the Mortgage File specified in the Agreement,  the following  documents  shall be delivered with respect
to the Mortgage Loans:   [None]

[Additional] [Modification] of Representations and Warranties:

     [In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
     following additional representations and warranties with respect to the Mortgage Loans:  [None].  [Notwithstanding anything to
     the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation
     and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]


         Except as modified herein, Section ______ of the Agreement shall remain in full force and effect as of the date hereof.





                  IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.


                                    FIRST HORIZON HOME LOAN CORPORATION

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    EMC MORTGAGE CORPORATION


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                    FIRST TENNESSEE MORTGAGE SERVICES, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________




                                                              SCHEDULE I

                                                        MORTGAGE LOAN SCHEDULE



                                                               EXHIBIT J

                                                 RECONSTITUTED MORTGAGE LOAN REPORTING


  (a)        Servicer Mortgage Loan Number
  (b)        FNMA Mortgage Loan Number (if applicable)
  (c)        Lender/Seller Mortgage Loan Number         (if available)
  (d)        Scheduled Balance (scheduled end of month balance reporting to Master Servicer/Trustee)
  (e)        Actual Balance (actual end of month balance received from Mortgagor)
  (f)        Gross Rate (current gross rate)
  (g)        Net Rate (current passthrough)
  (h)        Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
  (i)        Delinquency Month (if available)
  (j)        Default Flag, i.e. FC, REO, etc. (if available)
  (k)        Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
  (l)        Foreclosure start date
  (m)        Foreclosure end date
  (n)        REO Property date
  (o)        With respect to Liquidated Mortgage Loans:
             (i)  amount of loss or gain (as applicable)
             (ii)  the date of the loss or gain.
             (iii)  the liquidation reason (paid in full or repurchased out of deal)
  (p)        Fannie's Laser Reporting
             (i)  Action Code (for default or paid off Mortgage Loans; i.e. 60, 65, etc.)
             (ii)  Action Date
             (iii)  Remit Prin (submitted principal amount)
             (iv)  Remit Int (submitted interest amount)
             (v)  Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual pool)




                                                         AMENDMENT NUMBER FOUR
                                                                to the

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT

                                                     Dated as of September 1, 2003

                                                                 among

                                                       EMC MORTGAGE CORPORATION,
                                                             as Purchaser

                                                                  and

                                                FIRST TENNESSEE MORTGAGE SERVICES, INC.

                                                             as Servicer,

                                                 FIRST HORIZON HOME LOAN CORPORATION,

                                                               AS SELLER


This  AMENDMENT  NUMBER FOUR (this  "Amendment")  is made and entered into this 22nd day of December,  2005,  by and among EMC Mortgage
Corporation,  a Delaware  corporation,  as purchaser (the "Purchaser") and First Tennessee  Mortgage  Services,  Inc., as servicer (the
"Servicer") and First Horizon Home Loan  Corporation (the "Seller",  and together with the Servicer,  the "Company") in connection with
the  Purchase,  Warranties  and  Servicing  Agreement,  dated as of  September  1,  2003,  between  the above  mentioned  parties  (the
"Agreement").

                                                               RECITALS

         WHEREAS,          the parties hereto have entered into the Agreement;

         WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;

         WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and

         NOW, THEREFORE,  in consideration of the premises and for other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

         1.       Capitalized  terms  used  herein  and not  defined  herein  shall  have the  meanings  assigned  to such terms in the
Agreement.

         2.       Article I of the Agreement is hereby amended  effective as of the date hereof by adding the following  definitions to
Section 1.01:

         Commission or SEC:  The Securities and Exchange Commission.

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

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

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

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

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

         Servicing  Criteria:  As of any date of  determination,  the "servicing  criteria" set forth in Item 1122(d) of Regulation AB,
or any  amendments  thereto,  a summary  of the  requirements  of which as of the date  hereof  is  attached  hereto  as  Exhibit M for
convenience  of  reference  only.  In the event of a  conflict  or  inconsistency  between  the terms of Exhibit M and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control.

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

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

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

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

         3.       Article III of the  Agreement  is hereby  amended  effective  as of the date hereof by  revising  Section  3.01(n) as
follows (new text underlined):

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

         4.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(p):

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

         5.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(q):

         (q)      If so requested  by the  Purchaser  or any  Depositor  on any date,  the Company  shall,  within five  Business  Days
following such request,  confirm in writing the accuracy of the  representations  and  warranties set forth in Section  3.01(p) of this
Section or, if any such  representation  and  warranty is not  accurate as of the date of such  request,  provide  reasonably  adequate
disclosure of the pertinent facts, in writing, to the requesting party.

         6.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(r):

         (r)      If so requested by the Purchaser or any Depositor for the purpose of satisfying  its reporting  obligation  under the
Exchange Act with respect to any class of asset-backed  securities,  the Company shall (or shall cause each Subservicer and Third-Party
Originator  to) (i) notify the  Purchaser  and any  Depositor in writing of (A) any material  litigation  or  governmental  proceedings
pending against the Company,  any  Subservicer or any Third-Party  Originator and (B) any  affiliations or  relationships  that develop
following the closing date of a Pass-Through  Transfer  between the Company,  any Subservicer or any Third-Party  Originator and any of
the parties  specified in clause (7) of paragraph  (p) of this Section (and any other parties  identified in writing by the  requesting
party)  with  respect to such  Pass-Through  Transfer,  and (ii)  provide to the  Purchaser  and any  Depositor a  description  of such
proceedings, affiliations or relationships.

         7.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(s):

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

         8.       Article IV of the  Agreement is hereby  amended  effective  as of the date hereof by revising the first  paragraph of
Section 4.03 by adding the following after the first sentence:

         In  determining  the  delinquency  status of any Mortgage  Loan,  the Company  will use  delinquency  recognition  policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.

         9.       Article V of the  Agreement  is hereby  amended  effective  as of the date  hereof by  deleting  Section  5.02 in its
entirety and replacing it with the following:

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each month, in
the  Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an  individual  Mortgage  Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon
by both Purchaser and Company, and shall contain the following:

         (i)      with respect to each Mortgage Loan and each Monthly  Payment,  the amount of such  remittance  allocable to principal
(including a separate breakdown of any Principal  Prepayment,  including the date of such prepayment,  and any prepayment  penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)     reserved;

         (iii)    reserved;

         (iv)     the Stated Principal  Balance of each Mortgage Loan and the aggregate Stated Principal  Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;

         (v)      with respect to each Mortgage Loan, the current Mortgage Interest Rate;

         (vi)     with  respect  to each  Mortgage  Loan,  the  aggregate  amount of any  Insurance  Proceeds,  Condemnation  Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;

         (vii)    reserved;

         (viii)   reserved;

         (ix)     the number of  Mortgage  Loans as of the first day of the  distribution  period and the last day of the  distribution
period;

         (x)      with respect to each Mortgage Loan, the Stated  Principal  Balance of each Mortgage Loan (a) delinquent as grouped in
the following  intervals  through final  liquidation  of such Mortgage  Loan: 30 to 59 days, 60 to 89 days, 90 days or more;  (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;

         (xi)     with respect to each  Mortgage  Loan,  the amount and severity of any realized  loss  following  liquidation  of such
Mortgage Loan;

         (xii)    with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,  the amount of any Monthly  Advances
made by the Company during the prior distribution period;

         (xiii)   reserved;

         (xiv)    reserved;

         (xv)     reserved;

         (xvi)    with respect to any Mortgage Loan, a description of any material  modifications,  extensions or waivers to the terms,
fees,  penalties or payments of such Mortgage Loan during the prior distribution  period or that have cumulatively become material over
time;

         (xvii)   reserved;

         (xviii)  reserved;

         (xix)    with respect to each Mortgage Loan, the Stated  Principal  Balance of any Mortgage Loan that has been  repurchased by
the Company in accordance with Section 3.03 herein;

         (xx) any other information required by Purchaser or master servicer necessary for compliance with Item 1121 of Regulation AB.

         In addition,  the Company  shall  provide to the Purchaser  such other  information  known or available to the Company that is
necessary in order to provide the  distribution  and pool  performance  information  as required  under Item 1121 of Regulation  AB, as
amended from time to time, as determined by the  Purchaser in its sole  reasonable  discretion.  The Company shall also provide a trial
balance,  sorted in Purchaser's  assigned loan number order,  in the form of Exhibit E hereto,  and Exhibit F with respect to defaulted
mortgage loans, with each such report.

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


         10.      Article VI of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  Section  6.04 in its
entirety and replacing it with the following:

         Section 6.04      Annual Statement as to Compliance; Annual Certification.

         (a)      The Company will deliver to the  Purchaser,  to deliver to the Purchaser or its designee on or before March 1 of each
calendar  year  beginning  in 2006,  but in no event  later than March 15th of each  calendar  year  beginning  in 2006,  an  Officers'
Certificate  acceptable to the Purchaser (an "Annual  Statement of  Compliance")  stating,  as to each  signatory  thereof,  that (i) a
review of the  activities  of the  Company  during  the  preceding  calendar  year and of  performance  under this  Agreement  or other
applicable servicing agreement has been made under such officers'  supervision and (ii) to the best of such officers' knowledge,  based
on such review,  the Company has fulfilled all of its obligations under this Agreement or other applicable  servicing  agreement in all
material  respects  throughout  such year,  or, if there has been a failure to fulfill any such  obligation  in any  material  respect,
specifying  each such failure  known to such officer and the nature and status of cure  provisions  thereof.  Such Annual  Statement of
Compliance  shall contain no  restrictions  or limitations on its use. Copies of such statement shall be provided by the Company to the
Purchaser upon request and by the Purchaser to any Person  identified as a prospective  purchaser of the Mortgage  Loans.  In the event
that the Company has delegated any servicing  responsibilities  with respect to the Mortgage Loans to a Subservicer,  the Company shall
deliver an officer's  certificate  of the  Subservicer as described  above as to each  Subservicer as and when required with respect to
the Company.

         (b)      With respect to any Mortgage Loans that are the subject of a Pass-Through  Transfer,  by on or before March 1 of each
calendar  year  beginning in 2006,  but in no event later than March 15th of each  calendar  year  beginning in 2006, an officer of the
Company shall execute and deliver an Officers' Certificate (an "Annual  Certification") to the Purchaser,  any master servicer which is
master  servicing loans in connection with such  transaction (a "Master  Servicer") and any related  depositor (a "Depositor")  for the
benefit of each such entity and such entity's  affiliates  and the officers,  directors and agents of any such entity and such entity's
affiliates,  in the form  attached  hereto as Exhibit L. In the event that the Company has  delegated  any  servicing  responsibilities
with  respect to the Mortgage  Loans to a  Subservicer,  the Company  shall  deliver an officers'  certificate  of the  Subservicer  as
described above as to each Subservicer as and when required with respect to the Company.


         Failure of the Company to timely  comply with this  Section 6.04 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  and Purchaser  may, in addition to whatever  rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity  or to  damages,  including  injunctive  relief  and  specific  performance,  terminate  all the  rights  and
obligations of the Company under this  Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the
Company for the same, as provided in Section 9.01.  Such  termination  shall be considered with cause pursuant to Section 10.01 of this
Agreement.  This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

         11.      Article VI of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  Section  6.05 in its
entirety and replacing it with the following:

         Section 6.05      Annual Independent Certified Public Accountants' Servicing Report.

         The  Company,  at its expense and on or before March 1 of each  calendar  year  beginning in 2006,  but in no event later than
March 15th of each calendar year  beginning in 2006,  shall cause a firm of  independent  public  accountants  which is a member of the
American Institute of Certified Public  Accountants to furnish a report (a "USAP Report") to the Purchaser  acceptable to the Purchaser
to the effect that such firm has examined certain  documents and records  relating to the Company's  servicing of mortgage loans of the
same type as the Mortgage  Loans  pursuant to servicing  agreements  substantially  similar to this  Agreement,  which  agreements  may
include this Agreement,  and that, on the basis of such an  examination,  conducted  substantially  in the uniform single audit program
for mortgage  bankers,  such firm is of the opinion that the Company's  servicing has been conducted in compliance  with the agreements
examined  pursuant to this Section 6.05 during the preceding  calendar year,  except for (i) such exceptions as such firm shall believe
to be  immaterial,  and (ii) such  other  exceptions  as shall be set forth in such USAP  Report.  Such USAP  Report  shall  contain no
restrictions  or  limitations on its use.  Copies of such USAP Report shall be provided by the Company to the  Purchaser.  In addition,
on an annual basis, Company shall provide Purchaser with copies of its audited financial statements.

         In the event  that the  Company  has  delegated  any  servicing  responsibilities  with  respect  to the  Mortgage  Loans to a
Subservicer,  the  Company  shall  provide a USAP report of the  Subservicer  as  described  above as to each  Subservicer  as and when
required with respect to the Company.

         Notwithstanding  the  foregoing,  the Company's  obligation to deliver a USAP Report under this Section,  as to the Company or
any Subservicer,  as to any calendar year,  beginning with the report required in February 2007, shall be satisfied if an Assessment of
Compliance and Attestation Report is delivered in compliance with Section 6.07 for such calendar year with respect to that entity.

         Failure of the Company to timely  comply with this  Section 6.05 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  and Purchaser  may, in addition to whatever  rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity  or to  damages,  including  injunctive  relief  and  specific  performance,  terminate  all the  rights  and
obligations of the Company under this  Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the
Company for the same, as provided in Section 9.01.  Such  termination  shall be considered with cause pursuant to Section 10.01 of this
Agreement.  This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

         12.      Article VI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
6.07:

         Section 6.07      Assessment of Compliance with Servicing Criteria.

         On and after January 1, 2006,  the Company  shall  service and  administer,  and shall cause each  subservicer  to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With  respect to any  Mortgage  Loans that are the  subject of a  Pass-Through  Transfer,  the  Company  shall  deliver to the
Purchaser or its designee on or before  February 28 of each calendar year beginning in 2007, a report (an  "Assessment of  Compliance")
reasonably  satisfactory  to the Purchaser  regarding the Company's  assessment of compliance  with the Servicing  Criteria  during the
preceding  calendar  year as required by Rules 13a-18 and 15d-18 of the Exchange  Act and Item 1122 of  Regulation  AB, which as of the
date hereof, require a report by an authorized officer of the Company that contains the following:

         (a)      A statement by such officer of its responsibility for assessing  compliance with the Servicing Criteria applicable to
the Company;

         (b)      A statement by such officer that such officer used the  Servicing  Criteria to assess  compliance  with the Servicing
Criteria applicable to the Company;

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

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

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

         Such report at a minimum shall address each of the Servicing Criteria  specified on a certification  substantially in the form
of Exhibit O hereto delivered to the Purchaser concurrently with the execution of this Agreement.

         With  respect to any  Mortgage  Loans that are the  subject  of a  Pass-Through  Transfer,  on or before  February  28 of each
calendar year  beginning in 2007,  the Company shall furnish to the Purchaser or its designee a report (an  "Attestation  Report") by a
registered  public  accounting firm that attests to, and reports on, the Assessment of Compliance  made by the Company,  as required by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of  Regulation  AB, which  Attestation  Report must be made in  accordance
with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.

         The Company shall cause each  Subservicer,  and each  Subcontractor  determined by the Company pursuant to Section 11.19 to be
"participating  in the  servicing  function"  within the meaning of Item 1122 of  Regulation  AB, to deliver to the  Purchaser  and any
Depositor an assessment of compliance and accountants' attestation as and when provided in Sections 6.07.

         If the Company  cannot deliver the related  Assessment of Compliance or Attestation  Report by February 28th of such year, the
Purchaser,  at its sole option,  may permit a cure period for the Company to deliver  such  Assessment  of  Compliance  or  Attestation
Report, but in no event later than March 10th of such year.

         Failure of the Company to timely  comply with this  Section 6.07 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  and Purchaser  may, in addition to whatever  rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity  or to  damages,  including  injunctive  relief  and  specific  performance,  terminate  all the  rights  and
obligations of the Company under this  Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the
Company for the same, as provided in Section 9.01.  Such  termination  shall be considered with cause pursuant to Section 10.01 of this
Agreement.  This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

         13.      Article VI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
6.08:

         Section 6.08      Intent of the Parties; Reasonableness.

         The Purchaser and the Company  acknowledge and agree that a purpose of Sections  3.01(p),  5.02, 6.04, 6.05, 6.07 and 11.18 of
this  Agreement is to facilitate  compliance by the Purchaser and any Depositor  with the provisions of Regulation AB and related rules
and  regulations  of the  Commission.  Neither  the  Purchaser  nor any  Depositor  shall  exercise  its right to request  delivery  of
information or other  performance  under these  provisions  other than in good faith,  or for purposes other than  compliance  with the
Securities  Act,  the  Exchange  Act and the  rules and  regulations  of the  Commission  thereunder.  The  Company  acknowledges  that
interpretations  of the  requirements  of  Regulation AB may change over time,  whether due to  interpretive  guidance  provided by the
Commission or its staff,  consensus among participants in the asset-backed  securities markets,  advice of counsel,  or otherwise,  and
agrees to comply  with  requests  made by the  Purchaser  or any  Depositor  in good faith for  delivery  of  information  under  these
provisions on the basis of evolving  interpretations of Regulation AB. In connection with any Pass-Through  Transfer, the Company shall
cooperate  fully with the Purchaser to deliver to the Purchaser  (including any of its assignees or designees)  and any Depositor,  any
and all  statements,  reports,  certifications,  records and any other  information  necessary in the good faith  determination  of the
Purchaser or any Depositor to permit the Purchaser or such  Depositor to comply with the  provisions  of Regulation  AB,  together with
such disclosures relating to the Company, any Subservicer,  any Third-Party  Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.

         14.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by  restating  Section  11.18 in its
entirety as follows:

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the Purchaser's sole option and with Purchaser's best efforts to provide
notice to the Company fifteen (15) days prior to the  Reconstitution  Date, the Purchaser may effect one or more sales, but in no event
greater than three (3) per pool of Mortgage  Loans sold under the related Term Sheet (each, a  "Reconstitution")  of some or all of the
Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater  obligations  on the part of Company than are  contained  in this  Agreement.  Notwithstanding  anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set  forth  in  this  Agreement  as of the  settlement  or  closing  date  in  connection  with  such
Reconstitution (each, a "Reconstitution Date").

         In addition,  the Company  shall provide to such servicer or issuer,  as the case may be, and any other  participants  in such
Reconstitution:

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

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

         (iii)    within 5 Business Days after request by the Purchaser,  the  information  with respect to the Company (as originator)
and each  Third-Party  Originator  of the  Mortgage  Loans as required  under Item 1110(a) and (b) of  Regulation  AB, a summary of the
requirements  of which has of the date hereof is attached  hereto as Exhibit N for  convenience  of reference  only,  as  determined by
Purchaser in its sole  reasonable  discretion.  If requested by the  Purchaser,  this will  include  information  about the  applicable
credit-granting or underwriting criteria;

         (iv)     within 5 Business  Days after request by the  Purchaser,  to the extent that is required  Regulation  AB, the Company
shall  provide,  to the extent that is  reasonably  available to the Company (and not  otherwise  available to the  Purchaser)  without
unreasonable  burden,  cost or expense (or, as applicable,  cause each Third-Party  Originator to provide) Static Pool Information with
respect to the mortgage loans (of a similar type as the Mortgage  Loans,  as reasonably  identified by the Purchaser as provided below)
serviced by the Company or any  Third-Party  Originator  for a period of 120 days or more and  originated  by (i) the  Company,  if the
Company is an originator of Mortgage  Loans  (including as an acquirer of Mortgage Loans from a Qualified  Correspondent),  and/or (ii)
each  Third-Party  Originator in each case to the extent such mortgage loans were  purchased  from the Company by the  Purchaser.  Such
Static  Pool  Information  shall be prepared by the Company (or  Third-Party  Originator)  on the basis of its  reasonable,  good faith
interpretation of the requirements of Item  1105(a)(1)-(3)  and (c) of Regulation AB for such period of time the Company or Third-Party
Origination  serviced  such  mortgage  loans.  To the  extent  that  there is  reasonably  available  to the  Company  (or  Third-Party
Originator),  without  unreasonable  effort or expense  Static Pool  Information  with respect to more than one mortgage loan type, the
Purchaser or any Depositor  shall be entitled to specify  whether some or all of such  information  shall be provided  pursuant to this
paragraph.  The  content of such Static Pool  Information  may be in the form  customarily  provided  by the  Company,  and need not be
customized for the Purchaser or any Depositor.  Such Static Pool  Information for each vintage  origination  year or prior  securitized
pool, as applicable,  shall be presented in increments no less  frequently  than quarterly over the life of the mortgage loans included
in the vintage  origination year or prior securitized  pool. The most recent periodic  increment must be as of a date no later than 135
days prior to the date of the  prospectus  or other  offering  document  in which the Static  Pool  Information  is to be  included  or
incorporated by reference.  The Static Pool Information  shall be provided in an electronic  format that provides a permanent record of
the information  provided,  such as a portable document format (pdf) file, or other such electronic  format reasonably  required by the
Purchaser or the Depositor,  as  applicable.  The Purchaser  agrees that it will cooperate with the Company and provide  sufficient and
timely notice of any  information  requirement  pertaining to a  Securitization  Transaction.   The Purchaser  will make all reasonable
efforts to contain  requests for  information,  reports or any other materials to items required for compliance with Regulation AB, and
will refrain from  requesting  information  that is not required for such  compliance.   The  Purchaser  further  agrees to provide the
Company with Static Pool  Information  regarding the Mortgage  Loans to the same extent that the Company is required to provide  Static
Pool  Information  with respect to mortgage  loans  similar to the Mortgage  Loans  hereunder.  The Company shall in good faith use its
best efforts to supply the Static Pool Information required hereunder;  provided,  however, that failure of the Company to perform such
obligations,  after  applying  all good  faith best  efforts,  shall not result in a breach by the  Company of the  provisions  of this
Agreement;

         (v)      within 5 Business  Days after  request by the  Purchaser,  information  with respect to the Company (as  servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit N for  convenience  of reference  only,  as determined by Purchaser in its sole  reasonable  discretion.  In the event that the
Company has delegated any servicing  responsibilities  with respect to the Mortgage Loans to a  Subservicer,  the Company shall provide
the information required pursuant to this clause with respect to the Subservicer;

         (vi)     within 5 Business Days after request by the Purchaser,
                  (a)  information  regarding  any legal  proceedings  pending  (or known to be  contemplated)  against the Company (as
         originator and as servicer) and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1117 of
         Regulation AB, a summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit N for convenience
         of reference only, as determined by Purchaser in its sole reasonable discretion,
                  (b)  information  regarding  affiliations  with respect to the Company (as originator and as servicer) and each other
         originator  of the  Mortgage  Loans and each  Subservicer  as  required  by Item  1119(a) of  Regulation  AB, a summary of the
         requirements  of which as of the date hereof is attached  hereto as Exhibit N for convenience of reference only, as determined
         by Purchaser in its sole reasonable discretion, and
                  (c) information regarding  relationships and transactions with respect to the Company (as originator and as servicer)
         and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
         summary of the  requirements  of which as of the date  hereof is attached  hereto as Exhibit N for  convenience  of  reference
         only, as determined by Purchaser in its sole reasonable discretion; and

         (vii)    if so requested by the Purchaser, the Company shall provide (or, as applicable,  cause each Third-Party Originator to
provide),  at the expense of the Purchaser (to the extent of any additional  incremental  expense  associated with delivery pursuant to
this Agreement),  such statements and agreed-upon  procedures  letters of certified  public  accountants  reasonably  acceptable to the
Purchaser or Depositor,  as applicable,  pertaining to Static Pool Information  relating to prior securitized pools for securitizations
closed  on or after  January  1,  2006 or,  in the case of Static  Pool  Information  with  respect  to the  Company's  or  Third-Party
Originator's  originations or purchases, to calendar months commencing January 1, 2006, or to any financial information included in any
other disclosure  provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably  request.  Such statements and
letters  shall be addressed to and be for the benefit of such parties as the Purchaser or such  Depositor  shall  designate,  which may
include,  by way of example,  any Sponsor,  any  Depositor  and any broker dealer  acting as  underwriter,  placement  agent or initial
purchaser with respect to a Pass-Through Transfer.  Any such statement or letter may take the form of a standard,  generally applicable
document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.

         In the event of a conflict or  inconsistency  between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

         The Company shall indemnify the Purchaser,  each affiliate of the Purchaser,  and each of the following parties  participating
in a Pass-Through  Transfer:  each sponsor and issuing entity; each Person responsible for the preparation,  execution or filing of any
report  required to be filed with the  Commission  with respect to such  Pass-Through  Transfer,  or for  execution of a  certification
pursuant to Rule  13a-14(d) or Rule 15d-14(d)  under the Exchange Act with respect to such  Pass-Through  Transfer;  each broker dealer
acting as underwriter,  placement  agent or initial  purchaser,  each Person who controls any of such parties or the Depositor  (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective  present and former  directors,
officers,  employees and agents of each of the foregoing  and of the  Depositor,  and shall hold each of them harmless from and against
any losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:

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

         (ii)  any  failure  by the  Company,  any  Subservicer,  any  Subcontractor  or any  Third-Party  Originator  to  deliver  any
information,  report,  certification,  accountants'  letter or other material when and as required under this Section 11.18,  including
any failure by the Company to identify  pursuant to Section 11.19 any Subcontractor  "participating  in the servicing  function" within
the meaning of Item 1122 of Regulation AB; or

         (iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing  furnished  pursuant
to Section  3.01(q)  and made as of a date prior to the  closing  date of the related  Pass-Through  Transfer,  to the extent that such
breach is not cured by such  closing  date,  or any breach by the  Company  of a  representation  or  warranty  in a writing  furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.

         15.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
11.19:

         Section 11.19. Use of Subservicers and Subcontractors.

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

         (b)      The Company shall cause any Subservicer  used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the  provisions of this Section and with Sections  3.01(p),  3.01(s),  6.04,  6.05,  6.07 and 11.18 of
this Agreement to the same extent as if such  Subservicer  were the Company,  and to provide the  information  required with respect to
such  Subservicer  under Section  3.01(r) of this Agreement.  The Company shall be responsible for obtaining from each  Subservicer and
delivering to the Purchaser and any Depositor any Annual  Statement of Compliance  required to be delivered by such  Subservicer  under
Section 6.04(a),  any Assessment of Compliance and Attestation  Report required to be delivered by such Subservicer  under Section 6.07
and any Annual Certification required under Section 6.04(b) as and when required to be delivered.

         (c)      The  Company  shall  promptly  upon  request  provide to the  Purchaser  and any  Depositor  (or any  designee of the
Depositor,  such as a master servicer or administrator) a written description (in form and substance  satisfactory to the Purchaser and
such  Depositor)  of the role and  function  of each  Subcontractor  utilized  by the Company or any  Subservicer,  specifying  (i) the
identity of each such  Subcontractor,  (ii) which (if any) of such  Subcontractors are "participating in the servicing function" within
the meaning of Item 1122 of Regulation  AB, and (iii) which  elements of the Servicing  Criteria  will be addressed in  assessments  of
compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the  meaning of Item 1122 of  Regulation  AB, the  Company  shall  cause any such  Subcontractor  used by the Company (or by any
Subservicer)  for the benefit of the  Purchaser  and any  Depositor to comply with the  provisions  of Sections  6.07 and 11.18 of this
Agreement to the same extent as if such  Subcontractor  were the Company.  The Company shall be  responsible  for  obtaining  from each
Subcontractor  and  delivering to the Purchaser and any Depositor any Assessment of Compliance and  Attestation  Report  required to be
delivered by such Subcontractor under Section 6.07, in each case as and when required to be delivered.

         16.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:




                                                                   EXHIBIT L

                                                         FORM OF COMPANY CERTIFICATION

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

         1.       Based on my knowledge,  the  information  in the Annual  Statement of Compliance,  the [USAP Report]*  [Assessment of
Compliance and Attestation  Report]** and all servicing reports,  officer's  certificates and other information provided by the Company
relating to the  servicing of the Mortgage  Loans taken as a whole,  do not contain any untrue  statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the  circumstances  under which such statements were made, not
misleading as of the date of this certification;
         2.       Based on my knowledge,  the information in these reports,  taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact  necessary to make the  statements  made,  in light of the  circumstances  under which
such statements were made, not misleading as of the last day of the period covered by such servicing reports.

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

         4.       I am  responsible  for reviewing the  activities  performed the Company under the Agreement and based upon the review
required  under the  Agreement,  and except as disclosed in the Annual  Statement of Compliance or the [USAP  Report]*  [Assessment  of
Compliance and Attestation Report]**, the Company has fulfilled its obligations under the Agreement.

         5.       [I have disclosed to the Master Servicer's certified public accountants all significant  deficiencies relating to the
Company's  compliance with the minimum  servicing  standards in accordance with a review conduced in compliance with the Uniform Single
Attestation  Program for Mortgage  Bankers or similar  standard as set forth in the  Agreement.]*  [The  Assessment of  Compliance  and
Attestation  Report of the Company have been  delivered to the Purchaser as required  under the  Agreement.  Following is a list of all
material   instances  of  noncompliance   described  in  the  Attestation  of  Compliance  and  Attestation   Report  (if  none,  state
"none"):___________________________.]*
                                                     [COMPANY]

                                                     By:
                                                     Name:
                                                     Title:
                                                     Date:
*       To be used if a USAP Report is being delivered under the Agreement
**      To be used if an Assessment of Compliance and Attestation Report is being delivered under the Agreement

         17.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:




                                                               EXHIBIT M

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

NOTE: This Exhibit M is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit M and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1122(d)

(v)      General servicing considerations.

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

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

(C)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

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

(vi)     Cash collection and administration.

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

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

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

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

(E)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

(F)      Unissued checks are safeguarded so as to prevent unauthorized access.

(G)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(vii)    Investor remittances and reporting.

(A)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

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

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

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

(viii)   Mortgage Loan administration.

(A)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

(B)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

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

(D)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

(E)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

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

(G)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

(H)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

(I)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

(J)      Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
(C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

(K)      Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

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

(M)      Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

(N)      Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

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

         18.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:




                                                               EXHIBIT N

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

NOTE: This Exhibit N is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit N and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1105(a)(1)-(3) and (c)

         -Provide  static pool  information  with respect to mortgage loans that were  originated or purchased by the Company and which
are of the same type as the Mortgage Loans.

         -Provide static pool information  regarding  delinquencies,  cumulative  losses and prepayments for prior securitized pools of
the Company.

         -If the Company has less than 3 years  experience  securitizing  assets of the same type as the  Mortgage  Loans,  provide the
static pool  information by vintage  origination  years  regarding  loans  originated or purchased by the Company,  instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.

         -Such  static pool  information  shall be for the prior five years,  or for so long as the  Company  has been  originating  or
purchasing (in the case of data by vintage  origination  year) or securitizing  (in the case of data by prior  securitized  pools) such
mortgage loans if for less than five years.

         -The static pool information for each vintage  origination year or prior securitized  pool, as applicable,  shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.

         -Provide summary  information for the original  characteristics  of the prior securitized pools or vintage  origination years,
as applicable and material,  including:  number of pool assets, original pool balance,  weighted average initial loan balance, weighted
average  mortgage rate,  weighted  average and minimum and maximum FICO,  product type, loan purpose,  weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.


Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -a description of the Company's form of organization;

         -a description of how long the Company has been servicing  residential  mortgage loans; a general  discussion of the Company's
experience in servicing  assets of any type as well as a more detailed  discussion of the Company's  experience  in, and procedures for
the  servicing  function it will perform  under this  Agreement  and any  Reconstitution  Agreements;  information  regarding the size,
composition  and growth of the  Company's  portfolio of mortgage  loans of the type similar to the Mortgage  Loans and  information  on
factors  related  to the  Company  that may be  material  to any  analysis  of the  servicing  of the  Mortgage  Loans  or the  related
asset-backed securities,  as applicable,  including whether any default or servicing related performance trigger has occurred as to any
other  securitization due to any act or failure to act of the Company,  whether any material  noncompliance  with applicable  servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;

         -a  description  of any material  changes to the Company's  policies or  procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Company's  financial  condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved  in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Company's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and  interest  advances  made by the  Company on the  Mortgage  Loans and the
Company's overall servicing portfolio for the past three years; and

         -the Company's process for handling  delinquencies,  losses,  bankruptcies and recoveries,  such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1110(a)

         -Identify any originator or group of affiliated originators that originated,  or is expected to originate,  10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.


Item 1110(b)

         Provide the following  information with respect to any originator or group of affiliated  originators  that originated,  or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -the Company's form of organization; and

         -a  description  of the Company's  origination  program and how long the Company has been engaged in  originating  residential
mortgage  loans,  which  description  must include a discussion of the Company's  experience in originating  mortgage loans of the same
type as the Mortgage  Loans and  information  regarding  the size and  composition  of the Company's  origination  portfolio as well as
information  that may be material to an analysis of the performance of the Mortgage  Loans,  such as the Company's  credit-granting  or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.


Item 1117

         -describe any legal  proceedings  pending against the Company or against any of its property,  including any proceedings known
to be  contemplated  by  governmental  authorities,  that may be material to the holders of the securities  issued in the  Pass-Through
Transfer.


Item 1119(a)

         -describe  any  affiliations  of the Company,  each other  originator  of the  Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Pass-Through Transfer.


Item 1119(b)

         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the  Pass-Through  Transfer,  between the Company,  each other  originator of the Mortgage  Loans and each  Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Pass-Through Transfer.

Item 1119(c)

         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
Mortgage  Loans or the  Pass-Through  Transfer,  including  the material  terms and  approximate  dollar amount  involved,  between the
Company, each other originator of the Mortgage Loans and each Subservicer,  or their respective  affiliates and the sponsor,  depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.

         19.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:




                                                               EXHIBIT O

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

--------------------------------------------------------------------------------------------- -----------------------
                                                                                               Applicable Servicing
                                     Servicing Criteria                                              Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures are instituted to monitor any performance
                        or other triggers and events of default in accordance with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If any material servicing activities are outsourced to third
                        parties, policies and procedures are instituted to monitor the
                        third party's performance and compliance with such servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any requirements in the transaction agreements to maintain a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions policy is in effect on the
                        party participating in the servicing function throughout the
                        reporting period in the amount of coverage required by and
                        otherwise in accordance with the terms of the transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments on mortgage loans are deposited into the appropriate
                        custodial bank accounts and related bank clearing accounts no more
                        than two business days following receipt, or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements made via wire transfer on behalf of an obligor or to
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees regarding collections, cash flows
                        or distributions, and any interest or other fees charged for such
                        advances, are made, reviewed and approved as specified in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The related accounts for the transaction, such as cash reserve
                        accounts or accounts established as a form of
                        overcollateralization, are separately maintained (e.g., with
                        respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each custodial account is maintained at a federally insured
                        depository institution as set forth in the transaction agreements.
                        For purposes of this criterion, "federally insured depository
                        institution" with respect to a foreign financial institution means
                        a foreign financial institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent unauthorized
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations are prepared on a monthly basis for all
                        asset-backed securities related bank accounts, including custodial
                        accounts and related bank clearing accounts. These reconciliations
                        are (A) mathematically accurate; (B) prepared within 30 calendar
                        days after the bank statement cutoff date, or such other number of
                        days specified in the transaction agreements; (C) reviewed and
                        approved by someone other than the person who prepared the
                        reconciliation; and (D) contain explanations for reconciling items.
                        These reconciling items are resolved within 90 calendar days of
                        their original identification, or such other number of days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports to investors, including those to be filed with the
                        Commission, are maintained in accordance with the transaction
                        agreements and applicable Commission requirements. Specifically,
                        such reports (A) are prepared in accordance with timeframes and
                        other terms set forth in the transaction agreements; (B) provide
                        information calculated in accordance with the terms specified in
                        the transaction agreements; (C) are filed with the Commission as
                        required by its rules and regulations; and (D) agree with
                        investors' or the trustee's records as to the total unpaid
                        principal balance and number of mortgage loans serviced by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors are allocated and remitted in accordance
                        with timeframes, distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements made to an investor are posted within two business
                        days to the Servicer's investor records, or such other number of
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts remitted to investors per the investor reports agree with
                        cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------
                                             Pool Asset Administration
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage loans is maintained as required
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any additions, removals or substitutions to the asset pool are
                        made, reviewed and approved in accordance with any conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments on mortgage loans, including any payoffs, made in
                        accordance with the related mortgage loan documents are posted to
                        the Servicer's obligor records maintained no more than two business
                        days after receipt, or such other number of days specified in the
                        transaction agreements, and allocated to principal, interest or
                        other items (e.g., escrow) in accordance with the related mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's records regarding the mortgage loans agree with the
                        Servicer's records with respect to an obligor's unpaid principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes with respect to the terms or status of an obligor's
                        mortgage loans (e.g., loan modifications or re-agings) are made,
                        reviewed and approved by authorized personnel in accordance with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss mitigation or recovery actions (e.g., forbearance plans,
                        modifications and deeds in lieu of foreclosure, foreclosures and
                        repossessions, as applicable) are initiated, conducted and
                        concluded in accordance with the timeframes or other requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records documenting collection efforts are maintained during the
                        period a mortgage loan is delinquent in accordance with the
                        transaction agreements. Such records are maintained on at least a
                        monthly basis, or such other period specified in the transaction
                        agreements, and describe the entity's activities in monitoring
                        delinquent mortgage loans including, for example, phone calls,
                        letters and payment rescheduling plans in cases where delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments to interest rates or rates of return for mortgage loans
                        with variable rates are computed based on the related mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding any funds held in trust for an obligor (such as escrow
                        accounts): (A) such funds are analyzed, in accordance with the
                        obligor's mortgage loan documents, on at least an annual basis, or
                        such other period specified in the transaction agreements; (B)
                        interest on such funds is paid, or credited, to obligors in
                        accordance with applicable mortgage loan documents and state laws;
                        and (C) such funds are returned to the obligor within 30 calendar
                        days of full repayment of the related mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments made on behalf of an obligor (such as tax or insurance
                        payments) are made on or before the related penalty or expiration
                        dates, as indicated on the appropriate bills or notices for such
                        payments, provided that such support has been received by the
                        servicer at least 30 calendar days prior to these dates, or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late payment penalties in connection with any payment to be
                        made on behalf of an obligor are paid from the servicer's funds and
                        not charged to the obligor, unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements made on behalf of an obligor are posted within two
                        business days to the obligor's records maintained by the servicer,
                        or such other number of days specified in the transaction
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies, charge-offs and uncollectible accounts are
                        recognized and recorded in accordance with the transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any external enhancement or other support, identified in Item
                        1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)          as set forth in the transaction agreements.
-----------------------                                                                       -----------------------

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



                                                     [NAME OF COMPANY] [NAME OF SUBSERVICER]


                                                     Date:    _________________________



                                                     By:      _________________________
                                                     Name:
                                                     Title:

         20.      Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.

         21.      This  Amendment may be executed by one or more of the parties  hereto on any number of separate  counterparts  and of
said counterparts taken together shall be deemed to constitute one and the same instrument.

                                                       [SIGNATURE PAGES FOLLOW]




         IN WITNESS WHEREOF,  the following parties have caused their names to be signed hereto by their respective  officers thereunto
duly authorized as of the day and year first above written.
                                                              EMC MORTGAGE CORPORATION,
                                                                       as Purchaser

                                                              By: _______________________
                                                              Name:
                                                              Title:


                                                              FIRST HORIZON HOME LOAN CORPORATION
                                                                       Seller

                                                              By: _______________________
                                                              Name:
                                                              Title:

                                                              FIRST TENNESSEE MORTGAGE SERVICES, INC.
                                                                       Servicer

                                                              By: _______________________
                                                              Name:
                                                              Title:




                                                                                                                            EXHIBIT H-5




                                                       EMC MORTGAGE CORPORATION
                                                                 Owner



                                                       GMAC MORTGAGE CORPORATION
                                                               Servicer




                                                          SERVICING AGREEMENT

                                                        Dated as of May 1, 2001





EXHIBITS


Exhibit A         Mortgage Loan Schedule

Exhibit B         Custodial Account Letter Agreement

Exhibit C         Escrow Account Letter Agreement

Exhibit D         Form of Request for Release

Exhibit E         Loan Level Scheduled-Scheduled Remittance Tape Layout




         THIS IS A SERVICING  AGREEMENT,  dated as of May 1, 2001, and is executed  between EMC Mortgage  Corporation (the "Owner") and
GMAC Mortgage Corporation (the "Servicer").


                                                         W I T N E S S E T H :


         WHEREAS, the Owner is the owner of the Mortgage Loans;

         WHEREAS, the Owner and the Servicer wish to prescribe the permanent management, servicing and control of the Mortgage Loans;

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


                                                               ARTICLE I
                                                              DEFINITIONS
                  Section 1.01 Defined Terms
                  Whenever used in this Agreement,  the following words and phrases, unless the context otherwise requires,  shall have
the following meaning specified in this Article:

                  Accepted  Servicing  Practices:  With respect to any Mortgage Loan,  those mortgage  servicing  practices  (including
collection procedures) that are in accordance with the Fannie Mae Guide.

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

                  Agreement:  This Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.

                  ARM Loans:  First lien,  conventional,  1-4 family  residential  Mortgage Loans with interest rates which adjust from
time to time in  accordance  with the  related  Index and are  subject to Periodic  Rate Caps and  Lifetime  Rate Caps and which do not
permit conversion to fixed interest rates.

                  BIF:  The Bank Insurance Fund, or any successor thereto.

                  Business Day: Any day other than (i) a Saturday or Sunday,  or (ii) a legal  holiday in the States of New York,  Iowa
or the  Commonwealth of  Pennsylvania,  or (iii) a day on which banks in the States of New York, Iowa or Pennsylvania are authorized or
obligated by law or executive order to be closed.

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

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

                  Custodial  Account:  The separate  demand account or accounts  created and maintained  pursuant to Section 4.04 which
shall be entitled  "GMAC  Mortgage  Corporation  Custodial  Account in trust for  [Owner],  Owner of Whole Loan  Mortgages  and various
Mortgagors"  and shall be  established at a Qualified  Depository,  each of which accounts shall in no event contain funds in excess of
the FDIC insurance limits.

                  Custodian:  Wells Fargo Bank Minnesota, N.A., or such other custodian as Owner shall designate.

                  Cut-off Date:  As identified on the related Confirmation.

                  Determination  Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately  preceding
such 15th day) of the month of the Remittance Date.

                  Due Date:  Each day on which  payments of  principal  and interest  are  required to be paid in  accordance  with the
terms of the related Mortgage Note, exclusive of any days of grace.

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

                  Effective Date:  As identified on the related Confirmation.

                  Escrow Account:  The separate trust account or accounts  created and maintained  pursuant to Section 4.06 which shall
be entitled "GMAC Mortgage  Corporation  Escrow Account,  in trust for [Owner],  Owner of Whole Loan Mortgages and various  Mortgagors"
and shall be  established  at a Qualified  Depository,  each of which  accounts  shall in no event  contain funds in excess of the FDIC
insurance limits.

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

                  Event of Default:   Any one of the conditions or circumstances enumerated in Section 9.01.

                  Fannie Mae:  Fannie Mae, or any successor thereto.

                  Fannie Mae Guide:  The Fannie Mae Selling  Guide and the Fannie Mae Servicing  Guide and all  amendments or additions
thereto.

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

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

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

                  Freddie Mac:   Freddie Mac, or any successor thereto.

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

                  Full Principal  Prepayment:  A Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage
Loan.

                  GAAP:  Generally accepted accounting procedures, consistently applied.

                  HUD:   The United States Department of Housing and Urban Development or any successor.

                  Index:  With respect to each ARM Loan,  on the related  Adjustment  Date,  the index used to  determine  the Mortgage
Interest Rate on each such ARM Loan.

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

                  Lifetime  Rate  Cap:  With  respect  to each ARM  Loan,  the  maximum  Mortgage  Interest  Rate over the term of such
Mortgage Loan, as specified in the related Mortgage Note.

                  Liquidation  Proceeds:  Cash  received in connection  with the  liquidation  of a defaulted  Mortgage  Loan,  whether
through the sale or assignment of such Mortgage  Loan,  trustee's  sale,  foreclosure  sale or otherwise,  other than amounts  received
following the acquisition of an REO Property pursuant to Section 4.13.

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

                  Monthly  Advance:  The  aggregate of the advances  made by the Servicer on any  Remittance  Date  pursuant to Section
5.03.

                  Monthly  Payment:  With respect to each  Mortgage  Loan,  the  scheduled  monthly  payment of principal  and interest
thereon which is payable by the related Mortgagor under the related Mortgage Note.

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

                  Mortgage  Interest  Rate:  The annual rate at which  interest  accrues on any Mortgage  Loan in  accordance  with the
provisions of the related  Mortgage  Note,  and in the case of an ARM Loan, as adjusted from time to time on each  Adjustment  Date for
such Mortgage Loan to equal the Index for such Mortgage  Loan plus the Margin for such Mortgage  Loan,  and subject to the  limitations
on such interest rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.

                  Mortgage  Loan:  An  individual  Mortgage  Loan  described  herein,  and as further  identified  on the Mortgage Loan
Schedule,  which Mortgage Loan includes without limitation the Mortgage Loan Documents,  the Monthly Payments,  Principal  Prepayments,
Liquidation Proceeds,  Condemnation Proceeds,  Insurance Proceeds, REO Disposition Proceeds, and all other rights,  benefits,  proceeds
and obligations arising from or in connection with such Mortgage Loan.

                  Mortgage Loan Documents:  The original mortgage loan legal documents held by the Custodian.

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

                   Mortgage  Loan  Schedule:  The  schedule  of  Mortgage  Loans  attached  hereto as  Exhibit A, such  schedule  being
acceptable to the Owner and the Servicer.

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

                  Mortgaged  Property:  The underlying  real property  securing  repayment of a Mortgage  Note,  consisting of a single
parcel of real estate  considered  to be real  estate  under the laws of the State in which such real  property  is located,  which may
include condominium units and planned unit developments, improved by a residential dwelling.

                  Mortgagor:  The obligor on a Mortgage  Note.  The  Mortgagor is a natural  person who is a party to the Mortgage Note
and Mortgage in an individual capacity.

                  Nonrecoverable  Advance:  Any  advance  previously  made by the  Servicer  pursuant to Section  5.03 or any  expenses
incurred  pursuant to Section  4.08 which,  in the good faith  judgment  of the  Servicer,  may not be  ultimately  recoverable  by the
Servicer from Liquidation  Proceeds.  The determination by the Servicer that is has made a Nonrecoverable  Advance,  shall be evidenced
by an Officer's Certificate of the Servicer delivered to the Owner and detailing the reasons for such determination.

                  OCC:  Office of the Comptroller of the Currency, its successors and assigns.

                  Officers'  Certificate:  A  certificate  signed by the  Chairman of the Board,  the Vice  Chairman of the Board,  the
President,  a Senior Vice  President or a Vice  President or by the Treasurer or the  Secretary or one of the  Assistant  Treasurers or
Assistant Secretaries of the Servicer, and delivered to the Owner as required by this Agreement.

                  Opinion of Counsel:  A written opinion of counsel,  who may be an employee of the party on behalf of whom the opinion
is being given, reasonably acceptable to the Owner.

                  OTS:  Office of Thrift Supervision, its successors and assigns.

                  Owner:  EMC Mortgage Corporation, its successors in interest and assigns.

                  Partial  Principal  Prepayment:  A Principal  Prepayment by a Mortgagor of a partial  principal balance of a Mortgage
Loan.

                  Pass-Through  Transfer:  The sale or transfer of same or all of the  Mortgage  Loans to a trust as part of a publicly
issued or privately placed, rated or unrated Mortgage pass-through transaction.

                  Periodic  Rate Cap:  With respect to each ARM Loan,  the maximum  increase or decrease in the Mortgage  Interest Rate
on any Adjustment Date.

                  Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and obligations  fully  guaranteed by the United States of America or any agency or
                  instrumentality  of the United States of America the  obligations of which are backed by the full faith and credit of
                  the United States of America;  provided that obligations of Freddie Mac or Fannie Mae shall be Permitted  Investments
                  only if, at the time of investment,  they are rated in one of the two highest rating  categories by Standard & Poor's
                  Rating Services, a division of The McGraw-Hill Companies Inc., Moody's Investors Service, Inc. and Fitch IBCA Inc.;

                  (ii)     (a) demand or time deposits,  federal funds or bankers' acceptances issued by any depository  institution or
                  trust  company  incorporated  under the laws of the  United  States of America or any state  thereof  and  subject to
                  supervision and examination by federal and/or state banking  authorities,  provided that the commercial  paper and/or
                  the  short-term  deposit  rating and/or the  long-term  unsecured  debt  obligations  or deposits of such  depository
                  institution or trust company at the time of such investment or contractual  commitment  providing for such investment
                  are rated in one of the two  highest  rating  categories  by  Standard & Poor's  Rating  Services,  a division of The
                  McGraw-Hill  Companies Inc.,  Moody's  Investors  Service,  Inc. and Fitch IBCA Inc. and (b) any other demand or time
                  deposit or certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation;

                  (iii)    repurchase  obligations  with  respect to (a) any  security  described  in clause (i) above or (b) any other
                  security  issued or guaranteed by an agency or  instrumentality  of the United States of America,  the obligations of
                  which are backed by the full faith and credit of the United  States of America,  in either case  entered  into with a
                  depository institution or trust company (acting as principal) described in clause (ii)(a) above;

                  (iv)     securities  bearing interest or sold at a discount issued by any corporation  incorporated under the laws of
                  the United  States of America or any state  thereof  that are rated in one of the two highest  rating  categories  by
                  Standard & Poor's Rating Services, a division of The McGraw-Hill  Companies Inc., Moody's Investors Service, Inc. and
                  Fitch IBCA Inc. at the time of such investment or contractual  commitment  providing for such  investment;  provided,
                  however,  that securities issued by any particular  corporation will not be Permitted  Investments to the extent that
                  investments  therein will cause the then outstanding  principal  amount of securities  issued by such corporation and
                  held as Permitted  Investments to exceed 10% of the aggregate  outstanding  principal balances and amounts of all the
                  Permitted Investments;

                  (v)      commercial paper (including both non-interest-bearing  discount obligations and interest-bearing obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest  rating  categories by Standard & Poor's  Rating  Services,  a division of The  McGraw-Hill
                  Companies Inc., Moody's Investors Service, Inc. and Fitch IBCA Inc. at the time of such investment;

                  (vi)     any other demand, money market or time deposit,  obligation,  security or investment as may be acceptable to
                  each of Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,  Inc., Moody's Investors Service,
                  Inc. and Fitch IBCA Inc.;

(x)      any money market funds the  collateral of which consists of  obligations  fully  guaranteed by the United States of America or
                  any agency or  instrumentality  of the United States of America the obligations of which are backed by the full faith
                  and credit of the United States of America (which may include repurchase  obligations secured by collateral described
                  in clause  (i)) and other  securities  and  which  money  market  funds  are rated in one of the two  highest  rating
                  categories by Standard & Poor's Rating  Services,  a division of The McGraw-Hill  Companies Inc.,  Moody's  Investors
                  Service, Inc. and Fitch IBCA Inc.; and

                  (viii)   GMAC Variable Denomination Adjustable Rate Demand Notes constituting  unsecured,  senior debt obligations of
                  General Motors  Acceptance  Corporation as outlined in the prospectus dated June 17, 1998 and rated by Moody's in its
                  highest short-term rating category available and rated at least D-1 by Fitch;


provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest  payments with respect to the obligations  underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par.

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

                  Prepayment  Interest  Shortfall:  The sum of the differences  between interest actually received in a Due Period as a
result of a full or partial  prepayment or other  unscheduled  receipt of principal  (including as a result of a  liquidation)  on each
Mortgage Loan as to which such a payment is received and the interest  portion of the Monthly  Payment of such Mortgage Loan  scheduled
to be due at the applicable  Mortgage Loan Remittance Rate;  provided,  however,  Prepayment Interest Shortfalls shall not include Full
Principal  Prepayments  received on or before the 15th day of the month in which a  Remittance  Date occurs  which are  remitted by the
Servicer to the Owner on such Remittance Date.

                  Primary Mortgage  Insurance Policy:  Each primary policy of mortgage  insurance,  or any replacement  policy therefor
obtained by the Servicer pursuant to Section 4.08.

                  Prime Rate: The prime rate of U.S. money center banks as published from time to time in
The Wall Street Journal.

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

                  Qualified Appraiser:  An appraiser,  duly appointed by the Servicer,  who had no interest,  direct or indirect in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan,  which  appraiser and the appraisal made by such  appraiser both satisfy the  requirements  of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

                  Qualified  Depository:  (a) The Custodian or (b) a depository,  the accounts of which are insured by the FDIC through
the BIF or the SAIF and the short term debt  ratings  and the long term  deposit  ratings of which are rated in one of the two  highest
rating  categories by Standard & Poor's Ratings Services,  a division of The McGraw-Hill  Companies Inc.,  Moody's  Investors  Service,
Inc., Fitch IBCA Duff & Phelps.

                  Qualified  Insurer:  An insurance  company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located,  duly  authorized and licensed in such states to transact the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae and Freddie Mac.

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

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

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

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

                  REO Disposition Proceeds:   Amounts received by the Servicer in connection with a related REO Disposition.

                  REO Property:   A Mortgaged Property acquired by the Servicer on behalf of the Owner as described in Section 4.13.

                  SAIF:   The Savings Association Insurance Fund, or any successor thereto.

                  Servicer:  GMAC Mortgage  Corporation,  or any of its  successors in interest or any successor  under this  Agreement
appointed as herein provided.

                  Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of  pocket"  costs  and  expenses  (including
reasonable  attorneys'  fees and  disbursements)  incurred prior to, on and subsequent to the Effective Date in the  performance by the
Servicer  of its  servicing  obligations  relating  to  each  Mortgage  Loan,  including,  but  not  limited  to,  the  cost of (a) the
preservation,  restoration and protection of the Mortgaged Property,  (b) any enforcement,  administrative or judicial proceedings,  or
any legal  work or advice  specifically  related  to  servicing  the  Mortgage  Loans,  including  but not  limited  to,  foreclosures,
bankruptcies,  condemnations,  drug seizures,  elections,  foreclosures by subordinate or superior lienholders, and other legal actions
incidental to the servicing of the Mortgage  Loans  (provided  that such expenses are  reasonable  and that the Servicer  specifies the
Mortgage  Loan(s) to which such expenses  relate),  (c) the  management  and  liquidation  of the  Mortgaged  Property if the Mortgaged
Property is acquired in full or partial  satisfaction  of the  Mortgage,  (d) taxes,  assessments,  water rates,  sewer rates and other
charges  which are or may become a lien upon the  Mortgaged  Property,  and Primary  Mortgage  Insurance  Policy  premiums and fire and
hazard insurance coverage and (e) compliance with the obligations under Section 4.08.

                  Servicing  Fee:  With  respect  to each  Mortgage  Loan,  the  amount of the  annual  fee the Owner  shall pay to the
Servicer,  which shall,  for a period of one full month,  be equal to one-twelfth  of the product of (a) the  applicable  Servicing Fee
Rate and (b) the  outstanding  principal  balance of such Mortgage Loan.  Such fee shall be payable  monthly,  computed on the basis of
the same principal amount and period  respecting  which any related interest payment on a Mortgage Loan is computed.  The obligation of
the Owner to pay the Servicing Fee is limited to, and the Servicing Fee is payable  solely from,  the interest  portion (not  including
recoveries of interest from  Liquidation  Proceeds or otherwise)  of such Monthly  Payment  collected by the Servicer,  or as otherwise
provided under Section 4.05.

                  Servicing Fee Rate:   The Servicing Fee Rate shall be a rate per annum equal to 0.25%.

                  Servicing File: The documents,  records and other items pertaining to a particular  Mortgage Loan, and any additional
documents relating to such Mortgage Loan as are in, or as may from time to time come into, the Servicer's possession.

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

                  Stated Principal  Balance:  As to each Mortgage Loan as of any date of  determination,  (i) the principal  balance of
such  Mortgage  Loan after giving  effect to payments of principal  due,  whether or not  received,  minus (ii) all amounts  previously
distributed  to the Owner with  respect to the  Mortgage  Loan  representing  payments or  recoveries  of principal or advances in lieu
thereof.

                  Whole Loan  Transfer:  The sale or transfer of some or all of the  ownership  interest in the  Mortgage  Loans by the
Owner to one or more third parties in whole loan or participation format, which third party may be Fannie Mae or Freddie Mac.


                                                              ARTICLE II
                                                     SERVICING OF MORTGAGE LOANS;
                                                    POSSESSION OF SERVICING FILES;
                                                          BOOKS AND RECORDS;
                                                  DELIVERY OF MORTGAGE LOAN DOCUMENTS

                  Section 2.01  Servicing of Mortgage Loans.

                  From and after the Effective Date, the Servicer does hereby agree to service the Mortgage  Loans,  but subject to the
terms of this  Agreement.  The rights of the Owner to receive  payments  with  respect to the  Mortgage  Loans shall be as set forth in
this Agreement.

                  Section 2.02 Maintenance of Servicing Files.

                  The Servicer  shall maintain a Servicing File  consisting of all documents  necessary to service the Mortgage  Loans.
The  possession of each  Servicing  File by the Servicer is for the sole purpose of servicing the Mortgage Loan, and such retention and
possession by the Servicer is in a custodial  capacity  only.  The Servicer  acknowledges  that the  ownership of each  Mortgage  Loan,
including the Note,  the  Mortgage,  all other  Mortgage Loan  Documents and all rights,  benefits,  proceeds and  obligations  arising
therefrom or in connection  therewith,  has been vested in the Owner. All rights arising out of the Mortgage Loans  including,  but not
limited to, all funds  received on or in connection  with the Mortgage  Loans and all records or documents with respect to the Mortgage
Loans  prepared  by or which come into the  possession  of the  Servicer  shall be received  and held by the  Servicer in trust for the
exclusive  benefit of the Owner as the owner of the related  Mortgage  Loans.  Any portion of the related  Servicing  Files retained by
the Servicer  shall be  appropriately  identified in the  Servicer's  computer  system to clearly  reflect the ownership of the related
Mortgage  Loans by the Owner.  The  Servicer  shall  release  its  custody  of the  contents  of the  related  Servicing  Files only in
accordance with written  instructions of the Owner,  except when such release is required as incidental to the Servicer's  servicing of
the Mortgage Loans, such written instructions shall not be required.

                  Section 2.03  Books and Records.

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

                  The Servicer  shall  maintain with respect to each Mortgage Loan and shall make available for inspection by any Owner
or its designee the related  Servicing File (or copies thereof) upon reasonable  request during the time the Owner retains ownership of
a Mortgage Loan and thereafter in accordance with applicable laws and regulations.

                  Section 2.04.  Transfer of Mortgage Loans.

                  The Servicer shall keep at its servicing  office books and records in which,  subject to such reasonable  regulations
as it may prescribe  from time to time,  the Servicer  shall note  transfers of Mortgage  Loans.  No transfer of a Mortgage Loan may be
made unless such transfer is in compliance with the terms hereof.  For the purposes of this  Agreement,  the Servicer shall be under no
obligation  to deal with any person  with  respect to this  Agreement  or any  Mortgage  Loan  unless a notice of the  transfer of such
Mortgage Loan has been  delivered to the Servicer in accordance  with this Section  2.04.  The Owner may,  subject to the terms of this
Agreement,  sell and transfer one or more of the Mortgage Loans in accordance with Sections 10.02 and 11.12,  provided,  however,  that
the transferee will not be deemed to be an Owner hereunder  binding upon the Servicer unless such transferee  shall agree in writing to
be bound by the terms of this  Agreement and an assignment  and  assumption of this  Agreement  reasonably  acceptable to the Servicer.
The Owner also shall advise the Servicer in writing of the  transfer.  Upon receipt of notice of the permitted  transfer,  the Servicer
shall mark its books and records to reflect the  ownership  of the  Mortgage  Loans of such  assignee,  and shall  release the previous
Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

                  Section 2.05  Delivery of Mortgage Loan Documents.

                  The Servicer  shall  forward to the Custodian on behalf of the Owner  original  documents  evidencing an  assumption,
modification,  consolidation  or extension of any Mortgage  Loan entered into in accordance  with Section 4.01 or 6.01  promptly  after
their  execution;  provided,  however,  that the Servicer shall provide the Custodian on behalf of the Owner with a certified true copy
of any such document submitted for recordation  promptly after its execution,  and shall provide the original of any document submitted
for recordation or a copy of such document  certified by the appropriate  public recording office to be a true and complete copy of the
original  within 180 days of its execution.  If delivery is not completed  within 180 days solely due to delays in making such delivery
by reason of the fact that such  documents  shall not have been  returned by the  appropriate  recording  office,  the  Servicer  shall
continue to use its best efforts to effect delivery as soon as possible thereafter.

                  From time to time the Servicer may have a need for Mortgage Loan Documents to be released by the Custodian.  If the
Servicer shall require any of the Mortgage Loan Documents, the Servicer shall notify the Custodian in writing of such request in the
form of the request for release attached hereto as Exhibit D.  The Custodian shall deliver to the Servicer promptly, and in no event
later than within five (5) Business Days, any requested Mortgage Loan Document previously delivered to the Custodian, provided that
such documentation is promptly returned to the Custodian when the Servicer no longer requires possession of the document, and
provided that during the time that any such documentation is held by the Servicer, such possession is in trust for the benefit of the
Owner.


                  Section 2.06  Quality Control Procedures.

                  The Servicer must have an internal  quality  control  program that verifies,  on a regular  basis,  the existence and
accuracy of the legal documents,  credit documents,  property appraisals,  and underwriting  decisions.  The program must be capable of
evaluating and monitoring the overall  quality of its servicing  activities.  The purpose of the program is to ensure that the Mortgage
Loans are serviced in  accordance  with prudent  mortgage  banking  practices  and  accounting  principles;  guard  against  dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

                                                              ARTICLE III

                                                    REPRESENTATIONS AND WARRANTIES
                                                            OF THE SERVICER

                  The  Servicer  represents,  warrants  and  covenants  to the Owner that as of the  Effective  Date or as of such date
specifically provided herein:

                  (a)      The  Servicer  is a  validly  existing  corporation  in good  standing  under  the laws of the  State of its
organization  and is qualified to transact  business in, is in good standing  under the laws of, and  possesses all licenses  necessary
for the conduct of its  business  in, each state in which any  Mortgaged  Property is located or is  otherwise  exempt or not  required
under  applicable law to effect such  qualification  or license and no demand for such  qualification or license has been made upon the
Servicer by any such state,  and in any event the Servicer is in  compliance  with the laws of each such State to the extent  necessary
to ensure the  enforceability  of each  Mortgage  Loan and the  servicing of the Mortgage  Loans in  accordance  with the terms of this
Agreement;

                  (b)      The Servicer has full power and authority to execute,  deliver and perform, and to enter into and consummate
all  transactions  contemplated  by this  Agreement  and to conduct its  business  as  presently  conducted,  has duly  authorized  the
execution,  delivery and performance of this Agreement,  has duly executed and delivered this Agreement, and this Agreement constitutes
a legal, valid and binding obligation of the Servicer,  enforceable  against it in accordance with its terms subject to bankruptcy laws
and other similar laws of general  application  affecting  rights of creditors and subject to the  application  of the rules of equity,
including those respecting the availability of specific performance;

                  (c)      None of the execution and delivery of this  Agreement,  the  consummation of the  transactions  contemplated
thereby and hereby,  or the  fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the
terms,  conditions or provisions of the  Servicer's  articles of  incorporation  or by-laws or materially  conflict with or result in a
material  breach of any of the terms,  conditions or provisions  of any legal  restriction  or any agreement or instrument to which the
Servicer is now a party or by which it is bound,  or constitute a default or result in an acceleration  under any of the foregoing,  or
result in the  material  violation of any law,  rule,  regulation,  order,  judgment or decree to which the Servicer or its property is
subject;

                  (d)      There is no litigation pending or, to the Seller's knowledge,  threatened with respect to the Servicer which
is reasonably  likely to have a material adverse effect on the execution,  delivery or  enforceability  of this Agreement,  or which is
reasonably likely to have a material adverse effect on the financial condition of the Servicer;

                  (e)      No consent,  approval,  authorization  or order of any court or governmental  agency or body is required for
the execution,  delivery and  performance by the Servicer of or compliance by the Servicer with this Agreement or the  consummation  of
the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained;

                  (f)      The collection and servicing practices used by the Servicer, with respect to each Mortgage Note and
Mortgage have been in all material respects legal.   With respect to escrow deposits and payments that the Servicer collects, all
such payments are in the possession of, or under the control of, the Servicer, and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been made.  No escrow deposits or other charges or payments
due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note;


                  (g)      The Servicer is in good standing to service  mortgage  loans for Fannie Mae and Freddie Mac and no event has
occurred which would make the Servicer unable to comply with  eligibility  requirements  or which would require  notification to either
Fannie Mae or Freddie Mac;

                  (h)      No written  statement,  report or other  document  furnished  or to be furnished  pursuant to the  Agreement
contains or will  contain any  statement  that is or will be  inaccurate  or  misleading  in any  material  respect or omits to state a
material fact required to be stated therein or necessary to make the information and statements therein not misleading;

                  (i)      No fraud or  misrepresentation of a material fact with respect to the servicing of a Mortgage Loan has taken
place on the part of the Servicer;

                  (j)      At the time  Servicer  commenced  servicing  the  Mortgage  Loans,  either (i) each  Mortgagor  was properly
notified  with  respect to  Servicer's  servicing of the related  Mortgage  Loan in  accordance  with the  Cranston  Gonzalez  National
Affordable  Housing Act of 1990, as the same may be amended from time to time,  and the  regulations  provided in  accordance  with the
Real Estate Settlement Procedures Act or (ii) such notification was not required;

                  (k)      At the time  Servicer  commenced  servicing  the Mortgage  Loans,  all  applicable  taxing  authorities  and
insurance companies  (including primary mortgage insurance policy insurers,  if applicable) and/or agents were notified of the transfer
of the servicing of the Mortgage Loans to Servicer,  or its designee,  and Servicer currently  receives all related notices,  tax bills
and insurance  statements.  Additionally,  any and all costs,  fees and expenses  associated  with the Servicer's  commencement  of the
servicing of the Mortgage  Loans,  including  the costs of any insurer  notifications,  the transfer or  implementation  of tax service
contracts,  flood certification  contracts,  and any and all other servicing  transfer-related costs and expenses have been paid for by
the Servicer and will, in no event, be the responsibility of the Owner; and

                  (l)      The  collection  and  servicing  practices  with respect to each Mortgage Note and Mortgage have been in all
material  respects  legal.  With respect to escrow  deposits and payments  that the  Servicer  collects,  all such  payments are in the
possession  of, or under the control of, the Servicer,  and there exist no  deficiencies  in connection  therewith for which  customary
arrangements  for  repayment  thereof have not been made.  No escrow  deposits or other charges or payments due under the Mortgage Note
have been capitalized under any Mortgage or the related Mortgage Note.




                                                              ARTICLE IV
                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  Section 4.01   Servicer to Act as Servicer.

                  The Servicer,  as independent  contract servicer,  shall service and administer the Mortgage Loans in accordance with
this Agreement and with Accepted  Servicing  Practices  (giving due  consideration to the Owner's reliance on the Servicer),  and shall
have full power and  authority,  acting  alone,  to do or cause to be done any and all things in  connection  with such  servicing  and
administration  which the Servicer may deem  necessary or desirable and  consistent  with the terms of this Agreement and with Accepted
Servicing  Practices  and shall  exercise the same care that it  customarily  employs for its own account.  Except as set forth in this
Agreement,  the Servicer  shall service the Mortgage  Loans in  accordance  with Accepted  Servicing  Practices in compliance  with the
servicing  provisions of the Fannie Mae Guide, which include,  but are not limited to, provisions regarding the liquidation of Mortgage
Loans,  the  collection  of Mortgage Loan  payments,  the payment of taxes,  insurance and other  charges,  the  maintenance  of hazard
insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance,  inspections,  the restoration
of Mortgaged  Property,  the maintenance of Primary Mortgage Insurance Policies,  insurance claims, and title insurance,  management of
REO Property,  permitted  withdrawals with respect to REO Property,  liquidation  reports, and reports of foreclosures and abandonments
of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents,  annual statements,  and examination
of records and  facilities.  In the event of any conflict,  inconsistency  or  discrepancy  between any of the servicing  provisions of
this  Agreement and any of the servicing  provisions of the Fannie Mae Guide,  the  provisions of this  Agreement  shall control and be
binding  upon the Owner and the  Servicer.  The Owner  shall,  upon  reasonable  request,  deliver  powers-of-attorney  to the Servicer
sufficient to allow the Servicer as servicer to execute all  documentation  requiring  execution on behalf of Owner with respect to the
servicing of the Mortgage Loans,  including  satisfactions,  partial releases,  modifications and foreclosure  documentation or, in the
alternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer.

                  Consistent with the terms of this Agreement,  the Servicer may waive, modify or vary any term of any Mortgage Loan or
consent to the  postponement  of any such term or in any manner grant  indulgence to any Mortgagor if in the Servicer's  reasonable and
prudent  determination  such waiver,  modification,  postponement  or  indulgence  is not  materially  adverse to the Owner,  provided,
however,  that unless the Servicer has obtained the prior written consent of the Owner,  the Servicer shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage  Interest Rate,  forgive the payment of principal or interest,  reduce
or increase the  outstanding  principal  balance  (except for actual  payments of principal) or change the final  maturity date on such
Mortgage  Loan. In the event of any such  modification  which has been agreed to in writing by the Owner and which permits the deferral
of interest or principal  payments on any Mortgage  Loan, the Servicer  shall,  on the Business Day  immediately  preceding the related
Remittance Date in any month in which any such principal or interest payment has been deferred,  deposit in the Custodial  Account from
its own funds,  in accordance  with Section 4.04 and Section 5.03,  the difference  between (a) such month's  principal and one month's
interest at the related  Mortgage Loan  Remittance Rate on the unpaid  principal  balance of such Mortgage Loan and (b) the amount paid
by the  Mortgagor.  The Servicer  shall be entitled to  reimbursement  for such  advances to the same extent as for all other  advances
pursuant to Section 4.05. Without limiting the generality of the foregoing,  the Servicer shall continue,  and is hereby authorized and
empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation,  or of partial or full release,  discharge
and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties.

                  The Servicer shall perform all of its servicing responsibilities hereunder or may, with the Owner's prior written
approval, cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a
subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder
for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer.  Any such
subservicer that the Owner shall be requested to consent to must be a Fannie Mae approved seller/servicer or a Freddie Mac
seller/servicer in good standing  and no event shall have occurred, including but not limited to, a change in insurance coverage,
which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or for seller/servicers by
Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac.  The Servicer shall pay all fees and expenses of each
subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee.


                  At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer
shall be entitled to terminate the rights and responsibilities of a subservicer and arrange, with the Owner's prior written approval,
for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph,
provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from
electing to service the related Mortgage Loans itself.  In the event that the Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its
own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the
Servicer.  The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of
each subservicer from the Servicer's own funds without reimbursement from the Owner.


                  Notwithstanding  any of the provisions of this Agreement relating to agreements or arrangements  between the Servicer
and a subservicer or any reference  herein to actions taken through a subservicer  or otherwise,  the Servicer shall not be relieved of
its  obligations  to the Owner and shall be  obligated to the same extent and under the same terms and  conditions  as if it alone were
servicing and  administering  the Mortgage  Loans.  The Servicer  shall be entitled to enter into an agreement  with a subservicer  for
indemnification  of the Servicer by the  subservicer  and nothing  contained in this Agreement  shall be deemed to limit or modify such
indemnification.

                  Any  subservicing  agreement  and any other  transactions  or services  relating to the  Mortgage  Loans  involving a
subservicer  shall be deemed to be between such  subservicer  and Servicer alone,  and the Owner shall have no  obligations,  duties or
liabilities with respect to such Subservicer  including no obligation,  duty or liability of Owner to pay such  subservicer's  fees and
expenses.  For purposes of  distributions  and advances by the Servicer  pursuant to this  Agreement,  the Servicer  shall be deemed to
have received a payment on a Mortgage Loan when a subservicer has received such payment.

                  Section 4.02    Collection of Mortgage Loan Payments.

                  Continuously from the Effective Date until the date each Mortgage Loan ceases to be subject to this Agreement, the
Servicer will proceed with reasonable diligence to collect all payments due under each Mortgage Loan when the same shall become due
and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of related
Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account.  Further, the Servicer will take reasonable care in ascertaining and estimating annual
ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges
that, as provided in the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.



                  Section 4.03   Realization Upon Defaulted Mortgage Loans.

                  The Servicer  shall use its  reasonable  efforts,  consistent  with the  procedures  that the  Servicer  would use in
servicing loans for its own account and the  requirements of the Fannie Mae Guide,  to foreclose upon or otherwise  comparably  convert
the ownership of properties  securing such of the Mortgage  Loans as come into and continue in default and as to which no  satisfactory
arrangements  can be made for  collection  of  delinquent  payments  pursuant to Section 4.01.  The Servicer  shall use its  reasonable
efforts to realize upon  defaulted  Mortgage  Loans in such manner as will maximize the receipt of principal and interest by the Owner,
taking into account,  among other things,  the timing of foreclosure  proceedings.  The foregoing is subject to the provisions that, in
any case in which  Mortgaged  Property  shall have suffered  damage,  the Servicer shall not be required to expend its own funds toward
the restoration of such property unless it shall  determine in its discretion (i) that such  restoration  will increase the proceeds of
liquidation of the related  Mortgage Loan to the Owner after  reimbursement  to itself for such  expenses,  and (ii) that such expenses
will be  recoverable by the Servicer  through  Insurance  Proceeds or  Liquidation  Proceeds from the related  Mortgaged  Property,  as
contemplated  in Section 4.05.  The Servicer shall notify the Owner in writing of the  commencement  of  foreclosure  proceedings.  The
Servicer shall be responsible  for all costs and expenses  incurred by it in any such  proceedings or functions as Servicing  Advances;
provided,  however,  that it shall be entitled to  reimbursement  therefor from the related  Mortgaged  Property,  as  contemplated  in
Section 4.05.  Notwithstanding  anything to the contrary  contained herein, in connection with a foreclosure or acceptance of a deed in
lieu of foreclosure,  in the event the Servicer has reasonable cause to believe that a Mortgaged  Property is contaminated by hazardous
or toxic substances or wastes,  or if the Owner otherwise  requests an environmental  inspection or review of such Mortgaged  Property,
such an  inspection  or review is to be conducted by a qualified  inspector.  Upon  completion of the  inspection,  the Servicer  shall
promptly  provide the Owner with a written  report of the  environmental  inspection.  After  reviewing  the  environmental  inspection
report, the Owner shall determine how the Servicer shall proceed with respect to the Mortgaged Property.

                           Section 4.04  Establishment of Custodial Accounts; Deposits in Custodial Accounts.

                  The Servicer shall  segregate and hold all funds  collected and received  pursuant to each Mortgage Loan separate and
apart from any of its own funds and general  assets and shall  establish and maintain one or more  Custodial  Accounts.  Each Custodial
Account shall be  established  with a Qualified  Depository.  To the extent such funds are not deposited in a Custodial  Account,  such
funds may be invested in  Permitted  Investments  for the benefit of the Owner (with any income  earned  thereon for the benefit of the
Servicer).  Funds  deposited in the Custodial  Account may be drawn on by the Servicer in accordance with Section 4.05. The creation of
any  Custodial  Account  shall be  evidenced by a letter  agreement in the form shown in Exhibit B hereto.  The original of such letter
agreement shall be furnished to the Owner upon request.  The Servicer  acknowledges  and agrees that the Servicer shall bear any losses
incurred with respect to Permitted  Investments.  The amount of any such losses shall be  immediately  deposited by the Servicer in the
Custodial Account, as appropriate, out of the Servicer's own funds, with no right to reimbursement therefor.

                  The Servicer shall deposit in a mortgage  clearing account on a daily basis, and in the Custodial Account or Accounts
no later than the second Business Day after receipt of funds and retain therein the following payments and collections:

                  (i)      all payments on account of principal,  including Principal Prepayments, on the Mortgage Loans received after
the Cut-off Date;

                  (ii)     all payments on account of interest on the Mortgage Loans adjusted to the related  Mortgage Loan  Remittance
Rate received after the Cut-off Date;

                  (iii)    all Liquidation Proceeds and REO Disposition Proceeds received after the Cut-off Date;

                  (iv)     any net amounts  received  by the  Servicer  after the  Cut-off  Date in  connection  with any REO  Property
pursuant to Section 4.13;

                  (v)      all Insurance  Proceeds received after the Cut-off Date including amounts required to be deposited  pursuant
to Sections  4.08 and 4.10,  other than  proceeds to be held in the Escrow  Account  and  applied to the  restoration  or repair of the
Mortgaged  Property or released to the Mortgagor in accordance with the Servicer's normal servicing  procedures,  the loan documents or
applicable law;

                  (vi)     all  Condemnation  Proceeds  affecting any  Mortgaged  Property  received  after the Cut-off Date other than
proceeds  to be held in the Escrow  Account  and  applied to the  restoration  or repair of the  Mortgaged  Property or released to the
Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;

                  (vii)    any Monthly Advances as provided in Section 5.03;

                  (viii)   any amounts  received after the Cut-off Date and required to be deposited in the Custodial  Account pursuant
to 6.02; and

                  (ix)     with respect to each full or partial  Principal  Prepayment  received after the Cut-off date, any Prepayment
Interest Shortfalls, to the extent of the Servicer's aggregate Servicing Fee received with respect to the related Due Period.

                  The foregoing  requirements for deposit in the Custodial  Account shall be exclusive,  it being understood and agreed
that,  without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the
extent  permitted  by Section  6.01,  need not be  deposited  by the Servicer in the  Custodial  Account.  Any  interest  paid on funds
deposited in the Custodial  Account by the Qualified  Depository  shall accrue to the benefit of the Servicer and the Servicer shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05(iv).

                  Section 4.05  Permitted Withdrawals From the Custodial Account.

                  The Servicer may, from time to time, make withdrawals from the Custodial Account for the following purposes:

                  (i)  to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;

                  (ii) to reimburse  itself for Monthly  Advances,  the Servicer's right to reimburse itself pursuant to this subclause
(ii) being limited to amounts  received on the related  Mortgage Loan which represent late  collections  (net of the related  Servicing
Fees) of principal and/or interest respecting which any such advance was made;

                  (iii)  to reimburse itself for unreimbursed Servicing Advances and unreimbursed Monthly Advances, the Servicer's
right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds received after the Cut-off Date related to such Mortgage Loan;


                  (iv) to pay to itself as servicing  compensation (a) any interest earned on funds in the Custodial  Account (all such
interest to be withdrawn monthly not later than each Remittance Date) and (b) any payable Servicing Fee;

                  (v)  to reimburse itself for any Nonrecoverable Advances:

                  (vi)  to transfer funds to another Qualified Depository in accordance with Section 4.09 hereof;

                  (vii) to remove funds inadvertently placed in the Custodial Account in error by the Servicer; and

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

                  Section 4.06  Establishment of Escrow Accounts; Deposits in Escrow Accounts.

                  The  Servicer  shall  segregate  and hold all funds  collected  and  received  pursuant to each  Mortgage  Loan which
constitute  Escrow  Payments  separate and apart from any of its own funds and general  assets and shall  establish and maintain one or
more  Escrow  Accounts.  Each  Escrow  Account  shall be  established  with a  Qualified  Depository.  To the extent such funds are not
deposited  in an Escrow  Account,  such funds may be invested in Permitted  Investments.  Funds  deposited in an Escrow  Account may be
drawn on by the Servicer in accordance  with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter  agreement
in the form shown in Exhibit C. The  original of such letter  agreement  shall be  furnished  to the Owner upon  request.  The Servicer
acknowledges  and agrees that the Servicer  shall bear any losses  incurred  with respect to Permitted  Investments.  The amount of any
such losses shall be immediately  deposited by the Servicer in the Escrow  Account,  as  appropriate,  out of the Servicer's own funds,
with no right to reimbursement therefor.

                  The Servicer shall deposit in a mortgage  clearing account on a daily basis, and in the Escrow Account or Accounts no
later than the second Business Day after receipt of funds and retain therein:

                  (i) all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of
any items as are required under the terms of this Agreement;

                  (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

                  (iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

                  The Servicer  shall make  withdrawals  from an Escrow Account only to effect such payments as are required under this
Agreement,  and for such other  purposes  as shall be as set forth in and in  accordance  with  Section  4.07.  The  Servicer  shall be
entitled to retain any interest  paid on funds  deposited  in an Escrow  Account by the  Qualified  Depository  other than  interest on
escrowed  funds  required by law to be paid to the  Mortgagor  and, to the extent  required by law, the Servicer  shall pay interest on
escrowed  funds to the  Mortgagor  notwithstanding  that the Escrow  Account is  non-interest  bearing or that interest paid thereon is
insufficient for such purposes.

                  Section 4.07  Permitted Withdrawals From Escrow Account.

                  Withdrawals from the Escrow Account may be made by the Servicer only:

                  (i)      to effect timely  payments of ground  rents,  taxes,  assessments,  water rates,  fire and hazard  insurance
premiums, Primary Mortgage Insurance Policy premiums, if applicable, and comparable items;

                  (ii)     to reimburse  Servicer for any Servicing  Advance made by Servicer  with respect to a related  Mortgage Loan
but only from  amounts  received  on the  related  Mortgage  Loan which  represent  late  payments or  collections  of Escrow  Payments
thereunder;

                  (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

                  (iv)     for transfer to the Custodial Account in connection with an acquisition of REO Property;

                  (v)      for application to restoration or repair of the Mortgaged Property;

                  (vi)     to pay to the Servicer,  or to the  Mortgagor to the extent  required by law, any interest paid on the funds
deposited in the Escrow Account;

                  (vii)    to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06;

                  (viii)   to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and

                  (ix)     to clear and terminate the Escrow Account on the termination of this Agreement.

                  As part of its servicing duties, the Servicer shall pay to the Mortgagors  interest on funds in an Escrow Account, to
the extent  required by law, and to the extent that  interest  earned on funds in the Escrow  Account is  insufficient,  shall pay such
interest from its own funds, without any reimbursement therefor.

                  Section 4.08 Payment of Taxes,  Insurance and Other Charges;  Maintenance of Primary Mortgage  Insurance  Policies;
Collections Thereunder.

                  With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground
rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for
the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage or applicable law.  To the extent that the Mortgage does not provide for Escrow
Payments, the Servicer shall determine that any such payments are made by the Mortgagor at the time they first become due.  The
Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills
irrespective of the Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make
advances from its own funds to effect such payments.


                  The  Servicer  will  maintain in full force and effect  Primary  Mortgage  Insurance  Policies  issued by a Qualified
Insurer with respect to each  Mortgage  Loan for which such coverage is herein  required.  Such  coverage will be maintained  until the
ratio of the current  outstanding  principal  balance of the related  Mortgage  Loan to the  appraised  value of the related  Mortgaged
Property,  based on the most recent  appraisal of the  Mortgaged  Property  performed by a Qualified  Appraiser,  such  appraisal to be
included in the  Servicing  File, is reduced to 80.00% or less.  The Servicer  will not cancel or refuse to renew any Primary  Mortgage
Insurance Policy that is required to be kept in force under this Agreement unless a replacement  Primary Mortgage  Insurance Policy for
such canceled or nonrenewed  policy is obtained from and maintained  with a Qualified  Insurer.  The Servicer shall not take any action
which would result in noncoverage  under any applicable  Primary  Mortgage  Insurance  Policy of any loss which, but for the actions of
the Servicer would have been covered  thereunder.  In connection  with any assumption or substitution  agreement  entered into or to be
entered into pursuant to Section 6.01, the Servicer  shall promptly  notify the insurer under the related  Primary  Mortgage  Insurance
Policy,  if any, of such  assumption  or  substitution  of  liability  in  accordance  with the terms of such policy and shall take all
actions  which may be required by such insurer as a condition to the  continuation  of coverage  under the Primary  Mortgage  Insurance
Policy.  If such Primary  Mortgage  Insurance  Policy is terminated as a result of such assumption or  substitution  of liability,  the
Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

                  In connection with its activities as servicer,  the Servicer  agrees to prepare and present,  on behalf of itself and
the Owner,  claims to the insurer under any Private Mortgage  Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance  Policy  respecting a defaulted  Mortgage  Loan.  Pursuant to Section 4.04,  any amounts  collected by the Servicer
under any Primary Mortgage  Insurance  Policy shall be deposited in the Custodial  Account,  subject to withdrawal  pursuant to Section
4.05.

                  Section 4.09  Transfer of Accounts.

                  The Servicer may transfer the Custodial Account or the Escrow Account to a different  Qualified  Depository from time
to time.  The Servicer shall notify the Owner of any such transfer within 15 Business Days of transfer.

                  Section 4.10  Maintenance of Hazard Insurance.

                  The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as
is customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the
Mortgage Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
Mortgagee from becoming a co-insurer.  If the Mortgaged Property is in an area identified in the Federal Register by the Federal
Emergency Management Agency as being a special flood hazard area that has federally-mandated flood insurance requirements, the
Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such
Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as
amended.  The Servicer shall also maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which
is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to
the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as
provided above.  Any amounts collected by the Servicer under any such policies other than amounts to be deposited in the Escrow
Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in
accordance with the Servicer's normal servicing procedures, shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.  It is understood and agreed that no other additional insurance need be required by the Servicer or the
Mortgagor or maintained on property acquired in respect of the Mortgage Loans, other than pursuant to the Fannie Mae Guide or such
applicable state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance.
All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material
change in coverage to the Servicer.  The Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a General Policy Rating in Best's Key Rating Guide currently acceptable to Fannie
Mae and are licensed to do business in the state wherein the property subject to the policy is located.


                  Section 4.11 Adjustments to Mortgage Interest Rate and Monthly Payment.

                  On each  applicable  Adjustment  Date,  the  Mortgage  Interest  Rate  shall  be  adjusted,  in  compliance  with the
requirements  of the related  Mortgage and Mortgage Note, to equal the sum of the Index plus the Margin (rounded in accordance with the
related  Mortgage  Note) subject to the  applicable  Periodic Rate Cap and Lifetime  Rate Cap, as set forth in the Mortgage  Note.  The
Servicer  shall  execute and deliver the notices  required by each  Mortgage  and Mortgage  Note and  applicable  laws and  regulations
regarding interest rate adjustments.

                  Section 4.12  Fidelity Bond, Errors and Omissions Insurance.

                  The Servicer  shall  maintain,  at its own expense,  a blanket  fidelity bond and an errors and  omissions  insurance
policy, with broad coverage with responsible  companies on all officers,  employees or other persons acting in any capacity with regard
to the Mortgage Loans and who handle funds,  money,  documents and papers relating to the Mortgage Loans.  The Fidelity Bond and errors
and omissions  insurance shall be in the form of the Mortgage  Banker's  Blanket Bond and shall protect and insure the Servicer against
losses,  including forgery,  theft,  embezzlement,  fraud, errors and omissions and negligent acts of such persons.  Such Fidelity Bond
and errors and  omissions  insurance  shall also  protect and insure the  Servicer  against  losses in  connection  with the failure to
maintain any insurance  policies  required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having
obtained  payment in full of the  indebtedness  secured  thereby.  No provision of this Section 4.12  requiring  the Fidelity  Bond and
errors and  omissions  insurance  shall  diminish  or  relieve  the  Servicer  from its  duties  and  obligations  as set forth in this
Agreement.  The minimum  coverage  under any such  Fidelity  Bond and  insurance  policy  shall be at least equal to the  corresponding
amounts  required by Fannie Mae in the Fannie Mae Guide or by Freddie Mac in the Freddie Mac Guide.  The Servicer  shall,  upon request
of Owner,  deliver to the Owner a  certificate  from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such Fidelity Bond or insurance  policy
shall in no event be terminated or materially  modified  without  thirty days prior  written  notice to the Owner.  The Servicer  shall
notify the Owner within five  Business  Days of receipt of notice that such  Fidelity  Bond or  insurance  policy will be, or has been,
materially  modified  or  terminated.  The Owner and its  successors  or assigns as their  interests  may appear  must be named as loss
payees on the Fidelity Bond and as additional insured on the errors and omissions policy.

                  Section 4.13  Title, Management and Disposition of REO Property.

                  In the event that title to any Mortgaged  Property is acquired in foreclosure or by deed in lieu of foreclosure,  the
deed or  certificate  of sale shall be taken in the name of the Owner or its  designee.  Any such Person or Persons  holding such title
other than the Owner shall acknowledge in writing that such title is being held as nominee for the benefit of the Owner.

         The Servicer shall notify the Owner in accordance with prudent servicing practices of each acquisition of REO Property upon
     such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing
     Practices. Thereafter, the Servicer shall continue to provide certain administrative services to the Owner relating to such REO
     Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar
     year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Mortgage
     Loans and REO Property are held and (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the
     holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond
     such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited
     transactions" of the related trust as defined in Section 860F of the Code, or cause the related REMIC to fail to qualify as a
     REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such
     Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall have applied for, prior to the
     expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of
     the Code, in which case the three-year period shall be extended by the applicable period.  If a period longer than three years is
     permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the
     Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money
     mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such
     purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the
     Servicer and Owner shall be entered into with respect to such  purchase money mortgage.



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





                    Notwithstanding  any other  provision of this Agreement,  if a REMIC election has been made, no Mortgaged  Property
held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise  used for the  production  of income by or on behalf
of the  related  trust or sold in such a manner or  pursuant  to any terms  that  would (i) cause such  Mortgaged  Property  to fail to
qualify at any time as  "foreclosure  property"  within a meaning of Section  860G(a)(8) of the Code, (ii) subject the related trust to
the imposition of any federal or state income taxes on "net income from foreclosure  property" with respect to such Mortgaged  Property
within the meaning of Section  860G(c) of the Code, or (iii) cause the sale of such Mortgaged  Property to result in the receipt by the
related  trust or any income from  non-permitted  assets as described in Section  860F(a)  (2)(B) of the Code,  unless the Servicer has
agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.

                  The Servicer  shall,  either itself or through an agent selected by the Servicer,  and in accordance  with the Fannie
Mae Guide,  manage,  conserve,  protect and operate  each REO  Property in the same  manner that it manages,  conserves,  protects  and
operates other  foreclosed  property for its own account,  and in the same manner that similar property in the same locality as the REO
Property is managed.  Each REO  Disposition  shall be carried out by the Servicer at such price and upon such terms and  conditions  as
the Servicer  deems to be in the best interest of the Owner.  The REO  Disposition  Proceeds from the sale of the REO Property shall be
promptly  deposited  in the  Custodial  Account.  As soon as  practical  thereafter,  the  expenses  of such sale shall be paid and the
Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.

                  The Servicer shall cause each REO Property to be inspected  promptly upon the  acquisition of title thereto and shall
cause each REO Property to be inspected at least monthly  thereafter or more  frequently as may be required by the  circumstances.  The
Servicer  shall make or cause the  inspector to make a written  report of each such  inspection.  Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

                  Notwithstanding  anything to the contrary set forth in this Section  4.13,  the parties  hereto hereby agree that the
Owner, at its option,  shall be entitled to manage,  conserve,  protect and operate each REO Property for its own benefit (such option,
an "REO Option").  In connection  with the exercise of an REO Option,  the prior two  paragraphs and the related  provisions of Section
4.03 and Section 4.04(iii) (such provisions,  the "REO Marketing  Provisions")  shall be revised as follows.  Following the acquisition
of any Mortgaged  Property,  the Servicer  shall submit a detailed  invoice to the Owner for all related  Servicing  Advances and, upon
exercising  the REO  Option,  the Owner  shall  promptly  reimburse  the  Servicer  for such  amounts.  In the event the REO  Option is
exercised with respect to an REO Property,  Section 4.04 (iii) shall not be applicable  thereto.  References  made in Section 4.03 with
respect  to the  reimbursement  of  Servicing  Advances  shall,  for  purposes  of such REO  Property,  be deemed to be covered by this
paragraph.  The Owner  acknowledges  that,  in the event it exercises an REO Option,  with respect to the related REO  Property,  there
shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.

                                                               ARTICLE V

                                                         PAYMENTS TO THE OWNER

                  Section 5.01   Remittances.

                  On each Remittance Date, the Servicer shall remit to the Owner (i) all amounts  credited to the Custodial  Account as
of the close of business on the related preceding  Determination  Date, except (a) Partial Principal  Prepayments  received on or after
the first day of the month in which the Remittance  Date occurs shall be remitted to the Owner on the next following  Remittance  Date,
(b) Full Principal  Prepayments  received on or before the 15th day of the month in which a Remittance Date occurs shall be remitted to
the Owner on the Remittance Date of such month,  and (c) Full Principal  Prepayments  received after the 15th day of the month shall be
remitted to the Owner on the next following  Remittance  Date,  each net of charges against or withdrawals  from the Custodial  Account
pursuant to Section 4.05, plus, to the extent not already  deposited in the Custodial  Account,  the sum of (ii) all Monthly  Advances,
if any,  which the Servicer is obligated  to  distribute  pursuant to Section 5.03 and (iii) all  Prepayment  Interest  Shortfalls  the
Servicer is required to make up pursuant to Section 4.04, minus (iv) any amounts  attributable to Monthly Payments  collected after the
Cut-off Date but due on a Due Date or Dates  subsequent  to the last day of the related Due Period,  which amounts shall be remitted on
the related Remittance Date next succeeding the Due Period for such amounts.

                  With  respect to any  remittance  received by the Owner after the  Business  Day on which such  payment was due,  the
Servicer  shall pay to the Owner  interest on any such late payment at an annual rate equal to the Prime Rate,  adjusted as of the date
of each change,  plus two  percentage  points,  but in no event  greater than the maximum  amount  permitted by  applicable  law.  Such
interest  shall be deposited in the Custodial  Account by the Servicer on the date such late payment is made and shall cover the period
commencing  with the day following  such Business Day and ending with the Business Day on which such payment is made,  both  inclusive.
Such interest shall be remitted along with the  distribution  payable on the next succeeding  related  Remittance  Date. The payment by
the  Servicer  of any such  interest  shall not be deemed an  extension  of time for payment or a waiver of any Event of Default by the
Servicer.

                  Section 5.02   Statements to the Owner.

                  The Servicer shall furnish to the Owner an individual  Mortgage Loan accounting  report (a "Report"),  as of the last
Business Day of each month, in the Servicer's  assigned loan number order to document  Mortgage Loan payment  activity on an individual
Mortgage Loan basis.  With respect to each month,  such Report shall be received by the Owner (i) no later than the fifth  Business Day
of the following month of the related  Remittance Date on a disk or tape or other  computer-readable  format,  in such format as may be
mutually  agreed upon by both the Owner and the Servicer,  and (ii) no later than the tenth Business Day of the following  month of the
related Remittance Date in hard copy, which Report shall contain the following:

(i)      with respect to each Monthly Payment, the amount of such remittance allocable to interest

(ii)     the amount of servicing compensation received by the Servicer during the prior distribution period;

(iii)    the aggregate Stated Principal Balance of the Mortgage Loans;

(iv)     the number and aggregate  outstanding  principal  balances of Mortgage  Loans (a)  delinquent  (1) 30 to 59 days, (2) 60 to 89
                           days, (3) 90 days or more; (b) as to which  foreclosure has commenced;  and (c) as to which REO Property has
                           been acquired; and

(v)      such other reports as may reasonably be required by the Owner.


                  The Servicer shall also provide a trial  balance,  sorted in the Owner's  assigned loan number order,  and such other
loan level scheduled-scheduled remittance information as described on Exhibit E, in electronic tape form, with each such Report.

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

                  In addition,  not more than 60 days after the end of each calendar  year,  the Servicer  shall furnish to each Person
who was an Owner at any time during such calendar year an annual  statement in accordance with the  requirements of applicable  federal
income tax law as to the aggregate of remittances of principal and interest for the applicable portion of such year.

                  Section 5.03 Monthly Advances by the Servicer.

                  Not later than the close of business on the Business Day preceding each  Remittance  Date, the Servicer shall deposit
in the Custodial Account an amount equal to all payments not previously  advanced by the Servicer,  whether or not deferred pursuant to
Section  4.01, of Monthly  Payments,  adjusted to the related  Mortgage  Loan  Remittance  Rate,  which are  delinquent at the close of
business on the related  Determination Date;  provided,  however,  that the amount of any such deposit may be reduced by (i) the Amount
Held for Future  Distribution  (as  defined  below) then on deposit in the  Custodial  Account,  plus (ii) with  respect to the initial
Remittance  Date,  the Non-held Early Pay Amount (as defined  below).  Any portion of the Amount Held for Future  Distribution  used to
pay Monthly  Advances  shall be replaced by the Servicer by deposit into the  Custodial  Account on any future  Remittance  Date to the
extent that the funds that are available in the Custodial  Account for  remittance to the Owner on such  Remittance  Date are less than
the amount of payments required to be made to the Owner on such Remittance Date.

                  The "Amount Held for Future  Distribution"  as to any  Remittance  Date shall be the total of the amounts held in the
Custodial  Account at the close of business on the preceding  Determination  Date which were received after the Cut-off Date on account
of (i) Liquidation  Proceeds,  Insurance Proceeds,  and Partial Principal  Prepayments received or made in the month of such Remittance
Date, (ii) Full Principal  Payments  received after the 15th day of the month in the month of such Remittance  Date, and (iii) payments
which  represent  early receipt of scheduled  payments of principal  and interest due on a date or dates  subsequent to the related Due
Date.  The  "Non-held  Early Pay Amount"  shall be the total of the amounts on account of payments  which  represent  early  receipt of
scheduled payments of principal and interest received on or prior to the Cut-off Date.

                  The  Servicer's  obligation to make such Monthly  Advances as to any Mortgage  Loan will  continue  through the final
disposition or liquidation of the Mortgaged  Property,  unless the Servicer deems such advance to be  nonrecoverable  from  Liquidation
Proceeds,  REO  Disposition  Proceeds or Insurance  Proceeds with respect to the applicable  Mortgage  Loan. In such latter event,  the
Servicer  shall  deliver to the Owner an  Officer's  Certificate  of the  Servicer  to the effect that an officer of the  Servicer  has
reviewed the related Servicing File and has obtained a recent appraisal and has made the reasonable  determination  that any additional
advances are nonrecoverable from Liquidation or Insurance Proceeds with respect to the applicable Mortgage Loan.

                  Section 5.04 Liquidation Reports.

                  Upon  the  foreclosure  sale of any  Mortgaged  Property  or the  acquisition  thereof  by the  Owner  pursuant  to a
deed-in-lieu of  foreclosure,  the Servicer shall submit to the Owner a liquidation  report with respect to such Mortgaged  Property in
such form as the  Servicer  and the Owner  shall  agree.  The  Servicer  shall  also  provide  reports  on the  status of REO  Property
containing such information as Owner may reasonably require.

                                                     ARTICLE VI

                                             GENERAL SERVICING PROCEDURES

                  Section 6.01   Assumption Agreements.

                  The Servicer will, to the extent it has knowledge of any  conveyance or prospective  conveyance by any Mortgagor of a
Mortgaged  Property  (whether by absolute  conveyance or by contract of, sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the  Servicer  shall not exercise any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related Primary  Mortgage  Insurance  Policy,  if any. If the Servicer  reasonably  believes it is unable
under  applicable  law to enforce such  "due-on-sale"  clause,  the Servicer,  with the approval of the Owner (such  approval not to be
unreasonably  withheld),  will enter into an assumption  agreement with the person to whom the Mortgaged  Property has been conveyed or
is proposed to be  conveyed,  pursuant to which such person  becomes  liable under the  Mortgage  Note and, to the extent  permitted by
applicable  state law, the  Mortgagor  remains  liable  thereon.  Where an assumption  is allowed  pursuant to this Section  6.01,  the
Servicer,  with the prior consent of the primary  mortgage  insurer,  if any, is authorized to enter into a  substitution  of liability
agreement  with the person to whom the  Mortgaged  Property  has been  conveyed or is  proposed  to be  conveyed  pursuant to which the
original  mortgagor  is released  from  liability  and such Person is  substituted  as mortgagor  and becomes  liable under the related
Mortgage Note.  Any such substitution of liability agreement shall be in lieu of an assumption agreement.

                  In connection  with any such  assumption or  substitution  of liability,  the Servicer shall follow the  underwriting
practices and procedures of the Fannie Mae Guide.  With respect to an assumption or  substitution of liability,  the Mortgage  Interest
Rate borne by the related  Mortgage  Note and the amount of the  Monthly  Payment may not be changed.  The  Servicer  shall  notify the
Owner that any such  substitution  of liability or assumption  agreement has been  completed by forwarding to the Owner the original of
any such  substitution of liability or assumption  agreement,  which document shall be added to the related Mortgage Loan Documents and
shall,  for all purposes,  be considered a part of such related mortgage file to the same extent as all other documents and instruments
constituting  a part  thereof.  All fees  collected by the  Servicer  for entering  into an  assumption  or  substitution  of liability
agreement shall belong to the Servicer.

                  Notwithstanding  the foregoing  paragraphs  of this section or any other  provision of this  Agreement,  the Servicer
shall not be deemed to be in default,  breach or any other  violation of its  obligations  hereunder by reason of any  assumption  of a
Mortgage  Loan by  operation of law or any  assumption  which the Servicer may be  restricted  by law from  preventing,  for any reason
whatsoever.  For purposes of this Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property
subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

                  Section 6.02  Satisfaction of Mortgages and Release of Mortgage Loan Documents.

                  Upon  the  payment  in full of any  Mortgage  Loan,  the  Servicer  will  immediately  notify  the  Custodian  with a
certification  and request for release by a Servicing  Officer,  which  certification  shall include a statement to the effect that all
amounts  received in connection with such payment which are required to be deposited in the Custodial  Account pursuant to Section 4.04
have been so  deposited,  and a request  for  delivery  to the  Servicer  of the portion of the  Mortgage  Loan  Documents  held by the
Custodian,  and unless the related  Mortgage Loans are the subject of a Pass-Through  Transfer,  such request is to be  acknowledged by
the Owner.  Upon  receipt of such  certification  and  request,  the Owner shall  promptly  release or cause the  Custodian to promptly
release the related  Mortgage Loan  Documents to the Servicer and the Servicer  shall prepare and deliver for execution by the Owner or
at the Owner's option  execute under the authority of a power of attorney  delivered to the Servicer by the Owner any  satisfaction  or
release.  No expense  incurred in connection with any instrument of  satisfaction  or deed of  reconveyance  shall be chargeable to the
Custodial Account.

                  In the event  the  Servicer  satisfies  or  releases  a  Mortgage  without  having  obtained  payment  in full of the
indebtedness  secured by the Mortgage or should it  otherwise  prejudice  any right the Owner may have under the mortgage  instruments,
the Servicer,  upon written demand,  shall remit within two Business Days to the Owner the then  outstanding  principal  balance of the
related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.  The Servicer  shall  maintain the Fidelity  Bond  insuring the
Servicer  against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance  with the  procedures set forth
herein.

                  From time to time and as  appropriate  for the  servicing or  foreclosure  of the Mortgage  Loans,  including for the
purpose of collection  under any Primary  Mortgage  Insurance  Policy,  upon request of the Servicer and delivery to the Custodian of a
servicing  receipt signed by a Servicing  Officer (and unless the related  Mortgage  Loans are the subject of a Pass-Through  Transfer,
acknowledged  by the Owner),  the  Custodian  shall  release the portion of the Mortgage  Loan  Documents  held by the Custodian to the
Servicer.  Such servicing  receipt shall obligate the Servicer to promptly return the related Mortgage Loan Documents to the Custodian,
when the need therefor by the Servicer no longer  exists,  unless the Mortgage Loan has been  liquidated and the  Liquidation  Proceeds
relating to the Mortgage Loan have been deposited in the Custodial  Account or such  documents  have been delivered to an attorney,  or
to a public  trustee or other  public  official as required  by law,  for  purposes of  initiating  or pursuing  legal  action or other
proceedings  for the  foreclosure  of the  Mortgaged  Property  either  judicially  or  non-judicially,  and the  Servicer has promptly
delivered to the Owner or the Custodian a  certificate  of a Servicing  Officer  certifying as to the name and address of the Person to
which such  documents  were  delivered  and the purpose or purposes of such  delivery.  Upon  receipt of a  certificate  of a Servicing
Officer  stating that such Mortgage Loan was  liquidated,  the servicing  receipt shall be released by the Owner or the  Custodian,  as
applicable, to the Servicer.

                  Section 6.03 Servicing Compensation.

                  As compensation for its services hereunder,  the Servicer shall be entitled to withdraw from the Custodial Account or
to retain  from  interest  payments  on the  Mortgage  Loans the amounts  provided  for as the  Servicer's  Servicing  Fee.  Additional
servicing  compensation  in the form of assumption  fees, as provided in Section 6.01,  late payment  charges and other  ancillary fees
shall be  retained by the  Servicer to the extent not  required  to be  deposited  in the  Custodial  Account.  The  Servicer  shall be
required  to pay all  expenses  incurred by it in  connection  with its  servicing  activities  hereunder  and shall not be entitled to
reimbursement therefor except as specifically provided for.

                  Section 6.04  Annual Statement as to Compliance.

                  The Servicer will deliver to the Owner not later than 90 days  following the end of each fiscal year of the Servicer,
an Officers'  Certificate  stating,  as to each  signatory  thereof,  that (i) a review of the  activities  of the Servicer  during the
preceding  calendar year and of performance under this Agreement has been made under such officers'  supervision,  and (ii) to the best
of such officers'  knowledge,  based on such review, the Servicer has fulfilled all of its obligations under this Agreement  throughout
such year,  or, if there has been a default in the  fulfillment  of any such  obligation,  specifying  each such default  known to such
officers  and the nature and status  thereof  except for such  defaults  as such  Officers in their good faith  judgment  believe to be
immaterial.

                  Section 6.05  Annual Independent Certified Public Accountants' Servicing Report.

                  Not later than 90 days  following  the end of each fiscal year of the  Servicer,  the  Servicer at its expense  shall
cause a firm of independent  public  accountants which is a member of the American Institute of Certified Public Accountants to furnish
a statement to the Owner to the effect that such firm has examined certain  documents and records relating to the Servicer's  servicing
of mortgage loans of the same type as the Mortgage  Loans pursuant to servicing  agreements  substantially  similar to this  Agreement,
which  agreements may include this Agreement,  and that, on the basis of such an  examination,  conducted  substantially  in accordance
with the Uniform Single Attestation  Program for Mortgage Bankers,  such firm is of the opinion that the Servicer's  servicing has been
conducted in compliance with the agreements  examined  pursuant to this Section 6.05, except for (i) such exceptions as such firm shall
believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement.

                  Section 6.06  Owner's Right to Examine Servicer Records.

                  The Owner shall have the right to examine and audit, at its expense,  upon reasonable notice to the Servicer,  during
business  hours or at such other  times as might be  reasonable  under  applicable  circumstances,  any and all of the books,  records,
documentation  or other  information of the Servicer,  or held by another for the Servicer or on its behalf or otherwise,  which relate
to the performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.

                  The Servicer  shall  provide to the Owner and any  supervisory  agents or examiners  representing  a state or federal
governmental  agency having jurisdiction over the Owner,  including but not limited to OTS, FDIC and other similar entities,  access to
any  documentation  regarding  the  Mortgage  Loans  in the  possession  of  the  Servicer  which  may be  required  by any  applicable
regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during normal business hours and at the offices
of the Servicer, and in accordance with the applicable federal government agency, FDIC, OTS, or any other similar regulations.

                  Section 6.07  Compliance with REMIC Provisions.

                  If a REMIC  election has been made with respect to the  arrangement  under which the Mortgage  Loans and REO Property
are held,  the  Servicer  shall not take any action,  cause the REMIC to take any action or fail to take (or fail to cause to be taken)
any action that,  under the REMIC  Provisions,  if taken or not taken, as the case may be could (i) endanger the status of the REMIC as
a REMIC or (ii) result in the imposition of a tax upon the REMIC  (including  but not limited to the tax on  "prohibited  transactions"
as defined in Section  860F(a)(2) of the Code and the tax on  "contribution" to a REMIC set forth in Section 860G(d) of the Code unless
the  Servicer  has  received an Opinion of Counsel (at the  expense of the party  seeking to take such  actions) to the effect that the
contemplated action will not endanger such REMIC status or result in the imposition of any such tax.

                  Section 6.08  Non-solicitation.

                  The Servicer shall not knowingly conduct any solicitation  exclusively  targeted to the Mortgagors for the purpose of
inducing or  encouraging  the early  prepayment  or  refinancing  of the  related  Mortgage  Loans.  It is  understood  and agreed that
promotions  undertaken  by the Servicer or any agent or affiliate  of the Servicer  which are directed to the general  public at large,
including,  without  limitation,  mass  mailings  based on  commercially  acquired  mailing  lists,  newspaper,  radio  and  television
advertisements  shall not constitute  solicitation  under this section.  Nothing  contained herein shall prohibit the Servicer from (i)
distributing to Mortgagors any general  advertising  including  information  brochures,  coupon books,  or other similar  documentation
which  indicates  services the Seller offers,  including  refinances or (ii) providing  financing of home equity loans to Mortgagors at
the Mortgagor's request.


                                                     ARTICLE VII

                                         REPORTS TO BE PREPARED BY SERVICER

                           Section 7.01  Servicer Shall Provide Information as Reasonably Required.

                  The Servicer shall furnish to the Owner upon request, during the term of this Agreement, such periodic, special or
other reports or information, whether or not provided for herein, as shall be necessary, reasonable or appropriate with respect to
the purposes of this Agreement.  The Servicer may negotiate with the Owner for a reasonable fee for providing such report or
information, unless (i) the Servicer is required to supply such report or information pursuant to any other section of this
Agreement, or (ii) the report or information has been requested in connection with Internal Revenue Service, OTS, FDIC or other
regulatory agency requirements.  All such reports or information shall be provided by and in accordance with all reasonable
instructions and directions given by the Owner. The Servicer agrees to execute and deliver all such instruments and take all such
action as the Owner, from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms of this
Agreement.



                                                    ARTICLE VIII

                                                    THE SERVICER

                  Section 8.01   Indemnification; Third Party Claims.

                  The Servicer agrees to indemnify the Owner and hold it harmless from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the
Owner may sustain in any way related to the failure of the Servicer to perform in any way its duties and service the Mortgage Loans
in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Servicer contained
herein.  The Servicer shall immediately notify the Owner if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans, assume (with the consent of the Owner and with counsel reasonably satisfactory to the Owner) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or the Owner in respect of such claim but failure to so notify the Owner shall not limit its
obligations hereunder.  The Servicer agrees that it will not enter into any settlement of any such claim without the consent of the
Owner unless such settlement includes an unconditional release of the Owner from all liability that is the subject matter of such
claim.  The provisions of this Section 8.01 shall survive termination of this Agreement. In no event will either Purchaser or Seller
be liable to the other party to this Agreement for incidental or consequential damages, including, without limitation, loss of profit
or loss of business or business opportunity, regardless of the form of action whether in contract, tort or otherwise.



                  Section 8.02   Merger or Consolidation of the Servicer.

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

                  Any Person into which the Servicer  may be merged or  consolidated,  or any  corporation  resulting  from any merger,
conversion or  consolidation  to which the Servicer shall be a party, or any Person  succeeding to the business of the Servicer whether
or not related to loan  servicing,  shall be the successor of the Servicer  hereunder,  without the execution or filing of any paper or
any further act on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however,  that
the successor or surviving Person shall be an institution (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits
of which are insured by the FDIC, SAIF and/or BIF, or which is a HUD-approved  mortgagee  whose primary  business is in origination and
servicing of first lien mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved seller/servicer in good standing.

                  Section 8.03  Limitation on Liability of the Servicer and Others.

                  Neither the Servicer nor any of the  officers,  employees or agents of the Servicer  shall be under any  liability to
the Owner for any  action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for
errors in  judgment  made in good faith;  provided,  however,  that this  provision  shall not protect the  Servicer or any such person
against any breach of warranties or  representations  made herein,  or failure to perform in any way its obligations in compliance with
any standard of care set forth in this  Agreement,  or any  liability  which would  otherwise be imposed by reason of negligence or any
breach of the terms and  conditions  of this  Agreement.  The Servicer  and any officer,  employee or agent of the Servicer may rely in
good faith on any  document of any kind prima facie  properly  executed  and  submitted  by the Owner  respecting  any matters  arising
hereunder.  The Servicer shall not be under any  obligation to appear in,  prosecute or defend any legal action which is not incidental
to its duties to service the Mortgage  Loans in accordance  with this Agreement and which in its opinion may involve it in any expenses
or  liability;  provided,  however,  that the Servicer may,  with the consent of the Owner,  which  consent  shall not be  unreasonably
withheld,  undertake any such action which it may deem  necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto.  In such event,  the reasonable  legal expenses and costs of such action and any liability  resulting  therefrom
shall be  expenses,  costs and  liabilities  for which the Owner will be liable,  and the Servicer  shall be entitled to be  reimbursed
therefor from the Owner upon written demand.

                  Section 8.04  Servicer Not to Resign.

                  The Servicer  shall not resign from the  obligations  and duties hereby imposed on it except by mutual consent of the
Servicer and the Owner or upon the  determination  that its duties  hereunder are no longer  permissible  under applicable law and such
incapacity  cannot be cured by the Servicer.  Any such  determination  permitting the resignation of the Servicer shall be evidenced by
an Opinion of Counsel to such effect  delivered to the Owner which Opinion of Counsel shall be in form and substance  acceptable to the
Owner.  No such  resignation  shall  become  effective  until a  successor  shall have  assumed  the  Servicer's  responsibilities  and
obligations hereunder in the manner provided in Section 11.01.

                  Section 8.05   No Transfer of Servicing.

                  With respect to the  retention of the Servicer to service the Mortgage  Loans  hereunder,  the Servicer  acknowledges
that the Owner has acted in  reliance  upon the  Servicer's  independent  status,  the  adequacy  of its  servicing  facilities,  plan,
personnel,  records and procedures,  its integrity,  reputation and financial standing and the continuance thereof.  Without in any way
limiting the generality of this section,  the Servicer  shall not either assign this  Agreement or the servicing  hereunder or delegate
its rights or duties hereunder or any portion  thereof,  or sell or otherwise  dispose of all or  substantially  all of its property or
assets,  without the prior  written  approval of the Owner,  which  approval  shall not be  unreasonably  withheld;  provided  that the
Servicer may assign the  Agreement and the  servicing  hereunder  without the consent of Owner to an affiliate of the Servicer to which
all servicing of the Servicer is assigned so long as (i) such  affiliate is a Fannie Mae and Freddie Mac approved  servicer and (ii) if
it is intended that such affiliate be spun off to the  shareholders  of the Servicer,  such affiliate have a GAAP net worth of at least
$10,000,000  and (iii) such affiliate  shall deliver to the Owner a  certification  pursuant to which such affiliate  shall agree to be
bound by the terms and  conditions of this  Agreement  and shall  certify that such  affiliate is a Fannie Mae and Freddie Mac approved
servicer in good standing.

                                                     ARTICLE IX
                                                      DEFAULT
                  Section 9.01  Events of Default.

                  In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:

                  (i)      any failure by the  Servicer  to remit to the Owner any payment  required to be made under the terms of this
Agreement  which  continues  unremedied for a period of three (3) Business Days after written notice thereof (it being  understood that
this subparagraph shall not affect Servicer's  obligation  pursuant to Section 5.01 to pay default interest on any remittance  received
by the Owner after the Business Day on which such payment was due); or

                  (ii)     any failure on the part of the Servicer duly to observe or perform in any material  respect any other of the
covenants or  agreements on the part of the Servicer set forth in this  Agreement,  the breach of which has a material  adverse  effect
and which  continue  unremedied  for a period of sixty days  (except that such number of days shall be fifteen in the case of a failure
to pay any premium for any insurance  policy required to be maintained  under this Agreement and such failure shall be deemed to have a
material  adverse  effect) after the date on which written notice of such failure,  requiring the same to be remedied,  shall have been
given to the Servicer by the Owner; or

                  (iii)    a decree or order of a court or agency or supervisory  authority having  jurisdiction for the appointment of
a conservator or receiver or liquidator in any insolvency,  bankruptcy,  readjustment of debt,  marshaling of assets and liabilities or
similar  proceedings,  or for the  winding-up  or  liquidation  of its affairs,  shall have been entered  against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or

                  (iv)     the Servicer shall consent to the  appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy,  readjustment of debt,  marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or

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

                  (vi)     the  Servicer  ceases to be approved by either  Fannie Mae or Freddie Mac (to the extent such  entities  are
then  operating in a capacity  similar to that in which they  operate on the Closing  Date) as a mortgage  loan  servicer for more than
thirty days to the extent such entities perform similar functions; or

                  (vii)    the Servicer  attempts to assign its right to  servicing  compensation  hereunder or the Servicer  attempts,
without the consent of the Owner,  to sell or  otherwise  dispose of all or  substantially  all of its  property or assets or to assign
this  Agreement  or the  servicing  responsibilities  hereunder or to delegate its duties  hereunder or any portion  thereof  except as
otherwise permitted herein.

                  then,  and in each and every such case, so long as an Event of Default shall not have been  remedied,  the Owner,  by
notice in writing to the  Servicer  may, in addition to whatever  rights the Owner may have under  Section 8.01 and at law or equity to
damages,  including  injunctive  relief and specific  performance,  terminate all the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the Servicer for the same. On or after the
receipt by the Servicer of such written notice,  all authority and power of the Servicer under this Agreement,  whether with respect to
the Mortgage  Loans or  otherwise,  shall pass to and be vested in the  successor  appointed  pursuant to Section  11.01.  Upon written
request from the Owner, the Servicer shall prepare,  execute and deliver,  any and all documents and other  instruments,  place in such
successor's  possession  all Servicing  Files,  and do or accomplish  all other acts or things  necessary or  appropriate to effect the
purposes of such notice of  termination,  whether to complete the transfer and  endorsement  or  assignment  of the Mortgage  Loans and
related  documents,  or otherwise,  at the Servicer's sole expense.  The Servicer agrees to cooperate with the Owner and such successor
in effecting the termination of the Servicer's  responsibilities and rights hereunder,  including,  without limitation, the transfer to
such  successor  for  administration  by it of all cash amounts  which shall at the time be credited by the  Servicer to the  Custodial
Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

                  Section 9.02 Waiver of Defaults.

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

                                                               ARTICLE X

                                                              TERMINATION

                  Section 10.01  Termination.

                  The respective  obligations  and  responsibilities  of the Servicer shall  terminate upon: (i) the later of the final
payment or other  liquidation  (or any advance with respect  thereto) of the last Mortgage Loan or the  disposition of all REO Property
and the  remittance  of all  funds due  hereunder;  or (ii) by mutual  consent  of the  Servicer  and the  Owner in  writing;  or (iii)
termination by the Owner pursuant to Section 9.01.  Simultaneously  with any such termination and the transfer of servicing  hereunder,
the Servicer shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.

                  Section 10.02  Removal of Mortgage Loans from Inclusion under this Agreement upon a Whole        Loan  Transfer or a
Pass-Through Transfer.


         The Servicer  acknowledges  and the Owner agrees that with respect to some or all of the Mortgage Loans,  the Owner may effect
either (1) one or more Whole Loan Transfers, or  (2) one or more Pass-Through Transfers.

         The Servicer shall cooperate with the Owner in connection with any Whole Loan Transfer or Pass-Through  Transfer  contemplated
by the Owner pursuant to this Section.  In connection  therewith,  and without  limitation,  the Owner shall deliver any reconstitution
agreement  or other  document  related to the Whole Loan  Transfer or  Pass-Through  Transfer to the Servicer at least 15 days prior to
such transfer (or 30 days if such transfer is to take place in March,  June,  September or December) and the Servicer shall execute any
such reconstitution  agreement which contains provisions  substantially  similar to those herein or otherwise reasonably  acceptable to
the Owner and the Servicer and which restates the  representations  and warranties  contained in Article III as of the date of transfer
(except to the extent any such representation or warranty is not accurate on such date).


         With  respect to each Whole Loan  Transfer or  Pass-Through  Transfer,  as the case may be,  effected by the Owner,  Owner (i)
shall reimburse  Servicer for all reasonable  out-of-pocket  third party costs and expenses related thereto and (ii) shall pay Servicer
a reasonable  amount  representing  time and effort expended by Servicer related thereto (which amount shall be reasonably  agreed upon
by Servicer and Owner prior to the expenditure of such time and effort);  provided,  however,  that for each Whole Loan Transfer and/or
Pass-Through  Transfer,  the sum of such amounts  described in  subsections  (i) and (ii) above shall in no event  exceed  $5,000.  For
purposes of this paragraph,  all Whole Loan Transfers and/or Pass-Through  Transfers made to the same entity within the same accounting
cycle shall be considered one Whole Loan Transfer or Pass-Through Transfer.

                  All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be
subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto
this Agreement shall remain in full force and effect.




                                                     ARTICLE XI

                                              MISCELLANEOUS PROVISIONS

                  Section 11.01  Successor to the Servicer.

                  Prior to termination of the Servicer's  responsibilities  and duties under this Agreement  pursuant to Sections 8.04,
9.01 or 10.01(ii),  the Owner shall (i) succeed to and assume all of the Servicer's  responsibilities,  rights,  duties and obligations
under this Agreement,  or (ii) appoint a successor having the  characteristics set forth in Section 8.02 hereof and which shall succeed
to all rights and assume  all of the  responsibilities,  duties and  liabilities  of the  Servicer  under this  Agreement  prior to the
termination of the Servicer's  responsibilities,  duties and liabilities under this Agreement.  In connection with such appointment and
assumption,  the Owner may make such  arrangements  for the  compensation  of such  successor out of payments on Mortgage  Loans as the
Owner and such successor shall agree. In the event that the Servicer's  duties,  responsibilities  and liabilities under this Agreement
should be terminated  pursuant to the aforementioned  sections,  the Servicer shall discharge such duties and  responsibilities  during
the period from the date it acquires  knowledge of such termination  until the effective date thereof with the same degree of diligence
and  prudence  which it is  obligated  to exercise  under this  Agreement,  and shall take no action  whatsoever  that might  impair or
prejudice  the  rights  or  financial  condition  of its  successor.  The  resignation  or  removal  of the  Servicer  pursuant  to the
aforementioned  sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this section and shall in no
event relieve the Servicer of the  representations  and warranties made pursuant to Article III and the remedies available to the Owner
under  Section  8.01, it being  understood  and agreed that the  provisions of such Article III and Section 8.01 shall be applicable to
the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.

                  Any successor  appointed as provided  herein shall execute,  acknowledge and deliver to the Servicer and to the Owner
an instrument  accepting such  appointment,  whereupon such successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations and liabilities of the Servicer,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Servicer or this Agreement  pursuant to Section 8.04,  9.01 or 10.01 shall not affect any claims
that the Owner may have against the Servicer arising prior to any such termination or resignation.

                  The Servicer  shall promptly  deliver to the successor the funds in the Custodial  Account and the Escrow Account and
the  Servicing  Files and related  documents and  statements  held by it hereunder  and the Servicer  shall account for all funds.  The
Servicer  shall  execute and deliver  such  instruments  and do such other things all as may  reasonably  be required to more fully and
definitely  vest and confirm in the successor all such rights,  powers,  duties,  responsibilities,  obligations and liabilities of the
Servicer.  The successor shall make such  arrangements as it may deem  appropriate to reimburse the Servicer for unrecovered  Servicing
Advances  which the  successor  retains  hereunder  and which would  otherwise  have been  recovered by the  Servicer  pursuant to this
Agreement but for the appointment of the successor servicer.

                  Upon a successor's acceptance of appointment as such, the Servicer shall notify the Owner of such appointment.

                  Section 11.02  Amendment.

                  This  Agreement  may be amended from time to time by the Servicer  and the Owner by written  agreement  signed by the
Servicer and the Owner.

                  Section 11.03  Recordation of Agreement.

                  To the extent  permitted by applicable  law,  this  Agreement is subject to  recordation  in all  appropriate  public
offices for real property records in all the counties or other comparable  jurisdictions in which any of all the properties  subject to
the Mortgages are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected by the
Owner at the  Owner's  expense on  direction  of the Owner  accompanied  by an opinion of counsel to the effect  that such  recordation
materially and beneficially affects the interest of the Owner or is necessary for the administration or servicing the Mortgage Loans.

                  Section 11.04  Governing Law.

                  THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL  LAWS OF THE STATE OF NEW YORK
WITHOUT  GIVING EFFECT TO PRINCIPLES  OF CONFLICTS OF LAWS.  THE  OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Section 11.05  Notices.

                  Any demands,  notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or transmitted by telecopier and confirmed by a similar mailed writing, as follows:

(i)               if to the Servicer:

                  500 Enterprise Road
                  Horsham, Pennsylvania 19044
                  Attention: Mr. Frank Ruhl
                  Telecopier No.: (215) 682-3396

(ii)              if to the Owner:

                  Mac Arthur Ridge II,
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Mr. Edward Raice
                  Telecopier No.:  (972) 444-2810

or such other  address as may  hereafter  be furnished to the other party by like notice.  Any such demand,  notice,  or  communication
hereunder  shall be deemed to have been received on the date delivered to or received at the premises of the address (as evidenced,  in
the case of registered or certified mail, by the date noted on the return receipt).

                  Section 11.06  Severability of Provisions.

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

                  Section 11.07  Exhibits.

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



                  Section 11.08  General Interpretive Principles.

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

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

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

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

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

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

                  (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration.

                  Section 11.09  Reproduction of Documents.

                  This  Agreement  and all  documents  relating  hereto,  including,  without  limitation,  (i)  consents,  waivers and
modifications  which may hereafter be executed,  (ii) documents received by any party at the closing,  and (iii) financial  statements,
certificates and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,
micro-card,  miniature  photographic  or other similar  process.  The parties agree that any such  reproduction  shall be admissible in
evidence as the original itself in any judicial or administrative  proceeding,  whether or not the original is in existence and whether
or not such  reproduction  was made by a party in the  regular  course of  business,  and that any  enlargement,  facsimile  or further
reproduction of such reproduction shall likewise be admissible in evidence.

                  Section 11.10  Confidentiality of Information.

                  Each party  recognizes  that,  in  connection  with this  Agreement,  it may become privy to  non-public  information
regarding  the  financial  condition,  operations  and  prospects of the other party.  Except as required to be disclosed by law,  each
party agrees to keep all  non-public  information  regarding the other party  strictly  confidential,  and to use all such  information
solely in order to effectuate the purpose of this Agreement.

                  Section 11.11  Recordation of Assignments of Mortgage.

                  To the extent  permitted by applicable  law, each of the  Assignments  of Mortgage is subject to  recordation  in all
appropriate  public offices for real property records in all the counties or other comparable  jurisdictions in which any or all of the
Mortgaged Properties are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected
by the Servicer at the Owner's expense.

                  Section 11.12  Assignment by the Owner.

                  The Owner shall have the right,  without the consent of the  Servicer  hereof,  to assign,  in whole or in part,  its
interest  under this Agreement  with respect to some or all of the Mortgage  Loans,  and designate any person to exercise any rights of
the Owner  hereunder,  by executing an assignment and assumption  agreement  reasonably  acceptable to the Servicer and the assignee or
designee  shall accede to the rights and  obligations  hereunder of the Owner with respect to such  Mortgage  Loans.  In no event shall
Owner sell a partial  interest in any Mortgage  Loan.  All  references  to the Owner in this  Agreement  shall be deemed to include its
assignees or  designees.  It is  understood  and agreed  between the Owners and the Servicer  that no more than five (5) Persons  shall
have the right of owner under this Agreement at any one time.

                  Section 11.13  No Partnership.

                  Nothing  herein  contained  shall be deemed or  construed to create a  co-partnership  or joint  venture  between the
parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as agent for Owner.

                  Section 11.14  Execution; Successors and Assigns.

                  This  Agreement  may be  executed  in one or more  counterparts  and by the  different  parties  hereto  on  separate
counterparts,  each of which, when so executed,  shall be deemed to be an original; such counterparts,  together,  shall constitute one
and the same  agreement.  Subject to Section 8.04,  this  Agreement  shall inure to the benefit of and be binding upon the Servicer and
the Owner and their respective successors and assigns.

                  Section 11.15  Entire Agreement.

                  Each of the Servicer and the Owner  acknowledge  that no  representations,  agreements or promises were made to it by
the other party or any of its employees other than those  representations,  agreements or promises specifically  contained herein. This
Agreement sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties.




                  IN WITNESS  WHEREOF,  the  Servicer  and the Owner have caused  their names to be signed  hereto by their  respective
officers thereunto duly authorized as of the date and year first above written.




                                            GMAC MORTGAGE CORPORATION
                                            Servicer

                                            By: ________________________________________
                                                 Name:
                                                 Title:



                                            EMC MORTGAGE CORPORATION
                                            Owner


                                            By:_________________________________________





                                                               EXHIBIT A

                                                        MORTGAGE LOAN SCHEDULE




                                                      EXHIBIT B

                                         CUSTODIAL ACCOUNT LETTER AGREEMENT
                                                       (date)


To:______________________
_________________________
_________________________
    (the "Depository")

                  As   "Servicer"   under   the   Servicing    Agreement,    dated   as   of   ,   (the    "Agreement"),    we   hereby
authorize and request you to establish an account,  as a Custodial Account pursuant to Section 4.04 of the Agreement,  to be designated
as "[Servicer]  Custodial Account, in trust for [Owner],  Owner of Whole Loan Mortgages,  and various  Mortgagors." All deposits in the
account  shall be subject to  withdrawal  therefrom by order signed by the  Servicer.  You may refuse any deposit which would result in
violation of the  requirement  that the account be fully  insured as  described  below.  This letter is submitted to you in  duplicate.
Please execute and return one original to us.



                                   By:____________________
                                   Name:__________________
                                   Title:_________________

                  The undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under
Account  Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as
provided  above.  The full amount  deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit
Insurance  Corporation  through the Bank  Insurance  Fund or the Savings  Association  Insurance  Fund or will be invested in Permitted
Investments as defined in the Agreement.

                                   [                  ]
                                   (name of Depository)
                                   By:____________________
                                   Name:__________________
                                   Title:_________________




                                                      EXHIBIT C

                                           ESCROW ACCOUNT LETTER AGREEMENT

                                                       (date)

To:___________________________
______________________________
______________________________
       (the "Depository")

                  As    "Servicer"    under    the    Servicing    Agreement,    dated   as   of   (the    "Agreement"),    we   hereby
authorize and request you to establish an account,  as an Escrow Account  pursuant to Section 4.06 of the  Agreement,  to be designated
as "[Servicer]  Escrow Account,  in trust for [Owner],  Owner of Whole Loan  Mortgages,  and various  Mortgagors."  All deposits in the
account  shall be subject to  withdrawal  therefrom by order signed by the  Servicer.  You may refuse any deposit which would result in
violation of the  requirement  that the account be fully  insured as  described  below.  This letter is submitted to you in  duplicate.
Please execute and return one original to us.



                                   By:____________________
                                   Name:__________________
                                   Title:_________________

                  The undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under
Account  Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as
provided  above.  The full amount  deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit
Insurance  Corporation  through the Bank  Insurance  Fund or the Savings  Association  Insurance  Fund or will be invested in Permitted
Investments as defined in the Agreement.

                                   [                  ]
                                   (name of Depository)
                                   By:____________________
                                   Name:__________________
                                   Title:_________________




                                                               EXHIBIT D

                                                          REQUEST FOR RELEASE




                                                              EXHIBIT E

                                                    LOAN LEVEL SCHEDULED-SCHEDULED
                                                        REMITTANCE TAPE LAYOUT




                                                                                                                            EXHIBIT H-6

                                                    GREENPOINT SERVICING AGREEMENT





                                                       EMC MORTGAGE CORPORATION
                                                              Purchaser,

                                                   GREENPOINT MORTGAGE FUNDING, INC.

                                                               Company,

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                                                     Dated as of September 1, 2003





                                              (Fixed and Adjustable Rate Mortgage Loans)




                                                           TABLE OF CONTENTS

                                                               ARTICLE I


Section 1.01     Defined Terms............................................................................2

                                                              ARTICLE II

Section 2.01     Agreement to Purchase....................................................................14
Section 2.02     Purchase Price...........................................................................15
Section 2.03     Servicing of Mortgage Loans..............................................................15
Section 2.04     Record Title and Possession of Mortgage Files;
                         Maintenance of Servicing Files...................................................15
Section 2.05     Books and Records........................................................................16
Section 2.06     Transfer of Mortgage Loans...............................................................17
Section 2.07     Delivery of Mortgage Loan Documents......................................................17
Section 2.08     Quality Control Procedures...............................................................19
Section 2.09     Near-term Principal Prepayments; Near Term Payment Defaults..............................19
Section 2.10     Modification of Obligations..............................................................19

                                                              ARTICLE III

Section 3.01     Representations and Warranties of the Company............................................21
Section 3.02     Representations and Warranties as to
                         Individual Mortgage Loans........................................................24
Section 3.03     Repurchase; Substitution.................................................................33
Section 3.04     Representations and Warranties of the Purchaser..........................................35

                                                              ARTICLE IV

Section 4.01     Company to Act as Servicer...............................................................36
Section 4.02     Collection of Mortgage Loan Payments.....................................................39
Section 4.03     Realization Upon Defaulted Mortgage Loans................................................40
Section 4.04     Establishment of Custodial Accounts;
                         Deposits in Custodial Accounts...................................................41
Section 4.05     Permitted Withdrawals from the
                         Custodial Account................................................................42
Section 4.06     Establishment of Escrow Accounts;
                         Deposits in Escrow Accounts......................................................43
Section 4.07     Permitted Withdrawals From Escrow Account................................................44
Section 4.08     Payment of Taxes, Insurance and Other
                         Charges; Maintenance of Primary Mortgage
                          Insurance Policies; Collections Thereunder......................................45
Section 4.09     Transfer of Accounts.....................................................................46
Section 4.10     Maintenance of Hazard Insurance..........................................................46
Section 4.11     Maintenance of Mortgage Impairment
                         Insurance Policy.................................................................47
Section 4.12     Fidelity Bond, Errors and Omissions
                        Insurance.........................................................................48
Section 4.13    Title, Management and Disposition of REO  Property........................................48
Section 4.14     Notification of Maturity Date............................................................50

                                                               ARTICLE V

Section 5.01     Distributions............................................................................50
Section 5.02     Statements to the Purchaser..............................................................51
Section 5.03     Monthly Advances by the Company..........................................................53
Section 5.04     Liquidation Reports......................................................................53

                                                              ARTICLE VI

Section 6.01     Assumption Agreements....................................................................53
Section 6.02     Satisfaction of Mortgages and Release
                         of Mortgage Files................................................................54
Section 6.03     Servicing Compensation...................................................................55
Section 6.04     Annual Statement as to Compliance........................................................56
Section 6.05     Annual Independent Certified Public
                         Accountants' Servicing Report....................................................56
Section 6.06     Purchaser's Right to Examine Company Records.............................................56

                                                              ARTICLE VII

Section 7.01      Company Shall Provide Information as Reasonably
                          Required........................................................................57

                                                             ARTICLE VIII

Section 8.01     Indemnification; Third Party Claims......................................................58
Section 8.02     Merger or Consolidation of the Company...................................................58
Section 8.03     Limitation on Liability of the Company and Others........................................59
Section 8.04     Company Not to Assign or Resign..........................................................59
Section 8.05     No Transfer of Servicing.................................................................59

                                                              ARTICLE IX

Section 9.01     Events of Default........................................................................61
Section 9.02     Waiver of Defaults.......................................................................62

                                                               ARTICLE X

Section 10.01     Termination.............................................................................62
Section 10.02     Termination without cause...............................................................63

                                                              ARTICLE XI

Section 11.01     Successor to the Company................................................................63
Section 11.02     Amendment...............................................................................64
Section 11.03     Recordation of Agreement................................................................65
Section 11.04     Governing Law...........................................................................65
Section 11.05     Notices.................................................................................65
Section 11.06     Severability of Provisions..............................................................66
Section 11.07     Exhibits................................................................................66
Section 11.08     General Interpretive Principles.........................................................66
Section 11.09     Reproduction of Documents...............................................................67
Section 11.10     Confidentiality of Information..........................................................67
Section 11.11     Recordation of Assignment of Mortgage...................................................67
Section 11.12     Assignment by Purchaser.................................................................68
Section 11.13     No Partnership..........................................................................68
Section 11.14     Execution: Successors and Assigns.......................................................68
Section 11.15     Entire Agreement........................................................................68
Section 11.16     No Solicitation.........................................................................68
Section 11.17     Closing.................................................................................69
Section 11.18     Cooperation of Company with Reconstitution..............................................70

EXHIBITS
   A                   Contents of Mortgage File
   B                   Custodial Account Letter Agreement
   C                   Escrow Account Letter Agreement
   D                   Form of Assignment, Assumption and Recognition Agreement
   E                   Form of Trial Balance
   F                   [reserved]
   G                   Request for Release of Documents and Receipt
   H                   Company's Underwriting Guidelines
   I                   Form of Term Sheet




         This is a Purchase,  Warranties and Servicing  Agreement,  dated as of September 1, 2003 and is executed  between EMC MORTGAGE
CORPORATION,  as Purchaser,  with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive,  Suite 200, Irving,  Texas 75038 (the
"Purchaser"),  and GREENPOINT  MORTGAGE  FUNDING,  INC., with offices located at 100 Wood Hollow Drive,  Novato,  California 94945 (the
"Company").

                                                         W I T N E S S E T H :

         WHEREAS,  the Purchaser has heretofore  agreed to purchase from the Company and the Company has  heretofore  agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;

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

         WHEREAS,  the Purchaser and the Company wish to prescribe the  representations  and  warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;

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


                                                               ARTICLE I

                                                              DEFINITIONS

         Section 1.01  Defined Terms.

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

         Accepted Servicing  Practices:  With respect to any Mortgage Loan, those mortgage servicing  practices  (including  collection
procedures)  of prudent  mortgage  banking  institutions  which  service  mortgage  loans of the same type as such Mortgage Loan in the
jurisdiction  where the related  Mortgaged  Property is located,  and which are in accordance  with Fannie Mae servicing  practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.

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

         Agreement:  This  Purchase,  Warranties  and  Servicing  Agreement  including  all  exhibits  hereto,  amendments  hereof  and
supplements hereto.

         Appraised  Value:  With respect to any  Mortgaged  Property,  the value  thereof as  determined  by an appraisal  made for the
originator  of the Mortgage  Loan at the time of  origination  of the Mortgage  Loan by an appraiser  who met the  requirements  of the
Company and Fannie Mae.

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

         BIF:  The Bank Insurance Fund, or any successor thereto.

         Business  Day:  Any day other than:  (i) a Saturday or Sunday,  or (ii) a legal  holiday in the State of New York,  or (iii) a
day on which banks in the State of New York are authorized or obligated by law or executive order to be closed.

         Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

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

         Company: GreenPoint Mortgage Funding, Inc., its successors in interest and assigns, as permitted by this Agreement.

         Company's  Officer's  Certificate:  A  certificate  signed by the  Chairman of the Board,  President,  any Vice  President  or
Treasurer  of  Company  stating  the date by which  Company  expects to receive  any  missing  documents  sent for  recording  from the
applicable recording office.

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

         Confirmation:  The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.

         Co-op Lease:  With respect to a Co-op Loan,  the lease with respect to a dwelling  unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.

         Co-op  Loan:  A Mortgage  Loan  secured by the pledge of stock  allocated  to a  dwelling  unit in a  residential  cooperative
housing corporation and a collateral assignment of the related Co-op Lease.

         Current Appraised Value:   With respect to any Mortgaged  Property,  the value thereof as determined by an appraisal  made for
the Company (by an appraiser who met the  requirements  of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of
canceling a Primary  Mortgage  Insurance  Policy in accordance with federal,  state and local laws and regulations or otherwise made at
the request of the Company or Mortgagor.

         Current LTV:      The  ratio of the  Stated  Principal  Balance  of a  Mortgage  Loan to the  Current  Appraised  Value of the
Mortgaged Property.

         Custodial  Account:  Each separate demand account or accounts  created and maintained  pursuant to Section 4.04 which shall be
entitled  "GreenPoint  Mortgage  Funding,  Inc., in trust for the  [Purchaser],  Owner of Adjustable  Rate Mortgage Loans" and shall be
established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

         Custodian:  With respect to any Mortgage  Loan,  the entity stated on the related Term Sheet,  and its successors and assigns,
as custodian for the Purchaser.

         Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

         Determination  Date:  The 15th day (or if such 15th day is not a Business  Day, the Business Day  immediately  preceding  such
15th day) of the month of the related Remittance Date.

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

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

         Eligible Account:  An account established and maintained:  (i) within FDIC insured accounts created,  maintained and monitored
by the Company so that all funds deposited  therein are fully insured,  or (ii) as a trust account with the corporate trust  department
of a  depository  institution  or trust  company  organized  under the laws of the  United  States of  America or any one of the states
thereof or the District of Columbia which is not  affiliated  with the Company (or any  sub-servicer)  or (iii) with an entity which is
an institution  whose deposits are insured by the FDIC, the unsecured and  uncollateralized  long-term debt  obligations of which shall
be rated "A2" or higher by  Standard & Poor's and "A" or higher by Fitch,  Inc.  or one of the two  highest  short-term  ratings by any
applicable Rating Agency, and which is either (a) a federal savings  association duly organized,  validly existing and in good standing
under the federal banking laws, (b) an institution duly organized,  validly existing and in good standing under the applicable  banking
laws of any state, (c) a national banking  association under the federal banking laws, or (d) a principal  subsidiary of a bank holding
company,  or (iv) if ownership of the Mortgage Loans is evidenced by  mortgaged-backed  securities,  the equivalent required ratings of
each Rating  Agency,  and held such that the rights of the  Purchaser  and the owner of the  Mortgage  Loans  shall be fully  protected
against the claims of any creditors of the Company (or any  sub-servicer)  and of any creditors or  depositors  of the  institution  in
which such account is maintained or (v) in a separate  non-trust  account without FDIC or other  insurance in an Eligible  Institution.
In the event that a Custodial  Account is  established  pursuant to clause (iii),  (iv) or (v) of the preceding  sentence,  the Company
shall provide the Purchaser  with written notice on the Business Day following the date on which the  applicable  institution  fails to
meet the applicable ratings requirements.

         Eligible  Institution:  GreenPoint  Mortgage Funding,  Inc., or an institution  having (i) the highest short-term debt rating,
and one of the two highest  long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial  Account,  an unsecured
long-term debt rating of at least one of the two highest unsecured long-term debt ratings of each Rating Agency.

         Equity  Take-Out  Refinanced  Mortgage  Loan:  A  Refinanced  Mortgage  Loan the  proceeds  of  which  were in  excess  of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).

         Escrow  Account:  Each  separate  trust  account or accounts  created and  maintained  pursuant to Section 4.06 which shall be
entitled  "GreenPoint  Mortgage  Funding,  Inc., in trust for the  [Purchaser],  Owner of Adjustable Rate Mortgage  Loans,  and various
Mortgagors"  and shall be established in an Eligible  Account,  in the name of the Person that is the  "Purchaser"  with respect to the
related Mortgage Loans.

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

         Event of Default:  Any one of the conditions or circumstances enumerated in Section 9.01.

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

         Fannie Mae  Guide(s):  The Fannie  Mae  Selling  Guide and the Fannie Mae  Servicing  Guide and all  amendments  or  additions
thereto.

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

         FHLMC:  The Federal Home Loan Mortgage Corporation, or any successor thereto.

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

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

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

         First  Remittance  Date:  With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.

         GAAP:  Generally accepted accounting principles, consistently applied.

         HUD:  The United States Department of Housing and Urban Development or any successor thereto.

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

         Initial Rate Cap: As to each  adjustable  rate  Mortgage  Loan,  where  applicable,  the  maximum  increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.

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

         Lifetime  Rate Cap: As to each  adjustable  rate  Mortgage  Loan,  the maximum  Mortgage  Interest  Rate over the term of such
Mortgage Loan.

         Liquidation  Proceeds:  Cash received in connection  with the  liquidation of a defaulted  Mortgage Loan,  whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

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

         Loan-to-Value  Ratio or LTV: With respect to any Mortgage  Loan,  the ratio of the original  outstanding  principal  amount of
the Mortgage  Loan,  to (i) the  Appraised  Value of the  Mortgaged  Property as of the  Origination  Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged  Property as of the  Origination  Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.

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

         Monthly Advance:  The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.

         Monthly  Payment:  The scheduled  monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.

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

         Mortgage File:  The mortgage  documents  pertaining to a particular  Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.

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

         Mortgage  Interest Rate: The annual rate at which  interest  accrues on any Mortgage Loan,  which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.

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

         Mortgage Loan Documents:  The documents listed in Exhibit A.

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

         Mortgage Loan  Schedule:  The schedule of Mortgage  Loans annexed to the related Term Sheet,  such schedule  setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:

         (1)      the Company's Mortgage Loan identifying number;

         (2)      the Mortgagor's first and last name;

         (3)      the street address of the Mortgaged Property including the city, state and zip code;

         (4)      a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

         (5)      the type of residential property constituting the Mortgaged Property;

         (8)      the original months to maturity of the Mortgage Loan;

         (9)      the  remaining  months to maturity  from the  related  Cut-off  Date,  based on the  original  amortization  schedule  and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;

         (8)      the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;

         (9)      the Mortgage  Interest Rate as of origination  and as of the related  Cut-off Date;  with respect to each  adjustable
rate Mortgage Loan, the initial  Adjustment Date, the next Adjustment Date  immediately  following the related Cut-off Date, the Index,
the Margin,  the Initial Rate Cap, if any,  Periodic Rate Cap, if any, minimum  Mortgage  Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;

         (10)     the Origination Date of the Mortgage Loan;

         (11)     the stated maturity date;

         (12)     the amount of the Monthly Payment at origination;

         (13)     the amount of the Monthly Payment as of the related  Cut-off Date;

         (14)     the original principal amount of the Mortgage Loan;

         (15)     the scheduled Stated Principal  Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;

         (16)     a code  indicating  the purpose of the  Mortgage  Loan (i.e.,  purchase,  rate and term  refinance,  equity  take-out
refinance);

         (17)     a code indicating the documentation style (i.e. full, alternative, etc.);

         (18)     the number of times during the twelve (12) month period  preceding the related  Closing Date that any Monthly Payment
has been received after the month of its scheduled due date (if requested in writing by the Purchaser);

         (19)     the date on which the first payment is or was due;

         (21)     a code indicating  whether or not the Mortgage Loan is the subject of a Primary Mortgage  Insurance Policy and the name of the
                  related insurance carrier;

         (21)     a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;

         (22)     the last Due Date on which a Monthly  Payment was actually  applied to the unpaid  principal  balance of the Mortgage
Loan.

         (23)     product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);

         (25)     credit score and/or mortgage score, if applicable;

         (25)     a code indicating  whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage  Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;

         (27)     a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;

         (28)     the Loan Program Code; and

         (28)     the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable.

         With respect to the Mortgage Loans in the aggregate,  the Mortgage Loan Schedule  attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:

         (1)      the number of Mortgage Loans;

         (2)      the current aggregate outstanding principal balance of the Mortgage Loans;

         (3)      the weighted average Mortgage Interest Rate of the Mortgage Loans;

         (4)      the weighted average maturity of the Mortgage Loans; and

         (5)      the weighted average months to next Adjustment Date;

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

         Mortgaged  Property:  The underlying  real property  securing  repayment of a Mortgage Note,  consisting of a single parcel of
real  estate  considered  to be real  estate  under the laws of the state in which  such real  property  is located  which may  include
condominium  units and planned  unit  developments,  improved by a  residential  dwelling;  except that with  respect to real  property
located in jurisdictions in which the use of leasehold estates for residential  properties is a widely-accepted  practice,  a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.

         Mortgagor:  The obligor on a Mortgage Note.

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

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

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

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an  employee  of the party on behalf of whom the  opinion is
being given, reasonably acceptable to the Purchaser.

         Origination  Date: The date on which a Mortgage Loan funded,  which date shall not, in connection  with a Refinanced  Mortgage
Loan,  be the date of the funding of the debt being  refinanced,  but rather the closing of the debt  currently  outstanding  under the
terms of the Mortgage Loan Documents.

         OTS:  Office of Thrift Supervision, or any successor thereto.

         Periodic Rate Cap: As to each  adjustable rate Mortgage Loan, the maximum  increase or decrease in the Mortgage  Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.

         Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and obligations  fully  guaranteed by the United States of America or any agency or
                  instrumentality  of the United States of America the  obligations of which are backed by the full faith and credit of
                  the United States of America;

         (ii)  (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
     company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
     examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
     and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
     investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
     Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;


                  (iii)  repurchase  obligations  with a term not to exceed  thirty  (30)  days and with  respect  to (a) any  security
                  described in clause (i) above and entered into with a depository  institution or trust company  (acting as principal)
                  described in clause (ii)(a) above;

                  (iv) securities  bearing interest or sold at a discount issued by any corporation  incorporated under the laws of the
                  United  States of America or any state  thereof that are rated in one of the two highest  rating  categories  by each
                  Rating Agency at the time of such  investment or  contractual  commitment  providing for such  investment;  provided,
                  however,  that securities issued by any particular  corporation will not be Permitted  Investments to the extent that
                  investments  therein will cause the then outstanding  principal  amount of securities  issued by such corporation and
                  held as Permitted  Investments to exceed 10% of the aggregate  outstanding  principal balances of all of the Mortgage
                  Loans and Permitted Investments;

                  (v) commercial paper  (including both  non-interest-bearing  discount  obligations and  interest-bearing  obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by each Rating Agency at the time of such investment;

                  (vi) any other  demand,  money market or time  deposit,  obligation,  security or  investment as may be acceptable to
                  each Rating Agency as evidenced in writing by each Rating Agency; and

                  (vii) any money market funds the collateral of which consists of  obligations  fully  guaranteed by the United States
                  of America or any agency or  instrumentality  of the United States of America the  obligations of which are backed by
                  the full faith and credit of the United  States of America  (which  may  include  repurchase  obligations  secured by
                  collateral  described  in clause (i)) and other  securities  and which money market funds are rated in one of the two
                  highest rating categories by each Rating Agency.

provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest  payments with respect to the obligations  underlying such instrument or if such security provides for payment of
both  principal  and  interest  with a yield to maturity in excess of 120% of the yield to  maturity  at par or if such  investment  or
security is purchased at a price greater than par.

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

         Prepayment  Interest  Shortfall:  With  respect to any  Remittance  Date,  for each  Mortgage  Loan that was the  subject of a
Principal  Prepayment  during the related  Prepayment  Period,  an amount equal to the excess of one month's interest at the applicable
Mortgage Loan  Remittance Rate on the amount of such Principal  Prepayment  over the amount of interest  (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.

         Prepayment Period:         With  respect  to any  Remittance  Date,  the  calendar  month  preceding  the month in which  such
Remittance Date occurs.

         Primary  Mortgage  Insurance  Policy:  Each  primary  policy of mortgage  insurance  represented  to be in effect  pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.

         Prime Rate:  The prime rate  announced  to be in effect from time to time as  published as the average rate in the Wall Street
Journal (Northeast Edition).

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

         Purchase Price:  As defined in Section 2.02.

         Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

         Qualified  Appraiser:  An appraiser,  duly  appointed by the Company,  who had no interest,  direct or indirect in the related
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the  requirements  of Title XI of FIRREA
and the  regulations  promulgated  thereunder  and the  requirements  of Fannie Mae, all as in effect on the date the Mortgage Loan was
originated.

         Qualified  Insurer:  An insurance  company duly qualified as such under the laws of the states in which the related  Mortgaged
Property is located,  duly  authorized  and  licensed in such states to transact  the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.

         Rating  Agency:  Standard & Poor's,  Fitch,  Inc. or, in the event that some or all of the ownership of the Mortgage  Loans is
evidenced by  mortgage-backed  securities,  the nationally  recognized rating agencies issuing ratings with respect to such securities,
if any.

         Refinanced  Mortgage  Loan:  A Mortgage  Loan which was made to a  Mortgagor  who owned the  Mortgaged  Property  prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

         REMIC:  A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.

         REMIC  Provisions:  The  provisions  of the federal  income tax law relating to REMICs,  which appear at Sections 860A through
860G of the Code, and the related  provisions and regulations  promulgated  thereunder,  as the foregoing may be in effect from time to
time.

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

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

         REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.

         REO Property:  A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.

         Repurchase  Price:  With  respect  to any  Mortgage  Loan,  a price  equal to (i) the  product  of the  greater of 100% or the
percentage of par as stated in the  Confirmation  multiplied by the Stated  Principal  Balance of such Mortgage Loan on the  repurchase
date, plus (ii) interest on such  outstanding  principal  balance at the Mortgage Loan Remittance Rate from the last date through which
interest  has been paid and  distributed  to the  Purchaser to the end of the month of  repurchase,  plus,  (iii) third party  expenses
incurred in connection with the transfer of the Mortgage Loan being  repurchased;  less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

         SAIF:  The Savings Association Insurance Fund, or any successor thereto.

         Sales Price:      With  respect to any Mortgage  Loan the proceeds of which were used by the  Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.

         Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of pocket"  costs and expenses  (including  reasonable
attorneys'  fees and  disbursements)  incurred in the  performance  by the Company of its  servicing  obligations,  including,  but not
limited  to,  the  cost  of (a)  the  preservation,  restoration  and  protection  of the  Mortgaged  Property,  (b)  any  enforcement,
administrative or judicial  proceedings,  or any legal work or advice specifically  related to servicing the Mortgage Loans,  including
but not limited to,  foreclosures,  bankruptcies,  condemnations,  drug seizures,  elections,  foreclosures  by subordinate or superior
lienholders,  and other legal actions  incidental to the servicing of the Mortgage  Loans  (provided  that such expenses are reasonable
and that the  Company  specifies  the  Mortgage  Loan(s)  to which  such  expenses  relate  and,  upon  Purchaser's  request,  provides
documentation  supporting  such expense (which  documentation  would be acceptable to Fannie Mae),  and provided  further that any such
enforcement,  administrative or judicial proceeding does not arise out of a breach of any  representation,  warranty or covenant of the
Company  hereunder),  (c) the management and  liquidation  of the Mortgaged  Property if the Mortgaged  Property is acquired in full or
partial  satisfaction of the Mortgage,  (d) taxes,  assessments,  water rates,  sewer rates and other charges which are or may become a
lien upon the Mortgaged  Property,  and Primary  Mortgage  Insurance Policy premiums and fire and hazard  insurance  coverage,  (e) any
expenses  reasonably  sustained by the Company with respect to the  liquidation of the Mortgaged  Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.

         Servicing  Fee:  With respect to each  Mortgage  Loan,  the amount of the annual fee the  Purchaser  shall pay to the Company,
which  shall,  for a period of one full  month,  be equal to  one-twelfth  of the  product  of (a) the  Servicing  Fee Rate and (b) the
outstanding  principal  balance of such Mortgage Loan. Such fee shall be payable  monthly,  computed on the basis of the same principal
amount and period  respecting  which any related  interest  payment on a Mortgage Loan is computed.  The obligation of the Purchaser to
pay the  Servicing  Fee is limited to, and the  Servicing  Fee is payable  solely from,  the interest  portion of such Monthly  Payment
collected  by the  Company,  or as otherwise  provided  under  Section 4.05 and in  accordance  with the Fannie Mae  Guide(s).  Any fee
payable to the Company for  administrative  services  related to any REO  Property as  described  in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.

         Servicing Fee Rate:  As set forth in the Term Sheet.

         Servicing  File:  With  respect to each  Mortgage  Loan,  the file  retained by the Company  consisting  of  originals  of all
documents in the Mortgage File which are not delivered to the  Purchaser  and copies of the Mortgage Loan  Documents  listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.

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

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

         Subservicer:   Any  subservicer  which  is  subservicing  the  Mortgage  Loans  pursuant  to  a  Subservicing  Agreement.  Any
subservicer shall meet the qualifications set forth in Section 4.01.

         Subservicing Agreement:  An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.

                  Term Sheet: A supplemental  agreement in the form attached  hereto as Exhibit I which shall be executed and delivered
by the Company and the Purchaser to provide for the sale and servicing  pursuant to the terms of this  Agreement of the Mortgage  Loans
listed on Schedule I attached thereto,  which supplemental  agreement shall contain certain specific  information relating to such sale
of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.


                                                              ARTICLE II

                                       PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
                                            RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
                                                BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
                                                  DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01      Agreement to Purchase.

         The Company  agrees to sell and the  Purchaser  agrees to purchase the Mortgage  Loans  having an aggregate  Stated  Principal
Balance on the related  Cut-off  Date set forth in the  related  Term Sheet in an amount as set forth in the  Confirmation,  or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate  Stated Principal  Balance of the Mortgage
Loans  accepted by the Purchaser on the related  Closing Date,  with servicing  retained by the Company.  The Company shall deliver the
related  Mortgage Loan Schedule  attached to the related Term Sheet for the Mortgage Loans to be purchased on the related  Closing Date
to the Purchaser at least two (2) Business Days prior to the related  Closing Date.  The Mortgage  Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.

         Section 2.02      Purchase Price.

         The  Purchase  Price  for each  Mortgage  Loan  shall be the  percentage  of par as  stated in the  Confirmation  (subject  to
adjustment as provided  therein),  multiplied by the Stated  Principal  Balance,  as of the related  Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet,  after application of scheduled  payments of principal
due on or before the related Cut-off Date whether or not collected.

         In addition to the Purchase Price as described  above,  the Purchaser shall pay to the Company,  at closing,  accrued interest
on the Stated  Principal  Balance of each Mortgage Loan as of the related  Cut-off Date at the Mortgage  Loan  Remittance  Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

         The Purchase Price plus accrued  interest as set forth in the preceding  paragraph  shall be paid on the related  Closing Date
by wire transfer of immediately available funds.

          Purchaser shall be entitled to (1) all scheduled  principal due after the related  Cut-off Date, (2) all other  recoveries of
principal  collected on or after the related  Cut-off Date  (provided,  however,  that all  scheduled  payments of principal  due on or
before the related  Cut-off Date and collected by the Company or any successor  servicer after the related Cut-off Date shall belong to
the Company),  and (3) all payments of interest on the Mortgage Loans net of applicable  Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date).  The outstanding  principal  balance of each Mortgage Loan
as of the related  Cut-off Date is determined  after  application  of payments of principal  due on or before the related  Cut-off Date
whether or not collected,  together with any unscheduled  principal  prepayments collected prior to the related Cut-off Date; provided,
however,  that  payments of  scheduled  principal  and  interest  prepaid for a Due Date beyond the related  Cut-off  Date shall not be
applied to the principal  balance as of the related  Cut-off Date.  Such prepaid  amounts shall be the property of the  Purchaser.  The
Company  shall  deposit any such prepaid  amounts into the  Custodial  Account,  which  account is  established  for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.

         Section 2.03      Servicing of Mortgage Loans.

         Simultaneously  with the  execution  and delivery of each Term Sheet,  the Company  does hereby agree to directly  service the
Mortgage Loans listed on the related  Mortgage Loan Schedule  attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet.  The rights of the  Purchaser to receive  payments with respect to the related  Mortgage  Loans shall be as
set forth in this Agreement.

         Section 2.04      Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

         As of the related  Closing Date, the Company sold,  transferred,  assigned,  set over and conveyed to the  Purchaser,  without
recourse,  on a servicing retained basis, and the Company hereby  acknowledges that the Purchaser has, but subject to the terms of this
Agreement  and the related Term Sheet,  all the right,  title and interest of the Company in and to the  Mortgage  Loans.  Company will
deliver the Mortgage  Files to the  Custodian  designated by  Purchaser,  on or before the related  Closing Date, at the expense of the
Company.  The Company shall maintain a Servicing  File  consisting of a copy of the contents of each Mortgage File and the originals of
the  documents in each  Mortgage  File not delivered to the  Purchaser.  The  Servicing  File shall contain all documents  necessary to
service the  Mortgage  Loans.  The  possession  of each  Servicing  File by the Company is at the will of the  Purchaser,  for the sole
purpose of servicing the related  Mortgage  Loan,  and such  retention and  possession by the Company is in a custodial  capacity only.
From the related  Closing Date,  the ownership of each Mortgage Loan,  including the Mortgage  Note, the Mortgage,  the contents of the
related  Mortgage File and all rights,  benefits,  proceeds and  obligations  arising  therefrom or in connection  therewith,  has been
vested in the  Purchaser.  All rights  arising out of the Mortgage  Loans  including,  but not limited to, all funds  received on or in
connection  with the Mortgage  Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession  of the Company  shall be received  and held by the  Company in trust for the benefit of the  Purchaser  as the owner of the
Mortgage  Loans.  Any portion of the  Mortgage  Files  retained by the  Company  shall be  appropriately  identified  in the  Company's
computer  system to clearly  reflect the  ownership of the Mortgage  Loans by the  Purchaser.  The Company shall release its custody of
the  contents of the  Mortgage  Files only in  accordance  with  written  instructions  of the  Purchaser,  except when such release is
required as incidental to the Company's  servicing of the Mortgage Loans or is in connection  with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

         Section 2.05       Books and Records.

         The sale of each Mortgage Loan shall be reflected on the Company's  balance sheet and other financial  statements as a sale of
assets by the Company.  The Company shall be responsible for maintaining,  and shall maintain,  a complete set of books and records for
the Mortgage Loans that shall be  appropriately  identified in the Company's  computer  system to clearly  reflect the ownership of the
Mortgage  Loan by the  Purchaser.  In  particular,  the Company  shall  maintain in its  possession,  available  for  inspection by the
Purchaser,  or its designee and shall deliver to the Purchaser upon demand,  evidence of compliance  with all federal,  state and local
laws, rules and regulations,  and requirements of Fannie Mae or FHLMC, as applicable,  including but not limited to documentation as to
the method used in determining the  applicability  of the provisions of the Flood Disaster  Protection Act of 1973, as amended,  to the
Mortgaged  Property,  documentation  evidencing  insurance coverage of any condominium  project as required by Fannie Mae or FHLMC, and
periodic  inspection  reports as required by Section  4.13.  To the extent that  original  documents  are not  required for purposes of
realization  of  Liquidation  Proceeds or Insurance  Proceeds,  documents  maintained by the Company may be in the form of microfilm or
microfiche.

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

         In  addition to the  foregoing,  Company  shall  provide to any  supervisory  agents or  examiners  that  regulate  Purchaser,
including but not limited to, the OTS, the FDIC and other similar  entities,  access,  during normal  business  hours,  upon reasonable
advance  notice to Company and without cost to Company or such  supervisory  agents or examiners,  to any  documentation  regarding the
Mortgage Loans that may be required by any applicable regulator.

         Section 2.06.     Transfer of Mortgage Loans.

         The Company shall keep at its servicing  office books and records in which,  subject to such reasonable  regulations as it may
prescribe,  the Company shall note transfers of Mortgage  Loans.  No transfer of a Mortgage Loan may be made unless such transfer is in
compliance  with the terms  hereof.  For the purposes of this  Agreement,  the Company  shall be under no  obligation  to deal with any
person with respect to this  Agreement or any Mortgage Loan unless a notice of the transfer of such  Mortgage  Loan has been  delivered
to the Company in  accordance  with this  Section  2.06 and the books and  records of the Company  show such person as the owner of the
Mortgage  Loan.  The  Purchaser  may,  subject to the terms of this  Agreement,  sell and transfer  one or more of the Mortgage  Loans,
provided,  however,  that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this  Agreement  and an original  counterpart  of the  instrument  of transfer in an
Assignment and Assumption of this Agreement  substantially  in the form of Exhibit D hereto executed by the transferee  shall have been
delivered to the Company.  The  Purchaser  also shall advise the Company of the transfer.  Upon receipt of notice of the transfer,  the
Company shall mark its books and records to reflect the ownership of the Mortgage  Loans of such assignee,  and the previous  Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

         Section 2.07      Delivery of Mortgage Loan Documents.

                  The Company  shall  deliver and release to the  Purchaser or its designee the Mortgage  Loan  Documents in accordance
with the terms of this  Agreement  and the related Term Sheet.  The  documents  enumerated  as items (1), (2), (3), (4), (5), (6), (7),
(8),  (9) and (16) in Exhibit A hereto  shall be  delivered  by the Company to the  Purchaser  or its  designee no later than three (3)
Business  Days prior to the related  Closing  Date  pursuant to a bailee  letter  agreement.  All other  documents in Exhibit A hereto,
together with all other  documents  executed in connection  with the Mortgage  Loan that Company may have in its  possession,  shall be
retained by the Company in trust for the  Purchaser.  If the Company cannot  deliver the original  recorded  Mortgage Loan Documents or
the original policy of title  insurance,  including riders and  endorsements  thereto,  on the related Closing Date, the Company shall,
promptly upon receipt thereof and in any case not later than 120 days from the related Closing Date,  deliver such original  documents,
including  original  recorded  documents,  to the  Purchaser or its designee  (unless the Company is delayed in making such delivery by
reason of the fact that such  documents  shall  not have been  returned  by the  appropriate  recording  office).  If  delivery  is not
completed  within 120 days solely due to delays in making such delivery by reason of the fact that such  documents  shall not have been
returned by the  appropriate  recording  office,  Company shall deliver such document to Purchaser,  or its designee,  within such time
period as specified in a Company's  Officer's  Certificate.  In the event that  documents  have not been received by the date specified
in the Company's Officer's  Certificate,  a subsequent Company's Officer's Certificate shall be delivered by such date specified in the
prior  Company's  Officer's  Certificate,  stating a revised date for receipt of  documentation.  The procedure shall be repeated until
the  documents  have been  received and  delivered.  If delivery is not  completed  within 180 days solely due to delays in making such
delivery by reason of the fact that such  documents  shall not have been  returned by the  appropriate  recording  office,  the Company
shall  continue to use its best efforts to effect  delivery as soon as possible  thereafter,  provided  that if such  documents are not
delivered by the 270th day from the date of the related  Closing Date, the Company shall  repurchase the related  Mortgage Loans at the
Repurchase Price in accordance with Section 3.03 hereof.

         The Company shall pay all initial  recording  fees, if any, for the  assignments  of mortgage and any other fees in connection
with the  transfer of all original  documents to the  Purchaser or its  designee.  Company  shall  prepare,  in  recordable  form,  all
assignments  of mortgage  necessary to assign the Mortgage  Loans to Purchaser,  or its  designee.  Company  shall be  responsible  for
recording the assignments of mortgage.

         Company  shall provide an original or duplicate  original of the title  insurance  policy to Purchaser or its designee  within
ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.

         Any  review  by the  Purchaser,  or its  designee,  of the  Mortgage  Files  shall in no way  alter or  reduce  the  Company's
obligations hereunder.

         If the Purchaser or its designee  discovers any defect with respect to a Mortgage  File, the Purchaser  shall,  or shall cause
its  designee  to,  give  written  specification  of such  defect  to the  Company  which may be given in the  exception  report or the
certification  delivered  pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.

         The Company shall forward to the  Purchaser,  or its designee,  original  documents  evidencing an  assumption,  modification,
consolidation  or  extension  of any  Mortgage  Loan  entered  into in  accordance  with  Section 4.01 or 6.01 within one week of their
execution;  provided,  however, that the Company shall provide the Purchaser,  or its designee,  with a certified true copy of any such
document  submitted for  recordation  within one week of its  execution,  and shall provide the original of any document  submitted for
recordation  or a copy of such document  certified by the  appropriate  public  recording  office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.

         From time to time the Company may have a need for Mortgage  Loan  Documents to be released  from  Purchaser,  or its designee.
Purchaser shall, or shall cause its designee,  upon the written request of the Company,  within ten (10) Business Days,  deliver to the
Company, any requested  documentation  previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser,  or its designee,  when the Company no longer requires possession of the document, and provided that
during  the time that any such  documentation  is held by the  Company,  such  possession  is in trust for the  benefit  of  Purchaser.
Company  shall  indemnify  Purchaser,  and its  designee,  from and against  any and all losses,  claims,  damages,  penalties,  fines,
forfeitures,  costs and expenses (including court costs and reasonable  attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.

         Section 2.08      Quality Control Procedures.

         The Company must have an internal  quality  control program that verifies,  on a regular basis,  the existence and accuracy of
the legal documents,  credit documents,  property  appraisals,  and underwriting  decisions.  The program must be capable of evaluating
and monitoring the overall  quality of its loan production and servicing  activities.  The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting  principles;  guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

         Section 2.09  Near-term Principal Prepayments; Near Term Payment Defaults



           In the event any Principal Prepayment is made by a Mortgagor on or prior to three months after the related Closing Date],
the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied
by the amount of such Principal Prepayment.  Such remittance shall be made by the Company to Purchaser no later than the third
Business Day following receipt of such Principal Prepayment by the Company.



           In the event  either of the first three (3)  scheduled  Monthly  Payments  which are due under any  Mortgage  Loan after the
related  Cut-off Date are not made during the month in which such Monthly  Payments are due, then not later than five (5) Business Days
after notice to the Company by Purchaser (and at Purchaser's  sole option),  the Company,  shall repurchase such Mortgage Loan from the
Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.




         Section 2.10      Modification of Obligations.

         Purchaser may,  without any notice to Company,  extend,  compromise,  renew,  release,  change,  modify,  adjust or alter,  by
operation of law or otherwise,  any of the  obligations  of the  Mortgagors or other  persons  obligated  under a Mortgage Loan without
releasing or otherwise  affecting the  obligations of Company under this  Agreement,  or with respect to such Mortgage Loan,  except to
the extent Purchaser's extension,  compromise,  release, change,  modification,  adjustment, or alteration affects Company's ability to
collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.

                                                              ARTICLE III

                                                   REPRESENTATIONS AND WARRANTIES OF
                                           THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

         Section 3.01      Representations and Warranties of the Company.

         The Company  represents,  warrants and  covenants to the  Purchaser  that,  as of the related  Closing Date or as of such date
specifically provided herein:

         (a)      The Company is a corporation,  duly organized,  validly  existing and in good standing under the laws of the State of
New York and has all licenses  necessary to carry out its business as now being  conducted,  and is licensed and  qualified to transact
business in and is in good  standing  under the laws of each state in which any  Mortgaged  Property is located or is otherwise  exempt
under  applicable law from such licensing or  qualification  or is otherwise not required under applicable law to effect such licensing
or  qualification  and no demand for such  licensing or  qualification  has been made upon such  Company by any such state,  and in any
event such  Company is in  compliance  with the laws of any such state to the extent  necessary  to ensure the  enforceability  of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

         (b) The Company has the full power and  authority  and legal right to hold,  transfer and convey each  Mortgage  Loan, to sell
each  Mortgage  Loan and to execute,  deliver and perform,  and to enter into and  consummate  all  transactions  contemplated  by this
Agreement and the related Term Sheet and to conduct its business as presently  conducted,  has duly authorized the execution,  delivery
and performance of this Agreement and the related Term Sheet and any agreements  contemplated  hereby,  has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements  contemplated  hereby,  and this Agreement and the related Term Sheet and
each  Assignment to the Purchaser and any agreements  contemplated  hereby,  constitutes a legal,  valid and binding  obligation of the
Company,  enforceable  against it in accordance  with its terms,  and all requisite  corporate  action has been taken by the Company to
make this  Agreement  and the  related  Term  Sheet and all  agreements  contemplated  hereby  valid and  binding  upon the  Company in
accordance with their terms;

         (c) Neither the execution and delivery of this  Agreement and the related Term Sheet,  nor the  origination or purchase of the
Mortgage Loans by the Company,  the sale of the Mortgage Loans to the Purchaser,  the  consummation  of the  transactions  contemplated
hereby,  or the  fulfillment of or compliance  with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms,  conditions  or  provisions  of the  Company's  charter or by-laws or  materially  conflict  with or result in a
material  breach of any of the terms,  conditions or provisions  of any legal  restriction  or any agreement or instrument to which the
Company is now a party or by which it is bound,  or constitute a default or result in an  acceleration  under any of the foregoing,  or
result in the material  violation of any law, rule,  regulation,  order,  judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.

         (d) There is no litigation,  suit,  proceeding or investigation  pending or, to the best of Company's  knowledge,  threatened,
or any order or decree outstanding,  with respect to the Company which,  either in any one instance or in the aggregate,  is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution,  delivery,  performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably  likely to have a material adverse effect on the financial  condition
of the Company.

         (e) No consent,  approval,  authorization or order of any court or governmental  agency or body is required for the execution,
delivery and  performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet,  or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the  consummation  of the  transactions  contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;

         (f) The  consummation of the  transactions  contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company,  and the transfer,  assignment  and  conveyance of the Mortgage  Notes and the Mortgages by the
Company  pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar  statutory  provisions in
effect in any applicable jurisdiction;

         (g) The  origination  and servicing  practices  used by the Company and any prior  originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance  with  applicable  laws and  regulations  and the Mortgage Loan Documents,
and in all material  respects  proper and prudent in the mortgage  origination  and  servicing  business.  Each  Mortgage Loan has been
serviced in all material  respects with Accepted  Servicing  Practices.  With respect to escrow deposits and payments that the Company,
on behalf of an investor,  is entitled to collect,  all such payments are in the  possession  of, or under the control of, the Company,
and there exist no deficiencies  in connection  therewith for which customary  arrangements  for repayment  thereof have not been made.
All escrow payments have been collected in full  compliance with state and federal law and the provisions of the related  Mortgage Note
and Mortgage.  As to any Mortgage Loan that is the subject of an escrow,  escrow of funds is not  prohibited by applicable  law and has
been  established  in an amount  sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable.  No escrow deposits or other charges or payments due under the Mortgage Note have been  capitalized  under any Mortgage or
the related Mortgage Note;

         (h) The Company used no selection  procedures  that  identified  the Mortgage  Loans as being less  desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;

         (i)      The Company  will treat the sale of the  Mortgage  Loans to the  Purchaser  as a sale for  reporting  and  accounting
purposes and, to the extent appropriate, for federal income tax purposes;

         (j)      Company is an  approved  seller/servicer  of  residential  mortgage  loans for Fannie Mae,  FHLMC and HUD,  with such
facilities,  procedures  and  personnel  necessary  for the sound  servicing of such  mortgage  loans.  The Company is duly  qualified,
licensed,  registered and otherwise  authorized under all applicable  federal,  state and local laws, and  regulations,  if applicable,
meets the minimum  capital  requirements  set forth by the OCC, and is in good standing to sell mortgage loans to and service  mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company  unable to comply with  eligibility  requirements  or
which would require notification to either Fannie Mae or FHLMC;

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

         (l)      No statement,  tape, diskette,  form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement  or the  related  Term Sheet or in  connection  with the  transactions  contemplated  hereby,  contains  or will  contain any
statement that is or will be inaccurate or misleading in any material respect;

         (m)      The Company  acknowledges  and agrees that the Servicing Fee represents  reasonable  compensation for performing such
services and that the entire  Servicing Fee shall be treated by the Company,  for accounting and tax purposes,  as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement.  In the opinion of Company,  the consideration  received
by Company  upon the sale of the  Mortgage  Loans to  Purchaser  under this  Agreement  and the  related  Term Sheet  constitutes  fair
consideration for the Mortgage Loans under current market conditions.

         (n)      Company has delivered to the Purchaser  financial  statements of its parent,  for its last two complete fiscal years.
All such financial  information  fairly presents the pertinent  results of operations and financial  position for the period identified
and has been prepared in accordance with GAAP consistently  applied  throughout the periods involved,  except as set forth in the notes
thereto.  There has been no change in the  business,  operations,  financial  condition,  properties or assets of the Company since the
date of the Company's  financial  information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;

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

         Section 3.02      Representations and Warranties as to Individual Mortgage Loans.

         References in this Section to  percentages  of Mortgage  Loans refer in each case to the  percentage  of the aggregate  Stated
Principal  Balance of the Mortgage Loans as of the related Cut-off Date,  based on the  outstanding  Stated  Principal  Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled  Monthly  Payments due on or prior to the related Cut-off
Date,  whether or not received.  References to percentages of Mortgaged  Properties refer, in each case, to the percentages of expected
aggregate Stated  Principal  Balances of the related Mortgage Loans  (determined as described in the preceding  sentence).  The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:

          (a) The  information  set forth in the  Mortgage  Loan  Schedule  attached to the related  Term Sheet is true,  complete  and
correct in all material respects as of the related Cut-Off Date;

         (b)      The Mortgage  creates a valid,  subsisting and enforceable  first lien or a first priority  ownership  interest in an
estate in fee simple in real property  securing the related Mortgage Note subject to principles of equity,  bankruptcy,  insolvency and
other laws of general application affecting the rights of creditors;

         (c) All  payments  due prior to the related  Cut-off  Date for such  Mortgage  Loan have been made as of the  related  Closing
Date; the Mortgage Loan has not been dishonored;  there are no material  defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced,  solicited or knowingly  received any advance of funds from a party other than the owner of the
Mortgaged  Property  subject to the Mortgage,  directly or indirectly,  for the payment of any amount required by the Mortgage Loan. As
of the related  Closing Date,  all of the Mortgage  Loans will have an actual  interest paid to date of their related  Cut-off  Date(or
later) and will be due for the scheduled  monthly  payment next  succeeding  the Cut-off Date (or later),  as evidenced by a posting to
Company's  servicing  collection  system.  No payment under any Mortgage Loan is delinquent as of the related  Closing Date nor has any
scheduled  payment  been  delinquent  at any time during the twelve (12) months  prior to the month of the related  Closing  Date.  For
purposes of this  paragraph,  a Mortgage Loan will be deemed  delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;

         (d) There are no defaults by Company in complying  with the terms of the Mortgage,  and all taxes,  governmental  assessments,
insurance premiums,  water, sewer and municipal charges,  leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been  established in an amount  sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;

         (e) The terms of the  Mortgage  Note and the  Mortgage  have not been  impaired,  waived,  altered or modified in any respect,
except by written  instruments  which have been  recorded  to the extent any such  recordation  is required by law,  or,  necessary  to
protect the interest of the  Purchaser.  No instrument of waiver,  alteration or  modification  has been executed  except in connection
with a  modification  agreement and which  modification  agreement is part of the Mortgage File and the terms of which are reflected in
the related  Mortgage  Loan  Schedule,  and no Mortgagor  has been  released,  in whole or in part,  from the terms  thereof  except in
connection  with an  assumption  agreement  and which  assumption  agreement  is part of the  Mortgage  File and the terms of which are
reflected in the related  Mortgage Loan Schedule;  the substance of any such waiver,  alteration or  modification  has been approved by
the issuer of any  related  Primary  Mortgage  Insurance  Policy and title  insurance  policy,  to the extent  required  by the related
policies;

         (f) The  Mortgage  Note and the  Mortgage  are not  subject to any right of  rescission,  set-off,  counterclaim  or  defense,
including,  without limitation,  the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right  thereunder,  render the Mortgage Note or Mortgage  unenforceable,  in whole or in part, or subject to any
right of rescission,  set-off,  counterclaim  or defense,  including the defense of usury,  and no such right of  rescission,  set-off,
counterclaim  or defense has been asserted with respect  thereto;  and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;

         (g) All buildings or other customarily  insured  improvements upon the Mortgaged  Property are insured by a Qualified Insurer,
against  loss by fire,  hazards of extended  coverage and such other  hazards as are provided for in the Fannie Mae or FHLMC Guide,  as
well as all additional  requirements  set forth in Section 4.10 of this Agreement.  All such standard hazard policies are in full force
and effect and contain a standard  mortgagee  clause  naming the Company and its  successors  in interest and assigns as loss payee and
such clause is still in effect and all  premiums  due thereon  have been paid.  If required  by the Flood  Disaster  Protection  Act of
1973, as amended,  the Mortgage Loan is covered by a flood insurance policy meeting the  requirements of the current  guidelines of the
Federal Insurance  Administration  which policy conforms to Fannie Mae or FHLMC  requirements,  as well as all additional  requirements
set forth in Section 4.10 of this  Agreement.  Such policy was issued by a Qualified  Insurer.  The Mortgage  obligates  the  Mortgagor
thereunder to maintain all such insurance at the  Mortgagor's  cost and expense,  and on the Mortgagor's  failure to do so,  authorizes
the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek  reimbursement  therefor from the
Mortgagor.  Neither the Company (nor any prior  originator  or servicer of any of the Mortgage  Loans) nor any Mortgagor has engaged in
any act or omission which has impaired or would impair the coverage of any such policy,  the benefits of the  endorsement  provided for
herein, or the validity and binding effect of either;

         (h) Any and all  requirements  of any federal,  state or local law including,  without  limitation,  usury,  truth-in-lending,
real estate settlement procedures,  consumer credit protection,  equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been  complied with in all material  respects.  None of the Mortgage  Loans are (a) loans  subject to 12 CFR Part 226.31,  12
CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the  regulation  implementing  TILA,  which  implements  the Home  Ownership and
Equity Protection Act of 1994, as amended or (b) classified and/or defined as a "high cost",  "covered",  or "predatory" loan under any
other state, federal or local law or regulation or ordinance,  including,  but not limited to, the States of Georgia and North Carolina
and the City of New York.  The Company  maintains,  and shall  maintain,  evidence of such  compliance as required by applicable law or
regulation and shall make such evidence  available for inspection at the Company's  office during normal business hours upon reasonable
advance notice;

         (i) The Mortgage has not been  satisfied,  canceled or  subordinated,  in whole or in part,  or  rescinded,  and the Mortgaged
Property has not been  released  from the lien of the  Mortgage,  in whole or in part nor has any  instrument  been executed that would
effect any such release,  cancellation,  subordination  or rescission.  The Company has not waived the  performance by the Mortgagor of
any action,  if the  Mortgagor's  failure to perform such action would cause the  Mortgage  Loan to be in default,  nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;

         (j)      The Mortgage is a valid,  subsisting,  enforceable and perfected first lien on the Mortgaged Property,  including all
buildings on the Mortgaged Property and all installations and mechanical,  electrical,  plumbing,  heating and air conditioning systems
affixed to such buildings,  and all additions,  alterations and  replacements  made at any time with respect to the foregoing  securing
the Mortgage  Note's  original  principal  balance  subject to principles of equity,  bankruptcy,  insolvency and other laws of general
application  affecting  the rights of  creditors.  The  Mortgage  and the  Mortgage  Note do not contain any  evidence of any  security
interest  or other  interest  or right  thereto.  Such lien is free and clear of all  adverse  claims,  liens and  encumbrances  having
priority  over the  first  lien of the  Mortgage  subject  only to (1) the lien of  non-delinquent  current  real  property  taxes  and
assessments not yet due and payable,  (2) covenants,  conditions and  restrictions,  rights of way,  easements and other matters of the
public record as of the date of recording  which are  acceptable to mortgage  lending  institutions  generally and either (A) which are
referred to in the lender's title insurance  policy  delivered to the originator or otherwise  considered in the appraisal made for the
originator  of the  Mortgage  Loan,  or (B) which do not  adversely  affect the  residential  use or Appraised  Value of the  Mortgaged
Property  as set  forth  in such  appraisal,  and (3)  other  matters  to which  like  properties  are  commonly  subject  which do not
individually  or in the aggregate  materially  interfere  with the benefits of the security  intended to be provided by the Mortgage or
the use, enjoyment,  value or marketability of the related Mortgaged Property.  Any security agreement,  chattel mortgage or equivalent
document  related to and delivered in connection with the Mortgage Loan  establishes and creates a valid,  subsisting,  enforceable and
perfected first lien and first priority  security  interest on the property  described  therein,  and the Company has the full right to
sell and assign the same to the Purchaser;

         (k) The Mortgage Note and the related  Mortgage are original and genuine and each is the legal,  valid and binding  obligation
of the maker  thereof,  enforceable  in all  respects  in  accordance  with its terms  subject to  principles  of  equity,  bankruptcy,
insolvency and other laws of general application  affecting the rights of creditors,  and the Company has taken all action necessary to
transfer such rights of  enforceability  to the Purchaser.  All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the  Mortgage.  The Mortgage Loan  Documents are on forms
acceptable  to Fannie Mae and FHLMC.  The Mortgage  Note and the  Mortgage  have been duly and properly  executed by such  parties.  No
fraud,  error,  omission,  misrepresentation,  negligence or similar  occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the  Mortgagor,  or on the part of any other party  involved in the  origination  or servicing of the Mortgage Loan.
The proceeds of the Mortgage Loan have been fully  disbursed and there is no requirement for future  advances  thereunder,  and any and
all  requirements as to completion of any on-site or off-site  improvements  and as to  disbursements of any escrow funds therefor have
been  complied  with.  All costs,  fees and expenses  incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

         (l) The Company is the sole owner and holder of the Mortgage Loan and the  indebtedness  evidenced by the Mortgage Note.  Upon
the sale of the Mortgage  Loan to the  Purchaser,  the Company will retain the Mortgage  File or any part thereof with respect  thereto
not delivered to the Purchaser or the  Purchaser's  designee in trust only for the purpose of servicing and  supervising  the servicing
of the Mortgage Loan.  Immediately  prior to the transfer and assignment to the  Purchaser,  the Mortgage Loan,  including the Mortgage
Note and the Mortgage, were not subject to an assignment,  sale or pledge to any person other than Purchaser,  and the Company had good
and  marketable  title to and was the sole owner  thereof and had full right to transfer  and sell the Mortgage  Loan to the  Purchaser
free and clear of any  encumbrance,  equity,  lien,  pledge,  charge,  claim or security  interest and has the full right and authority
subject to no interest or  participation  of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage  Loan,  the Purchaser  will own such Mortgage Loan free and clear of any  encumbrance,
equity,  participation  interest,  lien, pledge,  charge,  claim or security interest.  The Company intends to relinquish all rights to
possess,  control  and  monitor  the  Mortgage  Loan,  except for the  purposes of  servicing  the  Mortgage  Loan as set forth in this
Agreement.  After  the  related  Closing  Date,  the  Company  will not have any  right to modify or alter the terms of the sale of the
Mortgage  Loan and the Company will not have any  obligation or right to repurchase  the Mortgage Loan or substitute  another  Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

         (m) Each Mortgage Loan is covered by an ALTA lender's title  insurance  policy or other  generally  acceptable  form of policy
or insurance  acceptable to Fannie Mae or FHLMC  (including  adjustable  rate  endorsements),  issued by a title insurer  acceptable to
Fannie Mae or FHLMC and qualified to do business in the  jurisdiction  where the Mortgaged  Property is located,  insuring  (subject to
the exceptions  contained in (j)(1), (2) and (3) above) the Company,  its successors and assigns,  as to the first priority lien of the
Mortgage in the original  principal  amount of the Mortgage Loan and against any loss by reason of the  invalidity or  unenforceability
of the lien  resulting  from the  provisions  of the  Mortgage  providing  for  adjustment  in the Mortgage  Interest  Rate and Monthly
Payment.  Where  required  by state law or  regulation,  the  Mortgagor  has been given the  opportunity  to choose the  carrier of the
required  mortgage title  insurance.  The Company,  its successors  and assigns,  is the sole insured of such lender's title  insurance
policy,  such title  insurance  policy has been duly and validly  endorsed to the  Purchaser or the  assignment to the Purchaser of the
Company's  interest  therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full  force and  effect  and will be in full  force and  effect  upon the  consummation  of the  transactions  contemplated  by this
Agreement.  No claims  have been made under such  lender's  title  insurance  policy,  and no prior  holder or  servicer of the related
Mortgage,  including the Company,  nor any  Mortgagor,  has done, by act or omission,  anything which would impair the coverage of such
lender's title insurance policy;

         (n) There is no default,  breach,  violation or event of  acceleration  existing  under the  Mortgage or the related  Mortgage
Note and no event which,  with the passage of time or with notice and the  expiration of any grace or cure period,  would  constitute a
default, breach,  violation or event permitting acceleration;  and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;

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

         (p) All  improvements  subject to the Mortgage  which were  considered in  determining  the  appraised  value of the Mortgaged
Property lie wholly within the  boundaries  and building  restriction  lines of the  Mortgaged  Property (and wholly within the project
with respect to a condominium  unit) and no  improvements  on adjoining  properties  encroach upon the Mortgaged  Property except those
which are insured  against by the title insurance  policy  referred to in clause (m) above and all  improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;

         (q) Each  Mortgage Loan was  originated  by or for the Company  pursuant to, and conforms  with,  the  Company's  underwriting
guidelines  attached as Exhibit H hereto.  The Mortgage Loan bears interest at an adjustable  rate (if  applicable) as set forth in the
related  Mortgage Loan Schedule,  and Monthly  Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage  contains the usual and enforceable  provisions of the Company at the time of origination for the  acceleration of the payment
of the unpaid  principal  amount of the  Mortgage  Loan if the  related  Mortgaged  Property is sold  without the prior  consent of the
mortgagee thereunder;

         (r) The Mortgaged  Property is not subject to any material  damage.  At  origination of the Mortgage Loan there was not, since
origination  of the  Mortgage  Loan  there  has not  been,  and there  currently  is no  proceeding  pending  for the total or  partial
condemnation  of the  Mortgaged  Property.  The Company has not  received  notification  that any such  proceedings  are  scheduled  to
commence at a future date;

         (s) The related  Mortgage  contains  customary  and  enforceable  provisions  such as to render the rights and remedies of the
holder  thereof  adequate  for the  realization  against the  Mortgaged  Property of the  benefits of the  security  provided  thereby,
including,  (1) in the  case  of a  Mortgage  designated  as a deed  of  trust,  by  trustee's  sale,  and (2)  otherwise  by  judicial
foreclosure.  There is no homestead or other  exemption  available to the Mortgagor  which would  interfere  with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

         (t) If the Mortgage  constitutes a deed of trust, a trustee,  authorized  and duly qualified if required under  applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage,  and no fees or expenses,  except as
may be  required  by local  law,  are or will  become  payable  by the  Purchaser  to the  trustee  under the deed of trust,  except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;

         (u) The Mortgage  File  contains an  appraisal of the related  Mortgaged  Property  signed prior to the final  approval of the
mortgage  loan  application  by a Qualified  Appraiser,  approved by the  Company,  who had no  interest,  direct or  indirect,  in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the  Mortgage  Loan,  and the  appraisal  and  appraiser  both satisfy the  requirements  of Fannie Mae or FHLMC and Title XI of the
Federal Institutions Reform,  Recovery,  and Enforcement Act of 1989 and the regulations  promulgated  thereunder,  all as in effect on
the date the Mortgage Loan was originated.  The appraisal is in a form acceptable to Fannie Mae or FHLMC;

         (v) All parties which have had any interest in the Mortgage,  whether as mortgagee,  assignee,  pledgee or otherwise, are (or,
during the period in which they held and disposed of such  interest,  were) (A) in  compliance  with any and all  applicable  licensing
requirements  of the laws of the state wherein the Mortgaged  Property is located,  and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state,  or (3) federal  savings and loan  associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

         (w) The  related  Mortgage  Note is not and has not been  secured  by any  collateral  except  the  lien of the  corresponding
Mortgage and the security  interest of any applicable  security  agreement or chattel  mortgage  referred to above and such  collateral
does not serve as security for any other obligation;

         (x) The Mortgagor has received and has executed,  where applicable,  all disclosure  materials required by applicable law with
respect to the making of such mortgage loans;

         (y) The Mortgage  Loan does not contain  balloon or  "graduated  payment"  features;  No Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;

         (z) The  Mortgagor  is not in  bankruptcy  and,  the  Mortgagor  is not  insolvent  and the  Company has no  knowledge  of any
circumstances  or conditions with respect to the Mortgage,  the Mortgaged  Property,  the Mortgagor or the Mortgagor's  credit standing
that could  reasonably be expected to cause  investors to regard the Mortgage Loan as an  unacceptable  investment,  cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

         (aa) Each Mortgage Loan bears  interest  based upon a thirty (30) day month and a three hundred and sixty (360) day year.  The
Mortgage  Loans have an original  term to maturity of not more than thirty (30) years,  with  interest  payable in arrears on the first
day of each month. As to each adjustable rate Mortgage Loan, on each  applicable  Adjustment  Date, the Mortgage  Interest Rate will be
adjusted to equal the sum of the Index,  plus the applicable  Margin;  provided,  that the Mortgage  Interest Rate, on each  applicable
Adjustment  Date,  will not  increase by more than the  Initial  Rate Cap or Periodic  Rate Cap, as  applicable.  Over the term of each
adjustable  rate  Mortgage  Loan,  the Mortgage  Interest  Rate will not exceed such  Mortgage  Loan's  Lifetime  Rate Cap. None of the
Mortgage Loans are  "interest-only"  Mortgage Loans or "negative  amortization"  Mortgage  Loans.  With respect to each adjustable rate
Mortgage Loan,  each Mortgage Note requires a monthly  payment which is sufficient (a) during the period prior to the first  adjustment
to the Mortgage  Interest Rate, to fully amortize the original  principal balance over the original term thereof and to pay interest at
the related  Mortgage  Interest  Rate,  and (b) during the period  following each  Adjustment  Date, to fully amortize the  outstanding
principal  balance as of the first day of such period over the then  remaining  term of such  Mortgage  Note and to pay interest at the
related  Mortgage  Interest Rate. With respect to each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage
Interest Rate changes on an Adjustment  Date, the then  outstanding  principal  balance will be reamortized  over the remaining life of
the Mortgage  Loan. No Mortgage Loan contains  terms or provisions  which would result in negative  amortization.  None of the Mortgage
Loans contain a conversion  feature which would cause the Mortgage Loan  interest  rate to convert to a fixed  interest  rate.  None of
the Mortgage Loans are considered agricultural loans;

         (bb)  (INTENTIONALLY LEFT BLANK)

         (cc)  (INTENTIONALLY LEFT BLANK)

         (dd)  (INTENTIONALLY LEFT BLANK)

         (ee)  (INTENTIONALLY LEFT BLANK)

         (ff)  (INTENTIONALLY LEFT BLANK)

         (gg) (INTENTIONALLY LEFT BLANK)

         (hh)     In the event the Mortgage Loan had an LTV at origination  greater than 80.00%, the excess of the principal balance of
the Mortgage  Loan over 75.0% of the  Appraised  Value of the Mortgaged  Property  with respect to a Refinanced  Mortgage  Loan, or the
lesser of the Appraised  Value or the purchase  price of the  Mortgaged  Property  with respect to a purchase  money  Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified  Insurer.  No Mortgage Loan has an LTV over
95%. All provisions of such Primary  Mortgage  Insurance  Policy have been and are being  complied  with,  such policy is in full force
and effect,  and all premiums due thereunder have been paid. No Mortgage Loan requires  payment of such premiums,  in whole or in part,
by the  Purchaser.  No action,  inaction,  or event has occurred and no state of facts exists that has, or will result in the exclusion
from,  denial of, or defense to coverage.  Any Mortgage Loan subject to a Primary  Mortgage  Insurance  Policy  obligates the Mortgagor
thereunder to maintain the Primary  Mortgage  Insurance  Policy,  subject to state and federal law, and to pay all premiums and charges
in  connection  therewith.  No action has been taken or failed to be taken,  on or prior to the Closing Date which has resulted or will
result in an  exclusion  from,  denial of, or defense to coverage  under any Primary  Mortgage  Insurance  Policy  (including,  without
limitation,  any exclusions,  denials or defenses which would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of actions,  representations,  errors, omissions,  negligence,
or fraud of the Company or the  Mortgagor,  or for any other reason under such  coverage;  The mortgage  interest rate for the Mortgage
Loan as set forth on the related  Mortgage Loan Schedule is net of any such insurance  premium.  None of the Mortgage Loans are subject
to "lender-paid" mortgage insurance;

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

         (jj)     None of the Mortgage  Loans are secured by an interest in a leasehold  estate.  The Mortgaged  Property is located in
the state  identified in the related  Mortgage  Loan  Schedule and consists of a single parcel of real property with a detached  single
family  residence  erected  thereon,  or a  townhouse,  or a  two-to  four-family  dwelling,  or an  individual  condominium  unit in a
condominium project, or an individual unit in a planned unit development or a de minimis planned unit development,  provided,  however,
that no residence or dwelling is a single parcel of real property with a manufactured  home not affixed to a permanent  foundation,  or
a mobile home. Any condominium unit or planned unit development  conforms with the Company's  underwriting  guidelines.  As of the date
of origination,  no portion of any Mortgaged Property was used for commercial  purposes,  and since the Origination Date, no portion of
any Mortgaged Property has been, or currently is, used for commercial purposes;

         (kk)     Payments on the Mortgage  Loan  commenced no more than sixty (60) days after the funds were  disbursed in  connection
with the  Mortgage  Loan.  The  Mortgage  Note is  payable  on the first day of each month in monthly  installments  of  principal  and
interest,  which  installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest  calculated  and payable in arrears.  Each of the Mortgage  Loans will amortize  fully by the stated  maturity  date,  over an
original term of not more than thirty years from commencement of amortization;

         (ll)     As of the Closing Date of the Mortgage Loan, the Mortgage  Property was lawfully  occupied under  applicable law, and
all  inspections,  licenses  and  certificates  required to be made or issued with respect to all  occupied  portions of the  Mortgaged
Property  and,  with respect to the use and  occupancy of the same,  including  but not limited to  certificates  of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;

         (mm)     There is no pending  action or proceeding  directly  involving the Mortgaged  Property in which  compliance  with any
environmental  law, rule or regulation is an issue;  there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property;  and the Company has not received any notice of any environmental  hazard on the Mortgaged Property and nothing
further  remains to be done to satisfy in full all  requirements  of each such law, rule or regulation  constituting a prerequisite  to
use and enjoyment of said property;

         (nn)     The  Mortgagor has not notified the Company,  and the Company has no knowledge of any relief  requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

         (oo)     No Mortgage  Loan is a  construction  or  rehabilitation  Mortgage  Loan or was made to  facilitate  the  trade-in or
exchange of a Mortgaged Property;

         (pp)     The Mortgagor for each Mortgage Loan is a natural person;

         (qq)     None of the Mortgage Loans are Co-op Loans;

         (rr)     With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;


         (ss)     With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged  Property securing such Mortgage
Loan was at least equal to 80 percent of the  original  principal  balance of such  Mortgage  Loan at the time such  Mortgage  Loan was
originated or (ii) (a) the Mortgage  Loan is only secured by the Mortgage  Property and (b)  substantially  all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property.  For the purposes of the preceding sentence,  if the
Mortgage Loan has been significantly  modified other than as a result of a default or a reasonable  foreseeable  default,  the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;

         (tt) The Mortgage Loan was originated by a mortgagee  approved by the Secretary of Housing and Urban  Development  pursuant to
sections 203 and 211 of the National  Housing Act, a savings and loan  association,  a savings bank, a commercial  bank,  credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;

         (uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

     (vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
     outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
     notices, and such adjustments do not and will not affect the priority of the Mortgage lien.  With respect to each Mortgage Loan
     which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
     interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage; and


         (ww) Each Mortgage Note,  each Mortgage,  each Assignment and any other  documents  required  pursuant to this Agreement to be
delivered to the Purchaser or its designee,  or its assignee for each Mortgage Loan,  have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee.

         Section 3.03      Repurchase; Substitution.

         It is understood  and agreed that the  representations  and  warranties  set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage  Loans and delivery of the Mortgage  Loan  Documents to the  Purchaser,  or its  designee,  and shall inure to the
benefit of the  Purchaser,  notwithstanding  any  restrictive  or qualified  endorsement  on any  Mortgage  Note or  Assignment  or the
examination,  or lack of  examination,  of any Mortgage File.  Upon discovery by either the Company or the Purchaser of a breach of any
of the  foregoing  representations  and  warranties  which  materially  and  adversely  affects the value of the Mortgage  Loans or the
interest of the Purchaser in any Mortgage Loan, the party  discovering  such breach shall give prompt written notice to the other.  The
Company  shall have a period of sixty (60) days from the earlier of its  discovery  or its receipt of notice of any such breach  within
which to correct or cure such  breach.  The Company  hereby  covenants  and agrees that if any such  breach is not  corrected  or cured
within such sixty day period,  the Company  shall,  at the  Purchaser's  option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach,  repurchase  such Mortgage Loan at the Repurchase  Price or, with the  Purchaser's  prior consent
and at  Purchaser's  sole option,  substitute a Mortgage  Loan as provided  below.  In the event that any such breach shall involve any
representation  or warranty  set forth in Section  3.01,  and such breach is not cured  within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach,  all Mortgage Loans shall, at the option of the Purchaser,  be repurchased by the
Company at the  Repurchase  Price.  Any such  repurchase  shall be  accomplished  by wire transfer of  immediately  available  funds to
Purchaser in the amount of the Repurchase Price.

         If the  Company is required to  repurchase  any  Mortgage  Loan  pursuant to this  Section  3.03,  the Company  may,  with the
Purchaser's  prior  consent  and at  Purchaser's  sole  option,  within  ninety (90) days from the related  Closing  Date,  remove such
defective  Mortgage Loan from the terms of this Agreement and  substitute  another  mortgage loan for such defective  Mortgage Loan, in
lieu of  repurchasing  such  defective  Mortgage  Loan.  Any  substitute  Mortgage  Loan is subject  to  Purchaser  acceptability.  Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date

         The Company shall amend the related  Mortgage Loan Schedule to reflect the  withdrawal of the removed  Mortgage Loan from this
Agreement and the  substitution  of such  substitute  Mortgage  Loan  therefor.  Upon such  amendment,  the Purchaser  shall review the
Mortgage File delivered to it relating to the substitute  Mortgage Loan. In the event of such a substitution,  accrued  interest on the
substitute  Mortgage Loan for the month in which the substitution  occurs and any Principal  Prepayments made thereon during such month
shall be the property of the Purchaser  and accrued  interest for such month on the Mortgage  Loan for which the  substitution  is made
and any  Principal  Prepayments  made  thereon  during such month shall be the  property of the  Company.  The  principal  payment on a
substitute  Mortgage  Loan due on the Due Date in the month of  substitution  shall be the  property of the  Company and the  principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

         For any month in which the Company is  permitted  to  substitute  one or more  substitute  Mortgage  Loans,  the Company  will
determine the amount (if any) by which the aggregate  Stated  Principal  Balance  (after  application  of the principal  portion of all
scheduled  payments due in the month of  substitution)  of all the substitute  Mortgage Loans in the month of substitution is less then
the aggregate  Stated  Principal  Balance  (after  application  of the principal  portion of the scheduled  payment due in the month of
substitution)  of the such replaced  Mortgage  Loan. An amount equal to the aggregate of such  deficiencies  described in the preceding
sentence for any Remittance  Date shall be deposited  into the Custodial  Account by the Company on the related  Determination  Date in
the month following the calendar month during which the substitution occurred.

         It is  understood  and agreed that the  obligation  of the  Company  set forth in this  Section  3.03 to cure,  repurchase  or
substitute  for a defective  Mortgage Loan, and to indemnify  Purchaser  pursuant to Section 8.01,  constitute the sole remedies of the
Purchaser  respecting a breach of the foregoing  representations  and warranties.  If the Company fails to repurchase or substitute for
a defective  Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective  Mortgage Loan to Purchaser's  reasonable
satisfaction in accordance with this Section 3.03, or to indemnify  Purchaser  pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser  shall be entitled to pursue all remedies  available in this Agreement as a result  thereof.  No provision
of this paragraph  shall affect the rights of the Purchaser to terminate  this Agreement for cause,  as set forth in Sections 10.01 and
11.01.

         Any cause of action against the Company  relating to or arising out of the breach of any  representations  and warranties made
in Sections  3.01 and 3.02 shall  accrue as to any  Mortgage  Loan upon (i) the earlier of  discovery  of such breach by the Company or
notice  thereof by the Purchaser to the Company,  (ii) failure by the Company to cure such breach or  repurchase  such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

         In the event that any Mortgage  Loan is held by a REMIC,  notwithstanding  any  contrary  provision  of this  Agreement,  with
respect to any  Mortgage  Loan that is not in default or as to which no default is imminent,  no  substitution  pursuant to  Subsection
3.03 shall be made after the  applicable  REMIC's  "start up day" (as defined in Section  860G(a) (9) of the Code),  unless the Company
has obtained an Opinion of Counsel to the effect that such  substitution  will not (i) result in the imposition of taxes on "prohibited
transactions"  of such REMIC (as defined in Section  860F of the Code) or  otherwise  subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.

         Section 3.04      Representations and Warranties of the Purchaser.

         The Purchaser  represents,  warrants and  convenants  to the Company  that, as of the related  Closing Date or as of such date
specifically provided herein:

(c)      The  Purchaser  is a  corporation,  dully  organized  validly  existing  and in good  standing  under the laws of the State of
Delaware and is qualified to transact  business in, is in good standing  under the laws of, and  possesses  all licenses  necessary for
the conduct of its business in, each state in which any  Mortgaged  Property is located or is  otherwise  except or not required  under
applicable law to effect such qualification or license;

(d)      The  Purchaser  has full power and  authority to hold each  Mortgage  Loan,  to purchase  each  Mortgage Loan pursuant to this
Agreement  and the  related  Term Sheet and to  execute,  deliver  and  perform,  and to enter  into and  consummate  all  transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently  conducted,  has duly authorized the
execution,  delivery and  performance of this Agreement and the related Term Sheet,  has duly executed and delivered this Agreement and
the related Term Sheet;

         (c)      None of the execution and delivery of this Agreement and the related Term Sheet,  the purchase of the Mortgage Loans,
the consummation of the  transactions  contemplated  hereby,  or the fulfillment of or compliance with the terms and conditions of this
Agreement  and the related Term Sheet will conflict with any of the terms,  conditions  or  provisions  of the  Purchaser's  charter or
by-laws  or  materially  conflict  with or result in a material  breach of any of the  terms,  conditions  or  provisions  of any legal
restriction  or any agreement or  instrument to which the Purchaser is now a party or by which it is bound,  or constitute a default or
result in an  acceleration  under any of the  foregoing,  or result in the material  violation  of any law,  rule,  regulation,  order,
judgment or decree to which the Purchaser or its property is subject;

         (d)      There is no litigation pending or to the best of the Purchaser's knowledge,  threatened with respect to the Purchaser
which is reasonably  likely to have a material adverse effect on the purchase of the related  Mortgage Loans,  the execution,  delivery
or  enforceability  of this Agreement and the related Term Sheet,  or which is reasonably  likely to have a material  adverse effect on
the financial condition of the Purchaser;

         (e)      No  consent,  approval,  authorization  or order of any  court or  governmental  agency or body is  required  for the
execution,  delivery and  performance  by the  Purchaser of or compliance  by the  Purchaser  with this  Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the  consummation of the transactions  contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;

         (f)      The  consummation  of the  transactions  contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;

         (h)      The Purchaser  will treat the purchase of the Mortgage  Loans from the Company as a purchase for  reporting,  tax and
accounting purposes; and

         (i)      The  Purchaser  does not believe,  nor does it have any cause or reason to believe,  that it cannot  perform each and
every of its covenants contained in this Agreement and the related Term Sheet.

         The Purchaser shall indemnify the Company and hold it harmless against any claims,  proceedings,  losses, damages,  penalties,
fines,  forfeitures,  reasonable and necessary legal fees and related costs,  judgments,  and other costs and expenses resulting from a
breach by the Purchaser of the  representations  and  warranties  contained in this Section 3.04. It is understood  and agreed that the
obligations  of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided  herein  constitute  the sole remedies
of the Seller respecting a breach of the foregoing representations and warranties.



                                                              ARTICLE IV

                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 4.01      Company to Act as Servicer.

         The Company,  as independent  contract  servicer,  shall service and  administer  the Mortgage  Loans in accordance  with this
Agreement and the related Term Sheet and with Accepted Servicing Practices,  and shall have full power and authority,  acting alone, to
do or cause to be done any and all things in connection  with such  servicing and  administration  which the Company may deem necessary
or desirable and  consistent  with the terms of this  Agreement and the related Term Sheet and with  Accepted  Servicing  Practices and
exercise the same care that it  customarily  employs for its own account.  Except as set forth in this  Agreement  and the related Term
Sheet,  the Company  shall  service the Mortgage  Loans in strict  compliance  with the  servicing  provisions of the Fannie Mae Guides
(special  servicing  option),  which include,  but are not limited to,  provisions  regarding the  liquidation of Mortgage  Loans,  the
collection of Mortgage Loan payments,  the payment of taxes,  insurance and other charges,  the maintenance of hazard  insurance with a
Qualified  Insurer,  the  maintenance  of mortgage  impairment  insurance,  the  maintenance  of fidelity bond and errors and omissions
insurance,  inspections,  the restoration of Mortgaged  Property,  the maintenance of Primary Mortgage  Insurance  Policies,  insurance
claims,  the title,  management  and  disposition  of REO Property,  permitted  withdrawals  with respect to REO Property,  liquidation
reports,  and reports of  foreclosures  and  abandonments of Mortgaged  Property,  the transfer of Mortgaged  Property,  the release of
Mortgage  Files,  annual  statements,  and  examination  of records and  facilities.  In the event of any  conflict,  inconsistency  or
discrepancy  between any of the servicing  provisions of this Agreement and the related Term Sheet and any of the servicing  provisions
of the Fannie Mae Guides,  the  provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser
and the Company.

         Consistent  with the terms of this  Agreement  and the related Term Sheet,  the Company may waive,  modify or vary any term of
any  Mortgage  Loan or consent to the  postponement  of any such term or in any manner  grant  indulgence  to any  Mortgagor  if in the
Company's reasonable and prudent determination such waiver,  modification,  postponement or indulgence is not materially adverse to the
Purchaser,  provided,  however, that unless the Company has obtained the prior written consent of the Purchaser,  the Company shall not
permit any  modification  with respect to any Mortgage Loan that would change the Mortgage  Interest  Rate,  defer for more than ninety
days or forgive any payment of  principal  or  interest,  reduce or  increase  the  outstanding  principal  balance  (except for actual
payments of principal) or change the final  maturity date on such Mortgage Loan. In the event of any such  modification  which has been
agreed to in writing by the  Purchaser  and which  permits the deferral of interest or principal  payments on any  Mortgage  Loan,  the
Company  shall,  on the Business Day  immediately  preceding the  Remittance  Date in any month in which any such principal or interest
payment has been  deferred,  deposit in the Custodial  Account from its own funds,  in accordance  with Section  4.04,  the  difference
between (a) such month's  principal and one month's  interest at the Mortgage Loan Remittance Rate on the unpaid  principal  balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor.  The Company shall be entitled to  reimbursement  for such advances to the
same extent as for all other advances  pursuant to Section 4.05.  Without  limiting the generality of the foregoing,  the Company shall
continue,  and is hereby authorized and empowered,  to prepare,  execute and deliver,  all instruments of satisfaction or cancellation,
or of partial or full release,  discharge and all other comparable instruments,  with respect to the Mortgage Loans and with respect to
the Mortgaged Properties.  Notwithstanding  anything herein to the contrary,  the Company may not enter into a forbearance agreement or
similar  arrangement  with respect to any Mortgage  Loan which runs more than 180 days after the first  delinquent  Due Date.  Any such
agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.

         Notwithstanding  anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through  Transfer,
the Company (a) with respect to such Mortgage  Loan,  shall not permit any  modification  with respect to such Mortgage Loan that would
change the Mortgage  Interest  Rate and (b) shall not (unless the  Mortgagor is in default with respect to such  Mortgage  Loan or such
default is, in the judgment of the Company,  reasonably  foreseeable) make or permit any modification,  waiver or amendment of any term
of such  Mortgage  Loan that would both (i) effect an exchange or  reissuance  of such Mortgage Loan under Section 1001 of the Code (or
Treasury  regulations  promulgated  thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.

         Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through  Transfer,  which is not  contemplated
under the terms of this  Agreement,  the Company  will  obtain an Opinion of Counsel  acceptable  to the  trustee in such  Pass-Through
Transfer with respect to whether such action could result in the  imposition of a tax upon any REMIC  (including but not limited to the
tax on  prohibited  transactions  as defined in Section  860F(a)(2)  of the Code and the tax on  contributions  to a REMIC set forth in
Section  860G(d) of the  Code)(either  such event,  an "Adverse  REMIC  Event"),  and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.

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

         In servicing  and  administering  the Mortgage  Loans,  the Company  shall employ  Accepted  Servicing  Practices,  giving due
consideration  to the  Purchaser's  reliance on the Company.  Unless a different time period is stated in this Agreement or the related
Term  Sheet,  Purchaser  shall be  deemed  to have  given  consent  in  connection  with a  particular  matter  if  Purchaser  does not
affirmatively  grant or deny consent  within five (5)  Business  Days from the date  Purchaser  receives a second  written  request for
consent for such matter from Company as servicer.

         The Mortgage Loans may be subserviced  by a Subservicer  on behalf of the Company  provided that the  Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact  business,  and licensed to service
mortgage  loans,  in the state or states where the related  Mortgaged  Properties it is to service are  situated,  if and to the extent
required by applicable law to enable the Subservicer to perform its obligations  hereunder and under the  Subservicing  Agreement,  and
in either case shall be a FHLMC or Fannie Mae approved  mortgage  servicer in good standing,  and no event has occurred,  including but
not limited to a change in  insurance  coverage,  which would make it unable to comply with the  eligibility  requirements  for lenders
imposed by Fannie Mae or for  seller/servicers  imposed by Fannie Mae or FHLMC,  or which would require  notification  to Fannie Mae or
FHLMC.  In addition,  each  Subservicer  will obtain and preserve its  qualifications  to do business as a foreign  corporation and its
licenses to service  mortgage loans, in each  jurisdiction  in which such  qualifications  and/or licenses are or shall be necessary to
protect the validity and  enforceability  of this  Agreement,  or any of the Mortgage Loans and to perform or cause to be performed its
duties  under the related  Subservicing  Agreement.  The Company may perform any of its  servicing  responsibilities  hereunder  or may
cause the  Subservicer  to perform any such servicing  responsibilities  on its behalf,  but the use by the Company of the  Subservicer
shall not release the Company from any of its  obligations  hereunder and the Company shall remain  responsible  hereunder for all acts
and  omissions of the  Subservicer  as fully as if such acts and  omissions  were those of the Company.  The Company shall pay all fees
and expenses of the  Subservicer  from its own funds,  and the  Subservicer's  fee shall not exceed the  Servicing  Fee.  Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.

         At the cost and expense of the Company,  without any right of reimbursement from the Custodial  Account,  the Company shall be
entitled  to  terminate  the rights and  responsibilities  of the  Subservicer  and arrange for any  servicing  responsibilities  to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph,  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Company,  at the  Company's  option,  from  electing to service the related  Mortgage
Loans itself.  In the event that the Company's  responsibilities  and duties under this  Agreement are  terminated  pursuant to Section
4.13,  8.04,  9.01 or 10.01 and if requested to do so by the  Purchaser,  the Company  shall at its own cost and expense  terminate the
rights and  responsibilities  of the  Subservicer  effective as of the date of  termination  of the Company.  The Company shall pay all
fees, expenses or penalties  necessary in order to terminate the rights and  responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.

         Notwithstanding  any of the provisions of this Agreement  relating to agreements or  arrangements  between the Company and the
Subservicer or any reference  herein to actions taken through the  Subservicer  or otherwise,  the Company shall not be relieved of its
obligations  to the  Purchaser  and shall be obligated to the same extent and under the same terms and  conditions  as if it alone were
servicing and  administering  the Mortgage  Loans.  The Company shall be entitled to enter into an agreement with the  Subservicer  for
indemnification  of the Company by the  Subservicer  and nothing  contained in this  Agreement  shall be deemed to limit or modify such
indemnification.  The Company will indemnify and hold  Purchaser  harmless from any loss,  liability or expense  arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

         Any  Subservicing  Agreement and any other  transactions or services  relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the  Subservicer and Company alone,  and the Purchaser  shall have no obligations,  duties or liabilities
with respect to the Subservicer  including no obligation,  duty or liability of Purchaser to pay the  Subservicer's  fees and expenses.
For purposes of distributions  and advances by the Company  pursuant to this Agreement,  the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.

         Section 4.02      Collection of Mortgage Loan Payments.

         Continuously  from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement,  the Company will
proceed  diligently to collect all payments due under each  Mortgage Loan when the same shall become due and payable and shall,  to the
extent such procedures  shall be consistent  with this Agreement,  Accepted  Servicing  Practices,  and the terms and provisions of any
related Primary Mortgage  Insurance Policy,  follow such collection  procedures as it follows with respect to mortgage loans comparable
to the  Mortgage  Loans and held for its own account.  Further,  the Company will take  special  care in  ascertaining  and  estimating
annual  escrow  payments,  and all other  charges  that,  as  provided  in the  Mortgage,  will  become  due and  payable,  so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

         In no event will the  Company  waive its right to any  prepayment  penalty or premium  without  the prior  written  consent of
Purchaser  and Company  will use  diligent  efforts to collect same when due except as  otherwise  provided in the  prepayment  penalty
provisions provided in the Mortgage Loan Documents.

         Section 4.03      Realization Upon Defaulted Mortgage

         The Company shall use its best efforts,  consistent  with the procedures that the Company would use in servicing loans for its
own  account,  consistent  with  Accepted  Servicing  Practices,  any Primary  Mortgage  Insurance  Policies  and the best  interest of
Purchaser,  to foreclose upon or otherwise  comparably convert the ownership of properties  securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory  arrangements can be made for collection of delinquent  payments  pursuant
to  Section  4.01.  Foreclosure  or  comparable  proceedings  shall be  initiated  within  ninety  (90) days of default  for  Mortgaged
Properties for which no satisfactory  arrangements can be made for collection of delinquent payments,  subject to state and federal law
and  regulation.  The Company shall use its best efforts to realize upon  defaulted  Mortgage Loans in such manner as will maximize the
receipt of principal and interest by the Purchaser,  taking into account,  among other things,  the timing of foreclosure  proceedings.
The foregoing is subject to the  provisions  that, in any case in which a Mortgaged  Property shall have suffered  damage,  the Company
shall not be required to expend its own funds toward the  restoration of such property  unless it shall determine in its discretion (i)
that such restoration  will increase the proceeds of liquidation of the related  Mortgage Loan to the Purchaser after  reimbursement to
itself for such  expenses,  and (ii) that such expenses will be recoverable by the Company  through  Insurance  Proceeds or Liquidation
Proceeds from the related  Mortgaged  Property,  as contemplated  in Section 4.05.  Company shall obtain prior approval of Purchaser as
to repair or restoration  expenses in excess of ten thousand  dollars  ($10,000).  The Company shall notify the Purchaser in writing of
the  commencement  of  foreclosure  proceedings  and not  less  than 5 days  prior  to the  acceptance  or  rejection  of any  offer of
reinstatement.  The Company  shall be  responsible  for all costs and expenses  incurred by it in any such  proceedings  or  functions;
provided,  however,  that it shall be entitled to  reimbursement  thereof from the related  property,  as contemplated in Section 4.05.
Notwithstanding  anything to the contrary  contained  herein,  in  connection  with a  foreclosure  or  acceptance of a deed in lieu of
foreclosure,  in the event the Company has reasonable cause to believe that a Mortgaged  Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser  otherwise requests an environmental  inspection or review of such Mortgaged  Property,  such
an inspection or review is to be conducted by a qualified  inspector at the  Purchaser's  expense.  Upon  completion of the inspection,
the  Company  shall  promptly  provide the  Purchaser  with a written  report of the  environmental  inspection.  After  reviewing  the
environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as  servicer of any  Mortgage  Loan which  becomes  ninety (90) days or greater  delinquent  in payment of a scheduled  Monthly
Payment,  without  payment of any termination fee with respect  thereto,  provided that the Company shall on the date said  termination
takes  effect be  reimbursed  for any  unreimbursed  Monthly  Advances of the  Company's  funds made  pursuant to Section  5.03 and any
unreimbursed  Servicing  Advances and Servicing Fees in each case relating to the Mortgage Loan  underlying  such  delinquent  Mortgage
Loan  notwithstanding  anything to the contrary set forth in Section  4.05.  In the event of any such  termination,  the  provisions of
Section 11.01 hereof shall apply to said  termination  and the transfer of servicing  responsibilities  with respect to such delinquent
Mortgage Loan to the Purchaser or its designee.

         In the event that a Mortgage  Loan becomes part of a REMIC,  and becomes REO Property,  such property  shall be disposed of by
the  Company,  with the  consent of  Purchaser  as required  pursuant to this  Agreement,  before the close of the third  taxable  year
following  the taxable year in which the Mortgage Loan became an REO  Property,  unless the Company  provides to the trustee under such
REMIC an opinion of counsel to the effect that the  holding of such REO  Property  subsequent  to the close of the third  taxable  year
following  the  taxable  year in which the  Mortgage  Loan  became an REO  Property,  will not  result  in the  imposition  of taxes on
"prohibited  transactions"  as defined in Section 860F of the Code, or cause the  transaction to fail to qualify as a REMIC at any time
that  certificates  are  outstanding.   Company  shall  manage,  conserve,   protect  and  operate  each  such  REO  Property  for  the
certificateholders  solely for the purpose of its prompt  disposition  and sale in a manner which does not cause such  property to fail
to qualify as  "foreclosure  property"  within the meaning of Section  860F(a)(2)(E)  of the Code, or any "net income from  foreclosure
property"  which is subject to taxation  under the REMIC  provisions of the Code.  Pursuant to its efforts to sell such  property,  the
Company  shall either  itself or through an agent  selected by Company,  protect and conserve  such  property in the same manner and to
such an extent as is  customary  in the  locality  where  such  property  is  located.  Additionally,  Company  shall  perform  the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.

         Section 4.04      Establishment of Custodial Accounts; Deposits in Custodial Accounts.

         The Company shall segregate and hold all funds  collected and received  pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial  Accounts.  The Custodial  Account shall
be an Eligible  Account.  Funds shall be  deposited  in the  Custodial  Account  within 24 hours of receipt,  and shall at all times be
insured by the FDIC up to the FDIC insurance  limits,  or must be invested in Permitted  Investments  for the benefit of the Purchaser.
Funds  deposited  in the  Custodial  Account  may be drawn on by the Company in  accordance  with  Section  4.05.  The  creation of any
Custodial  Account  shall be  evidenced  by a letter  agreement  in the form shown in Exhibit B hereto.  The  original  of such  letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

         The  Company  shall  deposit in the  Custodial  Account on a daily  basis,  and retain  therein  the  following  payments  and
collections  received or made by it  subsequent  to the Cut-off  Date,  or received by it prior to the Cut-off Date but  allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

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

         (ii)     all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

         (iii)    all Liquidation Proceeds;

         (iv)     any amounts required to be deposited by the Company in connection with any REO Property  pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;

         (v)      all Insurance  Proceeds  including  amounts required to be deposited  pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the  restoration  or repair of the Mortgaged  Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

         (vi)     all  Condemnation  Proceeds  affecting any Mortgaged  Property  which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;

         (vii)    any Monthly Advances;

         (viii)   with respect to each full or partial Principal Prepayment,  any Prepayment Interest Shortfalls,  to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;

         (ix)     any amounts  required to be  deposited  by the Company  pursuant to Section 4.10 in  connection  with the  deductible
clause in any blanket  hazard  insurance  policy,  such  deposit  shall be made from the  Company's  own funds,  without  reimbursement
therefor; and

         (x)      any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

                  The foregoing  requirements for deposit in the Custodial  Account shall be exclusive,  it being understood and agreed
that,  without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the
extent  permitted  by Section  6.01,  need not be  deposited  by the  Company in the  Custodial  Account.  Any  interest  paid on funds
deposited in the Custodial  Account by the depository  institution  shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw  such interest from the Custodial  Account  pursuant to Section 4.05 (iv).  The Purchaser  shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.


         Section 4.05      Permitted Withdrawals From the Custodial Account.

         The Company may, from time to time, withdraw from the Custodial Account for the following purposes:

         (i)      to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

         (ii)     to reimburse  itself for Monthly  Advances,  the Company's right to reimburse  itself pursuant to this subclause (ii)
being limited to amounts received on the related  Mortgage Loan which represent late  collections  (net of the related  Servicing Fees)
of principal and/or interest  respecting which any such advance was made, it being understood that, in the case of such  reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser,  except that,  where the Company is required to repurchase a
Mortgage  Loan,  pursuant  to Section  3.03,  the  Company's  right to such  reimbursement  shall be  subsequent  to the payment to the
Purchaser of the Repurchase  Price pursuant to such Section and all other amounts  required to be paid to the Purchaser with respect to
such Mortgage Loan;

         (iii)    to reimburse itself for unreimbursed  Servicing  Advances and any unpaid Servicing  Fees(or REO  administration  fees
described in Section 4.13),  the Company's  right to reimburse  itself  pursuant to this  subclause  (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation  Proceeds,  Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant  provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;  any recovery shall be made upon liquidation
of the REO Property;

         (iv)     to pay to itself as part of its servicing  compensation  (a) any interest  earned on funds in the  Custodial  Account
(all such interest to be withdrawn  monthly not later than each  Remittance  Date),  and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;

         (v)      to pay to itself with respect to each  Mortgage Loan that has been  repurchased  pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,

         (vi)     to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

         (vii)    to remove funds inadvertently placed in the Custodial Account by the Company;

         (vi)     to clear and terminate the Custodial Account upon the termination of this Agreement; and

(viii)   to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).

         Section 4.06      Establishment of Escrow Accounts; Deposits in Escrow Accounts.

         The Company shall segregate and hold all funds collected and received  pursuant to each Mortgage Loan which constitute  Escrow
Payments  separate  and apart  from any of its own funds and  general  assets  and shall  establish  and  maintain  one or more  Escrow
Accounts.  The Escrow  Account shall be an Eligible  Account.  Funds  deposited in each Escrow Account shall at all times be insured in
a manner to provide  maximum  insurance  under the insurance  limitations  of the FDIC,  or must be invested in Permitted  Investments.
Funds  deposited  in the Escrow  Account may be drawn on by the Company in  accordance  with Section  4.07.  The creation of any Escrow
Account  shall be  evidenced  by a letter  agreement  in the form shown in Exhibit C. The  original of such letter  agreement  shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.

         The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
such items as required under the terms of this Agreement;

         (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

         (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

                  The Company shall make  withdrawals  from the Escrow  Account only to effect such payments as are required under this
Agreement,  and for such other  purposes as shall be as set forth or in accordance  with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository  institution  other than interest on escrowed funds
required by law to be paid to the Mortgagor  and, to the extent  required by law, the Company  shall pay interest on escrowed  funds to
the Mortgagor  notwithstanding  that the Escrow Account is non-interest  bearing or that interest paid thereon is insufficient for such
purposes.  The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.


         Section 4.07      Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by Company only:

         (i)      to effect timely  payments of ground rents,  taxes,  assessments,  water rates,  Primary  Mortgage  Insurance  Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

         (ii)     to reimburse  Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

         (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

         (iv)     for transfer to the Custodial Account in accordance with the terms of this Agreement;

         (v)      for application to restoration or repair of the Mortgaged Property;

         (vi)     to pay to the Company,  or to the Mortgagor to the extent  required by law, any interest paid on the funds  deposited
in the Escrow Account;

         (vii)    to clear and terminate the Escrow Account on the  termination  of this  Agreement.  As part of its servicing  duties,
the Company shall pay to the  Mortgagors  interest on funds in Escrow  Account,  to the extent  required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient,  shall pay such interest from its own funds,  without any reimbursement
therefor; and

         (viii)   to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.

         Section 4.08      Payment of Taxes,  Insurance  and Other  Charges;  Maintenance  of Primary  Mortgage  Insurance  Policies;
         Collections Thereunder.

         With respect to each Mortgage  Loan,  the Company  shall  maintain  accurate  records  reflecting  the status of ground rents,
taxes,  assessments,  water  rates and other  charges  which are or may  become a lien upon the  Mortgaged  Property  and the status of
primary  mortgage  insurance  premiums and fire and hazard  insurance  coverage and shall obtain,  from time to time, all bills for the
payment of such charges,  including  renewal  premiums and shall effect payment thereof prior to the applicable  penalty or termination
date and at a time appropriate for securing maximum  discounts  allowable,  employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been  estimated and  accumulated  by the Company in amounts  sufficient  for such purposes,  as allowed
under the terms of the Mortgage or applicable  law. To the extent that the Mortgage does not provide for Escrow  Payments,  the Company
shall  determine  that any such  payments  are made by the  Mortgagor  at the time they first  become  due.  The Company  assumes  full
responsibility  for the  timely  payment of all such bills and shall  effect  timely  payments  of all such bills  irrespective  of the
Mortgagor's  faithful  performance  in the payment of same or the making of the Escrow  Payments and shall make  advances  from its own
funds to effect such payments.

         The Company will maintain in full force and effect Primary  Mortgage  Insurance  Policies  issued by a Qualified  Insurer with
respect to each Mortgage Loan for which such coverage is herein  required.  Such coverage will be terminated  only with the approval of
Purchaser,  or as  required by  applicable  law or  regulation.  The  Company  will not cancel or refuse to renew any Primary  Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement  unless a replacement  Primary
Mortgage  Insurance  Policy for such  canceled or nonrenewed  policy is obtained  from and  maintained  with a Qualified  Insurer.  The
Company shall not take any action which would result in non-coverage  under any applicable  Primary  Mortgage  Insurance  Policy of any
loss which,  but for the actions of the Company would have been covered  thereunder.  In connection with any assumption or substitution
agreement  entered into or to be entered  into  pursuant to Section  6.01,  the Company  shall  promptly  notify the insurer  under the
related  Primary  Mortgage  Insurance  Policy,  if any, of such assumption or substitution of liability in accordance with the terms of
such policy and shall take all actions which may be required by such insurer as a condition to the  continuation  of coverage under the
Primary  Mortgage  Insurance  Policy.  If such Primary  Mortgage  Insurance  Policy is  terminated  as a result of such  assumption  or
substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

         In  connection  with its  activities  as  servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the insurer under any Private Mortgage  Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance Policy respecting a defaulted  Mortgage Loan.  Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

         Section 4.09      Transfer of Accounts.

         The Company may  transfer  the  Custodial  Account or the Escrow  Account to a different  Eligible  Account from time to time.
Such transfer shall be made only upon  obtaining the prior written  consent of the  Purchaser,  which consent will not be  unreasonably
withheld.

         Section 4.10      Maintenance of Hazard Insurance.

         The Company  shall cause to be  maintained  for each Mortgage  Loan fire and hazard  insurance  with  extended  coverage as is
acceptable  to Fannie Mae or FHLMC and  customary  in the area where the  Mortgaged  Property is located in an amount which is equal to
the  lesser of (i) the  maximum  insurable  value of the  improvements  securing  such  Mortgage  Loan or (ii) the  greater  of (a) the
outstanding  principal  balance of the Mortgage Loan,  and (b) an amount such that the proceeds  thereof shall be sufficient to prevent
the Mortgagor  and/or the mortgagee from becoming a co-insurer.  If required by the Flood Disaster  Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood  insurance  policy  meeting the  requirements  of the current  guidelines of the Federal
Insurance  Administration in effect with an insurance  carrier  acceptable to Fannie Mae or FHLMC, in an amount  representing  coverage
not less than the least of (i) the  outstanding  principal  balance of the  Mortgage  Loan,  (ii) the  maximum  insurable  value of the
improvements  securing  such  Mortgage  Loan or (iii) the maximum  amount of  insurance  which is  available  under the Flood  Disaster
Protection  Act of 1973, as amended.  If at any time during the term of the Mortgage Loan,  the Company  determines in accordance  with
applicable  law and  pursuant to the Fannie Mae Guides that a Mortgaged  Property is located in a special  flood hazard area and is not
covered by flood  insurance or is covered in an amount less than the amount  required by the Flood Disaster  Protection Act of 1973, as
amended,  the Company shall notify the related  Mortgagor that the Mortgagor  must obtain such flood  insurance  coverage,  and if said
Mortgagor  fails to obtain the required flood  insurance  coverage within  forty-five  (45) days after such  notification,  the Company
shall  immediately  force place the required flood  insurance on the  Mortgagor's  behalf.  The Company shall also maintain on each REO
Property,  fire and hazard insurance with extended  coverage in an amount which is at least equal to the maximum insurable value of the
improvements  which are a part of such property,  and, to the extent required and available under the Flood Disaster  Protection Act of
1973, as amended,  flood insurance in an amount as provided above.  Any amounts  collected by the Company under any such policies other
than  amounts to be  deposited  in the Escrow  Account  and  applied to the  restoration  or repair of the  Mortgaged  Property  or REO
Property,  or released to the Mortgagor in accordance with Accepted Servicing  Practices,  shall be deposited in the Custodial Account,
subject to withdrawal  pursuant to Section 4.05. It is understood  and agreed that no other  additional  insurance  need be required by
the  Company of the  Mortgagor  or  maintained  on property  acquired  in respect of the  Mortgage  Loan,  other than  pursuant to this
Agreement,  the Fannie Mae Guides or such  applicable  state or federal  laws and  regulations  as shall at any time be in force and as
shall require such  additional  insurance.  All such policies  shall be endorsed with standard  mortgagee  clauses with loss payable to
the Company and its  successors  and/or  assigns and shall provide for at least thirty days prior written  notice of any  cancellation,
reduction in the amount or material  change in coverage to the Company.  The Company shall not interfere with the  Mortgagor's  freedom
of choice in selecting either his insurance carrier or agent,  provided,  however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.

         Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Company  shall obtain and  maintain a blanket  policy  issued by a Qualified  Insurer  insuring  against
hazard  losses on all of the  Mortgage  Loans,  then,  to the extent such  policy  provides  coverage in an amount  equal to the amount
required pursuant to Section 4.10 and otherwise  complies with all other  requirements of Section 4.10, it shall conclusively be deemed
to have  satisfied  its  obligations  as set forth in Section  4.10,  it being  understood  and agreed  that such  policy may contain a
deductible  clause,  in which case the Company shall, in the event that there shall not have been  maintained on the related  Mortgaged
Property or REO Property a policy  complying  with Section 4.10, and there shall have been a loss which would have been covered by such
policy,  deposit in the  Custodial  Account the amount not  otherwise  payable  under the  blanket  policy  because of such  deductible
clause.  In connection with its activities as servicer of the Mortgage Loans,  the Company agrees to prepare and present,  on behalf of
the Purchaser,  claims under any such blanket policy in a timely fashion in accordance  with the terms of such policy.  Upon request of
the  Purchaser,  the Company shall cause to be delivered to the  Purchaser a certified  true copy of such policy and shall use its best
efforts to obtain a statement  from the insurer  thereunder  that such policy shall in no event be terminated  or  materially  modified
without thirty (30) days' prior written notice to the Purchaser.

         Section 4.12      Fidelity Bond, Errors and Omissions Insurance.

         The Company shall maintain,  at its own expense,  a blanket fidelity bond and an errors and omissions  insurance policy,  with
broad  coverage  with  responsible  companies on all  officers,  employees or other  persons  acting in any capacity with regard to the
Mortgage Loan to handle funds,  money,  documents and papers  relating to the Mortgage  Loan. The Fidelity Bond shall be in the form of
the Mortgage  Banker's Blanket Bond and shall protect and insure the Company against losses,  including  forgery,  theft,  embezzlement
and fraud of such  persons.  The errors and omissions  insurance  shall protect and insure the Company  against  losses  arising out of
errors and  omissions  and  negligent  acts of such  persons.  Such errors and  omissions  insurance  shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance  policies  required  pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained  payment in full of the indebtedness  secured thereby.  No provision
of this Section 4.12  requiring  the Fidelity  Bond or errors and omissions  insurance  shall  diminish or relieve the Company from its
duties and  obligations  as set forth in this  Agreement.  The minimum  coverage  under any such bond and insurance  policy shall be at
least equal to the corresponding  amounts required by Fannie Mae in the Fannie Mae Guides.  Upon request by the Purchaser,  the Company
shall deliver to the  Purchaser a  certificate  from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such Fidelity Bond or insurance  policy
shall in no event be terminated or materially  modified  without thirty (30) days' prior written  notice to the Purchaser.  The Company
shall notify the Purchaser  within five (5) business days of receipt of notice that such Fidelity Bond or insurance  policy will be, or
has been,  materially  modified  or  terminated.  The  Purchaser  (or any party  having  the  status of  Purchaser  hereunder)  and any
subsidiary  thereof and their  successors  or assigns as their  interests  may appear must be named as loss payees on the Fidelity Bond
and as  additional  insured on the errors and omissions  policy.  Upon request by Purchaser,  Company shall provide  Purchaser  with an
insurance  certificate  certifying  coverage under this Section 4.12, and will provide an update to such certificate  upon request,  or
upon renewal or material modification of coverage.

         Section 4.13      Title, Management and Disposition of REO Property.

         In the event that title to the Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate  of sale shall be taken in the name of the Purchaser or its designee,  or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located,  or would be adversely  affected
under the "doing  business" or tax laws of such state by so holding  title,  the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent  with an opinion of counsel  obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located.  Any Person or Persons  holding such title other than the Purchaser  shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

         The Company  shall notify the  Purchaser in  accordance  with the Fannie Mae Guides of each  acquisition  of REO Property upon
such  acquisition  (and, in any event,  shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such  consummation),  together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged  Property obtained in connection with such acquisition,  and thereafter assume the  responsibility for marketing such REO
property in accordance with Accepted  Servicing  Practices.  Thereafter,  the Company shall continue to provide certain  administrative
services to the  Purchaser  relating to such REO Property as set forth in this  Section  4.13.  No  Servicing  Fee shall be assessed or
otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.

         The Company  shall,  either itself or through an agent selected by the Company,  and in accordance  with the Fannie Mae Guides
manage,  conserve,  protect and operate each REO Property in the same manner that it manages,  conserves,  protects and operates  other
foreclosed  property for its own  account,  and in the same manner that  similar  property in the same  locality as the REO Property is
managed.  The Company  shall cause each REO Property to be inspected  promptly  upon the  acquisition  of title thereto and shall cause
each REO Property to be inspected at least monthly  thereafter or more frequently as required by the  circumstances.  The Company shall
make or cause to be made a written  report of each such  inspection.  Such reports  shall be retained in the  Mortgage  File and copies
thereof shall be forwarded by the Company to the Purchaser.

         The Company  shall use its best  efforts to dispose of the REO  Property as soon as possible  and shall sell such REO Property
in any event within one year after title has been taken to such REO Property,  unless the Company determines,  and gives an appropriate
notice to the  Purchaser to such effect,  that a longer  period is necessary for the orderly  liquidation  of such REO  Property.  If a
longer  period than one (1) year is permitted  under the  foregoing  sentence and is  necessary to sell any REO  Property,  the Company
shall report  monthly to the Purchaser as to the progress  being made in selling such REO Property.  No REO Property  shall be marketed
for less than the Appraised  Value,  without the prior consent of  Purchaser.  No REO Property  shall be sold for less than ninety five
percent (95%) of its Appraised Value,  without the prior consent of Purchaser.  All requests for  reimbursement  of Servicing  Advances
shall be in  accordance  with the Fannie Mae  Guides.  The  disposition  of REO  Property  shall be carried  out by the Company at such
price,  and upon such terms and  conditions,  as the Company deems to be in the best  interests of the Purchaser  (subject to the above
conditions)  only with the prior written  consent of the Purchaser.  Company shall provide monthly reports to Purchaser in reference to
the status of the marketing of the REO Properties.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as servicer of any such REO Property  without payment of any termination  fee with respect  thereto,  provided that the Company
shall on the date said  termination  takes effect be reimbursed for any  unreimbursed  advances of the Company's funds made pursuant to
Section 5.03 and any  unreimbursed  Servicing  Advances and Servicing Fees in each case relating to the Mortgage Loan  underlying  such
REO  Property  notwithstanding  anything  to the  contrary  set  forth in  Section  4.05.  In the  event of any such  termination,  the
provisions  of Section  11.01 hereof shall apply to said  termination  and the transfer of servicing  responsibilities  with respect to
such REO  Property to the  Purchaser  or its  designee.  Within five  Business  Days of any such  termination,  the Company  shall,  if
necessary  convey such property to the Purchaser and shall further provide the Purchaser with the following  information  regarding the
subject REO  Property:  the related  drive by  appraisal  or brokers  price  opinion,  and copies of any  related  Mortgage  Impairment
Insurance  Policy  claims.  In addition,  within five  Business  Days,  the Company  shall  provide the  Purchaser  with the  following
information  and documents  regarding the subject REO Property:  the related  trustee's deed upon sale and copies of any related hazard
insurance claims, or repair bids.

         Section 4.14      Notification of Maturity Date.

          With respect to each Mortgage  Loan,  the Company  shall  execute and deliver to the Mortgagor any and all necessary  notices
required  under  applicable law and the terms of the related  Mortgage Note and Mortgage  regarding the maturity date if required under
applicable law.

                                                               ARTICLE V

                                                       PAYMENTS TO THE PURCHASER

         Section 5.01      Distributions.

         On each  Remittance  Date, the Company shall  distribute by wire transfer of immediately  available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding  Determination  Date, net of charges against
or  withdrawals  from the Custodial  Account  pursuant to Section 4.05,  plus (ii) all Monthly  Advances,  if any, which the Company is
obligated  to  distribute  pursuant to Section  5.03,  plus,  (iii)  interest at the Mortgage  Loan  Remittance  Rate on any  Principal
Prepayment  from the date of such Principal  Prepayment  through the end of the month for which  disbursement is made provided that the
Company's  obligation  as to  payment  of such  interest  shall  be  limited  to the  Servicing  Fee  earned  during  the  month of the
distribution,  minus (iv) any amounts  attributable  to Monthly  Payments  collected  but due on a Due Date or Dates  subsequent to the
preceding  Determination  Date,  which  amounts  shall be  remitted  on the  Remittance  Date next  succeeding  the Due Period for such
amounts.  It is understood  that, by operation of Section 4.04,  the remittance on the first  Remittance  Date with respect to Mortgage
Loans  purchased  pursuant to the related Term Sheet is to include  principal  collected  after the Cut-off Date through the  preceding
Determination  Date plus interest,  adjusted to the Mortgage Loan Remittance Rate collected through such  Determination  Date exclusive
of any portion thereof  allocable to the period prior to the Cut-off Date, with the  adjustments  specified in clauses (ii),  (iii) and
(iv) above.

         With respect to any remittance  received by the Purchaser  after the  Remittance  Date, the Company shall pay to the Purchaser
interest on any such late  payment at an annual rate equal to the Prime Rate,  adjusted as of the date of each  change,  plus three (3)
percentage  points,  but in no event greater than the maximum amount  permitted by applicable law. Such interest shall cover the period
commencing  with the day  following  the  Business  Day such  payment was due and ending with the Business Day on which such payment is
made to the  Purchaser,  both  inclusive.  The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.  On each  Remittance  Date,  the Company shall provide a remittance  report
detailing all amounts being remitted pursuant to this Section 5.01.

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each month, in
the  Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an  individual  Mortgage  Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon
by both  Purchaser and Company,  and no later than the fifth  Business Day of the following  month in hard copy,  and shall contain the
following:

         (i) With  respect to each  Monthly  Payment,  the amount of such  remittance  allocable  to  principal  (including  a separate
breakdown of any Principal Prepayment,  including the date of such prepayment,  and any prepayment penalties or premiums,  along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)  with respect to each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)  the amount of servicing compensation received by the Company during the prior distribution period;

         (iv)  the aggregate Stated Principal Balance of the Mortgage Loans;

         (v)  the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;

         (vi) The number and aggregate  outstanding  principal  balances of Mortgage  Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and

         The Company shall also provide a trial  balance,  sorted in Purchaser's  assigned loan number order,  in the form of Exhibit E
hereto, with each such Report.

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

         In addition,  not more than sixty (60) days after the end of each calendar  year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements  of applicable  federal
income tax law as to the aggregate of remittances for the applicable portion of such year.


         Section 5.03      Monthly Advances by the Company.

         Not later than the close of business on the Business Day  preceding  each  Remittance  Date,  the Company shall deposit in the
Custodial Account an amount equal to all payments not previously  advanced by the Company,  whether or not deferred pursuant to Section
4.01, of principal  (due after the Cut-off  Date) and interest not  allocable to the period prior to the Cut-off Date,  adjusted to the
Mortgage Loan Remittance Rate,  which were due on a Mortgage Loan and delinquent at the close of business on the related  Determination
Date.

         The  Company's  obligation  to make such  Monthly  Advances as to any  Mortgage  Loan will  continue  through the last Monthly
Payment  due prior to the  payment  in full of the  Mortgage  Loan,  or  through  the  Remittance  Date  prior to the date on which the
Mortgaged Property  liquidates  (including  Insurance Proceeds,  proceeds from the sale of REO Property or Condemnation  Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be a  Nonrecoverable  Advance.  In such event,  the Company shall
deliver to the  Purchaser  an  Officer's  Certificate  of the Company to the effect that an officer of the  Company  has  reviewed  the
related Mortgage File and has made the reasonable determination that any additional advances are nonrecoverable.

         Section 5.04      Liquidation Reports.

         Upon the foreclosure  sale of any Mortgaged  Property or the acquisition  thereof by the Purchaser  pursuant to a deed-in-lieu
of  foreclosure,  the Company  shall submit to the  Purchaser a liquidation  report with respect to such  Mortgaged  Property in a form
mutually  acceptable to Company and Purchaser.  The Company shall also provide  reports on the status of REO Property  containing  such
information as Purchaser may reasonably require.

         Section 5.05      Prepayment Interest Shortfalls.

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

                                                              ARTICLE VI

                                                     GENERAL SERVICING PROCEDURES

         Section 6.01      Assumption Agreements.

         The Company  will,  to the extent it has  knowledge  of any  conveyance  or  prospective  conveyance  by any  Mortgagor of the
Mortgaged  Property  (whether by absolute  conveyance or by contract of sale, and whether or not the Mortgagor  remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the Company  shall not  exercise  any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related  Primary  Mortgage  Insurance  Policy,  if any. If the Company  reasonably  believes it is unable
under  applicable  law to enforce such  "due-on-sale"  clause,  the Company,  with the  approval of the  Purchaser,  will enter into an
assumption  agreement  with the person to whom the  Mortgaged  Property has been  conveyed or is proposed to be  conveyed,  pursuant to
which such person becomes liable under the Mortgage Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains
liable  thereon.  Where an assumption is allowed  pursuant to this Section 6.01,  the Company,  with the prior consent of the Purchaser
and the primary  mortgage  insurer,  if any, is authorized to enter into a substitution of liability  agreement with the person to whom
the  Mortgaged  Property  has been  conveyed or is proposed to be conveyed  pursuant to which the original  mortgagor is released  from
liability and such Person is  substituted as mortgagor and becomes liable under the related  Mortgage  Note. Any such  substitution  of
liability agreement shall be in lieu of an assumption agreement.

         In connection with any such assumption or substitution of liability,  the Company shall follow the underwriting  practices and
procedures  of the Company.  With respect to an  assumption  or  substitution  of  liability,  the Mortgage  Interest Rate borne by the
related  Mortgage Note,  the amount of the Monthly  Payment and the maturity date may not be changed  (except  pursuant to the terms of
the Mortgage Note). If the credit of the proposed  transferee does not meet such underwriting  criteria,  the Company diligently shall,
to the extent  permitted by the Mortgage or the Mortgage  Note and by applicable  law,  accelerate  the maturity of the Mortgage  Loan.
The Company  shall notify the  Purchaser  that any such  substitution  of  liability  or  assumption  agreement  has been  completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption  agreement,  which document shall be added
to the related  Mortgage File and shall,  for all purposes,  be considered a part of such Mortgage File to the same extent as all other
documents  and  instruments  constituting  a part  thereof.  All fees  collected  by the Company for  entering  into an  assumption  or
substitution of liability agreement shall belong to the Company.

         Notwithstanding  the foregoing  paragraphs of this Section or any other provision of this Agreement,  the Company shall not be
deemed to be in default,  breach or any other violation of its obligations  hereunder by reason of any assumption of a Mortgage Loan by
operation  of law or any  assumption  which the  Company may be  restricted  by law from  preventing,  for any reason  whatsoever.  For
purposes of this  Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property  subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

         Upon the payment in full of any Mortgage  Loan, or the receipt by the Company of a  notification  that payment in full will be
escrowed in a manner  customary  for such  purposes,  the Company  will  immediately  notify the  Purchaser by a  certification,  which
certification  shall  include a statement  to the effect that all amounts  received or to be received in  connection  with such payment
which are  required  to be  deposited  in the  Custodial  Account  pursuant  to Section  4.04 have been or will be so  deposited,  of a
Servicing  Officer and shall request  delivery to it of the portion of the Mortgage File held by the Purchaser.  The Purchaser shall no
later than five Business  Days after receipt of such  certification  and request,  release or cause to be released to the Company,  the
related  Mortgage  Loan  Documents  and, upon its receipt of such  documents,  the Company  shall  promptly  prepare and deliver to the
Purchaser the requisite  satisfaction  or release.  No later than five (5) Business Days following its receipt of such  satisfaction or
release,  the Purchaser shall deliver,  or cause to be delivered,  to the Company the release or satisfaction  properly executed by the
owner of record of the  applicable  mortgage  or its duly  appointed  attorney in fact.  No expense  incurred  in  connection  with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.

         In the event the  Company  satisfies  or  releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured by the  Mortgage  or should it  otherwise  prejudice  any right the  Purchaser  may have under the  mortgage  instruments,  the
Company,  upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding  principal balance of the
related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.  The Company  shall  maintain the Fidelity  Bond and errors and
omissions  insurance  insuring  the  Company  against  any loss it may sustain  with  respect to any  Mortgage  Loan not  satisfied  in
accordance with the procedures set forth herein.

         From time to time and as  appropriate  for the servicing or  foreclosure  of the Mortgage  Loan,  including for the purpose of
collection  under any Primary  Mortgage  Insurance  Policy,  the  Purchaser  shall,  upon  request of the  Company and  delivery to the
Purchaser of a servicing receipt signed by a Servicing  Officer,  release the portion of the Mortgage File held by the Purchaser to the
Company.  Such  servicing  receipt shall obligate the Company to return the related  Mortgage  documents to the Purchaser when the need
therefor by the Company no longer exists,  unless the Mortgage Loan has been  liquidated and the Liquidation  Proceeds  relating to the
Mortgage  Loan have been  deposited in the Custodial  Account or the Mortgage File or such document has been  delivered to an attorney,
or to a public  trustee or other  public  official as required by law,  for purposes of  initiating  or pursuing  legal action or other
proceedings for the foreclosure of the Mortgaged  Property either  judicially or  non-judicially,  and the Company has delivered to the
Purchaser a  certificate  of a Servicing  Officer  certifying  as to the name and address of the Person to which such  Mortgage File or
such  document was  delivered  and the purpose or purposes of such  delivery.  Upon  receipt of a  certificate  of a Servicing  Officer
stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.

         Section 6.03      Servicing Compensation.

         As  compensation  for its services  hereunder,  the Company shall be entitled to withdraw  from the Custodial  Account (to the
extent of interest payments  collected on the Mortgage Loans) or to retain from interest payments  collected on the Mortgage Loans, the
amounts  provided for as the Company's  Servicing Fee, subject to payment of compensating  interest on Principal  Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii).  Additional  servicing  compensation  in the form of assumption  fees, as provided
in Section 6.01, and late payment  charges or otherwise  shall be retained by the Company to the extent not required to be deposited in
the Custodial  Account.  No Servicing Fee shall be payable in connection with partial Monthly  Payments.  The Company shall be required
to pay all expenses  incurred by it in connection with its servicing  activities  hereunder and shall not be entitled to  reimbursement
therefor except as specifically provided for.

         Section 6.04      Annual Statement as to Compliance.

         The  Company  will  deliver to the  Purchaser  not later than 90 days  following  the end of each  fiscal  year of the Company
beginning in March 2004, an Officers'  Certificate  stating,  as to each signatory thereof,  that (i) a review of the activities of the
Company  during the preceding  calendar year and of performance  under this  Agreement has been made under such officers'  supervision,
and (ii) to the best of such officers'  knowledge,  based on such review,  the Company has fulfilled all of its obligations  under this
Agreement  throughout  such year,  or, if there has been a default in the  fulfillment  of any such  obligation,  specifying  each such
default known to such officers and the nature and status of cure  provisions  thereof.  Copies of such  statement  shall be provided by
the Company to the Purchaser upon request.

         Section 6.05      Annual Independent Certified Public Accountants' Servicing Report.

         Within ninety (90) days of Company's  fiscal year end  beginning in March 2004,  the Company at its expense shall cause a firm
of independent  public  accountants which is a member of the American  Institute of Certified Public Accountants to furnish a statement
to the  Purchaser  to the effect that such firm has examined  certain  documents  and records  relating to the  Company's  servicing of
mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements  substantially similar to this Agreement,  which
agreements may include this Agreement,  and that, on the basis of such an examination,  conducted  substantially  in the uniform single
audit program for mortgage  bankers,  such firm is of the opinion that the Company's  servicing has been  conducted in compliance  with
the  agreements  examined  pursuant to this Section 6.05,  except for (i) such  exceptions as such firm shall believe to be immaterial,
and (ii) such other  exceptions as shall be set forth in such  statement.  Copies of such statement shall be provided by the Company to
the Purchaser.  In addition, on an annual basis, Company shall provided Purchaser with copies of its audited financial statements.

         Section 6.06      Purchaser's Right to Examine Company Records.

         The Purchaser  shall have the right to examine and audit upon  reasonable  notice to the Company,  during business hours or at
such other times as might be reasonable  under  applicable  circumstances,  any and all of the books,  records,  documentation or other
information  of the Company,  or held by another for the Company or on its behalf or  otherwise,  which relates to the  performance  or
observance by the Company of the terms, covenants or conditions of this Agreement.

         The  Company  shall  provide  to the  Purchaser  and any  supervisory  agents or  examiners  representing  a state or  federal
governmental agency having jurisdiction over the Purchaser,  including but not limited to OTS, FDIC and other similar entities,  access
to any  documentation  regarding  the  Mortgage  Loans in the  possession  of the  Company  which  may be  required  by any  applicable
regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during normal business hours and at the offices
of the Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.

                                                              ARTICLE VII

                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01      Company Shall Provide Information as Reasonably Required.

         The Company  shall  furnish to the Purchaser  during the term of this  Agreement,  such  periodic,  special or other  reports,
information or documentation,  whether or not provided for herein,  as shall be necessary,  reasonable or appropriate in respect to the
Purchaser,  or otherwise in respect to the Mortgage  Loans and the  performance  of the Company  under this  Agreement,  including  any
reports,  information  or  documentation  reasonably  required to comply  with any  regulations  regarding  any  supervisory  agents or
examiners of the Purchaser all such reports or information  to be as provided by and in accordance  with such  applicable  instructions
and  directions as the Purchaser may  reasonably  request in relation to this  Agreement or the  performance  of the Company under this
Agreement.  The Company  agrees to execute and deliver all such  instruments  and take all such action as the  Purchaser,  from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

         In  connection  with  marketing the Mortgage  Loans,  the Purchaser  may make  available to a  prospective  purchaser  audited
financial  statements of the Company for the most recently  completed two (2) fiscal years for which such statements are available,  as
well as a  Consolidated  Statement of Condition at the end of the last two (2) fiscal years  covered by any  Consolidated  Statement of
Operations.  If it has not already done so, the Company shall furnish  promptly to the Purchaser or a prospective  purchaser  copies of
the statements specified above.

         The Company  shall make  reasonably  available to the  Purchaser or any  prospective  Purchaser a  knowledgeable  financial or
accounting officer for the purpose of answering  questions and to permit any prospective  purchaser to inspect the Company's  servicing
facilities for the purpose of satisfying such  prospective  purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.


                                                             ARTICLE VIII

                                                             THE SERVICER

         Section 8.01      Indemnification; Third Party Claims.

         The Company agrees to indemnify the Purchaser and hold it harmless  against any and all claims,  losses,  damages,  penalties,
fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties,  obligations,  covenants,  and  agreements  to service
the Mortgage Loans in strict  compliance  with the terms of this  Agreement.  The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties,  fines, forfeitures,  legal fees and related costs, judgments, and any
other costs,  fees and expenses  that the  Purchaser may sustain in any way from any claim,  demand,  defense or assertion  based on or
grounded  upon, or resulting  from any assertion  based on,  grounded upon or resulting  from a breach or alleged  breach of any of the
representation  or warranty set forth in Sections 3.01 or 3.02 of this Agreement.  The Company shall  immediately  notify the Purchaser
if a claim is made by a third party against Company with respect to this Agreement or the Mortgage  Loans,  assume (with the consent of
the  Purchaser)  the defense of any such claim and pay all expenses in connection  therewith,  including  counsel fees,  whether or not
such claim is settled prior to judgment,  and promptly pay,  discharge and satisfy any judgment or decree which may be entered  against
it or the  Purchaser  in respect of such claim.  The Company  shall  follow any written  instructions  received  from the  Purchaser in
connection  with such claim.  The Purchaser  shall  promptly  reimburse the Company for all amounts  advanced by it pursuant to the two
preceding  sentences  except when the claim  relates to the failure of the Company to service and  administer  the  Mortgages in strict
compliance  with the terms of this  Agreement,  the breach of  representation  or warranty set forth in Sections  3.01 or 3.02,  or the
negligence,  bad faith or willful  misconduct  of Company.  The  provisions  of this Section  8.01 shall  survive  termination  of this
Agreement.

         Section 8.02      Merger or Consolidation of the Company.

         The Company will keep in full effect its  existence,  rights and  franchises as a  corporation  under the laws of the state of
its incorporation  except as permitted herein,  and will obtain and preserve its qualification to do business as a foreign  corporation
in each  jurisdiction  in which such  qualification  is or shall be  necessary  to protect  the  validity  and  enforceability  of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.

         Any Person into which the Company may be merged or consolidated,  or any corporation resulting from any merger,  conversion or
consolidation  to which the Company shall be a party,  or any Person  succeeding to the business of the Company  whether or not related
to loan  servicing,  shall be the successor of the Company  hereunder,  without the execution or filing of any paper or any further act
on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however, that the successor or
surviving  Person  shall be an  institution  (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved  mortgagee whose primary  business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.

         Section 8.03      Limitation on Liability of the Company and Others.

         Neither  the  Company  nor any of the  officers,  employees  or agents of the  Company  shall be under  any  liability  to the
Purchaser  for any action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for
errors in  judgment  made in good  faith;  provided,  however,  that this  provision  shall not  protect the Company or any such person
against any breach of warranties or  representations  made herein,  or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement,  or any liability which would otherwise be imposed by reason of negligence,  bad faith or
willful  misconduct,  or any breach of the terms and conditions of this  Agreement.  The Company and any officer,  employee or agent of
the  Company  may rely in good faith on any  document  of any kind  prima  facie  properly  executed  and  submitted  by the  Purchaser
respecting any matters  arising  hereunder.  The Company shall not be under any obligation to appear in,  prosecute or defend any legal
action  which is not  incidental  to its duties to service  the  Mortgage  Loans in  accordance  with this  Agreement  and which in its
reasonable  opinion may involve it in any expenses or  liability;  provided,  however,  that the Company  may,  with the consent of the
Purchaser,  undertake any such action which it may deem  necessary or desirable in respect to this  Agreement and the rights and duties
of the parties hereto.  In such event,  the reasonable  legal expenses and costs of such action and any liability  resulting  therefrom
shall be expenses,  costs and  liabilities  for which the Purchaser will be liable,  and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.

         Section 8.04      Company Not to Assign or Resign.

         The Company shall not assign this  Agreement or resign from the  obligations  and duties hereby imposed on it except by mutual
consent  of the  Company  and the  Purchaser  or upon the  determination  that its duties  hereunder  are no longer  permissible  under
applicable law and such incapacity  cannot be cured by the Company.  Any such  determination  permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect  delivered to the  Purchaser  which  Opinion of Counsel shall be in form and
substance  acceptable to the Purchaser.  No such resignation  shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.

         Section 8.05      No Transfer of Servicing.

         With respect to the  retention of the Company to service the  Mortgage  Loans  hereunder,  the Company  acknowledges  that the
Purchaser has acted in reliance upon the Company's  independent  status,  the adequacy of its servicing  facilities,  plan,  personnel,
records and  procedures,  its integrity,  reputation and financial  standing and the continuance  thereof.  Without in any way limiting
the generality of this Section,  the Company shall not either assign this  Agreement or the servicing  hereunder or delegate its rights
or duties  hereunder  or any portion  thereof,  or sell or  otherwise  dispose of all or  substantially  all of its property or assets,
without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion.

         Without in any way  limiting  the  generality  of this Section  8.05,  in the event that the Company  either shall assign this
Agreement or the servicing  responsibilities  hereunder or delegate its duties  hereunder or any portion thereof without (i) satisfying
the  requirements  set forth herein or (ii) the prior written  consent of the  Purchaser,  then the  Purchaser  shall have the right to
terminate  this  Agreement,  without any payment of any penalty or damages and without any liability  whatsoever to the Company  (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.


                                                              ARTICLE IX

                                                                DEFAULT

         Section 9.01      Events of Default.

         In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:

         (i) any failure by the Company to remit to the  Purchaser  any payment  required to be made under the terms of this  Agreement
which continues unremedied for a period of one (1) Business Day; or

         (ii)  failure on the part of the Company  duly to observe or perform in any  material  respect any other of the  covenants  or
agreements on the part of the Company set forth in this  Agreement  which  continues  unremedied for a period of thirty (30) days after
the date on which  written  notice of such  failure,  requiring  the same to be  remedied,  shall have been given to the Company by the
Purchaser; or

         (iii) a decree  or  order  of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
conservator or receiver or liquidator in any insolvency,  bankruptcy,  readjustment  of debt,  marshalling of assets and liabilities or
similar proceedings,  or for the winding-up or liquidation of its affairs,  shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or

         (iv) the Company shall consent to the  appointment of a conservator or receiver or liquidator in any  insolvency,  bankruptcy,
readjustment of debt,  marshalling of assets and liabilities or similar  proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or

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

         (vi) Company  ceases to be approved by either  Fannie Mae or FHLMC as a mortgage  loan seller or servicer for more than thirty
days; or

         (vii) the Company  attempts to assign its right to  servicing  compensation  hereunder  or the Company  attempts,  without the
consent of the  Purchaser,  to sell or  otherwise  dispose of all or  substantially  all of its  property  or assets or to assign  this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or

         (viii) the Company ceases to be (a) licensed to service first lien  residential  mortgage loans in any  jurisdiction  in which
a Mortgaged  Property is located and such licensing is required,  and (b) qualified to transact  business in any jurisdiction  where it
is currently so qualified,  but only to the extent such  non-qualification  materially and adversely  affects the Company's  ability to
perform its obligations hereunder; or

         (ix)   the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in  writing to the  Company  (except  in the case of an Event of  Default  under  clauses  (iii),  (iv) or (v)  above,  in which  case,
automatically  and without  notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages,  including injunctive relief and specific performance,  terminate all the rights and obligations of the
Company  under this  Agreement  and in and to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the
same.  On or after the receipt by the Company of such  written  notice (or,  in the case of an Event of Default  under  clauses  (iii),
(iv) or (v) above,  in which case,  automatically  and without  notice),  all authority and power of the Company under this  Agreement,
whether with respect to the Mortgage  Loans or otherwise,  shall pass to and be vested in the successor  appointed  pursuant to Section
11.01.  Upon written  request from the  Purchaser,  the Company  shall  prepare,  execute and deliver,  any and all documents and other
instruments,  place in such  successor's  possession all Mortgage  Files,  and do or accomplish  all other acts or things  necessary or
appropriate  to effect the purposes of such notice of  termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage  Loans and related  documents,  or otherwise,  at the Company's  sole expense.  The Company  agrees to cooperate  with the
Purchaser and such successor in effecting the termination of the Company's  responsibilities and rights hereunder,  including,  without
limitation,  the transfer to such  successor  for  administration  by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

         Section 9.02      Waiver of Defaults.

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


                                                               ARTICLE X

                                                              TERMINATION

         Section 10.01     Termination.

         The respective  obligations  and  responsibilities  of the Company shall terminate upon: (i) the later of the final payment or
other  liquidation  (or any advance with respect  thereto) of the last Mortgage Loan and the  disposition of all remaining REO Property
and the  remittance  of all funds due  hereunder;  or (ii) by mutual  consent of the Company  and the  Purchaser  in writing;  or (iii)
termination with cause under the terms of this Agreement.

         Section 10.02     Termination Without Cause.

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

                                                              ARTICLE XI

                                                       MISCELLANEOUS PROVISIONS

         Section 11.01     Successor to the Company.

         Prior to termination of Company's  responsibilities  and duties under this Agreement  pursuant to Sections 4.13,  8.04,  9.01,
10.01  (ii) or (iii),  the  Purchaser  shall (i)  succeed  to and  assume all of the  Company's  responsibilities,  rights,  duties and
obligations  under this Agreement,  or (ii) appoint a successor having the  characteristics  set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the  responsibilities,  duties and  liabilities of the Company under this Agreement prior
to the termination of Company's  responsibilities,  duties and liabilities  under this Agreement.  In connection with such  appointment
and assumption,  the Purchaser may make such  arrangements  for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor  shall agree. In the event that the Company's  duties,  responsibilities  and  liabilities  under this
Agreement should be terminated pursuant to the aforementioned  Sections,  the Company shall discharge such duties and  responsibilities
during the period from the date it acquires  knowledge of such  termination  until the  effective  date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this  Agreement,  and shall take no action  whatsoever that might impair
or  prejudice  the  rights  or  financial  condition  of  its  successor.  The  resignation  or  removal  of  Company  pursuant  to the
aforementioned  Sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this Section and shall in no
event  relieve the Company of the  representations  and  warranties  made  pursuant to Sections  3.01,  3.02 and 3.03 and the  remedies
available to the Purchaser  thereunder  and under Section 8.01,  it being  understood  and agreed that the  provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company  notwithstanding  any such  resignation or termination of the Company,  or
the termination of this Agreement.

         Any  successor  appointed as provided  herein shall  execute,  acknowledge  and deliver to the Company and to the Purchaser an
instrument  accepting  such  appointment,  whereupon  such  successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations  and liabilities of the Company,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Company or this  Agreement  pursuant to Section 4.13,  8.04,  9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.

         The Company  shall  promptly  deliver to the  successor  the funds in the  Custodial  Account  and the Escrow  Account and the
Mortgage  Files and related  documents and  statements  held by it hereunder  and the Company shall account for all funds.  The Company
shall execute and deliver such  instruments  and do such other things all as may  reasonably  be required to more fully and  definitely
vest and confirm in the successor all such rights,  powers, duties,  responsibilities,  obligations and liabilities of the Company. The
successor shall make  arrangements as it may deem  appropriate to reimburse the Company for  unrecovered  Servicing  Advances which the
successor  retains  hereunder  and which would  otherwise  have been  recovered by the Company  pursuant to this  Agreement but for the
appointment of the successor servicer.

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

         Section 11.02     Amendment.

         This  Agreement may be amended from time to time by the Company and the Purchaser by written  agreement  signed by the Company
and the Purchaser.


         Section 11.03     Recordation of Agreement.

         To the extent  permitted by applicable  law, this Agreement is subject to recordation  in all  appropriate  public offices for
real property  records in all the counties or other comparable  jurisdictions  in which any of the properties  subject to the Mortgages
are situated,  and in any other  appropriate  public recording  office or elsewhere,  such recordation to be effected by the Company at
the  Company's  expense on  direction  of the  Purchaser  accompanied  by an opinion  of  counsel to the effect  that such  recordation
materially and beneficially  affects the interest of the Purchaser or is necessary for the  administration or servicing of the Mortgage
Loans.

         Section 11.04     Governing Law.

         This  Agreement and the related Term Sheet shall be governed by and construed in accordance  with the laws of the State of New
York  except to the extent  preempted  by Federal  law.  The  obligations,  rights  and  remedies  of the  parties  hereunder  shall be
determined in accordance with such laws.

         Section 11.05     Notices.

         Any  demands,  notices or other  communications  permitted  or  required  hereunder  shall be in  writing  and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or certified  mail,  return receipt  requested,  or transmitted by telex,  telegraph or telecopier and confirmed by a similar
mailed writing, as follows:

         (i)      if to the Company:

                  GreenPoint Mortgage Funding, Inc.
                  100 Wood Hollow Drive
                  Novato, California 94945
                  Attention: Susan Davia
                  Telecopier No: (415) 878-4369

         (ii) if to the Purchaser:

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II,
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Ms. Ralene Ruyle
                  Telecopier No.:  (972) 444-2810

                  With a copy to:

                  Bear Stearns Mortgage Capital Corporation
                  383 Madison Avenue
                  New York, New York 10179
                  Attention:  Mary Haggerty

or such other  address as may  hereafter  be furnished to the other party by like  notice.  Any such  demand,  notice or  communication
hereunder  shall be deemed to have been received on the date  delivered to or received at the premises of the addressee (as  evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).

         Section 11.06     Severability of Provisions.

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

         Section 11.07     Exhibits.

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

         Section 11.08     General Interpretive Principles.

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

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

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

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

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

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

         (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration; and

         (viii)   headings of the Articles and Sections in this  Agreement are for  reference  purposes only and shall not be deemed to
have any substantive effect.

         Section 11.09     Reproduction of Documents.

         This Agreement and all documents relating thereto,  including,  without  limitation,  (i) consents,  waivers and modifications
which may hereafter be executed,  (ii) documents  received by any party at the closing,  and (iii) financial  statements,  certificates
and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,  micro-card,
miniature  photographic or other similar process.  The parties agree that any such reproduction  shall be admissible in evidence as the
original  itself in any judicial or  administrative  proceeding,  whether or not the  original is in existence  and whether or not such
reproduction  was made by a party in the regular course of business,  and that any  enlargement,  facsimile or further  reproduction of
such reproduction shall likewise be admissible in evidence.

         Section 11.10     Confidentiality of Information.

         Each party recognizes  that, in connection with this Agreement,  it may become privy to non-public  information  regarding the
financial condition,  operations and prospects of the other party. Each party agrees to keep all non-public  information  regarding the
other party  strictly  confidential,  and to use all such  information  solely in order to  effectuate  the  purpose of the  Agreement,
provided that each party may provide  confidential  information  to its  employees,  agents and affiliates who have a need to know such
information in order to effectuate the transaction,  provided  further that such  information is identified as confidential  non-public
information.  In addition,  confidential  information may be provided to a regulatory  authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.

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

         Section 11.11     Recordation of Assignments of Mortgage.

         To the extent  permitted by applicable  law, each of the  Assignments  is subject to  recordation  in all  appropriate  public
offices  for real  property  records  in all the  counties  or other  comparable  jurisdictions  in which  any or all of the  Mortgaged
Properties are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected by and at
the Company's  expense in the event  recordation  is either  necessary  under  applicable law or requested by the Purchaser at its sole
option.

         Section 11.12     Assignment.

     The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
     Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
     hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
     designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans.  In no event
     shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
     unreasonably denied.  All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.  The
     Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign,
     in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.


         Section 11.13     No Partnership.

         Nothing herein contained shall be deemed or construed to create a  co-partnership  or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.

         Section 11.14     Execution: Successors and Assigns.

         This  Agreement may be executed in one or more  counterparts  and by the different  parties  hereto on separate  counterparts,
each of which, when so executed,  shall be deemed to be an original;  such  counterparts,  together,  shall constitute one and the same
agreement.  Subject to this  Agreement  shall inure to the  benefit of and be binding  upon the  Company  and the  Purchaser  and their
respective successors and assigns.

         Section 11.15     Entire Agreement.

         The Company  acknowledges that no representations,  agreements or promises were made to the Company by the Purchaser or any of
its employees other than those  representations,  agreements or promises  specifically  contained herein and in the  Confirmation.  The
Confirmation and this Agreement and the related Term Sheet sets forth the entire  understanding  between the parties hereto;  provided,
however,  only this  Agreement and the related Term Sheet shall be binding upon all  successors  of both  parties.  In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.

         Section 11.16.  No Solicitation.

         From and after the  Closing  Date,  the  Company  agrees  that it will not take any action or permit or cause any action to be
taken by any of its agents or  affiliates,  to  personally,  by telephone or mail,  solicit the borrower or obligor  under any Mortgage
Loan to refinance the Mortgage  Loan, in whole or in part,  without the prior written  consent of the  Purchaser.  Notwithstanding  the
foregoing,  it is  understood  and agreed that (i)  promotions  undertaken  by the Company or any  affiliate  of the Company  which are
directed to the general public at large, or segments  thereof,  provided that no segment shall consist primarily of the Mortgage Loans,
including,  without  limitation,  mass  mailing  based  on  commercially  acquired  mailing  lists,  newspaper,  radio  and  television
advertisements  and (ii)  responses  to  unsolicited  requests or inquiries  made by a Mortgagor or an agent of a Mortgagor,  shall not
constitute  solicitation  under this  Section  11.16.  This  Section  11.16 shall not be deemed to  preclude  the Company or any of its
affiliates  from  soliciting  any Mortgagor  for any other  financial  products or services.  The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.

         Section 11.17.  Closing.

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

         The closing for the  Mortgage  Loans to be purchased  on the related  Closing  Date shall be subject to each of the  following
conditions:

         (a)      at least one (1)  Business  Day prior to the related  Closing  Date,  the Company  shall  deliver to the  Purchaser a
magnetic  diskette,  or transmit by modem, a listing on a loan-level  basis of the information  contained in the related  Mortgage Loan
Schedule attached to the related Term Sheet;

         (b)      all of the  representations  and warranties of the Company under this Agreement  shall be materially true and correct
as of the related  Closing  Date and no event  shall have  occurred  which,  with notice or the  passage of time,  would  constitute  a
material default under this Agreement;

         (c)      the  Purchaser  shall have  received,  or the  Purchaser's  attorneys  shall have  received in escrow,  all documents
required pursuant to this Agreement,  the related Term Sheet, an opinion of counsel and an officer's certificate,  all in such forms as
are agreed upon and  acceptable to the Purchaser,  duly executed by all  signatories  other than the Purchaser as required  pursuant to
the terms hereof;

         (d)      the Company shall have  delivered and released to the Purchaser (or its designee) on or prior to the related  Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and

         (e)      all other terms and  conditions  of this  Agreement,  the  related  Term Sheet and the  Confirmation  shall have been
materially complied with.

         Subject to the foregoing  conditions,  the Purchaser  shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued  interest  pursuant to Section 2.02 of this  Agreement,  by wire transfer of  immediately  available  funds to the account
designated by the Company.

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)       one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or  more  trusts  or  other  entities  to be  formed  as  part of one or more  pass-through  transfers  (each,  a
"Pass-Through Transfer").

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set  forth  in  this  Agreement  as of the  settlement  or  closing  date  in  connection  with  such
Reconstitution  (each, a "Reconstitution  Date");  and (4) to provide customary  indemnification to the Purchaser and/or its affiliates
for any losses,  claims,  damages,  and  liabilities  arising  out of or based upon  information  the Company  provided or caused to be
provided in connection  with a Pass-Through  Transfer.  In that  connection,  the Company shall provide to such servicer or issuer,  as
the case may be,  and any other  participants  in such  Reconstitution:  (i) any and all  information  (including  servicing  portfolio
information)  and  appropriate  verification  of  information  (including  servicing  portfolio  information)  which may be  reasonably
available  to the  Company,  whether  through  letters of its auditors  and counsel or  otherwise,  as the  Purchaser or any such other
participant  shall request upon  reasonable  demand;  and (ii) such  additional  representations,  warranties,  covenants,  opinions of
counsel,  letters from auditors,  and certificates of public officials or officers of the Company as are reasonably  agreed upon by the
Company and the  Purchaser  or any such other  participant.  In  connection  with each  Pass-Through  Transfer,  the Company  agrees to
provide reasonable and customary  indemnification to the Purchaser and its affilates for disclosure  contained in any offering document
relating to the Company or its  affilates,  the Mortgage  Loans and the  underwriting  standards of the Mortgage  Loans.  The Purchaser
shall be responsible for the costs relating to the delivery of such information.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.

Section 11.19.    Reporting with Respect to a Reconstitution.

         The Company agrees that with respect to any Mortgage Loan sold or  transferred  pursuant to a  Reconstitution  as described in
Section 11.18 of this Agreement (a "Reconstituted  Mortgage Loan"), the Company,  at its expense,  shall provide the Purchaser with the
information set forth in Exhibit J attached hereto for each  Reconstituted  Mortgage Loan in such electronic  format as may be mutually
agreed upon by both Purchaser and Company.




         IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names to be signed hereto by their  respective  officers
thereunto duly authorized as of the day and year first above written.

                                                   EMC MORTGAGE CORPORATION
                                                               Purchaser

                                                     By:________________________
                                                     Name:
                                                     Title:

                                                   GREENPOINT MORTGAGE FUNDING, INC.
                                                                Company

                                                     By: _______________________
                                                     Name:
                                                     Title:




                                                               EXHIBIT A
                                                       CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage  Loan,  the Mortgage File shall  include each of the following  items,  which shall be available
for  inspection by the  Purchaser,  and which shall be retained by the Company in the  Servicing  File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

         1. The original  Mortgage  Note endorsed  "Pay to the order of  ____________________________________________________,  without
recourse," and signed via original  signature in the name of the Company by an authorized  officer,  with all intervening  endorsements
showing a  complete  chain of title from the  originator  to the  Company,  together  with any  applicable  riders.  In no event may an
endorsement  be a facsimile  endorsement.  If the Mortgage  Loan was acquired by the Company in a merger,  the  endorsement  must be by
"[Company],  successor by merger to the [name of  predecessor]".  If the Mortgage  Loan was acquired or originated by the Company while
doing business under another name, the  endorsement  must be by "[Company]  formerly known as [previous  name]".  Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.

         2. The original Mortgage (together with a standard  adjustable rate mortgage rider) with evidence of recording  thereon,  or a
copy thereof  certified by the public  recording  office in which such mortgage has been recorded or, if the original  Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.

         3.     The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

         4.       The  original  Assignment,  from  the  Company  to  _____________________________________,   or  in  accordance  with
Purchaser's  instructions,  which assignment shall, but for any blanks requested by Purchaser,  be in form and substance acceptable for
recording.  If the Mortgage  Loan was acquired or originated by the Company while doing  business  under another name,  the  Assignment
must be by  "[Company]  formerly  known as  [previous  name]".  If the  Mortgage  Loan was  acquired  by the  Company in a merger,  the
endorsement  must be by  "[Company],  successor  by  merger  to the  [name  of  predecessor]".  None  of the  Assignments  are  blanket
assignments of mortgage.

         5.       The original policy of title insurance,  including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

         6.       Originals of all recorded  intervening  Assignments,  or copies thereof,  certified by the public recording office in
which such  Assignments  have been recorded  showing a complete  chain of title from the  originator  to the Company,  with evidence of
recording  thereon,  or a copy thereof  certified by the public  recording office in which such Assignment has been recorded or, if the
original  Assignment  has not been returned from the applicable  public  recording  office,  a true  certified  copy,  certified by the
Company.

         7.       Originals,  or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption,  extension,  modification,  written assurance or substitution  agreements,  if applicable,  or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

         8.       If the Mortgage Note or Mortgage or any other material document or instrument  relating to the Mortgage Loan has been
signed by a person on behalf of the  Mortgagor,  the  original or copy of power of attorney or other  instrument  that  authorized  and
empowered such person to sign bearing evidence that such instrument has been recorded,  if so required in the appropriate  jurisdiction
where the Mortgaged  Property is located,  or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original  instrument has not been returned from the applicable  public  recording  office,  a true certified  copy,
certified by the Company.

         9.       reserved.

         10.      Mortgage Loan closing  statement  (Form HUD-1) and any other  truth-in-lending  or real estate  settlement  procedure
forms required by law.

         11.  Residential loan application.

         12.      Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.

         13.      Credit report on the mortgagor.

         14.      Business credit report, if applicable.

         15.      Residential appraisal report and attachments thereto.

         16.      The original of any guarantee executed in connection with the Mortgage Note.

         17.      Verification of employment and income except for Mortgage Loans  originated  under a limited  documentation  program,
all in accordance with Company's underwriting guidelines.

         18.      Verification of acceptable evidence of source and amount of down payment,  in accordance with Company's  underwriting
guidelines.

         19.      Photograph of the Mortgaged Property (may be part of appraisal).

         20.      Survey of the Mortgaged Property, if any.

         21.      Sales contract, if applicable.

         22.      If available, termite report, structural engineer's report, water portability and septic certification.

         23.      Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

         24.      Name affidavit, if applicable.

         Notwithstanding  anything  to the  contrary  herein,  Company  may  provide  one  certificate  for all of the  Mortgage  Loans
indicating that the documents were delivered for recording.




                                                               EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                         ______________, 2003

To:      [_______________________]
         (the "Depository")

         As "Company"  under the Purchase,  Warranties  and Servicing  Agreement,  dated as of  [_____________________]  1, 200[_] (the
"Agreement"),  we hereby  authorize  and request you to establish an account,  as a Custodial  Account  pursuant to Section 4.04 of the
Agreement,  to be designated  as  "[______________________________________],  in trust for the  [Purchaser],  Owner of Adjustable  Rate
Mortgage  Loans".  All deposits in the account  shall be subject to  withdrawal  therefrom by order signed by the Company.  This letter
is submitted to you in duplicate.  Please execute and return one original to us.

                                                              [__________________________]

                                                           By:____________________________

                                                           Name:__________________________

                                                           Title:_________________________



         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  [__________],  at the office of the depository  indicated  above,  and agrees to honor  withdrawals on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                                     [___________________________]

                                                   By:____________________________

                                                   Name:__________________________

                                                   Title:_________________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT
                                                          _____________, 2003

To:      [_______________________]
         (the "Depository")

         As  "Company"  under the  Purchase  Warranties  and  Servicing  Agreement,  dated as of  [____________________]1,  200[_] (the
"Agreement"),  we hereby  authorize  and request you to  establish  an account,  as an Escrow  Account  pursuant to Section 4.06 of the
Agreement, to be designated as  "[__________________________],  in trust for the [Purchaser],  Owner of Adjustable Rate Mortgage Loans,
and various  Mortgagors."  All deposits in the account  shall be subject to withdrawal  therefrom by order signed by the Company.  This
letter is submitted to you in duplicate.  Please execute and return one original to us.

                                            [_____________________]

                                            By:____________________________
                                            Name:__________________________
                                            Title:_________________________


         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                            [______________________]

                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________




                                                               EXHIBIT D

                                       FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of  __________, 200__,
among EMC Mortgage Corporation (the "Assignor"), ___________________ (the "Assignee"), and _______________________ (the "Company").


         In  consideration of the mutual promises  contained  herein the parties hereto agree that the residential  mortgage loans (the
"Assigned  Loans") listed on Attachment 1 annexed  hereto (the  "Assigned Loan  Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase,  Warranties and Servicing  Agreement,  dated as of _________,  200__, between Assignor
and Company (the "Purchase  Agreement")  shall be subject to the terms of this PAAR  Agreement.  Capitalized  terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.

                                                  Purchase, Assignment and Assumption

         1.       Assignor  hereby  grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor in the
Assigned  Loans  and,  as they  relate to the  Assigned  Loans,  all of its right,  title and  interest  in, to and under the  Purchase
Agreement.

         2.       Simultaneously  with the execution  hereof,  (i) Assignee shall pay to Assignor the "Funding  Amount" as set forth in
that certain letter agreement,  dated as of _________ ____, between Assignee and Assignor (the  "Confirmation")  and (ii) Assignor,  at
its expense,  shall have caused to be delivered to Assignee or its designee the Mortgage  File for each  Assigned Loan in Assignor's or
its  custodian's  possession,  as set forth in the Purchase  Agreement,  along with,  for each  Assigned  Loan, an  endorsement  of the
Mortgage  Note from the Company,  in blank,  and an  assignment of mortgage in  recordable  form from the Company,  in blank.  Assignee
shall pay the Funding Amount by wire transfer of immediately  available funds to the account  specified by Assignor.  Assignee shall be
entitled to all scheduled  payments due on the Assigned Loans after ___________,  200__ and all unscheduled  payments or other proceeds
or other recoveries on the Assigned Loans received on and after _____________, 200__.

                                               Representations, Warranties and Covenants

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

         (a)      Attached  hereto as Attachment 2 is a true and accurate copy of the Purchase  Agreement,  which  agreement is in full
force and effect as of the date hereof and the  provisions of which have not been waived,  amended or modified in any respect,  nor has
any notice of termination been given thereunder;

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

         (c)      There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;

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

         (e)      Assignor  is duly  organized,  validly  existing  and in good  standing  under  the laws of the  jurisdiction  of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

         (f)      Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject.  The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor.  This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;

(h)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
required to be  obtained  or made by  Assignor in  connection  with the  execution,  delivery or  performance  by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and

(i)      Neither  Assignor  nor anyone  acting on its behalf has  offered,  transferred,  pledged,  sold or  otherwise  disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer,  pledge or other  disposition
of the Assigned  Loans,  or any  interest in the Assigned  Loans or otherwise  approached  or  negotiated  with respect to the Assigned
Loans,  or any  interest in the  Assigned  Loans with any Person in any manner,  or made any general  solicitation  by means of general
advertising or in any other manner,  or taken any other action which would  constitute a  distribution  of the Assigned Loans under the
Securities  Act of 1933,  as amended  (the "1933 Act") or which would  render the  disposition  of the  Assigned  Loans a violation  of
Section 5 of the 1933 Act or require registration pursuant thereto.


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


         (a)      Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;


         (b)      Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject.  The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;


         (c)      No consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any  governmental
entity is required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

         (d)      Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.

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


                  (a)      Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;


         (b)      Company  is duly  organized,  validly  existing  and in good  standing  under  the  laws of the  jurisdiction  of its
incorporation,  and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations  under
the Purchase Agreement;

(g)      Company has full corporate  power and authority to execute,  deliver and perform its  obligations  under this PAAR  Agreement,
                  and to consummate the transactions set forth herein.  The consummation of the transactions  contemplated by this PAAR
                  Agreement is in the ordinary  course of Company's  business and will not conflict with, or result in a breach of, any
                  of the terms,  conditions  or provisions of Company's  charter or by-laws or any legal  restriction,  or any material
                  agreement or instrument  to which  Company is now a party or by which it is bound,  or result in the violation of any
                  law,  rule,  regulation,  order,  judgment or decree to which  Company or its  property is  subject.  The  execution,
                  delivery  and  performance  by  Company  of this  PAAR  Agreement  and  the  consummation  by it of the  transactions
                  contemplated  hereby,  have been duly  authorized by all  necessary  corporate  action on part of Company.  This PAAR
                  Agreement has been duly executed and delivered by Company,  and, upon the due  authorization,  execution and delivery
                  by Assignor and Assignee,  will constitute the valid and legally binding obligation of Company,  enforceable  against
                  Company  in  accordance  with its terms  except as  enforceability  may be  limited  by  bankruptcy,  reorganization,
                  insolvency,  moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and
                  by general  principles of equity  regardless of whether  enforceability is considered in a proceeding in equity or at
                  law;

(h)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                  required to be obtained or made by Assignee in connection  with the execution,  delivery or performance by Company of
                  this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

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

(j)      Neither this AAR Agreement nor any certification,  statement,  report or other agreement,  document or instrument furnished or
                  to be  furnished  by the  Company  pursuant to this AAR  Agreement  contains or will  contain any  materially  untrue
                  statement  of fact or omits or will omit to state a fact  necessary  to make the  statements  contained  therein  not
                  misleading.


                  Recognition of Assignee

         6.       From and after the date hereof,  Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned  Loans in  accordance  with the Purchase  Agreement.  It is the  intention of  Assignor,  Company and Assignee  that this PAAR
Agreement  shall be binding upon and for the benefit of the respective  successors and assigns of the parties  hereto.  Neither Company
nor  Assignor  shall amend or agree to amend,  modify,  waiver,  or  otherwise  alter any of the terms or  provisions  of the  Purchase
Agreement  which  amendment,  modification,  waiver or other  alteration  would in any way affect the Assigned  Loans without the prior
written consent of Assignee.




                                            Miscellaneous

                  7.       All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:


         (a)      In the case of Company,

                  ____________________
                  ____________________
                  ____________________
                  ____________________
                  ____________________

                  With a copy to ______________________________________.

         (c)      In the case of Assignor,

                  ____________________
                  ____________________
                  ____________________
                  ____________________
                  ____________________

         (c)      In the case of Assignee,

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Raylene Ruyle
                  Telecopier No.:  (972) 444-2810

                  with a copy  to:

                  ___________________
                  383 Madison Avenue
                  New York, New York 10179
                  Attention: ___________
                  Telecopier No.:  (212) 272-____

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


         9.       This PAAR  Agreement  shall be  construed in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

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

         11.      This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Assignor,  Assignee or Company may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         12.      This PAAR Agreement shall survive the conveyance of the Assigned Loans,  the assignment of the Purchase  Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.

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

         14.      In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control.  In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.






                                            [Modification of Purchase Agreement

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

         (a)      The following definitions are added to Section 1.01 of the Purchase Agreement:

         Securities Administrator:  ________________________

         Supplemental PMI Insurer:  ________________________

         Supplemental PMI Policy:   The primary  guarantee  insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
         J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.

         Trustee:          ________________________

         (b)      The following definition is amended and restated:

         Insurance Proceeds:        Proceeds of any Primary Mortgage  Insurance Policy,  the Supplemental PMI Policy, any title policy,
         any hazard  insurance  policy or any other  insurance  policy  covering a Mortgage Loan or other related  Mortgaged  Property,
         including any amounts required to be deposited in the Custodial  Account pursuant to Section 4.04, to the extent such proceeds
         are not to be applied to the  restoration of the related  Mortgaged  Property or released to the Mortgagor in accordance  with
         Accepted Servicing Practices.

         (c)      The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:

         "In  connection  with its  activities  as servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the  Supplemental  PMI Insurer with  respect to the  Supplemental  PMI Policy and, in this  regard,  to take such
action as shall be necessary to permit recovery under any Supplemental  PMI Policy  respecting a defaulted  Mortgage Loan.  Pursuant to
Section 4.04,  any amounts  collected by the Company  under any  Supplemental  PMI Policy shall be deposited in the Custodial  Account,
subject to withdrawal pursuant to Section 4.05.

         In  accordance  with the  Supplemental  PMI Policy,  the Company shall  provide to the  Supplemental  PMI Insurer any required
information regarding the Mortgage Loans.

         The  Company  shall  provide to the  [Securities  Administrator]  on a monthly  basis via  computer  tape,  or other  mutually
acceptable format, the unpaid principal balance,  insurer certificate number,  lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the  Supplemental  PMI Policy.  In addition,  the Company  agrees to forward to the Purchaser
and the  [Securities  Administrator]  any  statements  or other  reports  given by the  Supplemental  PMI  Insurer to the  Servicer  in
connection with a claim under the Supplemental PMI Policy."

         (d)      Clause (vi) of Section 6.1 is amended to read as follows:

         "Company  ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]

         (e)      Section ____      Annual Statement as to Compliance.

         The Company  will  deliver to the Master  Servicer on or before  March 15 of each year,  beginning  with March 15,  200__,  an
Officers'  Certificate  stating  that (i) a  review  of the  activities  of the  Company  during  the  preceding  calendar  year and of
performance  under this  Agreement  has been made under such  officers'  supervision,  (ii) the  Company  has fully  complied  with the
provisions of this Agreement and (iii) to the best of such  officers'  knowledge,  based on such review,  the Company has fulfilled all
of its  obligations  under  this  Agreement  throughout  such  year,  or, if there has been a default  in the  fulfillment  of any such
obligation, specifying each such default known to such officer and the nature and status thereof.

         (f)      Section ____ Annual Certification.

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




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

                                                              EMC MORTGAGE CORPORATION
                                                              Assignor

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________


                                                              ____________________________________________
                                                              Assignee

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________


                                                              ____________________________________________
                                                              Company

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________




                                                EXHIBIT  ___

                                                     FORM OF COMPANY CERTIFICATION

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

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

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

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

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

         5.       I have disclosed to the Master Servicer's certified public accountants all significant  deficiencies  relating to the
Company's  compliance with the minimum  servicing  standards in accordance with a review conduced in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement and the AAR Agreement.

         Capitalized terms used but not defined herein have the meanings ascribed to them in the AAR Agreement.

Date:______________

_____________________
[Signature]
[Title]




                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE




                                                             ATTACHMENT 2

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT




                                                               EXHIBIT E

                                                         FORM OF TRIAL BALANCE




                                                               EXHIBIT G

                                             REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:      Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________


Pursuant to a Purchase,  Warranties and Servicing  Agreement (the "Agreement")  between the Company and the Purchaser,  the undersigned
hereby  certifies that he or she is an officer of the Company  requesting  release of the documents for the reason specified below. The
undersigned further certifies that:

(Check one of the items below)

_____    On  _________________,  the above captioned  mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be  escrowed.  The Company  hereby  certifies  that all amounts  with  respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.

_____    The above captioned loan is being  repurchased  pursuant to the terms of the Agreement.  The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.

_____    The above  captioned  loan is being  placed in  foreclosure  and the  original  documents  are  required  to proceed  with the
foreclosure action.  The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.

_____    Other (explain)

_______________________________________________________
_______________________________________________________

All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.

         Based on this  certification  and the  indemnities  provided for in the Agreement,  please release to the Company all original
mortgage documents in your possession relating to this loan.

Dated:_________________

By:________________________________
     Signature
    ___________________________________
         Title

Send documents to:         _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

         Purchaser  hereby  acknowledges  that all original  documents  previously  released on the above captioned  mortgage loan have
been returned and received by the Purchaser.


Dated:________________

By:________________________________
     Signature

    _______________________________
     Title



EXHIBIT H


                                                   COMPANY'S UNDERWRITING GUIDELINES




                                                               EXHIBIT I


                                                              TERM SHEET

         This TERM SHEET (the "Term  Sheet")  dated  [______],  between  Greenpoint  Mortgage  Funding,  Inc., a New York  corporation,
located at 100 Wood Hollow Drive,  Novato,  California  94945 (the  "Company") and EMC Mortgage  Corporation,  a Delaware  corporation,
located at Mac Arthur  Ridge II, 909 Hidden Ridge Drive,  Suite 200,  Irving,  Texas 75038 (the  "Purchaser")  is made  pursuant to the
terms and conditions of that certain  Purchase,  Warranties and Servicing  Agreement (the  "Agreement")  dated as of September 1, 2003,
between the Company and the Purchaser,  the provisions of which are incorporated  herein as if set forth in full herein,  as such terms
and conditions may be modified or supplemented  hereby.  All initially  capitalized  terms used herein unless  otherwise  defined shall
have the meanings ascribed thereto in the Agreement.

         The Purchaser  hereby  purchases from the Company and the Company hereby sells to the Purchaser,  all of the Company's  right,
title and interest in and to the Mortgage Loans  described on the Mortgage Loan Schedule  annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement,  as same may be supplemented or modified  hereby.  Hereinafter,
the Company shall service the Mortgage  Loans for the benefit of the Purchaser and all  subsequent  transferees  of the Mortgage  Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.

1.       Definitions

         For  purposes of the Mortgage  Loans to be sold  pursuant to this Term Sheet,  the  following  terms shall have the  following
meanings:

Aggregate Principal Balance
(as of the Cut-Off Date):

Closing Date:

Custodian:

Cut-off Date:

Initial Weighted Average
Mortgage Loan Remittance Rate:

Mortgage Loan:

Purchase Price Percentage:

Servicing Fee Rate:
Additional Closing Conditions:

In addition to the  conditions  specified in the  Agreement,  the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions:   [None].

Additional Loan Documents:

In addition to the contents of the Mortgage File specified in the Agreement,  the following  documents  shall be delivered with respect
to the Mortgage Loans:   [None]

[Additional] [Modification] of Representations and Warranties:

     [In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
     following additional representations and warranties with respect to the Mortgage Loans:  [None].  [Notwithstanding anything to
     the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation
     and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]


         Except as modified herein, Section ______ of the Agreement shall remain in full force and effect as of the date hereof.




                  IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.


                                    GREENPOINT MORTGAGE FUNDING, INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    EMC MORTGAGE CORPORATION


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                                              SCHEDULE I

                                                        MORTGAGE LOAN SCHEDULE




                                                               EXHIBIT J

                                                 RECONSTITUTED MORTGAGE LOAN REPORTING


  (a)        Servicer Mortgage Loan Number
  (b)        FNMA Mortgage Loan Number (if applicable)
  (c)        Lender/Seller Mortgage Loan Number         (if available)
  (d)        Scheduled Balance (scheduled end of month balance reporting to Master Servicer/Trustee)
  (e)        Actual Balance (actual end of month balance received from Mortgagor)
  (f)        Gross Rate (current gross rate)
  (g)        Net Rate (current passthrough)
  (h)        Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
  (i)        Delinquency Month (if available)
  (j)        Default Flag, i.e. FC, REO, etc. (if available)
  (k)        Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
  (l)        Foreclosure start date
  (m)        Foreclosure end date
  (n)        REO Property date
  (o)        With respect to Liquidated Mortgage Loans:
             (i)  amount of loss or gain (as applicable)
             (ii)  the date of the loss or gain.
             (iii)  the liquidation reason (paid in full or repurchased out of deal)
  (p)        Fannie's Laser Reporting
             (i)  Action Code (for default or paid off Mortgage Loans; i.e. 60, 65, etc.)
             (ii)  Action Date
             (iii)  Remit Prin (submitted principal amount)
             (iv)  Remit Int (submitted interest amount)
             (v)  Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual pool)






                                                         AMENDMENT NUMBER ONE
                                                                to the

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT

                                                      Dated as of January 1, 2006

                                                                between

                                                       EMC MORTGAGE CORPORATION,
                                                             as Purchaser

                                                                  and

                                                  GREENPOINT MORTGAGE FUNDING, INC.,
                                                              as Company

         This  AMENDMENT  NUMBER ONE (this  "Amendment")  is made and entered  into this 1st day of January,  2006,  by and between EMC
Mortgage  Corporation,  a Delaware corporation,  as purchaser (the "Purchaser") and GreenPoint Mortgage Funding,  Inc., as company (the
"Company") in connection  with the Purchase,  Warranties  and  Servicing  Agreement,  dated as of September 1, 2003,  between the above
mentioned parties (the "Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.

                                                               RECITALS

         WHEREAS,          the parties hereto have entered into the Agreement;

         WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;

         WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and

         NOW, THEREFORE,  in consideration of the premises and for other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

         1.       Capitalized  terms  used  herein  and not  defined  herein  shall  have the  meanings  assigned  to such terms in the
Agreement.

         2.       Article I of the Agreement is hereby amended  effective as of the date hereof by adding the following  definitions to
Section 1.01:

         Commission or SEC:  The Securities and Exchange Commission.

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

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

         Master Servicer:  With respect to any Securitization  Transaction,  the "master  servicer," if any,  identified in the related
transaction documents.

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

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

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

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

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

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

         Servicing  Criteria:  As of any date of  determination,  the "servicing  criteria" set forth in Item 1122(d) of Regulation AB,
or any  amendments  thereto,  a summary  of the  requirements  of which as of the date  hereof  is  attached  hereto  as  Exhibit M for
convenience  of  reference  only.  In the event of a  conflict  or  inconsistency  between  the terms of Exhibit M and the text of Item
1122(d) of  Regulation  AB, the text of Item 1122(d) of Regulation AB shall control (or those  Servicing  Criteria  otherwise  mutually
agreed to by the Purchaser,  the Company and any Person that will be responsible  for signing any Sarbanes  Certification  with respect
to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).

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

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

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

         3.       Article I of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  in its  entirety  the
definition of Subservicer in Section 1.01 and replacing it with the following:

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

         4.       Article I of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  in its  entirety  the
definition of Principal Prepayment in Section 1.01 and replacing it with the following:

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

         5.       Article III of the  Agreement  is hereby  amended  effective  as of the date hereof by  revising  Section  3.01(n) as
follows (new text underlined):

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

         6.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(p):

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

         7.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(q):

         (q)      If so requested  by the  Purchaser  or any  Depositor  on any date,  the Company  shall,  within five  Business  Days
following such request,  confirm in writing the accuracy of the  representations  and  warranties set forth in Section  3.01(p) of this
Section or, if any such  representation  and  warranty is not  accurate as of the date of such  request,  provide  reasonably  adequate
disclosure of the pertinent facts, in writing, to the requesting party.

         8.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(r):

         (r)      Notwithstanding  anything to the contrary in the Agreement,  the Company shall (or shall cause each  Subservicer  and
Third-Party  Originator  to) (i)  immediately  notify  the  Purchaser,  any Master  Servicer  and any  Depositor  in writing of (A) any
litigation or  governmental  proceedings  pending  against the Company,  any  Subservicer or any  Third-Party  Originator that could be
material to investors  in the  securities  issued in a  Pass-Through  Transfer,  (B) any  affiliations  or  relationships  that develop
following the closing date of a Pass-Through  Transfer  between the Company,  any Subservicer or any Third-Party  Originator and any of
the parties  specified in clause (7) of paragraph  (p) of this Section (and any other parties  identified in writing by the  requesting
party) with  respect to such  Pass-Through  Transfer,  (C) any Event of Default  under the terms of this  Agreement  or any  applicable
Reconstitution  Agreement  related thereto,  (D) any merger,  consolidation or sale of substantially  all of the assets of the Company,
and (E) the  Company's  entry into an agreement  with a  Subservicer  to perform or assist in the  performance  of any of the Company's
obligations under this Agreement or any  Reconstitution  Agreement and (ii) provide to the Purchaser and any Depositor a description of
such proceedings, affiliations or relationships.

         All notifications pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, TX 75067-3884
         Attention:  Conduit Seller Approval Dept.
         Facsimile:  (214) 626-3751
         Email:  sellerapproval@bear.com

         With a copy to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:

         EMC Mortgage Corporation
         Two Mac Arthur Ridge
         909 Hidden Ridge Drive, Suite 200
         Irving, TX 75038
         Attention:  Associate General Counsel for Loan Administration
         Facsimile:  (972) 831-2555

         With copies to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, TX 75067-3884
         Attention:  Conduit Seller Approval Dept.
         Facsimile:  (214) 626-3751
         Email:  sellerapproval@bear.com

         9.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(s):

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

         10.      Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.02(xx):

         With respect to each Mortgage  Loan,  information  regarding the borrower  credit files related to such Mortgage Loan has been
furnished  to credit  reporting  agencies in  compliance  with the  provisions  of the Fair  Credit  Reporting  Act and the  applicable
implementing regulations.

         11.      Article IV of the  Agreement is hereby  amended  effective as of the date hereof by adding this  paragraph  after the
first sentence of Section 4.01:

         In addition,  the Company  shall  furnish  information  regarding  the borrower  credit files related to such Mortgage Loan to
credit  reporting  agencies  in  compliance  with the  provisions  of the Fair Credit  Reporting  Act and the  applicable  implementing
regulations.

         12.      Article IV of the  Agreement is hereby  amended  effective as of the date hereof by deleting in its entirety the last
paragraph of Section 4.02 and replacing it with the following:

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

         13.      Article IV of the  Agreement is hereby  amended  effective  as of the date hereof by revising the first  paragraph of
Section 4.03 by adding the following after the first sentence:

         In  determining  the  delinquency  status of any Mortgage  Loan,  the Company  will use  delinquency  recognition  policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.

         14.      Article V of the  Agreement  is hereby  amended  effective  as of the date  hereof by  deleting  Section  5.02 in its
entirety and replacing it with the following:

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each month, in
the  Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an  individual  Mortgage  Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon
by both  Purchaser and Company,  and no later than the fifth  Business Day of the following  month in hard copy,  and shall contain the
following:

         (i)      with respect to each Mortgage Loan and each Monthly  Payment,  the amount of such  remittance  allocable to principal
(including a separate breakdown of any Principal  Prepayment,  including the date of such prepayment,  and any prepayment  penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)     with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)    with respect to each Mortgage  Loan,  the amount of servicing  compensation  received by the Company during the prior
distribution period;

         (iv)     the Stated Principal  Balance of each Mortgage Loan and the aggregate Stated Principal  Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;

         (v)      with respect to each Mortgage Loan, the current Mortgage Interest Rate;

         (vi)     with  respect  to each  Mortgage  Loan,  the  aggregate  amount of any  Insurance  Proceeds,  Condemnation  Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;

         (vii)    with  respect to each  Mortgage  Loan,  the  amount of any  Prepayment  Interest  Shortfalls  paid by the  Company in
accordance with Section 4.04(viii) during the prior distribution period;

         (viii)   the beginning and ending balances of the Custodial Account and Escrow Account;

         (ix)     the number of  Mortgage  Loans as of the first day of the  distribution  period and the last day of the  distribution
period;

         (x)      with respect to each Mortgage Loan, the Stated  Principal  Balance of each Mortgage Loan (a) delinquent as grouped in
the following  intervals  through final  liquidation  of such Mortgage  Loan: 30 to 59 days, 60 to 89 days, 90 days or more;  (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;

         (xi)     with respect to each  Mortgage  Loan,  the amount and severity of any realized  loss  following  liquidation  of such
Mortgage Loan;

         (xii)    with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,  the amount of any Monthly  Advances
made by the Company during the prior distribution period;

         (xiii)   with respect to each Mortgage Loan, a description of any Servicing  Advances made by the Company with respect to such
Mortgage  Loan  including the amount,  terms and general  purpose of such  Servicing  Advances,  and the aggregate  amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;

         (xiv)    with respect to each Mortgage Loan, a description of any Nonrecoverable  Advances made by the Company with respect to
such Mortgage  Loan  including the amount,  terms and general  purpose of such  Nonrecoverable  Advances,  and the aggregate  amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;

         (xv)     with respect to each Mortgage  Loan, a description of any Monthly  Advances,  Servicing  Advances and  Nonrecoverable
Advances  reimbursed to the Company with respect to such Mortgage Loan during the prior  distribution  period pursuant to Section 4.05,
and the  source  of  funds  for  such  reimbursement,  and the  aggregate  amount  of any  Monthly  Advances,  Servicing  Advances  and
Nonrecoverable  Advances  reimbursed to the Company for all Mortgage  Loans during the prior  distribution  period  pursuant to Section
4.05;

         (xvi)    with respect to any Mortgage Loan, a description of any material  modifications,  extensions or waivers to the terms,
fees,  penalties or payments of such Mortgage Loan during the prior distribution  period or that have cumulatively become material over
time;

         (xvii)   a  description  of any  material  breach of a  representation  or warranty  set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;

         (xviii)  with respect to each Mortgage Loan,  the Stated  Principal  Balance of any  substitute  Mortgage Loan provided by the
Company and the Stated Principal  Balance of any Mortgage Loan that has been replaced by a substitute  Mortgage Loan in accordance with
Section 3.03 herein;

         (xix)    with respect to each Mortgage Loan, the Stated  Principal  Balance of any Mortgage Loan that has been  repurchased by
the Company in accordance with Section 3.03 herein.

         In addition,  the Company  shall  provide to the Purchaser  such other  information  known or available to the Company that is
necessary in order to provide the  distribution  and pool  performance  information  as required  under Item 1121 of Regulation  AB, as
amended from time to time,  as determined by the  Purchaser in its sole  discretion.  The Company shall also provide a monthly  report,
in the form of Exhibit E hereto,  or such other form as is mutually  acceptable to the Company,  the Purchaser and any Master Servicer,
Exhibit F with  respect  to  defaulted  mortgage  loans and  Exhibit  P, with  respect to  realized  losses  and gains,  with each such
report.

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

         In addition,  not more than sixty (60) days after the end of each calendar  year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements  of applicable  federal
income tax law as to the aggregate of remittances for the applicable portion of such year.

         15.      Article VI of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  Section  6.04 in its
entirety and replacing it with the following:

         Section 6.04      Annual Statement as to Compliance; Annual Certification.

         (a)      The Company will deliver to the  Purchaser  and any Master  Servicer,  not later than March 1 of each  calendar  year
beginning in 2007, an Officers'  Certificate  acceptable to the Purchaser (an "Annual  Statement of  Compliance")  stating,  as to each
signatory  thereof,  that (i) a review of the  activities of the Company  during the preceding  calendar  year (or  applicable  portion
thereof)  and of  performance  under this  Agreement  or other  applicable  servicing  agreement  has been made  under  such  officers'
supervision and (ii) to the best of such officers'  knowledge,  based on such review,  the Company has fulfilled all of its obligations
under this Agreement or other  applicable  servicing  agreement in all material  respects  throughout such year (or applicable  portion
thereof),  or, if there has been a failure to fulfill any such obligation in any material  respect,  specifying each such failure known
to such  officer  and the  nature  and status of cure  provisions  thereof.  Such  Annual  Statement  of  Compliance  shall  contain no
restrictions  or  limitations on its use.  Copies of such statement  shall be provided by the Company to the Purchaser upon request and
by the  Purchaser  to any Person  identified  as a  prospective  purchaser  of the  Mortgage  Loans.  In the event that the Company has
delegated any servicing  responsibilities  with respect to the Mortgage Loans to a Subservicer,  the Company shall deliver an officer's
certificate  (an "Annual  Certification")  of the  Subservicer  as described  above as to each  Subservicer  as and when  required with
respect to the Company.

         (b)      With respect to any Mortgage Loans that are the subject of a Pass-Through  Transfer, by March 1 of each calendar year
beginning in 2007, an officer of the Company shall execute and deliver an Annual  Certification  to the Purchaser,  any Master Servicer
and any related  Depositor for the benefit of each such entity and such entity's  affiliates and the officers,  directors and agents of
any such entity and such entity's  affiliates,  in the form  attached  hereto as Exhibit L. In the event that the Company has delegated
any servicing  responsibilities with respect to the Mortgage Loans to a Subservicer,  the Company shall deliver an Annual Certification
of the Subservicer as described above as to each Subservicer as and when required with respect to the Company.

         (c)      If the Company  cannot  deliver the related Annual  Statement of Compliance or Annual  Certification  by March 1st of
such year, the Purchaser,  at its sole option,  may permit a cure period for the Company to deliver such Annual Statement of Compliance
or Annual Certification, but in no event later than March 10th of such year.

         Failure of the Company to timely  comply with this  Section 6.04 shall be deemed an Event of Default,  automatically,  without
notice and without any cure  period,  unless  otherwise  agreed to by the  Purchaser  as set forth in 6.04(c),  and  Purchaser  may, in
addition  to  whatever  rights  the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or equity or to  damages,  including
injunctive  relief and specific  performance,  terminate all the rights and  obligations of the Company under this Agreement and in and
to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the same,  as provided in Section  9.01.  Such
termination  shall be considered  with cause  pursuant to Section 10.01 of this  Agreement.  This paragraph  shall  supercede any other
provision in this Agreement or any other agreement to the contrary.


         16.      Article VI of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  Section  6.05 in its
entirety and replacing it with the following:

         Section 6.05      [Reserved]

         17.      Article VI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
6.07:

         Section 6.07      Assessment of Compliance with Servicing Criteria.

         On and after January 1, 2006,  the Company  shall  service and  administer,  and shall cause each  subservicer  to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With  respect to any  Mortgage  Loans that are the  subject of a  Pass-Through  Transfer,  the  Company  shall  deliver to the
Purchaser or its  designee,  any Master  Servicer and any  Depositor on or before March 1 of each  calendar  year  beginning in 2007, a
report (an "Assessment of Compliance")  reasonably  satisfactory to the Purchaser,  any Master Servicer and any Depositor regarding the
Company's  assessment of  compliance  with the Servicing  Criteria  during the preceding  calendar year as required by Rules 13a-18 and
15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB or as  otherwise  required by the Master  Servicer,  which as of the date
hereof, require a report by an authorized officer of the Company that contains the following:

         (a)      A statement by such officer of its responsibility for assessing  compliance with the Servicing Criteria applicable to
the Company;

         (b)      A statement by such officer that such officer used the  Servicing  Criteria to assess  compliance  with the Servicing
Criteria applicable to the Company;

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

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

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

         Such report at a minimum shall address each of the Servicing Criteria  specified on a certification  substantially in the form
of Exhibit O hereto delivered to the Purchaser concurrently with the execution of this Agreement.

         With respect to any Mortgage  Loans that are the subject of a  Pass-Through  Transfer,  on or before March 1 of each  calendar
year  beginning in 2007,  the Company shall furnish to the  Purchaser or its designee,  any Master  Servicer and any Depositor a report
(an  "Attestation  Report") by a registered  public  accounting firm that attests to, and reports on, the Assessment of Compliance made
by the Company,  as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise  required
by the Master Servicer,  which Attestation  Report must be made in accordance with standards for attestation  reports issued or adopted
by the Public Company Accounting Oversight Board.

         The Company shall cause each  Subservicer,  and each  Subcontractor  determined by the Company pursuant to Section 11.20 to be
"participating  in the servicing  function"  within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser,  any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Sections 6.07.

         If the Company  cannot  deliver the related  Assessment  of Compliance or  Attestation  Report by March 1st of such year,  the
Purchaser,  at its sole option,  may permit a cure period for the Company to deliver  such  Assessment  of  Compliance  or  Attestation
Report, but in no event later than March 10th of such year.

         Failure of the Company to timely  comply with this  Section 6.07 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  unless  otherwise agreed to by the Purchaser as described  herein,  and Purchaser may, in addition
to  whatever  rights the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or equity or to damages,  including  injunctive
relief and specific  performance,  terminate  all the rights and  obligations  of the Company  under this  Agreement  and in and to the
Mortgage Loans and the proceeds  thereof without  compensating  the Company for the same, as provided in Section 9.01. Such termination
shall be considered  with cause pursuant to Section 10.01 of this  Agreement.  This paragraph  shall  supercede any other  provision in
this Agreement or any other agreement to the contrary.

         18.      Article VI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
6.08:

         Section 6.08      Intent of the Parties; Reasonableness.

         The Purchaser and the Company  acknowledge and agree that a purpose of Sections  3.01(p),  5.02,  6.04, 6.07 and 11.18 of this
Agreement is to facilitate  compliance by the  Purchaser and any Depositor  with the  provisions of Regulation AB and related rules and
regulations  of the  Commission.  None of the  Purchaser,  any master  Servicer or any  Depositor  shall  exercise its right to request
delivery of information or other  performance  under these  provisions  other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission  thereunder.  The Company  acknowledges  that
interpretations  of the  requirements  of  Regulation AB may change over time,  whether due to  interpretive  guidance  provided by the
Commission or its staff,  consensus among participants in the asset-backed  securities markets,  advice of counsel,  or otherwise,  and
agrees to comply  with  requests  made by the  Purchaser  or any  Depositor  in good faith for  delivery  of  information  under  these
provisions on the basis of evolving  interpretations of Regulation AB. In connection with any Pass-Through  Transfer, the Company shall
cooperate  fully with the Purchaser to deliver to the Purchaser  (including any of its assignees or designees)  and any Depositor,  any
and all  statements,  reports,  certifications,  records and any other  information  necessary in the good faith  determination  of the
Purchaser or any Depositor to permit the Purchaser or such  Depositor to comply with the  provisions  of Regulation  AB,  together with
such disclosures relating to the Company, any Subservicer,  any Third-Party  Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.

         19.      Article IX of the Agreement is hereby  amended  effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following (new text underlined):

                  Then,  and in each and every such case, so long as an Event of Default shall not have been  remedied,  the Purchaser,
by notice in writing  to the  Company  (except  in the case of an Event of  Default  under  clauses  (iii),  (iv) or (v) above,  or as
otherwise stated herein,  in which case,  automatically  and without notice) may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages,  including injunctive relief and specific  performance,  terminate all
the rights and obligations of the Company (and if the Company is servicing any of the Mortgage Loans in a Securitization  Transaction,
appoint a successor servicer  reasonably  acceptable to any Master Servicer for such  Securitization  Transaction) under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same.

         20.      Article IX of the Agreement is hereby  amended  effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:

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

         21.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by  restating  Section  11.18 in its
entirety as follows:

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater  obligations  on the part of Company than are  contained  in this  Agreement.  Notwithstanding  anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set  forth  in  this  Agreement  as of the  settlement  or  closing  date  in  connection  with  such
Reconstitution (each, a "Reconstitution Date").

         In addition,  the Company  shall provide to such servicer or issuer,  as the case may be, and any other  participants  in such
Reconstitution:

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

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

         (iii)    within 5 Business Days after request by the Purchaser,  the  information  with respect to the Company (as originator)
and each  Third-Party  Originator  of the  Mortgage  Loans as required  under Item 1110(a) and (b) of  Regulation  AB, a summary of the
requirements  of which has of the date hereof is attached  hereto as Exhibit N for  convenience  of reference  only,  as  determined by
Purchaser in its sole discretion.  If requested by the Purchaser,  this will include  information about the applicable  credit-granting
or underwriting criteria;

         (iv)     within 5 Business Days after request by the  Purchaser,  the Company  shall  provide (or, as  applicable,  cause each
Third-Party  Originator  to provide) to the extent  reasonably  available to the Company  Static Pool  Information  with respect to the
mortgage loans (of a similar type as the Mortgage  Loans,  as reasonably  identified by the Purchaser as provided below) serviced by or
for the Company or any  Third-Party  Originator  and  originated by (i) the Company,  if the Company is an originator of Mortgage Loans
(including as an acquirer of Mortgage  Loans from a Qualified  Correspondent),  and/or (ii) each  Third-Party  Originator.  Such Static
Pool  Information  shall  be  prepared  by the  Company  (or  Third-Party  Originator)  on the  basis  of its  reasonable,  good  faith
interpretation  of the  requirements  of Item  1105(a)(1)-(3)  and (c) of Regulation AB for the period of time such Mortgage Loans were
serviced  by or for the Company (or  Third-Party  Originator).  To the extent  that there is  reasonably  available  to the Company (or
Third-Party  Originator)  Static Pool  Information  with respect to more than one mortgage  loan type,  the  Purchaser or any Depositor
shall be entitled to specify  whether some or all of such  information  shall be provided  pursuant to this  paragraph.  The content of
such Static Pool  Information may be in the form customarily  provided by the Company,  and need not be customized for the Purchaser or
any Depositor.  Such Static Pool  Information for each vintage  origination  year or prior  securitized  pool, as applicable,  shall be
presented in increments no less  frequently  than quarterly  over the life of the mortgage  loans  included in the vintage  origination
year or prior  securitized  pool. The most recent  periodic  increment must be as of a date no later than 135 days prior to the date of
the prospectus or other offering  document in which the Static Pool  Information is to be included or  incorporated  by reference.  The
Static Pool Information  shall be provided in an electronic format that provides a permanent record of the information  provided,  such
as a portable  document format (pdf) file, or other such electronic format  reasonably  required by the Purchaser or the Depositor,  as
applicable;

         (v)      within 5 Business  Days after  request by the  Purchaser,  information  with respect to the Company (as  servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit N for  convenience  of reference  only, as determined  by Purchaser in its sole  discretion.  In the event that the Company has
delegated  any  servicing  responsibilities  with  respect to the  Mortgage  Loans to a  Subservicer,  the  Company  shall  provide the
information required pursuant to this clause with respect to the Subservicer;

         (vi)     within 5 Business Days after request by the Purchaser,
                  (a)  information  regarding  any legal  proceedings  pending  (or known to be  contemplated)  against the Company (as
         originator and as servicer) and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1117 of
         Regulation AB, a summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit N for convenience
         of reference only, as determined by Purchaser in its sole discretion,
                  (b)  information  regarding  affiliations  with respect to the Company (as originator and as servicer) and each other
         originator  of the  Mortgage  Loans and each  Subservicer  as  required  by Item  1119(a) of  Regulation  AB, a summary of the
         requirements  of which as of the date hereof is attached  hereto as Exhibit N for convenience of reference only, as determined
         by Purchaser in its sole discretion, and
                  (c) information regarding  relationships and transactions with respect to the Company (as originator and as servicer)
         and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
         summary of the  requirements  of which as of the date  hereof is attached  hereto as Exhibit N for  convenience  of  reference
         only, as determined by Purchaser in its sole discretion;

         (vii)    if so requested by the Purchaser, the Company shall provide (or, as applicable,  cause each Third-Party Originator to
provide),  at the expense of the  requesting  party (to the extent of any  additional  incremental  expense  associated  with  delivery
pursuant to this Agreement),  such statements and agreed-upon  procedures letters of certified public accountants reasonably acceptable
to the  Purchaser  or  Depositor,  as  applicable,  pertaining  to Static  Pool  Information  relating to prior  securitized  pools for
securitizations  closed on or after  January  1, 2006 or, in the case of Static  Pool  Information  with  respect to the  Company's  or
Third-Party  Originator's  originations or purchases,  to calendar months commencing  January 1, 2006, or to any financial  information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably  request.  Such
statements  and  letters  shall be  addressed  to and be for the  benefit of such  parties as the  Purchaser  or such  Depositor  shall
designate,  which may include,  by way of example,  any Sponsor,  any Depositor and any broker dealer acting as underwriter,  placement
agent or initial  purchaser  with respect to a  Pass-Through  Transfer.  Any such  statement or letter may take the form of a standard,
generally applicable document  accompanied by a reliance letter authorizing  reliance by the addressees  designated by the Purchaser or
such Depositor;

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

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

         (x) In addition to such  information  as the Company,  as servicer,  is obligated to provide  pursuant to other  provisions of
this  Agreement,  not later than ten days prior to the  deadline for the filing of any  distribution  report on Form 10-D in respect of
any  Securitization  Transaction  that includes any of the Mortgage  Loans serviced by the Company or any  Subservicer,  the Company or
such Subservicer, as applicable,  shall, to the extent the Company or such Subservicer has knowledge,  provide to the party responsible
for filing such report  (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along
with all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):

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

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

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

         (xi) The Company shall provide to the Purchaser,  any Master Servicer and any Depositor,  evidence of the authorization of the
person signing any  certification or statement,  copies or other evidence of Fidelity Bond Insurance and Errors and Omission  Insurance
policy,  financial  information  and reports,  and such other  information  related to the Company or any Subservicer or the Company or
such Subservicer's performance hereunder.

         In the event of a conflict or  inconsistency  between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

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

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

         (ii) any breach by the  Company of its  obligations  under this  Section  11.18,  including  particularly  any  failure by the
Company,  any  Subservicer,  any  Subcontractor  or any  Third-Party  Originator  to deliver any  information,  report,  certification,
accountants'  letter or other material when and as required under this Section 11.18,  including any failure by the Company to identify
pursuant to Section 11.20 any  Subcontractor  "participating  in the servicing  function" within the meaning of Item 1122 of Regulation
AB;

         (iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing  furnished  pursuant
to Section  3.01(q)  and made as of a date prior to the  closing  date of the related  Pass-Through  Transfer,  to the extent that such
breach is not cured by such  closing  date,  or any breach by the  Company  of a  representation  or  warranty  in a writing  furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or

         (iv)     the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section
11.18.


                  If the  indemnification  provided for herein is unavailable or  insufficient  to hold harmless an Indemnified  Party,
then the Company  agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,
losses,  damages or liabilities  incurred by such Indemnified  Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.

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

                  This  indemnification  shall  survive the  termination  of this  Agreement  or the  termination  of any party to this
Agreement.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.

         22.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
11.20:

         Section 11.20. Use of Subservicers and Subcontractors.

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

         (b)      It shall not be necessary for the Company to seek the consent of the Purchaser,  any Master Servicer or any Depositor
to the utilization of any  Subservicer.  The Company shall cause any Subservicer  used by the Company (or by any  Subservicer)  for the
benefit of the Purchaser and any Depositor to comply with the  provisions  of this Section and with Sections  3.01(p),  3.01(s),  6.04,
6.07 and 11.18 of this Agreement to the same extent as if such  Subservicer were the Company,  and to provide the information  required
with respect to such  Subservicer  under Section  3.01(r) of this  Agreement.  The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser,  any Master Servicer and any Depositor any Annual  Statement of Compliance  required to be
delivered by such Subservicer  under Section 6.04(a),  any Assessment of Compliance and Attestation  Report required to be delivered by
such Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.

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

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the  meaning of Item 1122 of  Regulation  AB, the  Company  shall  cause any such  Subcontractor  used by the Company (or by any
Subservicer)  for the benefit of the  Purchaser  and any  Depositor to comply with the  provisions  of Sections  6.07 and 11.18 of this
Agreement to the same extent as if such  Subcontractor  were the Company.  The Company shall be  responsible  for  obtaining  from each
Subcontractor  and  delivering to the Purchaser and any Depositor any  Assessment of Compliance  and  Attestation  Report and the other
certificates  required to be  delivered  by such  Subservicer  and such  Subcontractor  under  Section  6.07,  in each case as and when
required to be delivered.

         23.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
11.21:

         Section 11.21. Third Party Beneficiary.

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

         24.      The  Agreement is hereby  amended as of the date hereof by deleting  Exhibit E in its entirety and  replacing it with
the following:




                                                                   EXHIBIT E

                                                       REPORTING DATA FOR MONTHLY REPORT

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

         25.      The Agreement is hereby amended as of the date hereof by adding the following new Exhibit F:


                                                                   EXHIBIT F

                                                       REPORTING DATA FOR DEFAULTED LOANS

                                               Standard File Layout – Delinquency Reporting

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


Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

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

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

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



Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

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




         26.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:




                                                                   EXHIBIT K

                                                      COMPANY'S OBLIGATIONS IN CONNECTION
                                                             WITH A RECONSTITUTION

         •        The Company  shall (i) possess the ability to service to a  securitization;  (ii) service on a  "Scheduled/Scheduled"
reporting  basis  (advancing  through the liquidation of an REO Property),  (iii) make  compensating  interest  payments on payoffs and
curtailments  and (iv) remit and report to a Master  Servicer in format  acceptable to such Master Servicer by the 10th calendar day of
each month.

         •        The Company shall provide an acceptable  annual  certification  (officer's  certificate)  to the Master  Servicer (as
required by the Sarbanes-Oxley  Act of 2002) as well as any other annual  certifications  required under the  securitization  documents
(i.e. the annual statement as to compliance/annual  independent  certified public accountants'  servicing report due by March 1 of each
year).

         •        The  Company  shall allow for the  Purchaser,  the Master  Servicer or their  designee to perform a review of audited
financials and net worth of the Company.

         •        The  Company  shall  provide  information  on each  Custodial  Account as  requested  by the Master  Servicer  or the
Purchaser,  and each  Custodial  Accounts  shall  comply with the  requirements  for such  accounts as set forth in the  securitization
documents.

         •        The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.



         27.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:




                                                                   EXHIBIT L

                                                         FORM OF COMPANY CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  COMPANY]  (the  "Company"),  certify  to  [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

                  I have reviewed the servicer compliance  statement of the Company provided in accordance with Item 1123 of Regulation
         AB (the "Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing criteria set forth
         in Item  1122(d) of  Regulation  AB (the  "Servicing  Criteria"),  provided in  accordance  with Rules 13a-18 and 15d-18 under
         Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and  Item  1122 of  Regulation  AB  (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered by the Company to the [Depositor] [Master Servicer] [Securities  Administrator]  [Trustee] pursuant to the Agreement
         (collectively, the "Company Servicing Information");

                  Based on my knowledge, the Company Servicing Information,  taken as a whole, does not contain any untrue statement of
         a material  fact or omit to state a material fact  necessary to make the  statements  made, in the light of the  circumstances
         under which such  statements  were made,  not misleading  with respect to the period of time covered by the Company  Servicing
         Information;

                  Based on my  knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the
         Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

                  I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and based on
         my knowledge  and the  compliance  review  conducted  in preparing  the  Compliance  Statement  and except as disclosed in the
         Compliance  Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under
         the Agreement in all material respects; and

The  Compliance  Statement  required to be  delivered by the Company  pursuant to this  Agreement,  and the  Servicing  Assessment  and
Attestation  Report  required to be provided by the Company and by any Subservicer and  Subcontractor  pursuant to the Agreement,  have
been  provided to the  [Depositor]  [Master  Servicer].  Any material  instances of  noncompliance  described in such reports have been
disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.

         28.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:




                                                               EXHIBIT M

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

NOTE: This Exhibit M is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit M and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1122(d)

(i)      General servicing considerations.

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

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

        (C)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

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

(ii)     Cash collection and administration.

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

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

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

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

        (E)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

        (F)      Unissued checks are safeguarded so as to prevent unauthorized access.

        (G)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(iii)    Investor remittances and reporting.

        (A)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

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

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

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

(iv)     Mortgage Loan administration.

        (A)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

        (B)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

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

        (D)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

        (E)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

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

        (G)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

        (H)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

        (I)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

        (J)      Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
(C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

        (K)      Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

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

        (M)      Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

        (N)      Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

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

         29.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:




                                                               EXHIBIT N

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

NOTE: This Exhibit N is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit N and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1105(a)(1)-(3) and (c)

         -Provide  static pool  information  with respect to mortgage loans that were  originated or purchased by the Company and which
are of the same type as the Mortgage Loans.

         -Provide static pool information  regarding  delinquencies,  cumulative  losses and prepayments for prior securitized pools of
the Company.

         -If the Company has less than 3 years  experience  securitizing  assets of the same type as the  Mortgage  Loans,  provide the
static pool  information by vintage  origination  years  regarding  loans  originated or purchased by the Company,  instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.

         -Such  static pool  information  shall be for the prior five years,  or for so long as the  Company  has been  originating  or
purchasing (in the case of data by vintage  origination  year) or securitizing  (in the case of data by prior  securitized  pools) such
mortgage loans if for less than five years.

         -The static pool information for each vintage  origination year or prior securitized  pool, as applicable,  shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.

         -Provide summary  information for the original  characteristics  of the prior securitized pools or vintage  origination years,
as applicable and material,  including:  number of pool assets, original pool balance,  weighted average initial loan balance, weighted
average  mortgage rate,  weighted  average and minimum and maximum FICO,  product type, loan purpose,  weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.


Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -a description of the Company's form of organization;

         -a description of how long the Company has been servicing  residential  mortgage loans; a general  discussion of the Company's
experience in servicing  assets of any type as well as a more detailed  discussion of the Company's  experience  in, and procedures for
the  servicing  function it will perform  under this  Agreement  and any  Reconstitution  Agreements;  information  regarding the size,
composition  and growth of the  Company's  portfolio of mortgage  loans of the type similar to the Mortgage  Loans and  information  on
factors  related  to the  Company  that may be  material  to any  analysis  of the  servicing  of the  Mortgage  Loans  or the  related
asset-backed securities,  as applicable,  including whether any default or servicing related performance trigger has occurred as to any
other  securitization due to any act or failure to act of the Company,  whether any material  noncompliance  with applicable  servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;

         -a  description  of any material  changes to the Company's  policies or  procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Company's  financial  condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved  in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Company's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and  interest  advances  made by the  Company on the  Mortgage  Loans and the
Company's overall servicing portfolio for the past three years; and

         -the Company's process for handling  delinquencies,  losses,  bankruptcies and recoveries,  such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1110(a)

         -Identify any originator or group of affiliated originators that originated,  or is expected to originate,  10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.


Item 1110(b)

         Provide the following  information with respect to any originator or group of affiliated  originators  that originated,  or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -the Company's form of organization; and

         -a  description  of the Company's  origination  program and how long the Company has been engaged in  originating  residential
mortgage  loans,  which  description  must include a discussion of the Company's  experience in originating  mortgage loans of the same
type as the Mortgage  Loans and  information  regarding  the size and  composition  of the Company's  origination  portfolio as well as
information  that may be material to an analysis of the performance of the Mortgage  Loans,  such as the Company's  credit-granting  or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.


Item 1117

         -describe any legal  proceedings  pending against the Company or against any of its property,  including any proceedings known
to be  contemplated  by  governmental  authorities,  that may be material to the holders of the securities  issued in the  Pass-Through
Transfer.


Item 1119(a)

         -describe  any  affiliations  of the Company,  each other  originator  of the  Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Pass-Through Transfer.


Item 1119(b)

         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the  Pass-Through  Transfer,  between the Company,  each other  originator of the Mortgage  Loans and each  Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Pass-Through Transfer.

Item 1119(c)

         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
Mortgage  Loans or the  Pass-Through  Transfer,  including  the material  terms and  approximate  dollar amount  involved,  between the
Company, each other originator of the Mortgage Loans and each Subservicer,  or their respective  affiliates and the sponsor,  depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.

         30.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:




                                                               EXHIBIT O

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

--------------------------------------------------------------------------------------------- -----------------------
                                     Servicing Criteria                                        Applicable Servicing
                                                                                                     Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures are instituted to monitor any performance
                        or other triggers and events of default in accordance with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If any material servicing activities are outsourced to third
                        parties, policies and procedures are instituted to monitor the
                        third party's performance and compliance with such servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any requirements in the transaction agreements to maintain a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions policy is in effect on the
                        party participating in the servicing function throughout the
                        reporting period in the amount of coverage required by and
                        otherwise in accordance with the terms of the transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments on mortgage loans are deposited into the appropriate
                        custodial bank accounts and related bank clearing accounts no more
                        than two business days following receipt, or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements made via wire transfer on behalf of an obligor or to
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees regarding collections, cash flows
                        or distributions, and any interest or other fees charged for such
                        advances, are made, reviewed and approved as specified in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The related accounts for the transaction, such as cash reserve
                        accounts or accounts established as a form of
                        overcollateralization, are separately maintained (e.g., with
                        respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each custodial account is maintained at a federally insured
                        depository institution as set forth in the transaction agreements.
                        For purposes of this criterion, "federally insured depository
                        institution" with respect to a foreign financial institution means
                        a foreign financial institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent unauthorized
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations are prepared on a monthly basis for all
                        asset-backed securities related bank accounts, including custodial
                        accounts and related bank clearing accounts. These reconciliations
                        are (A) mathematically accurate; (B) prepared within 30 calendar
                        days after the bank statement cutoff date, or such other number of
                        days specified in the transaction agreements; (C) reviewed and
                        approved by someone other than the person who prepared the
                        reconciliation; and (D) contain explanations for reconciling items.
                        These reconciling items are resolved within 90 calendar days of
                        their original identification, or such other number of days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports to investors, including those to be filed with the
                        Commission, are maintained in accordance with the transaction
                        agreements and applicable Commission requirements. Specifically,
                        such reports (A) are prepared in accordance with timeframes and
                        other terms set forth in the transaction agreements; (B) provide
                        information calculated in accordance with the terms specified in
                        the transaction agreements; (C) are filed with the Commission as
                        required by its rules and regulations; and (D) agree with
                        investors' or the trustee's records as to the total unpaid
                        principal balance and number of mortgage loans serviced by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors are allocated and remitted in accordance
                        with timeframes, distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements made to an investor are posted within two business
                        days to the Servicer's investor records, or such other number of
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts remitted to investors per the investor reports agree with
                        cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------
                                             Pool Asset Administration
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage loans is maintained as required
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any additions, removals or substitutions to the asset pool are
                        made, reviewed and approved in accordance with any conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments on mortgage loans, including any payoffs, made in
                        accordance with the related mortgage loan documents are posted to
                        the Servicer's obligor records maintained no more than two business
                        days after receipt, or such other number of days specified in the
                        transaction agreements, and allocated to principal, interest or
                        other items (e.g., escrow) in accordance with the related mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's records regarding the mortgage loans agree with the
                        Servicer's records with respect to an obligor's unpaid principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes with respect to the terms or status of an obligor's
                        mortgage loans (e.g., loan modifications or re-agings) are made,
                        reviewed and approved by authorized personnel in accordance with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss mitigation or recovery actions (e.g., forbearance plans,
                        modifications and deeds in lieu of foreclosure, foreclosures and
                        repossessions, as applicable) are initiated, conducted and
                        concluded in accordance with the timeframes or other requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records documenting collection efforts are maintained during the
                        period a mortgage loan is delinquent in accordance with the
                        transaction agreements. Such records are maintained on at least a
                        monthly basis, or such other period specified in the transaction
                        agreements, and describe the entity's activities in monitoring
                        delinquent mortgage loans including, for example, phone calls,
                        letters and payment rescheduling plans in cases where delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments to interest rates or rates of return for mortgage loans
                        with variable rates are computed based on the related mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding any funds held in trust for an obligor (such as escrow
                        accounts): (A) such funds are analyzed, in accordance with the
                        obligor's mortgage loan documents, on at least an annual basis, or
                        such other period specified in the transaction agreements; (B)
                        interest on such funds is paid, or credited, to obligors in
                        accordance with applicable mortgage loan documents and state laws;
                        and (C) such funds are returned to the obligor within 30 calendar
                        days of full repayment of the related mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments made on behalf of an obligor (such as tax or insurance
                        payments) are made on or before the related penalty or expiration
                        dates, as indicated on the appropriate bills or notices for such
                        payments, provided that such support has been received by the
                        servicer at least 30 calendar days prior to these dates, or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late payment penalties in connection with any payment to be
                        made on behalf of an obligor are paid from the servicer's funds and
                        not charged to the obligor, unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements made on behalf of an obligor are posted within two
                        business days to the obligor's records maintained by the servicer,
                        or such other number of days specified in the transaction
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies, charge-offs and uncollectible accounts are
                        recognized and recorded in accordance with the transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any external enhancement or other support, identified in Item
                        1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)          as set forth in the transaction agreements.
-----------------------                                                                       -----------------------

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



                                                     [NAME OF COMPANY] [NAME OF SUBSERVICER]


                                                     Date:    _________________________



                                                     By:      _________________________
                                                     Name:
                                                     Title:


         31.      The Agreement is hereby amended as of the date hereof by adding the following new Exhibit P:




                                                                   EXHIBIT P

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE:  Do not net or combine items.  Show all expenses individually and all credits as separate line items.  Claim packages
         are due on the remittance report date.  Late submissions may result in claims not being passed until the following month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


                           The numbers on the 332 form correspond with the numbers listed below.

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

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

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

         4-12.    Complete as applicable.  Required documentation:

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

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

                   *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

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

                  *  REO repairs > $1500 require explanation

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

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

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         Credits:

         14-21.   Complete as applicable.  Required documentation:

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

                     Letter of Proceeds Breakdown.

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

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

         22.      The total of lines 14 through 21.

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

         Total Realized Loss (or Amount of Any Gain)
         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________
----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


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

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $________________(1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              _________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                                $_______________(13)
         Credits:
         (14) Escrow Balance                                                    $_______________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                     $_______________(22)
         Total Realized Loss (or Amount of Gain)                                $_______________(23)


Escrow Disbursement Detail


------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

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

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

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

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

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

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

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

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

         32.      Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.

         33.      This  Amendment may be executed by one or more of the parties  hereto on any number of separate  counterparts  and of
said counterparts taken together shall be deemed to constitute one and the same instrument.

                                                       [SIGNATURE PAGES FOLLOW]





         IN WITNESS WHEREOF,  the following parties have caused their names to be signed hereto by their respective  officers thereunto
duly authorized as of the day and year first above written.
                                                              EMC MORTGAGE CORPORATION,
                                                                       as Purchaser

                                                              By:_______________________________________
                                                              Name:
                                                              Title:


                                                              GREENPOINT MORTGAGE FUNDING, INC.,
                                                                       as Company

                                                              By:________________________________________
                                                              Name:
                                                              Title:




                                                                                                                            EXHIBIT H-7



                                                                HOMEBANC SERVICING AGREEMENT

                                                                  (Provided Upon Request)







                                                                                                                            EXHIBIT H-8




                                                       EMC MORTGAGE CORPORATION
                                                              Purchaser,



                                                    HSBC MORTGAGE CORPORATION (USA)

                                                               Company,

                                                         AMENDED AND RESTATED
                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT

                                                     Dated as of September 1, 2005





                                              (Fixed and Adjustable Rate Mortgage Loans)



                                                           TABLE OF CONTENTS

                                                               ARTICLE I


Section 1.01     Defined Terms............................................................................2

                                                              ARTICLE II

Section 2.01     Agreement to Purchase....................................................................14
Section 2.02     Purchase Price...........................................................................15
Section 2.03     Servicing of Mortgage Loans..............................................................15
Section 2.04     Record Title and Possession of Mortgage Files;
                         Maintenance of Servicing Files...................................................15
Section 2.05     Books and Records........................................................................16
Section 2.06     Transfer of Mortgage Loans...............................................................17
Section 2.07     Delivery of Mortgage Loan Documents......................................................17
Section 2.08     Quality Control Procedures...............................................................19
Section 2.09     Near-term Principal Prepayments; Near Term Payment Defaults..............................19
Section 2.10     Modification of Obligations..............................................................19

                                                              ARTICLE III

Section 3.01     Representations and Warranties of the Company............................................21
Section 3.02     Representations and Warranties as to
                         Individual Mortgage Loans........................................................24
Section 3.03     Repurchase; Substitution.................................................................33
Section 3.04     Representations and Warranties of the Purchaser..........................................35

                                                              ARTICLE IV

Section 4.01     Company to Act as Servicer...............................................................36
Section 4.02     Collection of Mortgage Loan Payments.....................................................39
Section 4.03     Realization Upon Defaulted Mortgage Loans................................................40
Section 4.04     Establishment of Custodial Accounts;
                         Deposits in Custodial Accounts...................................................41
Section 4.05     Permitted Withdrawals from the
                         Custodial Account................................................................42
Section 4.06     Establishment of Escrow Accounts;
                         Deposits in Escrow Accounts......................................................43
Section 4.07     Permitted Withdrawals From Escrow Account................................................44
Section 4.08     Payment of Taxes, Insurance and Other
                         Charges; Maintenance of Primary Mortgage
                          Insurance Policies; Collections Thereunder......................................45
Section 4.09     Transfer of Accounts.....................................................................46
Section 4.10     Maintenance of Hazard Insurance..........................................................46
Section 4.11     Maintenance of Mortgage Impairment
                         Insurance Policy.................................................................47
Section 4.12     Fidelity Bond, Errors and Omissions
                        Insurance.........................................................................48
Section 4.13    Title, Management and Disposition of REO  Property........................................48
Section 4.14     Notification of Maturity Date............................................................50

                                                               ARTICLE V

Section 5.01     Distributions............................................................................50
Section 5.02     Statements to the Purchaser..............................................................51
Section 5.03     Monthly Advances by the Company..........................................................53
Section 5.04     Liquidation Reports......................................................................53

                                                              ARTICLE VI

Section 6.01     Assumption Agreements....................................................................53
Section 6.02     Satisfaction of Mortgages and Release
                         of Mortgage Files................................................................54
Section 6.03     Servicing Compensation...................................................................55
Section 6.04     Annual Statement as to Compliance........................................................56
Section 6.05     Annual Independent Certified Public
                         Accountants' Servicing Report....................................................56
Section 6.06     Purchaser's Right to Examine Company Records.............................................56

                                                              ARTICLE VII

Section 7.01      Company Shall Provide Information as Reasonably
                          Required........................................................................57

                                                             ARTICLE VIII

Section 8.01     Indemnification; Third Party Claims......................................................58
Section 8.02     Merger or Consolidation of the Company...................................................58
Section 8.03     Limitation on Liability of the Company and Others........................................59
Section 8.04     Company Not to Assign or Resign..........................................................59
Section 8.05     No Transfer of Servicing.................................................................59

                                                              ARTICLE IX

Section 9.01     Events of Default........................................................................61
Section 9.02     Waiver of Defaults.......................................................................62

                                                               ARTICLE X

Section 10.01     Termination.............................................................................62
Section 10.02     Termination without cause...............................................................63

                                                              ARTICLE XI

Section 11.01     Successor to the Company................................................................63
Section 11.02     Amendment...............................................................................64
Section 11.03     Recordation of Agreement................................................................65
Section 11.04     Governing Law...........................................................................65
Section 11.05     Notices.................................................................................65
Section 11.06     Severability of Provisions..............................................................66
Section 11.07     Exhibits................................................................................66
Section 11.08     General Interpretive Principles.........................................................66
Section 11.09     Reproduction of Documents...............................................................67
Section 11.10     Confidentiality of Information..........................................................67
Section 11.11     Recordation of Assignment of Mortgage...................................................67
Section 11.12     Assignment by Purchaser.................................................................68
Section 11.13     No Partnership..........................................................................68
Section 11.14     Execution: Successors and Assigns.......................................................68
Section 11.15     Entire Agreement........................................................................68
Section 11.16     No Solicitation.........................................................................68
Section 11.17     Closing.................................................................................69
Section 11.18     Cooperation of Company with Reconstitution..............................................70
Section 11.19     Monthly Reporting with Respect to a Reconstitution......................................

EXHIBITS
   A                    Contents of Mortgage File
   B                    Custodial Account Letter Agreement
   C                    Escrow Account Letter Agreement
   D                    Form of Assignment, Assumption and Recognition Agreement
   E                    Form of Trial Balance
   F                    [reserved]
   G                    Request for Release of Documents and Receipt
   H                    Company's Underwriting Guidelines
   I                    Form of Term Sheet
   J                    Reconstituted Mortgage Loan Reporting




         This is an Amended and Restated  Purchase,  Warranties and Servicing  Agreement,  dated as of September 1, 2005,  which amends
and restates the Purchase,  Warranties and Servicing  Agreement,  originally dated May 1, 2002, each between EMC MORTGAGE  CORPORATION,
as Purchaser,  with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive,  Suite 200, Irving,  Texas 75038 (the  "Purchaser")
and HSBC Mortgage Corporation (USA), with offices located at 2929 Walden Avenue, Depew, New York 14043 (the "Company").

                                                         W I T N E S S E T H :

         WHEREAS,  the Purchaser has heretofore  agreed to purchase from the Company and the Company has  heretofore  agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;

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

         WHEREAS,  the Purchaser and the Company wish to prescribe the  representations  and  warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;

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



                                                               ARTICLE I

                                                              DEFINITIONS

         Section 1.01  Defined Terms.

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

         Accepted Servicing  Practices:  With respect to any Mortgage Loan, those mortgage servicing  practices  (including  collection
procedures)  of prudent  mortgage  banking  institutions  which  service  mortgage  loans of the same type as such Mortgage Loan in the
jurisdiction  where the related  Mortgaged  Property is located,  and which are in accordance  with Fannie Mae servicing  practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.

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

         Agreement:  This  Purchase,  Warranties  and  Servicing  Agreement  including  all  exhibits  hereto,  amendments  hereof  and
supplements hereto.

         Appraised  Value:  With respect to any Mortgaged  Property,  the lesser of (i) the value thereof as determined by an appraisal
made for the  originator  of the Mortgage  Loan at the time of  origination  of the Mortgage  Loan by an appraiser  who met the minimum
requirements  of Fannie Mae and FHLMC,  and (ii) the purchase price paid for the related  Mortgaged  Property by the Mortgagor with the
proceeds of the Mortgage Loan,  provided,  however,  in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is
based  solely upon the value  determined  by an appraisal  made for the  originator  of such  Refinanced  Mortgage  Loan at the time of
origination  of such  Refinanced  Mortgage Loan by an appraiser who met the minimum  requirements  of FANNIE MAE and FHLMC.  However in
the case of a mortgage  made on property in New York State  value will  always be  determined  by the  appraisal  for  determining  any
requirement for primary mortgage insurance only.

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

         BIF:  The Bank Insurance Fund, or any successor thereto.

         Business  Day: Any day other than:  (i) a Saturday or Sunday,  or (ii) a legal holiday in the State of New York or (iii) a day
on which banks in the State of New York are authorized or obligated by law or executive order to be closed.


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

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

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

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

         Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

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

         Company: HSBC Mortgage Corporation (USA), their successors in interest and assigns, as permitted by this Agreement.

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

         Confirmation:  The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.

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

         Co-op Lease:  With respect to a Co-op Loan,  the lease with respect to a dwelling  unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.

         Co-op  Loan:  A Mortgage  Loan  secured by the pledge of stock  allocated  to a  dwelling  unit in a  residential  cooperative
housing corporation and a collateral assignment of the related Co-op Lease.

         Credit Score: The credit score of the Mortgagor provided by Fair, Isaac & Company,  Inc. or such other organization  providing
credit scores as per HSBC underwriting/program guidelines in affect at the time of the origination of a Mortgage Loan.

         Current Appraised Value:   With respect to any Mortgaged  Property,  the value thereof as determined by an appraisal  made for
the Company (by an appraiser who met the  requirements  of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of
canceling a Primary  Mortgage  Insurance  Policy in accordance with federal,  state and local laws and regulations or otherwise made at
the request of the Company or Mortgagor.

         Current LTV:      The  ratio of the  Stated  Principal  Balance  of a  Mortgage  Loan to the  Current  Appraised  Value of the
Mortgaged Property.

         Custodial  Account:  Each separate demand account or accounts  created and maintained  pursuant to Section 4.04 which shall be
entitled  "[_____________________],  in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in
an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

         Custodian:  With respect to any Mortgage  Loan,  the entity stated on the related Term Sheet,  and its successors and assigns,
as custodian for the Purchaser.

         Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

         Determination  Date:  The 15th day (or if such 15th day is not a Business  Day, the Business Day  immediately  preceding  such
15th day) of the month of the related Remittance Date.

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

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

         Eligible Account:  An account established and maintained:  (i) within FDIC insured accounts created,  maintained and monitored
by the Company so that all funds deposited  therein are fully insured,  or (ii) as a trust account with the corporate trust  department
of a  depository  institution  or trust  company  organized  under the laws of the  United  States of  America or any one of the states
thereof or the District of Columbia which is not  affiliated  with the Company (or any  sub-servicer)  or (iii) with an entity which is
an institution  whose deposits are insured by the FDIC, the unsecured and  uncollateralized  long-term debt  obligations of which shall
be rated "A2" or higher by  Standard & Poor's and "A" or higher by Fitch,  Inc.  or one of the two  highest  short-term  ratings by any
applicable Rating Agency, and which is either (a) a federal savings  association duly organized,  validly existing and in good standing
under the federal banking laws, (b) an institution duly organized,  validly existing and in good standing under the applicable  banking
laws of any state, (c) a national banking  association under the federal banking laws, or (d) a principal  subsidiary of a bank holding
company,  or (iv) if ownership of the Mortgage Loans is evidenced by  mortgaged-backed  securities,  the equivalent required ratings of
each Rating  Agency,  and held such that the rights of the  Purchaser  and the owner of the  Mortgage  Loans  shall be fully  protected
against the claims of any creditors of the Company (or any  sub-servicer)  and of any creditors or  depositors  of the  institution  in
which such account is maintained or (v) in a separate  non-trust  account without FDIC or other  insurance in an Eligible  Institution.
In the event that a Custodial  Account is  established  pursuant to clause (iii),  (iv) or (v) of the preceding  sentence,  the Company
shall provide the Purchaser  with written notice on the Business Day following the date on which the  applicable  institution  fails to
meet the applicable ratings requirements.

         Eligible  Institution:  An institution  having (i) the highest  short-term debt rating,  and one of the two highest  long-term
debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account,  an unsecured  long-term debt rating of at least one
of the two highest unsecured long-term debt ratings of each Rating Agency.

         Equity  Take-Out  Refinanced  Mortgage  Loan:  A  Refinanced  Mortgage  Loan the  proceeds  of  which  were in  excess  of the
outstanding  principal  balance of the  existing  mortgage  loan as defined  in the HSBC  underwriting  manual in effect at the time of
origination.

         Escrow  Account:  Each  separate  trust  account or accounts  created and  maintained  pursuant to Section 4.06 which shall be
entitled  "__________________,  in trust for the  [Purchaser],  Owner of Adjustable  Rate Mortgage Loans,  and various  Mortgagors" and
shall be established in an Eligible  Account,  in the name of the Person that is the "Purchaser"  with respect to the related  Mortgage
Loans.

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

         Event of Default:  Any one of the conditions or circumstances enumerated in Section 9.01.

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

         Fannie Mae  Guide(s):  The Fannie  Mae  Selling  Guide and the Fannie Mae  Servicing  Guide and all  amendments  or  additions
thereto.

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

         FHLMC:  The Federal Home Loan Mortgage Corporation, or any successor thereto.

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

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

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

         First  Remittance  Date:  With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.

         GAAP:  Generally accepted accounting principles, consistently applied.

         HUD:  The United States Department of Housing and Urban Development or any successor.

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

         Initial Rate Cap: As to each  adjustable  rate  Mortgage  Loan,  where  applicable,  the  maximum  increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.

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

         Interest  Only  Mortgage  Loan:  A Mortgage  Loan that  requires  payment of interest  for a period of time  specified  on the
related  Mortgage  Note during the  interest-only  period  followed by full  amortization  of the  remaining  balance for the remaining
duration of the loan.

         Lifetime  Rate Cap: As to each  adjustable  rate  Mortgage  Loan,  the maximum  Mortgage  Interest  Rate over the term of such
Mortgage Loan.

         Liquidation  Proceeds:  Cash received in connection  with the  liquidation of a defaulted  Mortgage Loan,  whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

         Loan-to-Value  Ratio or LTV: With respect to any Mortgage  Loan,  the ratio of the original  outstanding  principal  amount of
the  Mortgage  Loan,  to the lower of the  Appraised  Value or the Sales Price of the  Mortgaged  Property.  However,  in the case of a
mortgage made on property in New York State,  value will always be determined by the appraisal  for  determining  any  requirement  for
primary mortgage insurance only.

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

         MERS:  Mortgage Electronic Registration System, Inc., a subsidiary of MERSCORP, Inc.


         MERS Mortgage Loan:  Any Mortgage Loan registered with MERS on the MERS® System.


         MERS® System:  The electronic mortgage registration system maintained by MERS.

         MIN:  The Mortgage Identification Number for any MERS Mortgage Loan.

         MOM Mortgage:  A Mortgage Loan naming MERS as the original mortgagee on the mortgage security instrument.

         Monthly Advance:  The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.

         Monthly  Payment:  The  scheduled  monthly  payment of principal  (if  applicable)  and  interest on a Mortgage  Loan which is
payable by a Mortgagor under the related Mortgage Note.

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

         Mortgage File:  The mortgage  documents  pertaining to a particular  Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.

         Mortgage Impairment Insurance Policy:  A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.

         Mortgage  Interest Rate: The annual rate at which  interest  accrues on any Mortgage Loan,  which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.

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

         Mortgage Loan Documents:  The documents listed in Exhibit A.

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

         Mortgage Loan  Schedule:  The schedule of Mortgage  Loans annexed to the related Term Sheet,  such schedule  setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:

         (1)      the Company's Mortgage Loan identifying number;

         (2)      the Mortgagor's first and last name;

         (3)      the street address of the Mortgaged Property including the city, state and zip code;

         (4)      a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

         (5)      the type of residential property constituting the Mortgaged Property;

         (6)      the original months to maturity of the Mortgage Loan;

         (7)      the  remaining  months to maturity  from the  related  Cut-off  Date,  based on the  original  amortization  schedule  and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;

         (8)      the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;

         (9)      the Mortgage  Interest Rate as of origination  and as of the related  Cut-off Date;  with respect to each  adjustable
rate Mortgage Loan, the initial  Adjustment Date, the next Adjustment Date  immediately  following the related Cut-off Date, the Index,
the Margin,  the Initial Rate Cap, if any,  Periodic Rate Cap, if any, minimum  Mortgage  Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;

         (10)     the Origination Date of the Mortgage Loan;

         (11)     the stated maturity date;

         (12)     the amount of the Monthly Payment at origination;

         (13)     the amount of the Monthly Payment as of the related  Cut-off Date;

         (14)     the original principal amount of the Mortgage Loan;

         (15)     the scheduled Stated Principal  Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;

         (16) a code  indicating  the  purpose  of the  Mortgage  Loan  (i.e.,  purchase,  rate and  term  refinance,  equity  take-out
refinance);

         (17) a code indicating the documentation style (i.e. full, alternative, etc.);

         (18)     the number of times during the twelve (12) month period  preceding the related  Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;

         (19)     the date on which the first payment is or was due;

         (20)     a code indicating  whether or not the Mortgage Loan is the subject of a Primary Mortgage  Insurance Policy and the name of the
                  related insurance carrier;

         (21)     a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;

         (22)     the last Due Date on which a Monthly  Payment was actually  applied to the unpaid  principal  balance of the Mortgage
Loan.

         (23)     product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);

         (24)     credit score and/or mortgage score, if applicable;

         (25)     a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy;

         (26)     a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;

         (27)     the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;

         (28)     for any Mortgage  Loan  originated  in the State of New Jersey prior to July 7, 2004,  whether such  Mortgage  Loan is a "Home
Loan", "Covered Home Loan",  "Manufactured Housing" or "Home Improvement Loan" as defined in the New Jersey Home Ownership Security Act
of 2002; and

         (29)     whether the Mortgage Loan has a mandatory arbitration clause;

         (30)     a code indicating whether the Mortgage Loan is a MERS Mortgage Loan;

         (31)     MERS #, if applicable.

         With respect to the Mortgage Loans in the aggregate,  the Mortgage Loan Schedule  attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:

         (1)      the number of Mortgage Loans;

         (2)      the current aggregate outstanding principal balance of the Mortgage Loans;

         (3)      the weighted average Mortgage Interest Rate of the Mortgage Loans;

         (4)      the weighted average maturity of the Mortgage Loans; and

         (5)      the weighted average months to next Adjustment Date;

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

         Mortgaged  Property:  The underlying  real property  securing  repayment of a Mortgage Note,  consisting of a single parcel of
real  estate  considered  to be real  estate  under the laws of the state in which  such real  property  is located  which may  include
condominium  units and planned  unit  developments,  improved by a  residential  dwelling;  except that with  respect to real  property
located in jurisdictions in which the use of leasehold estates for residential  properties is a widely-accepted  practice,  a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.

         Mortgagor:  The obligor on a Mortgage Note.

         OCC:  Office of the Comptroller of the Currency, its successors and assigns.

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

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an  employee  of the party on behalf of whom the  opinion is
being given, reasonably acceptable to the Purchaser.

         Origination  Date: The date on which a Mortgage Loan funded,  which date shall not, in connection  with a Refinanced  Mortgage
Loan,  be the date of the funding of the debt being  refinanced,  but rather the closing of the debt  currently  outstanding  under the
terms of the Mortgage Loan Documents.

         OTS:  Office of Thrift Supervision, its successors and assigns.

         Periodic Rate Cap: As to each  adjustable rate Mortgage Loan, the maximum  increase or decrease in the Mortgage  Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.

         Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and obligations  fully  guaranteed by the United States of America or any agency or
                  instrumentality  of the United States of America the  obligations of which are backed by the full faith and credit of
                  the United States of America;

         (ii)  (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
     company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
     examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
     and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
     investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
     Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;


                  (iii)  repurchase  obligations  with a term not to exceed  thirty  (30)  days and with  respect  to (a) any  security
                  described in clause (i) above and entered into with a depository  institution or trust company  (acting as principal)
                  described in clause (ii)(a) above;

                  (iv) securities  bearing interest or sold at a discount issued by any corporation  incorporated under the laws of the
                  United  States of America or any state  thereof that are rated in one of the two highest  rating  categories  by each
                  Rating Agency at the time of such  investment or  contractual  commitment  providing for such  investment;  provided,
                  however,  that securities issued by any particular  corporation will not be Permitted  Investments to the extent that
                  investments  therein will cause the then outstanding  principal  amount of securities  issued by such corporation and
                  held as Permitted  Investments to exceed 10% of the aggregate  outstanding  principal balances of all of the Mortgage
                  Loans and Permitted Investments;

                  (v) commercial paper  (including both  non-interest-bearing  discount  obligations and  interest-bearing  obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by each Rating Agency at the time of such investment;

                  (vi) any other  demand,  money market or time  deposit,  obligation,  security or  investment as may be acceptable to
                  each Rating Agency as evidenced in writing by each Rating Agency; and

                  (vii) any money market funds the collateral of which consists of  obligations  fully  guaranteed by the United States
                  of America or any agency or  instrumentality  of the United States of America the  obligations of which are backed by
                  the full faith and credit of the United  States of America  (which  may  include  repurchase  obligations  secured by
                  collateral  described  in clause (i)) and other  securities  and which money market funds are rated in one of the two
                  highest rating categories by each Rating Agency.

provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest  payments with respect to the obligations  underlying such instrument or if such security provides for payment of
both  principal  and  interest  with a yield to maturity in excess of 120% of the yield to  maturity  at par or if such  investment  or
security is purchased at a price greater than par.

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

         Prepayment  Interest  Shortfall:  With  respect to any  Remittance  Date,  for each  Mortgage  Loan that was the  subject of a
Principal  Prepayment  during the related  Prepayment  Period,  an amount equal to the excess of one month's interest at the applicable
Mortgage Loan  Remittance Rate on the amount of such Principal  Prepayment  over the amount of interest  (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.

         Prepayment Period:         With  respect  to any  Remittance  Date,  the  calendar  month  preceding  the month in which  such
Remittance Date occurs.

         Primary  Mortgage  Insurance  Policy:  Each  primary  policy of mortgage  insurance  represented  to be in effect  pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.

         Prime Rate:  The prime rate  announced  to be in effect from time to time as  published as the average rate in the Wall Street
Journal (Northeast Edition).

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

         Purchase Price:  As defined in Section 2.02.

         Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

         Qualified  Appraiser:  An appraiser who had no interest,  direct or indirect in the Mortgaged  Property or in any loan made on
the security  thereof,  and whose  compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser
and the  appraisal  made by such  appraiser  both  satisfy  the  requirements  of Title XI of FIRREA  and the  regulations  promulgated
thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was originated.

         Qualified  Insurer:  An  insurance  company  duly  qualified  as such  under the laws of the  states  in which  the  Mortgaged
Properties are located,  duly  authorized and licensed in such states to transact the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.

         Rating  Agency:  Standard & Poor's,  Fitch,  Inc. or, in the event that some or all of the ownership of the Mortgage  Loans is
evidenced by  mortgage-backed  securities,  the nationally  recognized rating agencies issuing ratings with respect to such securities,
if any.

         Refinanced  Mortgage  Loan:  A Mortgage  Loan which was made to a  Mortgagor  who owned the  Mortgaged  Property  prior to the
origination of such Mortgage Loan and the proceeds of which are not in excess of the existing first  mortgage,  as outlined in the HSBC
Underwriting Guidelines in effect at the time of origination.

         REMIC:  A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.

         REMIC Provisions:  The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.

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

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

         REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.

         REO Property:  A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.

         Repurchase  Price:  With  respect  to any  Mortgage  Loan,  a price  equal to (i) the  product  of the  greater of 100% or the
percentage of par as stated in the  Confirmation  multiplied by the Stated  Principal  Balance of such Mortgage Loan on the  repurchase
date, plus (ii) interest on such  outstanding  principal  balance at the Mortgage Loan Remittance Rate from the last date through which
interest has been paid and  distributed to the Purchaser to the end of the month of repurchase,;  less amounts  received or advanced in
respect of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

         SAIF:  The Savings Association Insurance Fund, or any successor thereto.

         Sales Price:      With  respect to any Mortgage  Loan the proceeds of which were used by the  Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.

         Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of pocket"  costs and expenses  (including  reasonable
attorneys'  fees and  disbursements)  incurred in the  performance  by the Company of its  servicing  obligations,  including,  but not
limited  to,  the  cost  of (a)  the  preservation,  restoration  and  protection  of the  Mortgaged  Property,  (b)  any  enforcement,
administrative or judicial  proceedings,  or any legal work or advice specifically  related to servicing the Mortgage Loans,  including
but not limited to,  foreclosures,  bankruptcies,  condemnations,  drug seizures,  elections,  foreclosures  by subordinate or superior
lienholders,  and other legal actions  incidental to the servicing of the Mortgage  Loans  (provided  that such expenses are reasonable
and that the  Company  specifies  the  Mortgage  Loan(s)  to which  such  expenses  relate  and,  upon  Purchaser's  request,  provides
documentation  supporting  such expense (which  documentation  would be acceptable to Fannie Mae),  and provided  further that any such
enforcement,  administrative or judicial proceeding does not arise out of a breach of any  representation,  warranty or covenant of the
Company  hereunder),  (c) the management and  liquidation  of the Mortgaged  Property if the Mortgaged  Property is acquired in full or
partial  satisfaction of the Mortgage,  (d) taxes,  assessments,  water rates,  sewer rates and other charges which are or may become a
lien upon the Mortgaged  Property,  and Primary  Mortgage  Insurance Policy premiums and fire and hazard  insurance  coverage,  (e) any
expenses  reasonably  sustained by the Company with respect to the  liquidation of the Mortgaged  Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.

         Servicing  Fee:  With respect to each  Mortgage  Loan,  the amount of the annual fee the  Purchaser  shall pay to the Company,
which  shall,  for a period of one full  month,  be equal to  one-twelfth  of the  product  of (a) the  Servicing  Fee Rate and (b) the
outstanding  principal  balance of such Mortgage Loan. Such fee shall be payable  monthly,  computed on the basis of the same principal
amount and period  respecting  which any related  interest  payment on a Mortgage Loan is computed.  The obligation of the Purchaser to
pay the  Servicing  Fee is limited to, and the  Servicing  Fee is payable  solely from,  the interest  portion of such Monthly  Payment
collected  by the  Company,  or as otherwise  provided  under  Section 4.05 and in  accordance  with the Fannie Mae  Guide(s).  Any fee
payable to the Company for  administrative  services  related to any REO  Property as  described  in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.

         Servicing Fee Rate:  As set forth in the Term Sheet.

         Servicing  File:  With  respect to each  Mortgage  Loan,  the file  retained by the Company  consisting  of  originals  of all
documents in the Mortgage File which are not delivered to the  Purchaser  and copies of the Mortgage Loan  Documents  listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.

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

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

         Subservicer:   Any  subservicer  which  is  subservicing  the  Mortgage  Loans  pursuant  to  a  Subservicing  Agreement.  Any
subservicer shall meet the qualifications set forth in Section 4.01.

         Subservicing Agreement:  An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.

                  Term Sheet: A supplemental  agreement in the form attached  hereto as Exhibit I which shall be executed and delivered
by the Company and the Purchaser to provide for the sale and servicing  pursuant to the terms of this  Agreement of the Mortgage  Loans
listed on Schedule I attached thereto,  which supplemental  agreement shall contain certain specific  information relating to such sale
of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.


                                                              ARTICLE II

                                       PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
                                            RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
                                                BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
                                                  DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01      Agreement to Purchase.

         The Company  agrees to sell and the  Purchaser  agrees to purchase the Mortgage  Loans  having an aggregate  Stated  Principal
Balance on the related  Cut-off  Date set forth in the  related  Term Sheet in an amount as set forth in the  Confirmation,  or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate  Stated Principal  Balance of the Mortgage
Loans  accepted by the Purchaser on the related  Closing Date,  with servicing  retained by the Company.  The Company shall deliver the
related  Mortgage Loan Schedule  attached to the related Term Sheet for the Mortgage Loans to be purchased on the related  Closing Date
to the Purchaser at least two (2) Business Days prior to the related  Closing Date.  The Mortgage  Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.

         Section 2.02      Purchase Price.

         The  Purchase  Price  for each  Mortgage  Loan  shall be the  percentage  of par as  stated in the  Confirmation  (subject  to
adjustment as provided  therein),  multiplied by the Stated  Principal  Balance,  as of the related  Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet,  after application of scheduled  payments of principal
due on or before the related Cut-off Date whether or not collected.

         In addition to the Purchase Price as described  above,  the Purchaser shall pay to the Company,  at closing,  accrued interest
on the Stated  Principal  Balance of each Mortgage Loan as of the related  Cut-off Date at the Mortgage  Loan  Remittance  Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

         The Purchase Price plus accrued  interest as set forth in the preceding  paragraph  shall be paid on the related  Closing Date
by wire transfer of immediately available funds.

          Purchaser shall be entitled to (1) all scheduled  principal due after the related  Cut-off Date, (2) all other  recoveries of
principal  collected on or after the related  Cut-off Date  (provided,  however,  that all  scheduled  payments of principal  due on or
before the related  Cut-off Date and collected by the Company or any successor  servicer after the related Cut-off Date shall belong to
the Company),  and (3) all payments of interest on the Mortgage Loans net of applicable  Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date).  The outstanding  principal  balance of each Mortgage Loan
as of the related  Cut-off Date is determined  after  application  of payments of principal  due on or before the related  Cut-off Date
whether or not collected,  together with any unscheduled  principal  prepayments collected prior to the related Cut-off Date; provided,
however,  that  payments of  scheduled  principal  and  interest  prepaid for a Due Date beyond the related  Cut-off  Date shall not be
applied to the principal  balance as of the related  Cut-off Date.  Such prepaid  amounts shall be the property of the  Purchaser.  The
Company  shall  deposit any such prepaid  amounts into the  Custodial  Account,  which  account is  established  for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.

         Section 2.03      Servicing of Mortgage Loans.

         Simultaneously  with the  execution  and delivery of each Term Sheet,  the Company  does hereby agree to directly  service the
Mortgage Loans listed on the related  Mortgage Loan Schedule  attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet.  The rights of the  Purchaser to receive  payments with respect to the related  Mortgage  Loans shall be as
set forth in this Agreement.

         Section 2.04      Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

         As of the related  Closing Date, the Company sold,  transferred,  assigned,  set over and conveyed to the  Purchaser,  without
recourse,  on a servicing retained basis, and the Company hereby  acknowledges that the Purchaser has, but subject to the terms of this
Agreement  and the related Term Sheet,  all the right,  title and interest of the Company in and to the  Mortgage  Loans.  Company will
deliver the Mortgage  Files to the  Custodian  designated by  Purchaser,  on or before the related  Closing Date, at the expense of the
Company.  The Company shall maintain a Servicing  File  consisting of a copy of the contents of each Mortgage File and the originals of
the  documents in each  Mortgage  File not delivered to the  Purchaser.  The  Servicing  File shall contain all documents  necessary to
service the  Mortgage  Loans.  The  possession  of each  Servicing  File by the Company is at the will of the  Purchaser,  for the sole
purpose of servicing the related  Mortgage  Loan,  and such  retention and  possession by the Company is in a custodial  capacity only.
From the related  Closing Date,  the ownership of each Mortgage Loan,  including the Mortgage  Note, the Mortgage,  the contents of the
related  Mortgage File and all rights,  benefits,  proceeds and  obligations  arising  therefrom or in connection  therewith,  has been
vested in the  Purchaser.  All rights  arising out of the Mortgage  Loans  including,  but not limited to, all funds  received on or in
connection  with the Mortgage  Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession  of the Company  shall be received  and held by the  Company in trust for the benefit of the  Purchaser  as the owner of the
Mortgage  Loans.  Any portion of the  Mortgage  Files  retained by the  Company  shall be  appropriately  identified  in the  Company's
computer  system to clearly  reflect the  ownership of the Mortgage  Loans by the  Purchaser.  The Company shall release its custody of
the  contents of the  Mortgage  Files only in  accordance  with  written  instructions  of the  Purchaser,  except when such release is
required as incidental to the Company's  servicing of the Mortgage Loans or is in connection  with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

         Section 2.05       Books and Records.

         The sale of each Mortgage Loan shall be reflected on the Company's  balance sheet and other financial  statements as a sale of
assets by the Company.  The Company shall be responsible for maintaining,  and shall maintain,  a complete set of books and records for
the Mortgage Loans that shall be  appropriately  identified in the Company's  computer  system to clearly  reflect the ownership of the
Mortgage  Loan by the  Purchaser.  In  particular,  the Company  shall  maintain in its  possession,  available  for  inspection by the
Purchaser,  or its designee and shall deliver to the Purchaser upon demand,  evidence of compliance  with all federal,  state and local
laws, rules and regulations,  and requirements of Fannie Mae or FHLMC, as applicable,  including but not limited to documentation as to
the method used in determining the  applicability  of the provisions of the Flood Disaster  Protection Act of 1973, as amended,  to the
Mortgaged  Property,  documentation  evidencing  insurance coverage of any condominium  project as required by Fannie Mae or FHLMC, and
periodic  inspection  reports as required by Section  4.13.  To the extent that  original  documents  are not  required for purposes of
realization  of  Liquidation  Proceeds or Insurance  Proceeds,  documents  maintained by the Company may be in the form of microfilm or
microfiche.

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

         In  addition to the  foregoing,  Company  shall  provide to any  supervisory  agents or  examiners  that  regulate  Purchaser,
including but not limited to, the OTS, the FDIC and other similar  entities,  access,  during normal  business  hours,  upon reasonable
advance notice to Company and without charge to Company or such supervisory  agents or examiners,  to any  documentation  regarding the
Mortgage Loans that may be required by any applicable regulator.

         Section 2.06.     Transfer of Mortgage Loans.

         The Company shall keep at its servicing  office books and records in which,  subject to such reasonable  regulations as it may
prescribe,  the Company shall note transfers of Mortgage  Loans.  No transfer of a Mortgage Loan may be made unless such transfer is in
compliance  with the terms  hereof.  For the purposes of this  Agreement,  the Company  shall be under no  obligation  to deal with any
person with respect to this  Agreement or any Mortgage Loan unless a notice of the transfer of such  Mortgage  Loan has been  delivered
to the Company in  accordance  with this  Section  2.06 and the books and  records of the Company  show such person as the owner of the
Mortgage  Loan.  The  Purchaser  may,  subject to the terms of this  Agreement,  sell and transfer  one or more of the Mortgage  Loans,
provided,  however,  that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this  Agreement  and an original  counterpart  of the  instrument  of transfer in an
Assignment and Assumption of this Agreement  substantially  in the form of Exhibit D hereto executed by the transferee  shall have been
delivered to the Company.  The  Purchaser  also shall advise the Company of the transfer.  Upon receipt of notice of the transfer,  the
Company shall mark its books and records to reflect the ownership of the Mortgage  Loans of such assignee,  and the previous  Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

         Section 2.07      Delivery of Mortgage Loan Documents.

                  The Company  shall  deliver and release to the  Purchaser or its designee the Mortgage  Loan  Documents in accordance
with the terms of this  Agreement  and the related Term Sheet.  The  documents  enumerated  as items (1), (2), (3), (4), (5), (6), (7),
(8),  (9) and (16)  (including  those  listed in (B)  relating to Co-op Loans) in Exhibit A hereto shall be delivered by the Company to
the  Purchaser or its  designee no later than three (3) Business  Days prior to the related  Closing Date  pursuant to a bailee  letter
agreement.  All other documents in Exhibit A hereto,  together with all other  documents  executed in connection with the Mortgage Loan
that Company may have in its  possession,  shall be retained by the Company in trust for the  Purchaser.  If the Company cannot deliver
the original  recorded  Mortgage Loan Documents or the original policy of title insurance,  including riders and endorsements  thereto,
on the related  Closing  Date,  the  Company  shall,  promptly  upon  receipt  thereof and in any case not later than 180 days from the
related  Closing  Date,  deliver such original  documents,  including  original  recorded  documents,  to the Purchaser or its designee
(unless the Company is delayed in making such  delivery by reason of the fact that such  documents  shall not have been returned by the
appropriate  recording office).  If delivery is not completed within 270 days solely due to delays in making such delivery by reason of
the fact that such documents shall not have been returned by the appropriate  recording  office,  the Company shall continue to use its
best efforts to effect  delivery as soon as possible  thereafter,  provided  that if such  documents are not delivered by the 360th day
from the date of the related  Closing  Date,  the Company  shall  repurchase  the related  Mortgage  Loans at the  Repurchase  Price in
accordance with Section 3.03 hereof.

         The Company shall pay all initial  recording  fees, if any, for the  assignments  of mortgage and any other fees in connection
with the  transfer of all original  documents to the  Purchaser or its  designee.  Company  shall  prepare,  in  recordable  form,  all
assignments  of mortgage  necessary to assign the Mortgage  Loans to Purchaser,  or its  designee.  Company  shall be  responsible  for
recording the assignments of mortgage.

         Any  review  by the  Purchaser,  or its  designee,  of the  Mortgage  Files  shall in no way  alter or  reduce  the  Company's
obligations hereunder.

         If the Purchaser or its designee  discovers any defect with respect to a Mortgage  File, the Purchaser  shall,  or shall cause
its  designee  to,  give  written  specification  of such  defect  to the  Company  which may be given in the  exception  report or the
certification  delivered  pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.

         The Company shall forward to the  Purchaser,  or its designee,  original  documents  evidencing an  assumption,  modification,
consolidation  or  extension  of any  Mortgage  Loan  entered  into in  accordance  with  Section 4.01 or 6.01 within one week of their
execution;  provided,  however, that the Company shall provide the Purchaser,  or its designee,  with a certified true copy of any such
document  submitted for  recordation  within one week of its  execution,  and shall provide the original of any document  submitted for
recordation  or a copy of such document  certified by the  appropriate  public  recording  office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.

         From time to time the Company may have a need for Mortgage  Loan  Documents to be released  from  Purchaser,  or its designee.
Purchaser shall, or shall cause its designee,  upon the written request of the Company,  within ten (10) Business Days,  deliver to the
Company, any requested  documentation  previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser,  or its designee,  when the Company no longer requires possession of the document, and provided that
during  the time that any such  documentation  is held by the  Company,  such  possession  is in trust for the  benefit  of  Purchaser.
Company  shall  indemnify  Purchaser,  and its  designee,  from and against  any and all losses,  claims,  damages,  penalties,  fines,
forfeitures,  costs and expenses (including court costs and reasonable  attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.

         In addition,  in connection  with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause,  at its own
expense,  the MERS® System to indicate that such Mortgage  Loans have been assigned by the Company to the Purchaser in accordance  with
this Agreement by including (or deleting,  in the case of Mortgage Loans which are  repurchased in accordance  with this  Agreement) in
such  computer  files the  information  required by the MERS® System to identify  the  Purchaser of such  Mortgage  Loans.  The Company
further  agrees that it will not alter the  information  referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

         Section 2.08      Quality Control Procedures.

         The Company must have an internal  quality  control program that verifies,  on a regular basis,  the existence and accuracy of
the legal documents,  credit documents,  property  appraisals,  and underwriting  decisions.  The program must be capable of evaluating
and monitoring the overall  quality of its loan production and servicing  activities.  The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting  principles;  guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

         Section 2.09  Near-term Principal Prepayments; Near Term Payment Defaults



           In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months after the related Closing
Date, the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par
multiplied by the amount of such Principal Prepayment in full.  Such remittance shall be made by the Company to Purchaser no later
than the third Business Day following receipt of such Principal Prepayment by the Company.



           In the event the first  scheduled  Monthly  Payment which is due under any Mortgage  Loan after the related  Cut-off Date is
not made  during the month in which  such  Monthly  Payment is due,  then not later  than five (5)  Business  Days after  notice to the
Company by Purchaser (and at Purchaser's sole option),  the Company,  shall  repurchase such Mortgage Loan from the Purchaser  pursuant
to the repurchase provisions contained in this Subsection 3.03.


         Section 2.10      Modification  of  Obligations.  Purchaser may,  without any notice to Company,  extend,  compromise,  renew,
release,  change, modify, adjust or alter, by operation of law or otherwise,  any of the obligations of the Mortgagors or other persons
obligated  under a Mortgage Loan without  releasing or otherwise  affecting the  obligations of Company under this  Agreement,  or with
respect to such Mortgage Loan, except to the extent Purchaser's extension,  compromise,  release, change, modification,  adjustment, or
alteration  affects  Company's  ability to collect the Mortgage Loan or realize on the security of the  Mortgage,  but then only to the
extent such action has such effect.


                                                              ARTICLE III

                                                   REPRESENTATIONS AND WARRANTIES OF
                                           THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

         Section 3.01      Representations and Warranties of the Company.

         The Company  represents,  warrants and  covenants to the  Purchaser  that,  as of the related  Closing Date or as of such date
specifically provided herein:

         (a)      The Company is a corporation,  duly organized,  validly  existing and in good standing under the laws of the State of
Delaware and has all licenses  necessary to carry out its business as now being  conducted,  and is licensed and  qualified to transact
business in and is in good  standing  under the laws of each state in which any  Mortgaged  Property is located or is otherwise  exempt
under  applicable law from such licensing or  qualification  or is otherwise not required under applicable law to effect such licensing
or  qualification  and no demand for such  licensing or  qualification  has been made upon such  Company by any such state,  and in any
event such  Company is in  compliance  with the laws of any such state to the extent  necessary  to ensure the  enforceability  of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

         (b) The Company has the full power and  authority  and legal right to hold,  transfer and convey each  Mortgage  Loan, to sell
each  Mortgage  Loan and to execute,  deliver and perform,  and to enter into and  consummate  all  transactions  contemplated  by this
Agreement and the related Term Sheet and to conduct its business as presently  conducted,  has duly authorized the execution,  delivery
and performance of this Agreement and the related Term Sheet and any agreements  contemplated  hereby,  has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements  contemplated  hereby,  and this Agreement and the related Term Sheet and
each  Assignment to the Purchaser and any agreements  contemplated  hereby,  constitutes a legal,  valid and binding  obligation of the
Company,  enforceable  against it in accordance  with its terms,  and all requisite  corporate  action has been taken by the Company to
make this  Agreement  and the  related  Term  Sheet and all  agreements  contemplated  hereby  valid and  binding  upon the  Company in
accordance with their terms;

         (c) Neither the execution and delivery of this  Agreement and the related Term Sheet,  nor the  origination or purchase of the
Mortgage Loans by the Company,  the sale of the Mortgage Loans to the Purchaser,  the  consummation  of the  transactions  contemplated
hereby,  or the  fulfillment of or compliance  with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms,  conditions  or  provisions  of the  Company's  charter or by-laws or  materially  conflict  with or result in a
material  breach of any of the terms,  conditions or provisions  of any legal  restriction  or any agreement or instrument to which the
Company is now a party or by which it is bound,  or constitute a default or result in an  acceleration  under any of the foregoing,  or
result in the material  violation of any law, rule,  regulation,  order,  judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.

         (d) There is no litigation,  suit,  proceeding or investigation  pending or, to the best of Company's  knowledge,  threatened,
or any order or decree outstanding,  with respect to the Company which,  either in any one instance or in the aggregate,  is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution,  delivery,  performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably  likely to have a material adverse effect on the financial  condition
of the Company.

         (e) No consent,  approval,  authorization or order of any court or governmental  agency or body is required for the execution,
delivery and  performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet,  or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the  consummation  of the  transactions  contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;

         (f) The  consummation of the  transactions  contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company,  and the transfer,  assignment  and  conveyance of the Mortgage  Notes and the Mortgages by the
Company  pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar  statutory  provisions in
effect in any applicable jurisdiction;

         (g) The  origination  and servicing  practices  used by the Company and any prior  originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance  with  applicable  laws and  regulations  and the Mortgage Loan Documents,
and in all material  respects  proper and prudent in the mortgage  origination  and  servicing  business.  Each  Mortgage Loan has been
serviced in all material  respects with Accepted  Servicing  Practices.  With respect to escrow deposits and payments that the Company,
on behalf of an investor,  is entitled to collect,  all such payments are in the  possession  of, or under the control of, the Company,
and there exist no deficiencies  in connection  therewith for which customary  arrangements  for repayment  thereof have not been made.
All escrow payments have been collected in full  compliance with state and federal law and the provisions of the related  Mortgage Note
and Mortgage.  As to any Mortgage Loan that is the subject of an escrow,  escrow of funds is not  prohibited by applicable  law and has
been  established  in an amount  sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable.  No escrow deposits or other charges or payments due under the Mortgage Note have been  capitalized  under any Mortgage or
the related Mortgage Note;

         (h) The Company used no selection  procedures  that  identified  the Mortgage  Loans as being less  desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;

         (i)      The Company  will treat the sale of the  Mortgage  Loans to the  Purchaser  as a sale for  reporting  and  accounting
purposes and, to the extent appropriate, for federal income tax purposes;

         (j)      Company is an  approved  seller/servicer  of  residential  mortgage  loans for Fannie Mae,  FHLMC and HUD,  with such
facilities,  procedures  and  personnel  necessary  for the sound  servicing of such  mortgage  loans.  The Company is duly  qualified,
licensed,  registered and otherwise  authorized under all applicable  federal,  state and local laws, and  regulations,  if applicable,
meets the minimum  capital  requirements  set forth by the OCC, and is in good standing to sell mortgage loans to and service  mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company  unable to comply with  eligibility  requirements  or
which would require notification to either Fannie Mae or FHLMC;

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

         (l)      No statement,  tape, diskette,  form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement  or the  related  Term Sheet or in  connection  with the  transactions  contemplated  hereby,  contains  or will  contain any
statement that is or will be inaccurate or misleading in any material respect;

         (m)      The Company  acknowledges  and agrees that the Servicing Fee represents  reasonable  compensation for performing such
services and that the entire  Servicing Fee shall be treated by the Company,  for accounting and tax purposes,  as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement.  In the opinion of Company,  the consideration  received
by Company  upon the sale of the  Mortgage  Loans to  Purchaser  under this  Agreement  and the  related  Term Sheet  constitutes  fair
consideration for the Mortgage Loans under current market conditions.

         (n)      Company has delivered to the Purchaser  financial  statements of its parent,  for its last two complete fiscal years.
All such financial  information  fairly presents the pertinent  results of operations and financial  position for the period identified
and has been prepared in accordance with GAAP consistently  applied  throughout the periods involved,  except as set forth in the notes
thereto.  There has been no change in the  business,  operations,  financial  condition,  properties or assets of the Company since the
date of the Company's  financial  information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;

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

         (p)      At the time any Mortgage Loan is  registered  by the Company with MERS,  the Company will be a member of MERS in good
standing,  and will comply in all material  respects with the rules and procedures of MERS in connection with the servicing of the MERS
Mortgage Loans for as long as such Mortgage Loans are registered with MERS.

         Section 3.02      Representations and Warranties as to Individual Mortgage Loans.

         References in this Section to  percentages  of Mortgage  Loans refer in each case to the  percentage  of the aggregate  Stated
Principal  Balance of the Mortgage Loans as of the related Cut-off Date,  based on the  outstanding  Stated  Principal  Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled  Monthly  Payments due on or prior to the related Cut-off
Date,  whether or not received.  References to percentages of Mortgaged  Properties refer, in each case, to the percentages of expected
aggregate Stated  Principal  Balances of the related Mortgage Loans  (determined as described in the preceding  sentence).  The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:

          (a) The  information  set forth in the  Mortgage  Loan  Schedule  attached to the related  Term Sheet is true,  complete  and
correct in all material respects as of the related Cut-Off Date;

         (b)      The Mortgage  creates a valid,  subsisting and enforceable  first lien or a first priority  ownership  interest in an
estate in fee simple in real property  securing the related Mortgage Note subject to principles of equity,  bankruptcy,  insolvency and
other laws of general application affecting the rights of creditors;

         (c) All  payments  due prior to the related  Cut-off  Date for such  Mortgage  Loan have been made as of the  related  Closing
Date; the Mortgage Loan has not been dishonored;  there are no material  defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced,  solicited or knowingly  received any advance of funds from a party other than the owner of the
Mortgaged  Property  subject to the Mortgage,  directly or indirectly,  for the payment of any amount required by the Mortgage Loan. As
of the related  Closing Date,  all of the Mortgage  Loans will have an actual  interest paid to date of their related  Cut-off  Date(or
later) and will be due for the scheduled  monthly  payment next  succeeding  the Cut-off Date (or later),  as evidenced by a posting to
Company's  servicing  collection  system.  No payment under any Mortgage Loan is delinquent as of the related  Closing Date nor has any
scheduled  payment  been  delinquent  at any time during the twelve (12) months  prior to the month of the related  Closing  Date.  For
purposes of this  paragraph,  a Mortgage Loan will be deemed  delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;

         (d) There are no defaults by Company in complying  with the terms of the Mortgage,  and all taxes,  governmental  assessments,
insurance premiums,  water, sewer and municipal charges,  leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been  established in an amount  sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;

         (e) The terms of the  Mortgage  Note and the  Mortgage  have not been  impaired,  waived,  altered or modified in any respect,
except by written  instruments  which have been  recorded  to the extent any such  recordation  is required by law,  or,  necessary  to
protect the interest of the  Purchaser.  No instrument of waiver,  alteration or  modification  has been executed  except in connection
with a  modification  agreement and which  modification  agreement is part of the Mortgage File and the terms of which are reflected in
the related  Mortgage  Loan  Schedule,  and no Mortgagor  has been  released,  in whole or in part,  from the terms  thereof  except in
connection  with an  assumption  agreement  and which  assumption  agreement  is part of the  Mortgage  File and the terms of which are
reflected in the related  Mortgage Loan Schedule;  the substance of any such waiver,  alteration or  modification  has been approved by
the issuer of any  related  Primary  Mortgage  Insurance  Policy and title  insurance  policy,  to the extent  required  by the related
policies;

         (f) The  Mortgage  Note and the  Mortgage  are not  subject to any right of  rescission,  set-off,  counterclaim  or  defense,
including,  without limitation,  the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right  thereunder,  render the Mortgage Note or Mortgage  unenforceable,  in whole or in part, or subject to any
right of rescission,  set-off,  counterclaim  or defense,  including the defense of usury,  and no such right of  rescission,  set-off,
counterclaim  or defense has been asserted with respect  thereto;  and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;

         (g) All  buildings  or  other  customarily  insured  improvements  upon the  Mortgaged  Property  are  insured  by an  insurer
acceptable  under the Fannie Mae or FHLMC  Guides,  against loss by fire,  hazards of extended  coverage and such other  hazards as are
provided for in the Fannie Mae or FHLMC Guide,  as well as all  additional  requirements  set forth in Section 4.10 of this  Agreement.
All such  standard  hazard  policies are in full force and effect and contain a standard  mortgagee  clause  naming the Company and its
successors  in interest and assigns as loss payee and such clause is still in effect and all  premiums  due thereon have been paid.  If
required by the Flood Disaster  Protection Act of 1973, as amended,  the Mortgage Loan is covered by a flood  insurance  policy meeting
the  requirements  of the current  guidelines  of the Federal  Insurance  Administration  which policy  conforms to Fannie Mae or FHLMC
requirements,  as well as all  additional  requirements  set forth in  Section  4.10 of this  Agreement.  Such  policy was issued by an
insurer  acceptable  under Fannie Mae or FHLMC  guidelines.  The  Mortgage  obligates  the  Mortgagor  thereunder  to maintain all such
insurance at the  Mortgagor's  cost and expense,  and on the  Mortgagor's  failure to do so,  authorizes  the holder of the Mortgage to
maintain  such  insurance at the  Mortgagor's  cost and expense and to seek  reimbursement  therefor  from the  Mortgagor.  Neither the
Company  (nor any prior  originator  or servicer of any of the  Mortgage  Loans) nor any  Mortgagor  has engaged in any act or omission
which has  impaired or would  impair the  coverage of any such policy,  the  benefits of the  endorsement  provided for herein,  or the
validity and binding effect of either;

         (h) Each  Mortgage  Loan  complies  with,  and the  Company has  complied  with,  applicable  local,  state and federal  laws,
regulations and other requirements including, without limitation,  usury, equal credit opportunity,  real estate settlement procedures,
the Federal  Truth-In-Lending  Act,  disclosure  laws and all applicable  predatory and abusive  lending laws and  consummation  of the
transactions  contemplated hereby,  including without limitation,  the receipt of interest by the owner of such Mortgage Loan, will not
involve the  violation of any such laws,  rules or  regulations.  None of the Mortgage  Loans are (a) Mortgage  Loans subject to 12 CFR
Part 226.31,  12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation  implementing  TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended,  or (b) except as may be provided in subparagraph (c) below,  classified and/or defined,  as
a "high  cost",  "threshold",  "predatory"  "high risk home loan" or "covered"  loan (or a similarly  classified  loan using  different
terminology  under a law imposing  additional legal liability for mortgage loans having high interest rates,  points and or/fees) under
any other  state,  federal or local law  including,  but not limited to, the States of Georgia,  New York,  North  Carolina,  Arkansas,
Kentucky or New Mexico,  or (c) Mortgage Loans subject to the New Jersey Home Ownership  Security Act of 2002 (the "Act"),  unless such
Mortgage  Loan is a (1) "Home Loan" as defined in the Act that is a first lien Mortgage  Loan,  which is not a "High Cost Home Loan" as
defined in the Act or (2) "Covered Home Loan" as defined in the Act that is a first lien purchase money  Mortgage Loan,  which is not a
High Cost Home Loan under the Act. In addition to and  notwithstanding  anything to the  contrary  herein,  no Mortgage  Loan for which
the Mortgaged Property is located in New Jersey is a Home Loan as defined in the Act that was made,  arranged,  or assigned by a person
selling either a manufactured  home or home  improvements to the Mortgaged  Property or was made by an originator to whom the Mortgagor
was referred by any such seller.  Each Mortgage Loan is being (and has been) serviced in accordance with Accepted  Servicing  Practices
and applicable state and federal laws, including,  without limitation,  the Federal  Truth-In-Lending Act and other consumer protection
laws,  real estate  settlement  procedures,  usury,  equal credit  opportunity  and  disclosure  laws.  Company  shall  maintain in its
possession,  available for the Purchaser's inspection, as appropriate,  and shall deliver to the Purchaser or its designee upon demand,
evidence of compliance with all such requirements;

         (i) The Mortgage has not been  satisfied,  canceled or  subordinated,  in whole or in part,  or  rescinded,  and the Mortgaged
Property has not been  released  from the lien of the  Mortgage,  in whole or in part nor has any  instrument  been executed that would
effect any such release,  cancellation,  subordination  or rescission.  The Company has not waived the  performance by the Mortgagor of
any action,  if the  Mortgagor's  failure to perform such action would cause the  Mortgage  Loan to be in default,  nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;

         (j)      The Mortgage is a valid,  subsisting,  enforceable and perfected first lien on the Mortgaged Property,  including all
buildings on the Mortgaged Property and all installations and mechanical,  electrical,  plumbing,  heating and air conditioning systems
affixed to such buildings,  and all additions,  alterations and  replacements  made at any time with respect to the foregoing  securing
the Mortgage  Note's  original  principal  balance  subject to principles of equity,  bankruptcy,  insolvency and other laws of general
application  affecting  the rights of  creditors.  The  Mortgage  and the  Mortgage  Note do not contain any  evidence of any  security
interest  or other  interest  or right  thereto.  Such lien is free and clear of all  adverse  claims,  liens and  encumbrances  having
priority  over the  first  lien of the  Mortgage  subject  only to (1) the lien of  non-delinquent  current  real  property  taxes  and
assessments not yet due and payable,  (2) covenants,  conditions and  restrictions,  rights of way,  easements and other matters of the
public record as of the date of recording  which are  acceptable to mortgage  lending  institutions  generally and either (A) which are
referred to in the lender's title insurance  policy  delivered to the originator or otherwise  considered in the appraisal made for the
originator  of the  Mortgage  Loan,  or (B) which do not  adversely  affect the  residential  use or Appraised  Value of the  Mortgaged
Property  as set  forth  in such  appraisal,  and (3)  other  matters  to which  like  properties  are  commonly  subject  which do not
individually  or in the aggregate  materially  interfere  with the benefits of the security  intended to be provided by the Mortgage or
the use, enjoyment,  value or marketability of the related Mortgaged Property.  Any security agreement,  chattel mortgage or equivalent
document  related to and delivered in connection with the Mortgage Loan  establishes and creates a valid,  subsisting,  enforceable and
perfected first lien and first priority  security  interest on the property  described  therein,  and the Company has the full right to
sell and assign the same to the Purchaser;

         (k) The Mortgage Note and the related  Mortgage are original and genuine and each is the legal,  valid and binding  obligation
of the maker  thereof,  enforceable  in all  respects  in  accordance  with its terms  subject to  principles  of  equity,  bankruptcy,
insolvency and other laws of general application  affecting the rights of creditors,  and the Company has taken all action necessary to
transfer such rights of  enforceability  to the Purchaser.  All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the  Mortgage.  The Mortgage Loan  Documents are on forms
acceptable  to Fannie Mae and FHLMC.  The Mortgage  Note and the  Mortgage  have been duly and properly  executed by such  parties.  No
fraud,  error,  omission,  misrepresentation,  negligence or similar  occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the  Mortgagor,  or on the part of any other party  involved in the  origination  or servicing of the Mortgage Loan.
The proceeds of the Mortgage Loan have been fully  disbursed and there is no requirement for future  advances  thereunder,  and any and
all  requirements as to completion of any on-site or off-site  improvements  and as to  disbursements of any escrow funds therefor have
been  complied  with.  All costs,  fees and expenses  incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

         (l) The Company is the sole owner and holder of the Mortgage Loan and the  indebtedness  evidenced by the Mortgage Note.  Upon
the sale of the Mortgage  Loan to the  Purchaser,  the Company will retain the Mortgage  File or any part thereof with respect  thereto
not delivered to the Purchaser or the  Purchaser's  designee in trust only for the purpose of servicing and  supervising  the servicing
of the Mortgage Loan.  Immediately  prior to the transfer and assignment to the  Purchaser,  the Mortgage Loan,  including the Mortgage
Note and the Mortgage, were not subject to an assignment,  sale or pledge to any person other than Purchaser,  and the Company had good
and  marketable  title to and was the sole owner  thereof and had full right to transfer  and sell the Mortgage  Loan to the  Purchaser
free and clear of any  encumbrance,  equity,  lien,  pledge,  charge,  claim or security  interest and has the full right and authority
subject to no interest or  participation  of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage  Loan,  the Purchaser  will own such Mortgage Loan free and clear of any  encumbrance,
equity,  participation  interest,  lien, pledge,  charge,  claim or security interest.  The Company intends to relinquish all rights to
possess,  control  and  monitor  the  Mortgage  Loan,  except for the  purposes of  servicing  the  Mortgage  Loan as set forth in this
Agreement.  After  the  related  Closing  Date,  the  Company  will not have any  right to modify or alter the terms of the sale of the
Mortgage  Loan and the Company will not have any  obligation or right to repurchase  the Mortgage Loan or substitute  another  Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

         (m) Each Mortgage Loan is covered by an ALTA lender's title  insurance  policy or other  generally  acceptable  form of policy
or insurance  acceptable to Fannie Mae or FHLMC  (including  adjustable  rate  endorsements),  issued by a title insurer  acceptable to
Fannie Mae or FHLMC and qualified to do business in the  jurisdiction  where the Mortgaged  Property is located,  insuring  (subject to
the exceptions  contained in (j)(1), (2) and (3) above) the Company,  its successors and assigns,  as to the first priority lien of the
Mortgage in the original  principal  amount of the Mortgage Loan and against any loss by reason of the  invalidity or  unenforceability
of the lien  resulting  from the  provisions  of the  Mortgage  providing  for  adjustment  in the Mortgage  Interest  Rate and Monthly
Payment.  Where  required  by state law or  regulation,  the  Mortgagor  has been given the  opportunity  to choose the  carrier of the
required  mortgage title  insurance.  The Company,  its successors  and assigns,  is the sole insured of such lender's title  insurance
policy,  such title  insurance  policy has been duly and validly  endorsed to the  Purchaser or the  assignment to the Purchaser of the
Company's  interest  therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full  force and  effect  and will be in full  force and  effect  upon the  consummation  of the  transactions  contemplated  by this
Agreement.  No claims  have been made under such  lender's  title  insurance  policy,  and no prior  holder or  servicer of the related
Mortgage,  including the Company,  nor any  Mortgagor,  has done, by act or omission,  anything which would impair the coverage of such
lender's title insurance policy;

         (n) There is no default,  breach,  violation or event of  acceleration  existing  under the  Mortgage or the related  Mortgage
Note and no event which,  with the passage of time or with notice and the  expiration of any grace or cure period,  would  constitute a
default, breach,  violation or event permitting acceleration;  and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;

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

         (p) All  improvements  subject to the Mortgage  which were  considered in  determining  the  appraised  value of the Mortgaged
Property lie wholly within the  boundaries  and building  restriction  lines of the  Mortgaged  Property (and wholly within the project
with respect to a condominium  unit) and no  improvements  on adjoining  properties  encroach upon the Mortgaged  Property except those
which are insured  against by the title insurance  policy  referred to in clause (m) above and all  improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;

         (q) Each  Mortgage Loan was  originated  by or for the Company  pursuant to, and conforms  with,  the  Company's  underwriting
guidelines  attached as Exhibit H hereto.  The Mortgage Loan bears interest at an adjustable  rate (if  applicable) as set forth in the
related  Mortgage Loan Schedule,  and Monthly  Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage  contains the usual and enforceable  provisions of the Company at the time of origination for the  acceleration of the payment
of the unpaid  principal  amount of the  Mortgage  Loan if the  related  Mortgaged  Property is sold  without the prior  consent of the
mortgagee thereunder;

         (r) The Mortgaged  Property is not subject to any material  damage.  At  origination of the Mortgage Loan there was not, since
origination  of the  Mortgage  Loan  there  has not  been,  and there  currently  is no  proceeding  pending  for the total or  partial
condemnation  of the  Mortgaged  Property.  The Company has not  received  notification  that any such  proceedings  are  scheduled  to
commence at a future date;

         (s) The related  Mortgage  contains  customary  and  enforceable  provisions  such as to render the rights and remedies of the
holder  thereof  adequate  for the  realization  against the  Mortgaged  Property of the  benefits of the  security  provided  thereby,
including,  (1) in the  case  of a  Mortgage  designated  as a deed  of  trust,  by  trustee's  sale,  and (2)  otherwise  by  judicial
foreclosure.  There is no homestead or other  exemption  available to the Mortgagor  which would  interfere  with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

         (t) If the Mortgage  constitutes a deed of trust, a trustee,  authorized  and duly qualified if required under  applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage,  and no fees or expenses,  except as
may be  required  by local  law,  are or will  become  payable  by the  Purchaser  to the  trustee  under the deed of trust,  except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;

         (u) The Mortgage  File  contains an  appraisal of the related  Mortgaged  Property  signed prior to the final  approval of the
mortgage loan application by a Qualified  Appraiser who had no interest,  direct or indirect,  in the Mortgaged Property or in any loan
made on the security  thereof,  and whose  compensation  is not affected by the approval or  disapproval  of the Mortgage Loan, and the
appraisal  and  appraiser  both  satisfy  the  requirements  of Fannie Mae or FHLMC and Title XI of the  Federal  Institutions  Reform,
Recovery, and Enforcement Act of 1989 and the regulations  promulgated  thereunder,  all as in effect on the date the Mortgage Loan was
originated.  The appraisal is in a form acceptable to Fannie Mae or FHLMC;

         (v) All parties which have had any interest in the Mortgage,  whether as mortgagee,  assignee,  pledgee or otherwise, are (or,
during the period in which they held and disposed of such  interest,  were) (A) in  compliance  with any and all  applicable  licensing
requirements  of the laws of the state wherein the Mortgaged  Property is located,  and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state,  or (3) federal  savings and loan  associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

         (w) The  related  Mortgage  Note is not and has not been  secured  by any  collateral  except  the  lien of the  corresponding
Mortgage and the security  interest of any applicable  security  agreement or chattel  mortgage  referred to above and such  collateral
does not serve as security for any other obligation;

         (x) The Mortgagor has received and has executed,  where applicable,  all disclosure  materials required by applicable law with
respect to the making of such mortgage loans;

         (y) The Mortgage Loan does not contain  "graduated  payment"  features.  Unless  otherwise  indicated on the related  Mortgage
Loan  Schedule,  no Mortgage Loan is subject to a buydown  agreement or contains any buydown  provision.  With respect to any temporary
Buydown  Mortgage  Loan, the maximum CLTV is  ninety-five  percent (95%);  the maximum rate discount is three percent (3%), the maximum
Buydown  Period is three (3) years;  the maximum  increase is one percent (1%) per year;  with respect to LTV that is 80.01% and above,
the  debt-to-income  ratio and payment shock are calculated at the second year Mortgage  Interest Rate;  with respect to LTV 80.00% and
below,  debt-to-income  ratio and payment shock are calculated at the first year Mortgage  Interest Rate. With respect to each Mortgage
Loan that is a Buydown  Mortgage  Loan,  (i) on or before the date of origination of such Mortgage Loan, the Company and the Mortgagor,
or the Company,  the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement.  The Buydown
Agreement  provides that the seller of the Mortgaged  Property (or third party) shall deliver to the Company temporary Buydown Funds in
an amount equal to the aggregate  undiscounted  amount of payments  that,  when added to the amount the Mortgagor on such Mortgage Loan
is obligated to pay on each Due Date in accordance  with the terms of the Buydown  Agreement,  is equal to the full  scheduled  Monthly
Payment due on such Mortgage  Loan.  The temporary  Buydown Funds enable the Mortgagor to qualify for the Buydown  Mortgage  Loan.  The
effective  interest  rate of a  Buydown  Mortgage  Loan if less than the  interest  rate set forth in the  related  Mortgage  Note will
increase  within the Buydown Period as provided in the related Buydown  Agreement so that the effective  interest rate will be equal to
the interest rate as set forth in the related  Mortgage  Note.  The Buydown  Mortgage Loan  satisfies  the  requirements  of Fannie Mae
guidelines;  (ii) The Mortgage  and Mortgage  Note reflect the  permanent  payment  terms rather than the payment  terms of the Buydown
Agreement.  The Buydown  Agreement  provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date
that the Buydown Funds are  available.  The Buydown Funds were not used to reduce the original  principal  balance of the Mortgage Loan
or to increase the Appraised Value of the Mortgage  Property when  calculating the  Loan-to-Value  Ratios for purposes of the Agreement
and, if the Buydown Funds were provided by the Seller and if required under Fannie Mae and FHLMC  guidelines,  the terms of the Buydown
Agreement  were  disclosed to the  appraiser of the  Mortgaged  Property;  (iii) The Buydown Funds may not be refunded to the Mortgagor
unless the Mortgagor  makes a principal  payment for the  outstanding  balance of the Mortgage Loan; (iv) As of the date of origination
of the  Mortgage  Loan,  the  provisions  of the related  Buydown  Agreement  complied  with the  requirements  of Fannie Mae and FHLMC
regarding buydown agreements.

         (z) The  Mortgagor  is not in  bankruptcy  and,  the  Mortgagor  is not  insolvent  and the  Company has no  knowledge  of any
circumstances  or conditions with respect to the Mortgage,  the Mortgaged  Property,  the Mortgagor or the Mortgagor's  credit standing
that could  reasonably be expected to cause  investors to regard the Mortgage Loan as an  unacceptable  investment,  cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

         (aa)  Principal  payments on the Mortgage Loan,  other than the Interest Only Mortgage  Loan,  shall commence (with respect to
any newly  originated  Mortgage  Loans) or  commenced  no more than  sixty  (60) days  after the  proceeds  of the  Mortgage  Loan were
disbursed.  The Mortgage Loan bears interest at the Mortgage  Interest  Rate.  With respect to each Mortgage Loan, the Mortgage Note is
payable on the first day of each month in Monthly  Payments,  which,  (A) in the case of a fixed rate Mortgage  Loan, are sufficient to
fully  amortize the original  principal  balance over the original  term thereof and to pay interest at the related  Mortgage  Interest
Rate, (B) in the case of an adjustable  rate Mortgage Loan,  other than the Interest Only Mortgage Loan, are changed on each Adjustment
Date,  and in any case,  are  sufficient  to fully  amortize the original  principal  balance over the original term thereof and to pay
interest at the related  Mortgage  Interest Rate and (C) in the case of a Balloon Loan, are based on a fifteen (15) or thirty (30) year
amortization  schedule,  as set forth in the  related  Mortgage  Note,  and a final  monthly  payment  substantially  greater  than the
preceding  monthly payment which is sufficient to amortize the remaining  principal  balance of the Balloon Loan and to pay interest at
the related  Mortgage  Interest Rate. The Index for each  Adjustable Rate Mortgage Loan is as defined in the related  Confirmation  and
the Mortgage Loan Schedule.  The Mortgage Note does not permit negative  amortization,  unless  otherwise noted on the related Mortgage
Loan  Schedule.  No Mortgage Loan is a convertible  Mortgage  Loan;  (D) in the case of an Interest  Only  Mortgage  Loan,  the monthly
payments on each Interest Only  Mortgage Loan during the related  interest only period is equal to the product of the related  Mortgage
Interest  Rate and the  principal  balance of such  Mortgage  Loan on the first day of each month and after such  interest only period,
except with respect to Interest Only  Mortgage Loan that are  adjustable  rate Mortgage  Loans,  such Mortgage Loan is payable in equal
monthly installments of principal and interest;

         (bb) If such  Mortgage  Loan is a Co-op Loan,  the security  instruments  create a valid,  enforceable  and  subsisting  first
priority security interest in the related  cooperative  shares securing the related  cooperative note,  subject only to (x) the lien of
the related  cooperative for unpaid  assessments  representing  the Mortgagor's pro rata share of payments for a blanket  mortgage,  if
any, current and future real property taxes,  insurance  premiums,  maintenance fees and other  assessments to which like collateral is
commonly  subject and (y) other matters to which like  collateral is commonly  subject and which do not  materially  interfere with the
benefits of the security intended to be provided;  provided,  however, that the related proprietary lease for the cooperative apartment
may be subordinated or otherwise subject to the lien of a mortgage on the cooperative building;


         (cc)  (INTENTIONALLY LEFT BLANK)

         (dd)  (INTENTIONALLY LEFT BLANK)

         (ee)  (INTENTIONALLY LEFT BLANK)

         (ff)  (INTENTIONALLY LEFT BLANK)

         (gg) (INTENTIONALLY LEFT BLANK)

         (hh) In the event the Mortgage Loan had an LTV at  origination  greater than 80.00%,  the excess of the  principal  balance of
the Mortgage  Loan over 75.0% of the  Appraised  Value of the Mortgaged  Property  with respect to a Refinanced  Mortgage  Loan, or the
lesser of the Appraised  Value or the purchase  price of the  Mortgaged  Property  with respect to a purchase  money  Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified  Insurer.  No Mortgage Loan has an LTV over
95%. All provisions of such Primary  Mortgage  Insurance  Policy have been and are being  complied  with,  such policy is in full force
and effect,  and all premiums due thereunder have been paid. No Mortgage Loan requires  payment of such premiums,  in whole or in part,
by the  Purchaser.  No action,  inaction,  or event has occurred and no state of facts exists that has, or will result in the exclusion
from,  denial of, or defense to coverage.  Any Mortgage Loan subject to a Primary  Mortgage  Insurance  Policy  obligates the Mortgagor
thereunder to maintain the Primary  Mortgage  Insurance  Policy,  subject to state and federal law, and to pay all premiums and charges
in  connection  therewith.  No action has been taken or failed to be taken,  on or prior to the Closing Date which has resulted or will
result in an  exclusion  from,  denial of, or defense to coverage  under any Primary  Mortgage  Insurance  Policy  (including,  without
limitation,  any exclusions,  denials or defenses which would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of actions,  representations,  errors, omissions,  negligence,
or fraud of the Company or the  Mortgagor,  or for any other reason under such  coverage;  The mortgage  interest rate for the Mortgage
Loan as set forth on the related  Mortgage Loan Schedule is net of any such insurance  premium.  None of the Mortgage Loans are subject
to "lender-paid" mortgage insurance;

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

         (jj)     Unless  specified on the related  Mortgage Loan Schedule,  none of the Mortgage Loans are secured by an interest in a
leasehold  estate.  The Mortgaged  Property is located in the state  identified in the related Mortgage Loan Schedule and consists of a
single  parcel of real property with a detached  single family  residence  erected  thereon,  or a townhouse,  or a two-to  four-family
dwelling,  or an individual  condominium  unit in a condominium  project,  or an individual unit in a planned unit  development or a de
minimis  planned  unit  development,  provided,  however,  that no  residence or dwelling is a single  parcel of real  property  with a
manufactured home not affixed to a permanent  foundation,  or a mobile home. Any condominium unit or planned unit development  conforms
with the  Company's  underwriting  guidelines.  As of the date of  origination,  no  portion  of any  Mortgaged  Property  was used for
commercial  purposes,  and since the  Origination  Date,  no portion of any  Mortgaged  Property has been,  or  currently  is, used for
commercial purposes;

         (kk)     Payments on the Mortgage  Loan  commenced no more than sixty (60) days after the funds were  disbursed in  connection
with the  Mortgage  Loan.  The  Mortgage  Note is  payable  on the first day of each month in monthly  installments  of  principal  (if
applicable)  and  interest,  which  installments  are subject to change due to the  adjustments  to the Mortgage  Interest Rate on each
Adjustment  Date,  with  interest  calculated  and payable in arrears.  Each of the Mortgage  Loans will  amortize  fully by the stated
maturity date, over an original term of not more than thirty years from commencement of amortization;

         (ll)     As of the Closing Date of the Mortgage Loan, the Mortgage  Property was lawfully  occupied under  applicable law, and
all  inspections,  licenses  and  certificates  required to be made or issued with respect to all  occupied  portions of the  Mortgaged
Property  and,  with respect to the use and  occupancy of the same,  including  but not limited to  certificates  of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;

         (mm)     There is no pending  action or proceeding  directly  involving the Mortgaged  Property in which  compliance  with any
environmental  law,  rule or  regulation  is an issue;  Company has no knowledge of any  violation of any  environmental  law,  rule or
regulation  with respect to the  Mortgaged  Property;  and the Company has not received any notice of any  environmental  hazard on the
Mortgaged  Property and nothing  further  remains to be done to satisfy in full all  requirements  of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;

         (nn)     The  Mortgagor has not notified the Company,  and the Company has no knowledge of any relief  requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

         (oo)     No Mortgage  Loan is a  construction  or  rehabilitation  Mortgage  Loan or was made to  facilitate  the  trade-in or
exchange of a Mortgaged Property;

         (pp)     The Mortgagor for each Mortgage Loan is a natural person;

         (qq)     [Reserved];

         (rr)     With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated;


         (ss)     With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged  Property securing such Mortgage
Loan was at least equal to 80 percent of the  original  principal  balance of such  Mortgage  Loan at the time such  Mortgage  Loan was
originated or (ii) (a) the Mortgage  Loan is only secured by the Mortgage  Property and (b)  substantially  all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property.  For the purposes of the preceding sentence,  if the
Mortgage Loan has been significantly  modified other than as a result of a default or a reasonable  foreseeable  default,  the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;

         (tt) The Mortgage Loan was originated by a mortgagee  approved by the Secretary of Housing and Urban  Development  pursuant to
sections 203 and 211 of the National  Housing Act, a savings and loan  association,  a savings bank, a commercial  bank,  credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;

         (uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

     (vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
     outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
     notices, and such adjustments do not and will not affect the priority of the Mortgage lien.  With respect to each Mortgage Loan
     which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
     interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage;


         (ww) Each Mortgage Note,  each Mortgage,  each Assignment and any other  documents  required  pursuant to this Agreement to be
delivered to the Purchaser or its designee,  or its assignee for each Mortgage Loan,  have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee;

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

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


         (zz)  [Reserved];

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

         (bbb)    With respect to any Mortgage  Loan that  contains a provision  permitting  imposition  of a premium upon a prepayment
prior to  maturity:  (i) prior to the loan's  origination,  the borrower  agreed to such  premium in exchange  for a monetary  benefit,
including  but not limited to a rate or fee  reduction,  (ii) prior to the loan's  origination,  the borrower was offered the option of
obtaining a mortgage loan that did not require  payment of such a premium,  (iii) the  prepayment  premium is disclosed to the borrower
in the loan  documents  pursuant  to  applicable  state and  federal  law,  and (iv)  notwithstanding  any state or federal  law to the
contrary,  the Servicer  shall not impose such  prepayment  premium in any instance when the mortgage debt is accelerated as the result
of the borrower's default in making the loan payments;

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

         (ddd)    [Reserved],

         (eee) Any  Mortgage  Loan with a Mortgaged  Property in the State of Illinois  complies  with the  Illinois  Interest  Act, if
applicable;

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

         (ggg) No Mortgage Loan is secured by Mortgaged  Property in the Commonwealth of Massachusetts  with a loan application date on
or after  November 7, 2004 that  refinances a mortgage  loan that is less than sixty (60) months old,  unless such Mortgage Loan (1) is
on an  investment  property,  (ii)  meets  the  requirements  set  forth  in the  Code of  Massachusetts  Regulation  ("CMR"),  209 CMR
53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);

         (hhh)  For any Mortgage Loan with the related Mortgaged Property located in State of Texas which is a second lien and the
interest rate is in excess of 10% and where terms of the Mortgage Note contain a provision for which the Mortgagor may be entitled to
prepaid interest upon payoff, no Mortgagor paid any administrative fees, points, or loan origination fees which would actually result
in any prepaid interest being due the Mortgagor under the terms of the Mortgage Note;

         (iii)   The Company has complied with all applicable anti-money laundering laws and regulations, including without
limitation the USA Patriot Act of 2001 (collectively, the Anti-Money Laundering Laws").  The Company has established an anti-money
laundering compliance program as required by the Anti-Money Laundering Laws and has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws.  The Company further
represents that it takes reasonable efforts to determine whether any Mortgagor appears on any list of blocked or prohibited parties
designated by the U.S. Department of Treasury; and

         (jjj)  If the Mortgage Loan is secured by a long-term residential lease, (1) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without the lessor's consent (or the lessor's consent has been
obtained) and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially similar protection (2) the terms of such lease do not (a) allow
the termination thereof upon the lessee's default without the holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of a lease in the event of damage or destruction as long as the Mortgage
is in existence or (c) prohibit the holder of the Mortgage from being insured under the hazard insurance policy relating to the
Mortgaged Property (3) the original term of such lease is not less than 15 years (4) the term of such lease does not terminate
earlier than 5 years after the maturity date of the Note and (5) the Mortgaged Property is located in a jurisdiction in which the use
of leasehold estates for residential properties is a widely-accepted practice.



         Section 3.03      Repurchase; Substitution.

         It is understood  and agreed that the  representations  and  warranties  set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage  Loans and delivery of the Mortgage  Loan  Documents to the  Purchaser,  or its  designee,  and shall inure to the
benefit of the  Purchaser,  notwithstanding  any  restrictive  or qualified  endorsement  on any  Mortgage  Note or  Assignment  or the
examination,  or lack of  examination,  of any Mortgage File.  Upon discovery by either the Company or the Purchaser of a breach of any
of the  foregoing  representations  and  warranties  which  materially  and  adversely  affects the value of the Mortgage  Loans or the
interest of the Purchaser in any Mortgage Loan, the party  discovering  such breach shall give prompt written notice to the other.  The
Company  shall have a period of sixty (60) days from the earlier of its  discovery  or its receipt of notice of any such breach  within
which to correct or cure such  breach.  The Company  hereby  covenants  and agrees that if any such  breach is not  corrected  or cured
within such sixty day period,  the Company  shall,  at the  Purchaser's  option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach,  repurchase  such Mortgage Loan at the Repurchase  Price or, with the  Purchaser's  prior consent
and at  Purchaser's  sole option,  substitute a Mortgage  Loan as provided  below.  In the event that any such breach shall involve any
representation  or warranty  set forth in Section  3.01,  and such breach is not cured  within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach,  all Mortgage Loans shall, at the option of the Purchaser,  be repurchased by the
Company at the  Repurchase  Price.  Any such  repurchase  shall be  accomplished  by wire transfer of  immediately  available  funds to
Purchaser in the amount of the Repurchase Price.

         If the  Company is required to  repurchase  any  Mortgage  Loan  pursuant to this  Section  3.03,  the Company  may,  with the
Purchaser's  prior  consent  and at  Purchaser's  sole  option,  within  ninety (90) days from the related  Closing  Date,  remove such
defective  Mortgage Loan from the terms of this Agreement and  substitute  another  mortgage loan for such defective  Mortgage Loan, in
lieu of  repurchasing  such  defective  Mortgage  Loan.  Any  substitute  Mortgage  Loan is subject  to  Purchaser  acceptability.  Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date

         The Company shall amend the related  Mortgage Loan Schedule to reflect the  withdrawal of the removed  Mortgage Loan from this
Agreement and the  substitution  of such  substitute  Mortgage  Loan  therefor.  Upon such  amendment,  the Purchaser  shall review the
Mortgage File delivered to it relating to the substitute  Mortgage Loan. In the event of such a substitution,  accrued  interest on the
substitute  Mortgage Loan for the month in which the substitution  occurs and any Principal  Prepayments made thereon during such month
shall be the property of the Purchaser  and accrued  interest for such month on the Mortgage  Loan for which the  substitution  is made
and any  Principal  Prepayments  made  thereon  during such month shall be the  property of the  Company.  The  principal  payment on a
substitute  Mortgage  Loan due on the Due Date in the month of  substitution  shall be the  property of the  Company and the  principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

         For any month in which the Company is  permitted  to  substitute  one or more  substitute  Mortgage  Loans,  the Company  will
determine the amount (if any) by which the aggregate  Stated  Principal  Balance  (after  application  of the principal  portion of all
scheduled  payments due in the month of  substitution)  of all the substitute  Mortgage Loans in the month of substitution is less then
the aggregate  Stated  Principal  Balance  (after  application  of the principal  portion of the scheduled  payment due in the month of
substitution)  of the such replaced  Mortgage  Loan. An amount equal to the aggregate of such  deficiencies  described in the preceding
sentence for any Remittance  Date shall be deposited  into the Custodial  Account by the Company on the related  Determination  Date in
the month following the calendar month during which the substitution occurred.

         It is  understood  and agreed that the  obligation  of the  Company  set forth in this  Section  3.03 to cure,  repurchase  or
substitute  for a defective  Mortgage Loan, and to indemnify  Purchaser  pursuant to Section 8.01,  constitute the sole remedies of the
Purchaser  respecting a breach of the foregoing  representations  and warranties.  If the Company fails to repurchase or substitute for
a defective  Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective  Mortgage Loan to Purchaser's  reasonable
satisfaction in accordance with this Section 3.03, or to indemnify  Purchaser  pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser  shall be entitled to pursue all remedies  available in this Agreement as a result  thereof.  No provision
of this paragraph  shall affect the rights of the Purchaser to terminate  this Agreement for cause,  as set forth in Sections 10.01 and
11.01.

         Any cause of action against the Company  relating to or arising out of the breach of any  representations  and warranties made
in Sections  3.01 and 3.02 shall  accrue as to any  Mortgage  Loan upon (i) the earlier of  discovery  of such breach by the Company or
notice  thereof by the Purchaser to the Company,  (ii) failure by the Company to cure such breach or  repurchase  such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

         In the event that any Mortgage  Loan is held by a REMIC,  notwithstanding  any  contrary  provision  of this  Agreement,  with
respect to any  Mortgage  Loan that is not in default or as to which no default is imminent,  no  substitution  pursuant to  Subsection
3.03 shall be made after the  applicable  REMIC's  "start up day" (as defined in Section  860G(a) (9) of the Code),  unless the Company
has obtained an Opinion of Counsel to the effect that such  substitution  will not (i) result in the imposition of taxes on "prohibited
transactions"  of such REMIC (as defined in Section  860F of the Code) or  otherwise  subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.

         If pursuant to the foregoing  provisions  the Company  repurchases a Mortgage Loan that is a MERS Mortgage  Loan,  the Company
shall either (a) cause MERS to execute and deliver an  assignment  of the  Mortgage in  recordable  form to transfer the Mortgage  from
MERS to the Company and shall cause such Mortgage to be removed from  registration  on the MERS® System in accordance  with MERS' rules
and regulations or (b) cause MERS to designate on the MERS® System the Company as the beneficial holder of such Mortgage Loan.

         Section 3.04      Representations and Warranties of the Purchaser.

         The Purchaser  represents,  warrants and  convenants  to the Company  that, as of the related  Closing Date or as of such date
specifically provided herein:

(a)      The  Purchaser  is a  corporation,  dully  organized  validly  existing  and in good  standing  under the laws of the State of
Delaware and is qualified to transact  business in, is in good standing  under the laws of, and  possesses  all licenses  necessary for
the conduct of its business in, each state in which any  Mortgaged  Property is located or is  otherwise  except or not required  under
applicable law to effect such qualification or license;

(b)      The  Purchaser  has full power and  authority to hold each  Mortgage  Loan,  to purchase  each  Mortgage Loan pursuant to this
Agreement  and the  related  Term Sheet and to  execute,  deliver  and  perform,  and to enter  into and  consummate  all  transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently  conducted,  has duly authorized the
execution,  delivery and  performance of this Agreement and the related Term Sheet,  has duly executed and delivered this Agreement and
the related Term Sheet;

         (c)      None of the execution and delivery of this Agreement and the related Term Sheet,  the purchase of the Mortgage Loans,
the consummation of the  transactions  contemplated  hereby,  or the fulfillment of or compliance with the terms and conditions of this
Agreement  and the related Term Sheet will conflict with any of the terms,  conditions  or  provisions  of the  Purchaser's  charter or
by-laws  or  materially  conflict  with or result in a material  breach of any of the  terms,  conditions  or  provisions  of any legal
restriction  or any agreement or  instrument to which the Purchaser is now a party or by which it is bound,  or constitute a default or
result in an  acceleration  under any of the  foregoing,  or result in the material  violation  of any law,  rule,  regulation,  order,
judgment or decree to which the Purchaser or its property is subject;

         (d)      There is no litigation pending or to the best of the Purchaser's knowledge,  threatened with respect to the Purchaser
which is reasonably  likely to have a material adverse effect on the purchase of the related  Mortgage Loans,  the execution,  delivery
or  enforceability  of this Agreement and the related Term Sheet,  or which is reasonably  likely to have a material  adverse effect on
the financial condition of the Purchaser;

         (e)      No  consent,  approval,  authorization  or order of any  court or  governmental  agency or body is  required  for the
execution,  delivery and  performance  by the  Purchaser of or compliance  by the  Purchaser  with this  Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the  consummation of the transactions  contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;

         (f)      The  consummation  of the  transactions  contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;

         (h)      The Purchaser  will treat the purchase of the Mortgage  Loans from the Company as a purchase for  reporting,  tax and
accounting purposes; and

         (i)      The  Purchaser  does not believe,  nor does it have any cause or reason to believe,  that it cannot  perform each and
every of its covenants contained in this Agreement and the related Term Sheet.

         The Purchaser shall indemnify the Company and hold it harmless against any claims,  proceedings,  losses, damages,  penalties,
fines,  forfeitures,  reasonable and necessary legal fees and related costs,  judgments,  and other costs and expenses resulting from a
breach by the Purchaser of the  representations  and  warranties  contained in this Section 3.04. It is understood  and agreed that the
obligations  of the Purchaser set forth in this Section 3.04 to indemnify the Company as provided  herein  constitute the sole remedies
of the Company respecting a breach of the foregoing representations and warranties.


                                                              ARTICLE IV

                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 4.01      Company to Act as Servicer.

         The Company,  as independent  contract  servicer,  shall service and  administer  the Mortgage  Loans in accordance  with this
Agreement and the related Term Sheet and with Accepted Servicing Practices,  and shall have full power and authority,  acting alone, to
do or cause to be done any and all things in connection  with such  servicing and  administration  which the Company may deem necessary
or desirable and  consistent  with the terms of this  Agreement and the related Term Sheet and with  Accepted  Servicing  Practices and
exercise the same care that it  customarily  employs for its own account.  Except as set forth in this  Agreement  and the related Term
Sheet,  the Company  shall  service the Mortgage  Loans in strict  compliance  with the  servicing  provisions of the Fannie Mae Guides
(special  servicing  option),  which include,  but are not limited to,  provisions  regarding the  liquidation of Mortgage  Loans,  the
collection of Mortgage Loan payments,  the payment of taxes,  insurance and other charges,  the maintenance of hazard  insurance with a
Qualified  Insurer,  the  maintenance  of mortgage  impairment  insurance,  the  maintenance  of fidelity bond and errors and omissions
insurance,  inspections,  the restoration of Mortgaged  Property,  the maintenance of Primary Mortgage  Insurance  Policies,  insurance
claims,  the title,  management  and  disposition  of REO Property,  permitted  withdrawals  with respect to REO Property,  liquidation
reports,  and reports of  foreclosures  and  abandonments of Mortgaged  Property,  the transfer of Mortgaged  Property,  the release of
Mortgage  Files,  annual  statements,  and  examination  of records and  facilities.  In the event of any  conflict,  inconsistency  or
discrepancy  between any of the servicing  provisions of this Agreement and the related Term Sheet and any of the servicing  provisions
of the Fannie Mae Guides,  the  provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser
and the Company.

         Consistent  with the terms of this  Agreement  and the related Term Sheet,  the Company may waive,  modify or vary any term of
any  Mortgage  Loan or consent to the  postponement  of any such term or in any manner  grant  indulgence  to any  Mortgagor  if in the
Company's reasonable and prudent determination such waiver,  modification,  postponement or indulgence is not materially adverse to the
Purchaser,  provided,  however, that unless the Company has obtained the prior written consent of the Purchaser,  the Company shall not
permit any  modification  with respect to any Mortgage Loan that would change the Mortgage  Interest  Rate,  defer for more than ninety
days or forgive any payment of  principal  or  interest,  reduce or  increase  the  outstanding  principal  balance  (except for actual
payments of principal) or change the final  maturity date on such Mortgage Loan. In the event of any such  modification  which has been
agreed to in writing by the  Purchaser  and which  permits the deferral of interest or principal  payments on any  Mortgage  Loan,  the
Company  shall,  on the Business Day  immediately  preceding the  Remittance  Date in any month in which any such principal or interest
payment has been  deferred,  deposit in the Custodial  Account from its own funds,  in accordance  with Section  4.04,  the  difference
between (a) such month's  principal and one month's  interest at the Mortgage Loan Remittance Rate on the unpaid  principal  balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor.  The Company shall be entitled to  reimbursement  for such advances to the
same extent as for all other advances  pursuant to Section 4.05.  Without  limiting the generality of the foregoing,  the Company shall
continue,  and is hereby authorized and empowered,  to prepare,  execute and deliver,  all instruments of satisfaction or cancellation,
or of partial or full release,  discharge and all other comparable instruments,  with respect to the Mortgage Loans and with respect to
the Mortgaged Properties.  Notwithstanding  anything herein to the contrary,  the Company may not enter into a forbearance agreement or
similar  arrangement  with  respect to any  Mortgage  Loan  which  term  exceeds 12 months in  duration.  Any such  agreement  shall be
approved by Purchaser and, if required,  by the Primary Mortgage  Insurance Policy insurer,  if required.  Any other loss mitigation or
workout  alternatives,  such as short sales or deeds in lieu of foreclosure,  shall be subject to the approval of the Purchaser and the
Primary Mortgage Insurance Policy insurer if applicable.

         Notwithstanding  anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through  Transfer,
the Company (a) with respect to such Mortgage  Loan,  shall not permit any  modification  with respect to such Mortgage Loan that would
change the Mortgage  Interest  Rate and (b) shall not (unless the  Mortgagor is in default with respect to such  Mortgage  Loan or such
default is, in the judgment of the Company,  reasonably  foreseeable) make or permit any modification,  waiver or amendment of any term
of such  Mortgage  Loan that would both (i) effect an exchange or  reissuance  of such Mortgage Loan under Section 1001 of the Code (or
Treasury  regulations  promulgated  thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.

         Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through  Transfer,  which is not  contemplated
under the terms of this  Agreement,  the Company  will  obtain an Opinion of Counsel  acceptable  to the  trustee in such  Pass-Through
Transfer with respect to whether such action could result in the  imposition of a tax upon any REMIC  (including but not limited to the
tax on  prohibited  transactions  as defined in Section  860F(a)(2)  of the Code and the tax on  contributions  to a REMIC set forth in
Section  860G(d) of the  Code)(either  such event,  an "Adverse  REMIC  Event"),  and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.

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

         In servicing  and  administering  the Mortgage  Loans,  the Company  shall employ  Accepted  Servicing  Practices,  giving due
consideration  to the  Purchaser's  reliance on the Company.  Unless a different time period is stated in this Agreement or the related
Term  Sheet,  Purchaser  shall be  deemed  to have  given  consent  in  connection  with a  particular  matter  if  Purchaser  does not
affirmatively  grant or deny consent  within five (5)  Business  Days from the date  Purchaser  receives a second  written  request for
consent for such matter from Company as servicer.

         The Mortgage Loans may be subserviced  by a Subservicer  on behalf of the Company  provided that the  Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact  business,  and licensed to service
mortgage  loans,  in the state or states where the related  Mortgaged  Properties it is to service are  situated,  if and to the extent
required by applicable law to enable the Subservicer to perform its obligations  hereunder and under the  Subservicing  Agreement,  and
in either case shall be a FHLMC or Fannie Mae approved  mortgage  servicer in good standing,  and no event has occurred,  including but
not limited to a change in  insurance  coverage,  which would make it unable to comply with the  eligibility  requirements  for lenders
imposed by Fannie Mae or for  seller/servicers  imposed by Fannie Mae or FHLMC,  or which would require  notification  to Fannie Mae or
FHLMC.  In addition,  each  Subservicer  will obtain and preserve its  qualifications  to do business as a foreign  corporation and its
licenses to service  mortgage loans, in each  jurisdiction  in which such  qualifications  and/or licenses are or shall be necessary to
protect the validity and  enforceability  of this  Agreement,  or any of the Mortgage Loans and to perform or cause to be performed its
duties  under the related  Subservicing  Agreement.  The Company may perform any of its  servicing  responsibilities  hereunder  or may
cause the  Subservicer  to perform any such servicing  responsibilities  on its behalf,  but the use by the Company of the  Subservicer
shall not release the Company from any of its  obligations  hereunder and the Company shall remain  responsible  hereunder for all acts
and  omissions of the  Subservicer  as fully as if such acts and  omissions  were those of the Company.  The Company shall pay all fees
and expenses of the  Subservicer  from its own funds,  and the  Subservicer's  fee shall not exceed the  Servicing  Fee.  Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.

         At the cost and expense of the Company,  without any right of reimbursement from the Custodial  Account,  the Company shall be
entitled  to  terminate  the rights and  responsibilities  of the  Subservicer  and arrange for any  servicing  responsibilities  to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph,  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Company,  at the  Company's  option,  from  electing to service the related  Mortgage
Loans itself.  In the event that the Company's  responsibilities  and duties under this  Agreement are  terminated  pursuant to Section
4.13,  8.04,  9.01 or 10.01 and if requested to do so by the  Purchaser,  the Company  shall at its own cost and expense  terminate the
rights and  responsibilities  of the  Subservicer  effective as of the date of  termination  of the Company.  The Company shall pay all
fees, expenses or penalties  necessary in order to terminate the rights and  responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.

         Notwithstanding  any of the provisions of this Agreement  relating to agreements or  arrangements  between the Company and the
Subservicer or any reference  herein to actions taken through the  Subservicer  or otherwise,  the Company shall not be relieved of its
obligations  to the  Purchaser  and shall be obligated to the same extent and under the same terms and  conditions  as if it alone were
servicing and  administering  the Mortgage  Loans.  The Company shall be entitled to enter into an agreement with the  Subservicer  for
indemnification  of the Company by the  Subservicer  and nothing  contained in this  Agreement  shall be deemed to limit or modify such
indemnification.  The Company will indemnify and hold  Purchaser  harmless from any loss,  liability or expense  arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

         Any  Subservicing  Agreement and any other  transactions or services  relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the  Subservicer and Company alone,  and the Purchaser  shall have no obligations,  duties or liabilities
with respect to the Subservicer  including no obligation,  duty or liability of Purchaser to pay the  Subservicer's  fees and expenses.
For purposes of distributions  and advances by the Company  pursuant to this Agreement,  the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.

         The Company will  transmit  full-file  credit  reporting  data for each Mortgage Loan pursuant to the Fannie Mae Selling Guide
and that for each  Mortgage  Loan,  the  Company  agrees it shall  report one of the  following  statuses  each month as  follows:  new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.

Section 4.02      Collection of Mortgage Loan Payments.

         Continuously  from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement,  the Company will
proceed  diligently to collect all payments due under each  Mortgage Loan when the same shall become due and payable and shall,  to the
extent such procedures  shall be consistent  with this Agreement,  Accepted  Servicing  Practices,  and the terms and provisions of any
related Primary Mortgage  Insurance Policy,  follow such collection  procedures as it follows with respect to mortgage loans comparable
to the  Mortgage  Loans and held for its own account.  Further,  the Company will take  special  care in  ascertaining  and  estimating
annual  escrow  payments,  and all other  charges  that,  as  provided  in the  Mortgage,  will  become  due and  payable,  so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

         Section 4.03      Realization Upon Defaulted Mortgage

         The Company shall use its best efforts,  consistent  with the procedures that the Company would use in servicing loans for its
own  account,  consistent  with  Accepted  Servicing  Practices,  any Primary  Mortgage  Insurance  Policies  and the best  interest of
Purchaser,  to foreclose upon or otherwise  comparably convert the ownership of properties  securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory  arrangements can be made for collection of delinquent  payments  pursuant
to Section 4.01. . Loan shall be demanded  within 90 days of default for Mortgaged  Properties for which no  satisfactory  arrangements
can be made for  collection  of  delinquent  payments,  subject to state and  federal law and  regulation.  Foreclosure  or  comparable
proceedings  shall be initiated  within one hundred  twenty (120) days of default for Mortgaged  Properties  for which no  satisfactory
arrangements  can be made for  collection of delinquent  payments,  subject to state and federal law and  regulation.  In the event any
payment due under any Mortgage Loan is not paid when the same becomes due and payable,  or in the event the Mortgagor  fails to perform
any other covenant or obligation under the Mortgage Loan and such failure  continues  beyond any applicable  grace period,  the Company
will  proceed  diligently  to collect all  payments  due and shall take such  action,  including  commencing  foreclosure,  as it shall
reasonably  deem to be in the best interests of the Purchaser in a manner  consistent  with Accepted  Servicing  Practices,  subject to
state and federal law and  regulation.  The Company shall use its best efforts to realize upon defaulted  Mortgage Loans in such manner
as will  maximize the receipt of principal  and interest by the  Purchaser,  taking into  account,  among other  things,  the timing of
foreclosure  proceedings.  The  foregoing  is subject to the  provisions  that,  in any case in which a Mortgaged  Property  shall have
suffered  damage,  the Company shall not be required to expend its own funds toward the  restoration  of such property  unless it shall
determine in its discretion  (i) that such  restoration  will increase the proceeds of liquidation of the related  Mortgage Loan to the
Purchaser  after  reimbursement  to itself for such expenses,  and (ii) that such expenses will be  recoverable by the Company  through
Insurance  Proceeds or  Liquidation  Proceeds from the related  Mortgaged  Property,  as  contemplated  in Section 4.05.  Company shall
obtain prior  approval of Purchaser as to repair or  restoration  expenses in excess of ten  thousand  dollars  ($10,000).  The Company
shall be responsible for all costs and expenses incurred by it in any such proceedings or functions;  provided,  however, that it shall
be entitled to  reimbursement  thereof from the related  property,  as  contemplated in Section 4.05.  Notwithstanding  anything to the
contrary  contained herein,  in connection with a foreclosure or acceptance of a deed in lieu of foreclosure,  in the event the Company
has  reasonable  cause to believe that a Mortgaged  Property is  contaminated  by hazardous or toxic  substances  or wastes,  or if the
Purchaser otherwise requests an environmental  inspection or review of such Mortgaged  Property,  such an inspection or review is to be
conducted by a qualified inspector at the Purchaser's  expense.  Upon completion of the inspection,  the Company shall promptly provide
the Purchaser  with a written  report of the  environmental  inspection.  After  reviewing the  environmental  inspection  report,  the
Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as  servicer of any  Mortgage  Loan which  becomes  ninety (90) days or greater  delinquent  in payment of a scheduled  Monthly
Payment,  without  payment of any termination fee with respect  thereto,  provided that the Company shall on the date said  termination
takes effect be reimbursed  for any  unreimbursed  advances of the Company's  funds made pursuant to Section 5.03 and any  unreimbursed
Servicing  Advances  and  Servicing  Fees in each  case  relating  to the  Mortgage  Loan  underlying  such  delinquent  Mortgage  Loan
notwithstanding  anything to the contrary set forth in Section 4.05. In the event of any such  termination,  the  provisions of Section
11.01 hereof shall apply to said termination and the transfer of servicing  responsibilities  with respect to such delinquent  Mortgage
Loan to the Purchaser or its designee.

         In the event that a Mortgage  Loan becomes part of a REMIC,  and becomes REO Property,  such property  shall be disposed of by
the  Company,  with the  consent of  Purchaser  as required  pursuant to this  Agreement,  before the close of the third  taxable  year
following  the taxable year in which the Mortgage Loan became an REO  Property,  unless the Company  provides to the trustee under such
REMIC an opinion of counsel to the effect that the  holding of such REO  Property  subsequent  to the close of the third  taxable  year
following  the  taxable  year in which the  Mortgage  Loan  became an REO  Property,  will not  result  in the  imposition  of taxes on
"prohibited  transactions"  as defined in Section 860F of the Code, or cause the  transaction to fail to qualify as a REMIC at any time
that  certificates  are  outstanding.   Company  shall  manage,  conserve,   protect  and  operate  each  such  REO  Property  for  the
certificateholders  solely for the purpose of its prompt  disposition  and sale in a manner which does not cause such  property to fail
to qualify as  "foreclosure  property"  within the meaning of Section  860F(a)(2)(E)  of the Code, or any "net income from  foreclosure
property"  which is subject to taxation  under the REMIC  provisions of the Code.  Pursuant to its efforts to sell such  property,  the
Company  shall either  itself or through an agent  selected by Company,  protect and conserve  such  property in the same manner and to
such an extent as is  customary  in the  locality  where  such  property  is  located.  Additionally,  Company  shall  perform  the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.

         Section 4.04      Establishment of Custodial Accounts; Deposits in Custodial Accounts.

         The Company shall segregate and hold all funds  collected and received  pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial  Accounts.  The Custodial  Account shall
be an Eligible Account.  Funds deposited in the Custodial  Account,  which shall be deposited within 24 hours of receipt,  shall at all
times be insured by the FDIC up to the FDIC  insurance  limits,  or must be invested in  Permitted  Investments  for the benefit of the
Purchaser.  Funds  deposited in the Custodial  Account may be drawn on by the Company in accordance  with Section 4.05. The creation of
any  Custodial  Account  shall be  evidenced by a letter  agreement in the form shown in Exhibit B hereto.  The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

         The  Company  shall  deposit in the  Custodial  Account on a daily  basis,  and retain  therein  the  following  payments  and
collections  received or made by it  subsequent  to the Cut-off  Date,  or received by it prior to the Cut-off Date but  allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

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

         (ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

         (iii) all Liquidation Proceeds;

         (iv) any amounts  required to be deposited  by the Company in  connection  with any REO Property  pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;

         (v) all Insurance  Proceeds  including  amounts required to be deposited  pursuant to Sections 4.08, 4.10 and 4.11, other than
proceeds  to be held in the Escrow  Account  and  applied to the  restoration  or repair of the  Mortgaged  Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

         (vi) all  Condemnation  Proceeds  affecting any Mortgaged  Property which are not released to the Mortgagor in accordance with
Accepted Servicing Practices, the loan documents or applicable law;

         (vii) any Monthly Advances;

         (viii) with respect to each full or partial Principal  Prepayment,  any Prepayment Interest  Shortfalls,  to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;

         (ix) any amounts  required to be deposited by the Company  pursuant to Section 4.10 in connection  with the deductible  clause
in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement therefor; and

         (x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

                  The foregoing  requirements for deposit in the Custodial  Account shall be exclusive,  it being understood and agreed
that,  without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the
extent  permitted  by Section  6.01,  need not be  deposited  by the  Company in the  Custodial  Account.  Any  interest  paid on funds
deposited in the Custodial  Account by the depository  institution  shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw  such interest from the Custodial  Account  pursuant to Section 4.05 (iv).  The Purchaser  shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.

         Section 4.05      Permitted Withdrawals From the Custodial Account.

         The Company may, from time to time, withdraw from the Custodial Account for the following purposes:

         (i)      to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

         (ii) to reimburse itself for Monthly  Advances,  the Company's right to reimburse itself pursuant to this subclause (ii) being
limited to amounts  received on the related  Mortgage Loan which  represent late  collections  (net of the related  Servicing  Fees) of
principal and/or interest  respecting  which any such advance was made, it being  understood  that, in the case of such  reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser,  except that,  where the Company is required to repurchase a
Mortgage  Loan,  pursuant  to Section  3.03,  the  Company's  right to such  reimbursement  shall be  subsequent  to the payment to the
Purchaser of the Repurchase  Price pursuant to such Section and all other amounts  required to be paid to the Purchaser with respect to
such Mortgage Loan;

         (iii) to reimburse  itself for  unreimbursed  Servicing  Advances and any unpaid  Servicing  Fees(or REO  administration  fees
described in Section 4.13),  the Company's  right to reimburse  itself  pursuant to this  subclause  (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation  Proceeds,  Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant  provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;  any recovery shall be made upon liquidation
of the REO Property;

         (iv)     to pay to itself as part of its servicing  compensation  (a) any interest  earned on funds in the  Custodial  Account
(all such interest to be withdrawn  monthly not later than each  Remittance  Date),  and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;

         (v)      to pay to itself with respect to each  Mortgage Loan that has been  repurchased  pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,

         (vi)     to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

         (vii)    to remove funds inadvertently placed in the Custodial Account by the Company; and

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

         Section 4.06      Establishment of Escrow Accounts; Deposits in Escrow Accounts.

         The Company shall segregate and hold all funds collected and received  pursuant to each Mortgage Loan which constitute  Escrow
Payments  separate  and apart  from any of its own funds and  general  assets  and shall  establish  and  maintain  one or more  Escrow
Accounts.  The Escrow  Account shall be an Eligible  Account.  Funds  deposited in each Escrow Account shall at all times be insured in
a manner to provide  maximum  insurance  under the insurance  limitations  of the FDIC,  or must be invested in Permitted  Investments.
Funds  deposited  in the Escrow  Account may be drawn on by the Company in  accordance  with Section  4.07.  The creation of any Escrow
Account  shall be  evidenced  by a letter  agreement  in the form shown in Exhibit C. The  original of such letter  agreement  shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.

         The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
such items as required under the terms of this Agreement;

         (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

         (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

                  The Company shall make  withdrawals  from the Escrow  Account only to effect such payments as are required under this
Agreement,  and for such other  purposes as shall be as set forth or in accordance  with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository  institution  other than interest on escrowed funds
required by law to be paid to the Mortgagor  and, to the extent  required by law, the Company  shall pay interest on escrowed  funds to
the Mortgagor  notwithstanding  that the Escrow Account is non-interest  bearing or that interest paid thereon is insufficient for such
purposes.  The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.

         Section 4.07      Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by Company only:

         (i)      to effect timely  payments of ground rents,  taxes,  assessments,  water rates,  Primary  Mortgage  Insurance  Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

         (ii)     to reimburse  Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

         (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

         (iv)     for transfer to the Custodial Account in accordance with the terms of this Agreement;

         (v)      for application to restoration or repair of the Mortgaged Property;

         (vi)     to pay to the Company,  or to the Mortgagor to the extent  required by law, any interest paid on the funds  deposited
in the Escrow Account;

         (vii) to clear and terminate the Escrow Account on the termination of this  Agreement.  As part of its servicing  duties,  the
Company  shall pay to the  Mortgagors  interest  on funds in Escrow  Account,  to the extent  required  by law,  and to the extent that
interest earned on funds in the Escrow Account is insufficient,  shall pay such interest from its own funds,  without any reimbursement
therefor; and

         (viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.

         Section 4.08      Payment of Taxes,  Insurance  and Other  Charges;  Maintenance  of Primary  Mortgage  Insurance  Policies;
         Collections Thereunder.

         With respect to each Mortgage  Loan,  the Company  shall  maintain  accurate  records  reflecting  the status of ground rents,
taxes,  assessments,  water  rates and other  charges  which are or may  become a lien upon the  Mortgaged  Property  and the status of
primary  mortgage  insurance  premiums and fire and hazard  insurance  coverage and shall obtain,  from time to time, all bills for the
payment of such charges,  including  renewal  premiums and shall effect payment thereof prior to the applicable  penalty or termination
date and at a time appropriate for securing maximum  discounts  allowable,  employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been  estimated and  accumulated  by the Company in amounts  sufficient  for such purposes,  as allowed
under the terms of the Mortgage or applicable  law. To the extent that the Mortgage does not provide for Escrow  Payments,  the Company
shall  determine  that any such  payments  are made by the  Mortgagor  at the time they first  become  due.  The Company  assumes  full
responsibility  for the  timely  payment of all such bills and shall  effect  timely  payments  of all such bills  irrespective  of the
Mortgagor's  faithful  performance  in the payment of same or the making of the Escrow  Payments and shall make  advances  from its own
funds to effect such payments.

         The Company will maintain in full force and effect Primary  Mortgage  Insurance  Policies  issued by a Qualified  Insurer with
respect to each Mortgage Loan for which such coverage is herein  required.  Such coverage will be terminated  only with the approval of
Purchaser,  or as  required by  applicable  law or  regulation.  The  Company  will not cancel or refuse to renew any Primary  Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement  unless a replacement  Primary
Mortgage  Insurance  Policy for such  canceled or nonrenewed  policy is obtained  from and  maintained  with a Qualified  Insurer.  The
Company shall not take any action which would result in non-coverage  under any applicable  Primary  Mortgage  Insurance  Policy of any
loss which,  but for the actions of the Company would have been covered  thereunder.  In connection with any assumption or substitution
agreement  entered into or to be entered  into  pursuant to Section  6.01,  the Company  shall  promptly  notify the insurer  under the
related  Primary  Mortgage  Insurance  Policy,  if any, of such assumption or substitution of liability in accordance with the terms of
such policy and shall take all actions which may be required by such insurer as a condition to the  continuation  of coverage under the
Primary  Mortgage  Insurance  Policy.  If such Primary  Mortgage  Insurance  Policy is  terminated  as a result of such  assumption  or
substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

         In  connection  with its  activities  as  servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the insurer under any Private Mortgage  Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance Policy respecting a defaulted  Mortgage Loan.  Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

         Section 4.09      Transfer of Accounts.

         The Company may  transfer  the  Custodial  Account or the Escrow  Account to a different  Eligible  Account from time to time.
Such transfer shall be made only upon  obtaining the prior written  consent of the  Purchaser,  which consent will not be  unreasonably
withheld.

         Section 4.10      Maintenance of Hazard Insurance.

         The Company  shall cause to be  maintained  for each Mortgage  Loan fire and hazard  insurance  with  extended  coverage as is
acceptable  to Fannie Mae or FHLMC and  customary  in the area where the  Mortgaged  Property is located in an amount which is equal to
the  lesser of (i) the  maximum  insurable  value of the  improvements  securing  such  Mortgage  Loan or (ii) the  greater  of (a) the
outstanding  principal  balance of the Mortgage Loan,  and (b) an amount such that the proceeds  thereof shall be sufficient to prevent
the Mortgagor  and/or the mortgagee from becoming a co-insurer.  If required by the Flood Disaster  Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood  insurance  policy  meeting the  requirements  of the current  guidelines of the Federal
Insurance  Administration in effect with an insurance  carrier  acceptable to Fannie Mae or FHLMC, in an amount  representing  coverage
not less than the least of (i) the  outstanding  principal  balance of the  Mortgage  Loan,  (ii) the  maximum  insurable  value of the
improvements  securing  such  Mortgage  Loan or (iii) the maximum  amount of  insurance  which is  available  under the Flood  Disaster
Protection  Act of 1973, as amended.  If at any time during the term of the Mortgage Loan,  the Company  determines in accordance  with
applicable  law and  pursuant to the Fannie Mae Guides that a Mortgaged  Property is located in a special  flood hazard area and is not
covered by flood  insurance or is covered in an amount less than the amount  required by the Flood Disaster  Protection Act of 1973, as
amended,  the Company shall notify the related  Mortgagor that the Mortgagor  must obtain such flood  insurance  coverage,  and if said
Mortgagor  fails to obtain the required flood  insurance  coverage within  forty-five  (45) days after such  notification,  the Company
shall  immediately  force place the required flood  insurance on the  Mortgagor's  behalf.  The Company shall also maintain on each REO
Property,  fire and hazard insurance with extended  coverage in an amount which is at least equal to the maximum insurable value of the
improvements  which are a part of such property,  and, to the extent required and available under the Flood Disaster  Protection Act of
1973, as amended,  flood insurance in an amount as provided above.  Any amounts  collected by the Company under any such policies other
than  amounts to be  deposited  in the Escrow  Account  and  applied to the  restoration  or repair of the  Mortgaged  Property  or REO
Property,  or released to the Mortgagor in accordance with Accepted Servicing  Practices,  shall be deposited in the Custodial Account,
subject to withdrawal  pursuant to Section 4.05. It is understood  and agreed that no other  additional  insurance  need be required by
the  Company of the  Mortgagor  or  maintained  on property  acquired  in respect of the  Mortgage  Loan,  other than  pursuant to this
Agreement,  the Fannie Mae Guides or such  applicable  state or federal  laws and  regulations  as shall at any time be in force and as
shall require such  additional  insurance.  All such policies  shall be endorsed with standard  mortgagee  clauses with loss payable to
the Company and its  successors  and/or  assigns and shall provide for at least thirty days prior written  notice of any  cancellation,
reduction in the amount or material  change in coverage to the Company.  The Company shall not interfere with the  Mortgagor's  freedom
of choice in selecting either his insurance carrier or agent,  provided,  however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.

         Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Company  shall obtain and maintain a blanket  policy  issued by an insurer  acceptable  to Fannie Mae or
FHLMC  insuring  against hazard losses on all of the Mortgage  Loans,  then, to the extent such policy  provides  coverage in an amount
equal to the amount  required  pursuant to Section 4.10 and otherwise  complies with all other  requirements  of Section 4.10, it shall
conclusively  be deemed to have  satisfied  its  obligations  as set forth in Section 4.10,  it being  understood  and agreed that such
policy may contain a deductible  clause,  in which case the Company  shall,  in the event that there shall not have been  maintained on
the related  Mortgaged  Property or REO Property a policy  complying  with Section  4.10,  and there shall have been a loss which would
have been covered by such policy,  deposit in the Custodial  Account the amount not otherwise  payable under the blanket policy because
of such  deductible  clause.  In connection  with its activities as servicer of the Mortgage  Loans,  the Company agrees to prepare and
present,  on behalf of the Purchaser,  claims under any such blanket  policy in a timely  fashion in accordance  with the terms of such
policy.  Upon request of the  Purchaser,  the Company shall cause to be delivered to the Purchaser a certified true copy of such policy
and shall use its best efforts to obtain a statement  from the insurer  thereunder  that such policy shall in no event be terminated or
materially modified without thirty (30) days' prior written notice to the Purchaser.

         Section 4.12      Fidelity Bond, Errors and Omissions Insurance.

         The Company shall maintain,  at its own expense,  a blanket fidelity bond and an errors and omissions  insurance policy,  with
broad  coverage  with  responsible  companies on all  officers,  employees or other  persons  acting in any capacity with regard to the
Mortgage Loan to handle funds,  money,  documents and papers  relating to the Mortgage  Loan. The Fidelity Bond shall be in the form of
the Mortgage  Banker's Blanket Bond and shall protect and insure the Company against losses,  including  forgery,  theft,  embezzlement
and fraud of such  persons.  The errors and omissions  insurance  shall protect and insure the Company  against  losses  arising out of
errors and  omissions  and  negligent  acts of such  persons.  Such errors and  omissions  insurance  shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance  policies  required  pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained  payment in full of the indebtedness  secured thereby.  No provision
of this Section 4.12  requiring  the Fidelity  Bond or errors and omissions  insurance  shall  diminish or relieve the Company from its
duties and  obligations  as set forth in this  Agreement.  The minimum  coverage  under any such bond and insurance  policy shall be at
least equal to the corresponding  amounts required by Fannie Mae in the Fannie Mae Guides.  Upon request by the Purchaser,  the Company
shall deliver to the  Purchaser a  certificate  from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such Fidelity Bond or insurance  policy
shall in no event be terminated or materially  modified  without thirty (30) days' prior written  notice to the Purchaser.  The Company
shall notify the Purchaser  within five (5) business days of receipt of notice that such Fidelity Bond or insurance  policy will be, or
has been,  materially  modified  or  terminated.  The  Purchaser  (or any party  having  the  status of  Purchaser  hereunder)  and any
subsidiary  thereof and their  successors  or assigns as their  interests  may appear must be named as loss payees on the Fidelity Bond
and as  additional  insured on the errors and omissions  policy.  Upon request by Purchaser,  Company shall provide  Purchaser  with an
insurance  certificate  certifying  coverage under this Section 4.12, and will provide an update to such certificate  upon request,  or
upon renewal or material modification of coverage.

         Section 4.13      Title, Management and Disposition of REO Property.

         In the event that title to the Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate  of sale shall be taken in the name of the Purchaser or its designee,  or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located,  or would be adversely  affected
under the "doing  business" or tax laws of such state by so holding  title,  the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent  with an opinion of counsel  obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located.  Any Person or Persons  holding such title other than the Purchaser  shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

         The Company  shall notify the  Purchaser in  accordance  with the Fannie Mae Guides of each  acquisition  of REO Property upon
such  acquisition  (and, in any event,  shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such  consummation),  together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged  Property obtained in connection with such acquisition,  and thereafter assume the  responsibility for marketing such REO
property in accordance with Accepted  Servicing  Practices.  Thereafter,  the Company shall continue to provide certain  administrative
services to the  Purchaser  relating to such REO  Property as set forth in this  Section  4.13.  The Company  shall,  either  itself or
through an agent selected by the Company, and in accordance with the Fannie Mae Guides manage,  conserve,  protect and operate each REO
Property in the same manner that it manages,  conserves,  protects and operates other foreclosed  property for its own account,  and in
the same manner that similar  property in the same  locality as the REO Property is managed.  The Company shall cause each REO Property
to be inspected  promptly  upon the  acquisition  of title  thereto and shall cause each REO Property to be inspected at least  monthly
thereafter or more  frequently as required by the  circumstances.  The Company shall make or cause to be made a written  report of each
such  inspection.  Such reports  shall be retained in the  Mortgage  File and copies  thereof  shall be forwarded by the Company to the
Purchaser upon request.

         The Company  shall use its best  efforts to dispose of the REO  Property as soon as possible  and shall sell such REO Property
in any event within one year after title has been taken to such REO Property,  unless the Company determines,  and gives an appropriate
notice to the  Purchaser to such effect,  that a longer  period is necessary for the orderly  liquidation  of such REO  Property.  If a
longer  period than one (1) year is permitted  under the  foregoing  sentence and is  necessary to sell any REO  Property,  the Company
shall report  monthly to the Purchaser as to the progress  being made in selling such REO Property.  No REO Property  shall be marketed
for less than the Appraised  Value,  without the prior consent of  Purchaser.  No REO Property  shall be sold for less than ninety five
percent (95%) of its Appraised Value,  without the prior consent of Purchaser.  All requests for  reimbursement  of Servicing  Advances
shall be in  accordance  with the Fannie Mae  Guides.  The  disposition  of REO  Property  shall be carried  out by the Company at such
price,  and upon such terms and  conditions,  as the Company deems to be in the best  interests of the Purchaser  (subject to the above
conditions) only with the prior written consent of the Purchaser.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as servicer of any such REO Property  without payment of any termination  fee with respect  thereto,  provided that the Company
shall on the date said  termination  takes effect be reimbursed for any  unreimbursed  advances of the Company's funds made pursuant to
Section 5.03 and any  unreimbursed  Servicing  Advances and Servicing Fees in each case relating to the Mortgage Loan  underlying  such
REO  Property  notwithstanding  anything  to the  contrary  set  forth in  Section  4.05.  In the  event of any such  termination,  the
provisions  of Section  11.01 hereof shall apply to said  termination  and the transfer of servicing  responsibilities  with respect to
such REO  Property to the  Purchaser  or its  designee.  Within five  Business  Days of any such  termination,  the Company  shall,  if
necessary  convey such property to the Purchaser and shall further provide the Purchaser with the following  information  regarding the
subject REO  Property:  the related  drive by  appraisal  or brokers  price  opinion,  and copies of any  related  Mortgage  Impairment
Insurance  Policy  claims.  In addition,  within five  Business  Days,  the Company  shall  provide the  Purchaser  with the  following
information  regarding  the subject REO  Property:  the related  trustee's  deed upon sale and copies of any related  hazard  insurance
claims, or repair bids.

         Section 4.14      Notification of Maturity Date.

          With respect to each Mortgage  Loan,  the Company  shall  execute and deliver to the Mortgagor any and all necessary  notices
required  under  applicable law and the terms of the related  Mortgage Note and Mortgage  regarding the maturity date if required under
applicable law.



                                                               ARTICLE V

                                                       PAYMENTS TO THE PURCHASER

         Section 5.01      Distributions.

         On each  Remittance  Date, the Company shall  distribute by wire transfer of immediately  available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding  Determination  Date, net of charges against
or  withdrawals  from the Custodial  Account  pursuant to Section 4.05,  plus (ii) all Monthly  Advances,  if any, which the Company is
obligated  to  distribute  pursuant to Section  5.03,  plus,  (iii)  interest at the Mortgage  Loan  Remittance  Rate on any  Principal
Prepayment  from the date of such Principal  Prepayment  through the end of the month for which  disbursement is made provided that the
Company's  obligation  as to  payment  of such  interest  shall  be  limited  to the  Servicing  Fee  earned  during  the  month of the
distribution,  minus (iv) any amounts  attributable  to Monthly  Payments  collected  but due on a Due Date or Dates  subsequent to the
preceding  Determination  Date,  which  amounts  shall be  remitted  on the  Remittance  Date next  succeeding  the Due Period for such
amounts.  It is understood  that, by operation of Section 4.04,  the remittance on the first  Remittance  Date with respect to Mortgage
Loans  purchased  pursuant to the related Term Sheet is to include  principal  collected  after the Cut-off Date through the  preceding
Determination  Date plus interest,  adjusted to the Mortgage Loan Remittance Rate collected through such  Determination  Date exclusive
of any portion thereof  allocable to the period prior to the Cut-off Date, with the  adjustments  specified in clauses (ii),  (iii) and
(iv) above.

         With respect to any remittance  received by the Purchaser  after the  Remittance  Date, the Company shall pay to the Purchaser
interest on any such late  payment at an annual rate equal to the Prime Rate,  adjusted as of the date of each  change,  plus three (3)
percentage  points,  but in no event greater than the maximum amount  permitted by applicable law. Such interest shall cover the period
commencing  with the day  following  the  Business  Day such  payment was due and ending with the Business Day on which such payment is
made to the  Purchaser,  both  inclusive.  The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.  On each  Remittance  Date,  the Company shall provide a remittance  report
detailing all amounts being remitted pursuant to this Section 5.01.

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each month, in
the  Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an  individual  Mortgage  Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business  Day of the  following  month on paper or a disk or tape or other  computer-readable  format in such format as may be mutually
agreed upon by both  Purchaser and Company,  and no later than the fifth  Business Day of the following  month in hard copy,  and shall
contain the following:

         (i) With  respect to each  Monthly  Payment,  the amount of such  remittance  allocable  to  principal  (including  a separate
breakdown of any Principal Prepayment,  including the date of such prepayment,  and any prepayment penalties or premiums,  along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)  with respect to each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)  the amount of servicing compensation received by the Company during the prior distribution period;

         (iv)  the aggregate Stated Principal Balance of the Mortgage Loans;

         (v)  the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;

         (vi) The number and aggregate  outstanding  principal  balances of Mortgage  Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and

         The Company shall also provide a trial  balance,  sorted in Purchaser's  assigned loan number order,  in the form of Exhibit E
hereto, with each such Report.

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

         In addition,  not more than sixty (60) days after the end of each calendar  year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements  of applicable  federal
income tax law as to the aggregate of remittances for the applicable portion of such year.

         Section 5.03      Monthly Advances by the Company.

         Not later than the close of business on the Business Day  preceding  each  Remittance  Date,  the Company shall deposit in the
Custodial Account an amount equal to all payments not previously  advanced by the Company,  whether or not deferred pursuant to Section
4.01, of principal  (due after the Cut-off  Date) and interest not  allocable to the period prior to the Cut-off Date,  adjusted to the
Mortgage Loan Remittance Rate,  which were due on a Mortgage Loan and delinquent at the close of business on the related  Determination
Date.

         The  Company's  obligation  to make such  Monthly  Advances as to any  Mortgage  Loan will  continue  through the last Monthly
Payment  due prior to the  payment  in full of the  Mortgage  Loan,  or  through  the  Remittance  Date  prior to the date on which the
Mortgaged Property  liquidates  (including  Insurance Proceeds,  proceeds from the sale of REO Property or Condemnation  Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be  nonrecoverable.  In such event,  the Company shall deliver to
the Purchaser an Officer's  Certificate  of the Company to the effect that an officer of the Company has reviewed the related  Mortgage
File and has made the reasonable determination that any additional advances are nonrecoverable.

         Section 5.04      Liquidation Reports.

         Upon the foreclosure  sale of any Mortgaged  Property or the acquisition  thereof by the Purchaser  pursuant to a deed-in-lieu
of  foreclosure,  the Company  shall submit to the  Purchaser a liquidation  report with respect to such  Mortgaged  Property in a form
mutually  acceptable to Company and Purchaser.  The Company shall also provide  reports on the status of REO Property  containing  such
information as Purchaser may reasonably require.

         Section 5.05      Prepayment Interest Shortfalls.

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

                                                              ARTICLE VI

                                                     GENERAL SERVICING PROCEDURES

         Section 6.01      Assumption Agreements.

         The Company  will,  to the extent it has  knowledge  of any  conveyance  or  prospective  conveyance  by any  Mortgagor of the
Mortgaged  Property  (whether by absolute  conveyance or by contract of sale, and whether or not the Mortgagor  remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the Company  shall not  exercise  any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related  Primary  Mortgage  Insurance  Policy,  if any. If the Company  reasonably  believes it is unable
under  applicable  law to enforce such  "due-on-sale"  clause,  the Company,  with the  approval of the  Purchaser,  will enter into an
assumption  agreement  with the person to whom the  Mortgaged  Property has been  conveyed or is proposed to be  conveyed,  pursuant to
which such person becomes liable under the Mortgage Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains
liable  thereon.  Where an assumption is allowed  pursuant to this Section 6.01,  the Company,  with the prior consent of the Purchaser
and the primary  mortgage  insurer,  if any, is authorized to enter into a substitution of liability  agreement with the person to whom
the  Mortgaged  Property  has been  conveyed or is proposed to be conveyed  pursuant to which the original  mortgagor is released  from
liability and such Person is  substituted as mortgagor and becomes liable under the related  Mortgage  Note. Any such  substitution  of
liability agreement shall be in lieu of an assumption agreement.

         In connection with any such assumption or substitution of liability,  the Company shall follow the underwriting  practices and
procedures  of the Company.  With respect to an  assumption  or  substitution  of  liability,  the Mortgage  Interest Rate borne by the
related  Mortgage Note,  the amount of the Monthly  Payment and the maturity date may not be changed  (except  pursuant to the terms of
the Mortgage Note). If the credit of the proposed  transferee does not meet such underwriting  criteria,  the Company diligently shall,
to the extent  permitted by the Mortgage or the Mortgage  Note and by applicable  law,  accelerate  the maturity of the Mortgage  Loan.
The Company  shall notify the  Purchaser  that any such  substitution  of  liability  or  assumption  agreement  has been  completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption  agreement,  which document shall be added
to the related  Mortgage File and shall,  for all purposes,  be considered a part of such Mortgage File to the same extent as all other
documents  and  instruments  constituting  a part  thereof.  All fees  collected  by the Company for  entering  into an  assumption  or
substitution of liability agreement shall belong to the Company.

         Notwithstanding  the foregoing  paragraphs of this Section or any other provision of this Agreement,  the Company shall not be
deemed to be in default,  breach or any other violation of its obligations  hereunder by reason of any assumption of a Mortgage Loan by
operation  of law or any  assumption  which the  Company may be  restricted  by law from  preventing,  for any reason  whatsoever.  For
purposes of this  Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property  subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

         Upon the payment in full of any Mortgage  Loan, or the receipt by the Company of a  notification  that payment in full will be
escrowed in a manner  customary  for such  purposes,  the Company  will  immediately  notify the  Purchaser by a  certification,  which
certification  shall  include a statement  to the effect that all amounts  received or to be received in  connection  with such payment
which are  required  to be  deposited  in the  Custodial  Account  pursuant  to Section  4.04 have been or will be so  deposited,  of a
Servicing  Officer and shall request  delivery to it of the portion of the Mortgage File held by the Purchaser.  The Purchaser shall no
later than five Business  Days after receipt of such  certification  and request,  release or cause to be released to the Company,  the
related  Mortgage  Loan  Documents  and, upon its receipt of such  documents,  the Company  shall  promptly  prepare and deliver to the
Purchaser the requisite  satisfaction  or release.  No later than five (5) Business Days following its receipt of such  satisfaction or
release,  the Purchaser shall deliver,  or cause to be delivered,  to the Company the release or satisfaction  properly executed by the
owner of record of the  applicable  mortgage  or its duly  appointed  attorney in fact.  No expense  incurred  in  connection  with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.

         In the event the  Company  satisfies  or  releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured by the  Mortgage  or should it  otherwise  prejudice  any right the  Purchaser  may have under the  mortgage  instruments,  the
Company,  upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding  principal balance of the
related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.  The Company  shall  maintain the Fidelity  Bond and errors and
omissions  insurance  insuring  the  Company  against  any loss it may sustain  with  respect to any  Mortgage  Loan not  satisfied  in
accordance with the procedures set forth herein.

         From time to time and as  appropriate  for the servicing or  foreclosure  of the Mortgage  Loan,  including for the purpose of
collection  under any Primary  Mortgage  Insurance  Policy,  the  Purchaser  shall,  upon  request of the  Company and  delivery to the
Purchaser of a servicing receipt signed by a Servicing  Officer,  release the portion of the Mortgage File held by the Purchaser to the
Company.  Such  servicing  receipt shall obligate the Company to return the related  Mortgage  documents to the Purchaser when the need
therefor by the Company no longer exists,  unless the Mortgage Loan has been  liquidated and the Liquidation  Proceeds  relating to the
Mortgage  Loan have been  deposited in the Custodial  Account or the Mortgage File or such document has been  delivered to an attorney,
or to a public  trustee or other  public  official as required by law,  for purposes of  initiating  or pursuing  legal action or other
proceedings for the foreclosure of the Mortgaged  Property either  judicially or  non-judicially,  and the Company has delivered to the
Purchaser a  certificate  of a Servicing  Officer  certifying  as to the name and address of the Person to which such  Mortgage File or
such  document was  delivered  and the purpose or purposes of such  delivery.  Upon  receipt of a  certificate  of a Servicing  Officer
stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.

         Section 6.03      Servicing Compensation.

         As  compensation  for its services  hereunder,  the Company shall be entitled to withdraw  from the Custodial  Account (to the
extent of interest payments  collected on the Mortgage Loans) or to retain from interest payments  collected on the Mortgage Loans, the
amounts  provided for as the Company's  Servicing Fee, subject to payment of compensating  interest on Principal  Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii).  Additional  servicing  compensation  in the form of assumption  fees, as provided
in Section 6.01, and late payment  charges or otherwise  shall be retained by the Company to the extent not required to be deposited in
the Custodial  Account.  No Servicing Fee shall be payable in connection with partial Monthly  Payments.  The Company shall be required
to pay all expenses  incurred by it in connection with its servicing  activities  hereunder and shall not be entitled to  reimbursement
therefor except as specifically provided for.

         Section 6.04      Annual Statement as to Compliance.

         The Company will deliver to the Purchaser not later than  February  28th of each year,  beginning  March 15, 2006, an executed
Officers'  Certificate  acceptable to the Purchaser stating,  as to each signatory thereof,  that (i) a review of the activities of the
Company  during the preceding  calendar year and of performance  under this  Agreement has been made under such officers'  supervision,
and (ii) to the best of such officers'  knowledge,  based on such review,  the Company has fulfilled all of its obligations  under this
Agreement  throughout  such year,  or, if there has been a default in the  fulfillment  of any such  obligation,  specifying  each such
default  known to such officers and the nature and status of cure  provisions  thereof.  Such  Officers'  Certificate  shall contain no
restrictions or limitations on its use.  Copies of such statement shall be provided by the Company to the Purchaser upon request.

         If the Company  cannot  deliver the related  Officers'  Certificate  by March 15th of such year,  the  Purchaser,  at its sole
option, may permit a cure period for the Company to deliver such Officers'  Certificate,  but in no event later than March 22nd of such
year.

         Failure of the Company to timely  comply with this  Section 6.05 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  and Purchaser  may, in addition to whatever  rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity  or to  damages,  including  injunctive  relief  and  specific  performance,  terminate  all the  rights  and
obligations of the Company under this  Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the
Company for the same, as provided in Section 9.01.  Such  termination  shall be considered with cause pursuant to Section 10.01 of this
Agreement.  This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

         Section 6.05      Annual Independent Certified Public Accountants' Servicing Report.

         The  Company,  at its  expense and not later than March 15th of each year,  beginning  March 15,  2006,  shall cause a firm of
independent  public  accountants which is a member of the American  Institute of Certified Public Accountants to furnish a statement to
the  Purchaser  acceptable  to the Purchaser to the effect that such firm has examined  certain  documents and records  relating to the
Company's  servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing  agreements  substantially  similar
to this  Agreement,  which  agreements  may  include  this  Agreement,  and  that,  on the  basis  of such  an  examination,  conducted
substantially in the uniform single audit program for mortgage  bankers,  such firm is of the opinion that the Company's  servicing has
been conducted in compliance with the agreements  examined  pursuant to this Section 6.05,  except for (i) such exceptions as such firm
shall believe to be immaterial,  and (ii) such other  exceptions as shall be set forth in such statement.  Such statement shall contain
no restrictions  or limitations on its use.  Copies of such statement  shall be provided by the Company to the Purchaser.  In addition,
on an annual basis, Company shall provide Purchaser with copies of its audited financial statements.

         Failure of the Company to timely  comply with this  Section 6.05 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  and Purchaser  may, in addition to whatever  rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity  or to  damages,  including  injunctive  relief  and  specific  performance,  terminate  all the  rights  and
obligations of the Company under this  Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the
Company for the same, as provided in Section 9.01.  Such  termination  shall be considered with cause pursuant to Section 10.01 of this
Agreement.  This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

         Section 6.06      Purchaser's Right to Examine Company Records.

         The Purchaser  shall have the right to examine and audit upon  reasonable  notice to the Company,  during business hours or at
such other times as might be reasonable  under  applicable  circumstances,  any and all of the books,  records,  documentation or other
information  of the Company,  or held by another for the Company or on its behalf or  otherwise,  which relates to the  performance  or
observance by the Company of the terms, covenants or conditions of this Agreement.

         The  Company  shall  provide  to the  Purchaser  and any  supervisory  agents or  examiners  representing  a state or  federal
governmental agency having jurisdiction over the Purchaser,  including but not limited to OTS, FDIC and other similar entities,  access
to any  documentation  regarding  the  Mortgage  Loans in the  possession  of the  Company  which  may be  required  by any  applicable
regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during normal business hours and at the offices
of the Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.



                                                              ARTICLE VII

                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01      Company Shall Provide Information as Reasonably Required.

         The Company  shall  furnish to the Purchaser  during the term of this  Agreement,  such  periodic,  special or other  reports,
information or documentation,  whether or not provided for herein,  as shall be necessary,  reasonable or appropriate in respect to the
Purchaser,  or otherwise in respect to the Mortgage  Loans and the  performance  of the Company  under this  Agreement,  including  any
reports,  information  or  documentation  reasonably  required to comply  with any  regulations  regarding  any  supervisory  agents or
examiners of the Purchaser all such reports or information  to be as provided by and in accordance  with such  applicable  instructions
and  directions as the Purchaser may  reasonably  request in relation to this  Agreement or the  performance  of the Company under this
Agreement.  The Company  agrees to execute and deliver all such  instruments  and take all such action as the  Purchaser,  from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

         In  connection  with  marketing the Mortgage  Loans,  the Purchaser  may make  available to a  prospective  purchaser  audited
financial  statements of the Company for the most recently  completed two (2) fiscal years for which such statements are available,  as
well as a  Consolidated  Statement of Condition at the end of the last two (2) fiscal years  covered by any  Consolidated  Statement of
Operations.  If it has not already done so, the Company shall furnish  promptly to the Purchaser or a prospective  purchaser  copies of
the statements specified above.

         The Company  shall make  reasonably  available to the  Purchaser or any  prospective  Purchaser a  knowledgeable  financial or
accounting officer for the purpose of answering  questions and to permit any prospective  purchaser to inspect the Company's  servicing
facilities for the purpose of satisfying such  prospective  purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.

                                                             ARTICLE VIII

                                                             THE SERVICER

         Section 8.01      Indemnification; Third Party Claims.

         The Company agrees to indemnify the Purchaser and hold it harmless  against any and all claims,  losses,  damages,  penalties,
fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties,  obligations,  covenants,  and  agreements  to service
the Mortgage Loans in strict  compliance  with the terms of this  Agreement.  The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties,  fines, forfeitures,  legal fees and related costs, judgments, and any
other costs,  fees and expenses  that the Purchaser  may sustain in any way related to the breach of a  representation  or warranty set
forth in Sections  3.01 or 3.02 of this  Agreement  or in any way related to the alleged  breach of any  representation  or warranty in
Sections 3.01 or 3.02 of this Agreement  related to compliance  with all  applicable  laws.  The Company shall  immediately  notify the
Purchaser if a claim is made by a third party against  Company with respect to this Agreement or the Mortgage  Loans,  assume (with the
consent of the Purchaser) the defense of any such claim and pay all expenses in connection  therewith,  including counsel fees, whether
or not such claim is settled  prior to judgment,  and promptly  pay,  discharge and satisfy any judgment or decree which may be entered
against it or the  Purchaser in respect of such claim.  The Company shall follow any written  instructions  received from the Purchaser
in connection with such claim.  The Purchaser shall promptly  reimburse the Company for all amounts  advanced by it pursuant to the two
preceding  sentences  except when the claim  relates to the failure of the Company to service and  administer  the  Mortgages in strict
compliance  with the terms of this  Agreement,  the breach of  representation  or warranty set forth in Sections  3.01 or 3.02,  or the
gross negligence,  bad faith or willful  misconduct of Company.  The provisions of this Section 8.01 shall survive  termination of this
Agreement.

         Section 8.02      Merger or Consolidation of the Company.

         The Company will keep in full effect its  existence,  rights and  franchises as a  corporation  under the laws of the state of
its incorporation  except as permitted herein,  and will obtain and preserve its qualification to do business as a foreign  corporation
in each  jurisdiction  in which such  qualification  is or shall be  necessary  to protect  the  validity  and  enforceability  of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.

         Any Person into which the Company may be merged or consolidated,  or any corporation resulting from any merger,  conversion or
consolidation  to which the Company shall be a party,  or any Person  succeeding to the business of the Company  whether or not related
to loan  servicing,  shall be the successor of the Company  hereunder,  without the execution or filing of any paper or any further act
on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however, that the successor or
surviving  Person  shall be an  institution  (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved  mortgagee whose primary  business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.

         Section 8.03      Limitation on Liability of the Company and Others.

         Neither  the  Company  nor any of the  officers,  employees  or agents of the  Company  shall be under  any  liability  to the
Purchaser  for any action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for
errors in  judgment  made in good  faith;  provided,  however,  that this  provision  shall not  protect the Company or any such person
against any breach of warranties or  representations  made herein,  or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement,  or any liability which would otherwise be imposed by reason of negligence,  bad faith or
willful  misconduct,  or any breach of the terms and conditions of this  Agreement.  The Company and any officer,  employee or agent of
the  Company  may rely in good faith on any  document  of any kind  prima  facie  properly  executed  and  submitted  by the  Purchaser
respecting any matters  arising  hereunder.  The Company shall not be under any obligation to appear in,  prosecute or defend any legal
action  which is not  incidental  to its duties to service  the  Mortgage  Loans in  accordance  with this  Agreement  and which in its
reasonable  opinion may involve it in any expenses or  liability;  provided,  however,  that the Company  may,  with the consent of the
Purchaser,  undertake any such action which it may deem  necessary or desirable in respect to this  Agreement and the rights and duties
of the parties hereto.  In such event,  the reasonable  legal expenses and costs of such action and any liability  resulting  therefrom
shall be expenses,  costs and  liabilities  for which the Purchaser will be liable,  and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.

         Section 8.04      Company Not to Assign or Resign.

         The Company shall not assign this  Agreement or resign from the  obligations  and duties hereby imposed on it except by mutual
consent  of the  Company  and the  Purchaser  or upon the  determination  that its duties  hereunder  are no longer  permissible  under
applicable law and such incapacity  cannot be cured by the Company.  Any such  determination  permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect  delivered to the  Purchaser  which  Opinion of Counsel shall be in form and
substance  acceptable to the Purchaser.  No such resignation  shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.

         Section 8.05      No Transfer of Servicing.

         With respect to the  retention of the Company to service the  Mortgage  Loans  hereunder,  the Company  acknowledges  that the
Purchaser has acted in reliance upon the Company's  independent  status,  the adequacy of its servicing  facilities,  plan,  personnel,
records and  procedures,  its integrity,  reputation and financial  standing and the continuance  thereof.  Without in any way limiting
the generality of this Section,  the Company shall not either assign this  Agreement or the servicing  hereunder or delegate its rights
or duties  hereunder  or any portion  thereof,  or sell or  otherwise  dispose of all or  substantially  all of its property or assets,
without the prior written  approval of the Purchaser,  which consent shall be granted or withheld in the Purchaser's  sole  discretion,
but if the  purchaser  of the  Company's  assetshas  the  qualifications  set  forth  in  Section  8.02,  then the  Purchaser  will not
unreasonably withhold consent.

         Without in any way  limiting  the  generality  of this Section  8.05,  in the event that the Company  either shall assign this
Agreement or the servicing  responsibilities  hereunder or delegate its duties  hereunder or any portion thereof without (i) satisfying
the  requirements  set forth herein or (ii) the prior written  consent of the  Purchaser,  then the  Purchaser  shall have the right to
terminate  this  Agreement,  without any payment of any penalty or damages and without any liability  whatsoever to the Company  (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.



                                                              ARTICLE IX

                                                                DEFAULT

         Section 9.01      Events of Default.

         In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:

         (i) any failure by the Company to remit to the  Purchaser  any payment  required to be made under the terms of this  Agreement
which continues unremedied for a period of one (1) Business Day; or

         (ii)  failure on the part of the Company  duly to observe or perform in any  material  respect any other of the  covenants  or
agreements on the part of the Company set forth in this  Agreement  which  continues  unremedied for a period of thirty (30) days after
the date on which  written  notice of such  failure,  requiring  the same to be  remedied,  shall have been given to the Company by the
Purchaser; or

         (iii) a decree  or  order  of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
conservator or receiver or liquidator in any insolvency,  bankruptcy,  readjustment  of debt,  marshalling of assets and liabilities or
similar proceedings,  or for the winding-up or liquidation of its affairs,  shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or

         (iv) the Company shall consent to the  appointment of a conservator or receiver or liquidator in any  insolvency,  bankruptcy,
readjustment of debt,  marshalling of assets and liabilities or similar  proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or

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

         (vi) Company  ceases to be approved by either  Fannie Mae or FHLMC as a mortgage  loan seller or servicer for more than thirty
days; or

         (vii) the Company  attempts to assign its right to  servicing  compensation  hereunder  or the Company  attempts,  without the
consent of the  Purchaser,  to sell or  otherwise  dispose of all or  substantially  all of its  property  or assets or to assign  this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or

         (viii) the Company ceases to be (a) licensed to service first lien  residential  mortgage loans in any  jurisdiction  in which
a Mortgaged  Property is located and such licensing is required,  and (b) qualified to transact  business in any jurisdiction  where it
is currently so qualified,  but only to the extent such  non-qualification  materially and adversely  affects the Company's  ability to
perform its obligations hereunder; or

         (ix)   the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in  writing to the  Company  (except  in the case of an Event of  Default  under  clauses  (iii),  (iv) or (v)  above,  in which  case,
automatically  and without  notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages,  including injunctive relief and specific performance,  terminate all the rights and obligations of the
Company  under this  Agreement  and in and to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the
same.  On or after the receipt by the Company of such  written  notice (or,  in the case of an Event of Default  under  clauses  (iii),
(iv) or (v) above,  in which case,  automatically  and without  notice),  all authority and power of the Company under this  Agreement,
whether with respect to the Mortgage  Loans or otherwise,  shall pass to and be vested in the successor  appointed  pursuant to Section
11.01.  Upon written  request from the  Purchaser,  the Company  shall  prepare,  execute and deliver,  any and all documents and other
instruments,  place in such  successor's  possession all Mortgage  Files,  and do or accomplish  all other acts or things  necessary or
appropriate  to effect the purposes of such notice of  termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage  Loans and related  documents,  or otherwise,  at the Company's  sole expense.  The Company  agrees to cooperate  with the
Purchaser and such successor in effecting the termination of the Company's  responsibilities and rights hereunder,  including,  without
limitation,  the transfer to such  successor  for  administration  by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

         Section 9.02      Waiver of Defaults.

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



                                                               ARTICLE X

                                                              TERMINATION

         Section 10.01     Termination.

         The respective  obligations  and  responsibilities  of the Company shall terminate upon: (i) the later of the final payment or
other  liquidation  (or any advance with respect  thereto) of the last Mortgage Loan and the  disposition of all remaining REO Property
and the  remittance  of all funds due  hereunder;  or (ii) by mutual  consent of the Company  and the  Purchaser  in writing;  or (iii)
termination  with cause under the terms of this  Agreement.  Termination  of the  Agreement  pursuant to Section 10.01 (iii) shall void
Purchaser's  obligation  to purchase  Mortgage  Loans for which  Purchaser  has issued a  Confirmation,  commitment  confirmation  or a
substantially similar commitment to purchase Mortgage Loans.

         Section 10.02     Termination Without Cause.

         The Purchaser may, at its sole option,  terminate any rights the Company may have hereunder,  without cause, upon no less than
90 days written  notice.  Any such notice of termination  shall be in writing and delivered to the Company as provided in Section 11.05
of this  Agreement.  In the event that the Company is  terminated  pursuant to this Section 10.02 without  cause,  the Purchaser  shall
solicit,  by public  announcement,  bids from three  organizations  reasonably  acceptable  to the  Purchaser  for the  purchase of the
servicing  functions.  Following  receipt of such bids,  the Purchaser  shall either (a)  negotiate  and effect the transfer,  sale and
assignment of the Agreement to the party  submitting  the highest  satisfactory  bid, which purchase price shall be paid to the Company
upon transfer of the servicing  rights and  obligations  under this Agreement to the Company's  successor,  or (b) pay to the Company a
termination  fee equal to the amount of the party  submitting the highest  satisfactory  bid.  Notwithstanding  anything  herein to the
contrary,  the Purchaser shall deduct all costs and expenses of any public  announcement  and any other expenses  relating to the sale,
transfer and assignment of this Agreement from the sum payable to Company pursuant to the previous sentence.

         Section 10.03     Survival.

         Termination  of this  Agreement  under  Section  10.01 or Section  10.02  shall not affect  any of the  Company's  obligations
regarding repurchase, indemnification or otherwise, all of which shall survive such termination and remain in full force and effect.

                                                              ARTICLE XI

                                                       MISCELLANEOUS PROVISIONS

         Section 11.01     Successor to the Company.

         Prior to termination of Company's  responsibilities  and duties under this Agreement  pursuant to Sections 4.13,  8.04,  9.01,
10.01  (ii) or (iii),  the  Purchaser  shall (i)  succeed  to and  assume all of the  Company's  responsibilities,  rights,  duties and
obligations  under this Agreement,  or (ii) appoint a successor having the  characteristics  set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the  responsibilities,  duties and  liabilities of the Company under this Agreement prior
to the termination of Company's  responsibilities,  duties and liabilities  under this Agreement.  In connection with such  appointment
and assumption,  the Purchaser may make such  arrangements  for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor  shall agree. In the event that the Company's  duties,  responsibilities  and  liabilities  under this
Agreement should be terminated pursuant to the aforementioned  Sections,  the Company shall discharge such duties and  responsibilities
during the period from the date it acquires  knowledge of such  termination  until the  effective  date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this  Agreement,  and shall take no action  whatsoever that might impair
or  prejudice  the  rights  or  financial  condition  of  its  successor.  The  resignation  or  removal  of  Company  pursuant  to the
aforementioned  Sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this Section and shall in no
event  relieve the Company of the  representations  and  warranties  made  pursuant to Sections  3.01,  3.02 and 3.03 and the  remedies
available to the Purchaser  thereunder  and under Section 8.01,  it being  understood  and agreed that the  provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company  notwithstanding  any such  resignation or termination of the Company,  or
the termination of this Agreement.

         Any  successor  appointed as provided  herein shall  execute,  acknowledge  and deliver to the Company and to the Purchaser an
instrument  accepting  such  appointment,  whereupon  such  successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations  and liabilities of the Company,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Company or this  Agreement  pursuant to Section 4.13,  8.04,  9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.

         The Company  shall  promptly  deliver to the  successor  the funds in the  Custodial  Account  and the Escrow  Account and the
Mortgage  Files and related  documents and  statements  held by it hereunder  and the Company shall account for all funds.  The Company
shall execute and deliver such  instruments  and do such other things all as may  reasonably  be required to more fully and  definitely
vest and confirm in the successor all such rights,  powers, duties,  responsibilities,  obligations and liabilities of the Company. The
successor shall make  arrangements as it may deem  appropriate to reimburse the Company for  unrecovered  Servicing  Advances which the
successor  retains  hereunder  and which would  otherwise  have been  recovered by the Company  pursuant to this  Agreement but for the
appointment of the successor servicer.

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

         Section 11.02     Amendment.

         This  Agreement may be amended from time to time by the Company and the Purchaser by written  agreement  signed by the Company
and the Purchaser.

         Section 11.03     Recordation of Agreement.

         To the extent  permitted by applicable  law, this Agreement is subject to recordation  in all  appropriate  public offices for
real property  records in all the counties or other comparable  jurisdictions  in which any of the properties  subject to the Mortgages
are situated,  and in any other  appropriate  public recording  office or elsewhere,  such recordation to be effected by the Company at
the  Company's  expense on  direction  of the  Purchaser  accompanied  by an opinion  of  counsel to the effect  that such  recordation
materially and beneficially  affects the interest of the Purchaser or is necessary for the  administration or servicing of the Mortgage
Loans.

         Section 11.04     Governing Law.

         This  Agreement and the related Term Sheet shall be governed by and construed in accordance  with the laws of the State of New
York  except to the extent  preempted  by Federal  law.  The  obligations,  rights  and  remedies  of the  parties  hereunder  shall be
determined in accordance with such laws.

         Section 11.05     Notices.

         Any  demands,  notices or other  communications  permitted  or  required  hereunder  shall be in  writing  and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or certified  mail,  return receipt  requested,  or transmitted by telex,  telegraph or telecopier and confirmed by a similar
mailed writing, as follows:

         (i)      if to the Company:

                  Michael T. Stilb / Senior Vice President
                  2929 Walden Avenue
                  Depew, New York 14043

         (ii)     if to the Purchaser:

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II,
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Ralene Ruyle
                  Telecopier No.:  (972) 444-2810

                  With a copy to:

                  Bear Stearns Mortgage Capital Corporation
                  383 Madison Avenue
                  New York, New York 10179
                  Attention:  Mary Haggerty
                  Telecopier No.: (212) 272-5591

or such other  address as may  hereafter  be furnished to the other party by like  notice.  Any such  demand,  notice or  communication
hereunder  shall be deemed to have been received on the date  delivered to or received at the premises of the addressee (as  evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).

         Section 11.06     Severability of Provisions.

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

         Section 11.07     Exhibits.

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

         Section 11.08     General Interpretive Principles.

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

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

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

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

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

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

         (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration; and

         (viii)   headings of the Articles and Sections in this  Agreement are for  reference  purposes only and shall not be deemed to
have any substantive effect.

         Section 11.09     Reproduction of Documents.

         This Agreement and all documents relating thereto,  including,  without  limitation,  (i) consents,  waivers and modifications
which may hereafter be executed,  (ii) documents  received by any party at the closing,  and (iii) financial  statements,  certificates
and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,  micro-card,
miniature  photographic or other similar process.  The parties agree that any such reproduction  shall be admissible in evidence as the
original  itself in any judicial or  administrative  proceeding,  whether or not the  original is in existence  and whether or not such
reproduction  was made by a party in the regular course of business,  and that any  enlargement,  facsimile or further  reproduction of
such reproduction shall likewise be admissible in evidence.

         Section 11.10     Confidentiality of Information.

         Each party recognizes  that, in connection with this Agreement,  it may become privy to non-public  information  regarding the
financial condition,  operations and prospects of the other party. Each party agrees to keep all non-public  information  regarding the
other party  strictly  confidential,  and to use all such  information  solely in order to  effectuate  the  purpose of the  Agreement,
provided that each party may provide  confidential  information  to its  employees,  agents and affiliates who have a need to know such
information in order to effectuate the transaction,  provided  further that such  information is identified as confidential  non-public
information.  In addition,  confidential  information may be provided to a regulatory  authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.

         The Company  agrees that the Company (i) shall comply with any  applicable  laws and  regulations  regarding  the privacy and
security of Consumer Information  including,  but not limited to the  Gramm-Leach-Bliley  Act, Title V, Subtitle A, 15 U.S.C. § 6801 et
seq.,  (ii) shall not use Consumer  Information in any manner  inconsistent  with any applicable  laws and  regulations  regarding the
privacy and security of Consumer  Information,  (iii) shall not disclose Consumer  Information to third parties except at the specific
written  direction of the  Purchaser,  (iv) shall  maintain  adequate  physical,  technical and  administrative  safeguards to protect
Consumer  Information from unauthorized  access as provided by the applicable laws and regulations,  and (v) shall immediately  notify
the Purchaser of any actual or suspected breach of the confidentiality of Consumer  Information that would have a material and adverse
effect on the Purchaser.

         The Company agrees that the Company shall indemnify,  defend and hold the Purchaser harmless from and against any loss, claim
or liability the Purchaser may suffer by reason of the Company's failure to perform the obligations set forth in this Section 11.10.

         Section 11.11     Recordation of Assignments of Mortgage.

         To the extent  permitted by applicable  law, each of the  Assignments  is subject to  recordation  in all  appropriate  public
offices  for real  property  records  in all the  counties  or other  comparable  jurisdictions  in which  any or all of the  Mortgaged
Properties are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected by and at
the Company's  expense in the event  recordation  is either  necessary  under  applicable law or requested by the Purchaser at its sole
option.

         Section 11.12     Assignment.

     The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
     Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
     hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
     designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans.  In no event
     shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
     unreasonably denied.  All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.  The
     Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign,
     in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.


         Section 11.13     No Partnership.

         Nothing herein contained shall be deemed or construed to create a  co-partnership  or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.

         Section 11.14     Signature Pages/Counterparts; Successors and Assigns.

         This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully executed  copies,  each of which
shall constitute a fully executed  original  Agreement,  and/or (ii) in counterparts  having one or more original  signatures,  and all
such  counterparts  containing the original  signatures of all of the parties  hereto taken together shall  constitute a fully executed
original  Agreement or Term Sheet, as applicable,  and/or (iii) by delivery of one or more original signed signature pages to the other
parties hereto (x) by mail or courier,  and/or (y) by electronic  transmission,  including without limitation by telecopier,  facsimile
or email of a scanned  image  ("Electronic  Transmission"),  each of which as received  shall  constitute  for all purposes an executed
original  signature  page of such party.  The Purchaser may deliver a copy of this Agreement  and/or any Term Sheet,  fully executed as
provided  herein,  to each other party hereto by mail and/or  courier  and/or  Electronic  Transmission,  and such copy as so delivered
shall  constitute a fully executed  original  Agreement or Term Sheet,  as applicable,  superseding  any prior form of the Agreement or
Term Sheet,  as applicable,  that differs  therefrom in any respect.  This Agreement  shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successor and assigns.

         Section 11.15     Entire Agreement.

         The Company  acknowledges that no representations,  agreements or promises were made to the Company by the Purchaser or any of
its employees other than those  representations,  agreements or promises  specifically  contained herein and in the  Confirmation.  The
Confirmation and this Agreement and the related Term Sheet sets forth the entire  understanding  between the parties hereto;  provided,
however,  only this  Agreement and the related Term Sheet shall be binding upon all  successors  of both  parties.  In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.

         Section 11.16.  No Solicitation.

         From and after the  Closing  Date,  the  Company  agrees  that it will not take any action or permit or cause any action to be
taken by any of its agents or  affiliates,  to  personally,  by telephone or mail,  solicit the borrower or obligor  under any Mortgage
Loan to refinance the Mortgage  Loan, in whole or in part,  without the prior written  consent of the  Purchaser.  Notwithstanding  the
foregoing,  it is  understood  and agreed that (i)  promotions  undertaken  by the Company or any  affiliate  of the Company  which are
directed to the general public at large, or segments  thereof,  provided that no segment shall consist primarily of the Mortgage Loans,
including,  without  limitation,  mass  mailing  based  on  commercially  acquired  mailing  lists,  newspaper,  radio  and  television
advertisements  and (ii)  responses  to  unsolicited  requests or inquiries  made by a Mortgagor or an agent of a Mortgagor,  shall not
constitute  solicitation  under this  Section  11.16.  This  Section  11.16 shall not be deemed to  preclude  the Company or any of its
affiliates  from  soliciting  any Mortgagor  for any other  financial  products or services.  The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.

         Section 11.17.  Closing.

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

         The closing for the  Mortgage  Loans to be purchased  on the related  Closing  Date shall be subject to each of the  following
conditions:

         (a)      at least one (1)  Business  Day prior to the related  Closing  Date,  the Company  shall  deliver to the  Purchaser a
magnetic  diskette,  or transmit by modem, a listing on a loan-level  basis of the information  contained in the related  Mortgage Loan
Schedule attached to the related Term Sheet;

         (b)      all of the  representations  and warranties of the Company under this Agreement  shall be materially true and correct
as of the related  Closing  Date and no event  shall have  occurred  which,  with notice or the  passage of time,  would  constitute  a
material default under this Agreement;

         (c)      the  Purchaser  shall have  received,  or the  Purchaser's  attorneys  shall have  received in escrow,  all documents
required pursuant to this Agreement,  the related Term Sheet, an opinion of counsel and an officer's certificate,  all in such forms as
are agreed upon and  acceptable to the Purchaser,  duly executed by all  signatories  other than the Purchaser as required  pursuant to
the terms hereof;

         (d)      the Company shall have  delivered and released to the Purchaser (or its designee) on or prior to the related  Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and

         (e)      all other terms and  conditions  of this  Agreement,  the  related  Term Sheet and the  Confirmation  shall have been
materially complied with.

         Subject to the foregoing  conditions,  the Purchaser  shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued  interest  pursuant to Section 2.02 of this  Agreement,  by wire transfer of  immediately  available  funds to the account
designated by the Company.

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)       one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or  more  trusts  or  other  entities  to be  formed  as  part of one or more  pass-through  transfers  (each,  a
"Pass-Through Transfer").

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater  obligations  on the part of Company than are  contained  in this  Agreement.  Notwithstanding  anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set  forth  in  this  Agreement  as of the  settlement  or  closing  date  in  connection  with  such
Reconstitution  (each, a  "Reconstitution  Date").  In that  connection,  the Company shall provide to such servicer or issuer,  as the
case  may be,  and any  other  participants  in such  Reconstitution:  (i) any  and  all  information  (including  servicing  portfolio
information)  and  appropriate  verification  of  information  (including  servicing  portfolio  information)  which may be  reasonably
available  to the  Company,  whether  through  letters of its auditors  and counsel or  otherwise,  as the  Purchaser or any such other
participant  shall request upon  reasonable  demand;  and (ii) such  additional  representations,  warranties,  covenants,  opinions of
counsel,  letters from auditors,  and certificates of public officials or officers of the Company as are reasonably  agreed upon by the
Company and the  Purchaser  or any such other  participant.  In  connection  with each  Pass-Through  Transfer,  the Company  agrees to
provide reasonable and customary  indemnification to the Purchaser and its affilates for disclosure  contained in any offering document
relating to the Company or its  affilates,  the Mortgage  Loans and the  underwriting  standards of the Mortgage  Loans.  The Purchaser
shall be responsible for the costs relating to the delivery of such information.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.




         IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names to be signed hereto by their  respective  officers
thereunto duly authorized as of the day and year first above written.

                                                     EMC MORTGAGE CORPORATION
                                                               Purchaser

                                                     By:________________________
                                                     Name:
                                                     Title:


                                                     HSBC MORTGAGE CORPORATION (USA)
                                                                Company

                                                     By: _______________________
                                                     Name:
                                                     Title:




                                                               EXHIBIT A
                                                       CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage  Loan,  the Mortgage File shall  include each of the following  items,  which shall be available
for  inspection by the  Purchaser,  and which shall be retained by the Company in the  Servicing  File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

         1. The original  Mortgage  Note endorsed  "Pay to the order of  ____________________________________________________,  without
recourse," and signed via original  signature in the name of the Company by an authorized  officer,  with all intervening  endorsements
showing a  complete  chain of title from the  originator  to the  Company,  together  with any  applicable  riders.  In no event may an
endorsement  be a facsimile  endorsement.  If the Mortgage  Loan was acquired by the Company in a merger,  the  endorsement  must be by
"[Company],  successor by merger to the [name of  predecessor]".  If the Mortgage  Loan was acquired or originated by the Company while
doing business under another name, the  endorsement  must be by "[Company]  formerly known as [previous  name]".  Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.

         2.       Except as  provided  below and for each  Mortgage  Loan  that is not a MERS  Mortgage  Loan,  the  original  Mortgage
(together  with a standard  adjustable  rate mortgage  rider) with evidence of recording  thereon,  or a copy thereof  certified by the
public  recording  office in which such  mortgage  has been  recorded  or, if the  original  Mortgage  has not been  returned  from the
applicable  public  recording  office,  a true certified copy,  certified by the Company.  With respect to each MERS Mortgage Loan, the
original  Mortgage,  noting the presence of the MIN of the Mortgage Loans and either  language  indicating  that the Mortgage Loan is a
MOM Loan or if the Mortgage Loan was not a MOM Loan at  origination,  the original  Mortgage and the assignment  thereof to MERS,  with
evidence of recording  indicated  thereon,  or a copy of the Mortgage  certified by the public  recording office in which such Mortgage
has been recorded.

         3.     The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

         4.       In the case of each Mortgage  Loan that is not a MERS Mortgage  Loan,  the original  Assignment,  from the Company to
_____________________________________,  or in accordance with  Purchaser's  instructions,  which  assignment  shall, but for any blanks
requested by  Purchaser,  be in form and substance  acceptable  for  recording.  If the Mortgage Loan was acquired or originated by the
Company while doing  business  under another name, the Assignment  must be by "[Company]  formerly  known as [previous  name]".  If the
Mortgage  Loan was acquired by the Company in a merger,  the  endorsement  must be by  "[Company],  successor by merger to the [name of
predecessor]".  None of the Assignments are blanket assignments of mortgage.

         5.       The original policy of title insurance,  including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

         6.       In the  case  of  each  Mortgage  Loan  that is not a MERS  Mortgage  Loan,  originals  of all  recorded  intervening
Assignments,  or copies  thereof,  certified by the public  recording  office in which such  Assignments  have been recorded  showing a
complete  chain of title from the originator to the Company,  with evidence of recording  thereon,  or a copy thereof  certified by the
public  recording  office in which such  Assignment  has been  recorded or, if the original  Assignment  has not been returned from the
applicable public recording office, a true certified copy, certified by the Company.

         7.       Originals,  or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption,  extension,  modification,  written assurance or substitution  agreements,  if applicable,  or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

         8.       If the Mortgage Note or Mortgage or any other material document or instrument  relating to the Mortgage Loan has been
signed by a person on behalf of the  Mortgagor,  the  original or copy of power of attorney or other  instrument  that  authorized  and
empowered such person to sign bearing evidence that such instrument has been recorded,  if so required in the appropriate  jurisdiction
where the Mortgaged  Property is located,  or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original  instrument has not been returned from the applicable  public  recording  office,  a true certified  copy,
certified by the Company.

         9.       reserved.

         10.      Mortgage Loan closing  statement  (Form HUD-1) and any other  truth-in-lending  or real estate  settlement  procedure
forms required by law.

         11.      Residential loan application.

         12.      Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.

         13.      Credit report on the mortgagor.

         14.      Business credit report, if applicable.

         15.      Residential appraisal report and attachments thereto.

         16.      The original of any guarantee executed in connection with the Mortgage Note.

         17.      Verification of employment and income except for Mortgage Loans  originated  under a limited  documentation  program,
all in accordance with Company's underwriting guidelines.

         18.      Verification of acceptable evidence of source and amount of down payment,  in accordance with Company's  underwriting
guidelines.

         19.      Photograph of the Mortgaged Property (may be part of appraisal).

         20.      Survey of the Mortgaged Property, if any.

         21.      Sales contract, if applicable.

         22.      If available, termite report, structural engineer's report, water portability and septic certification.

         23.      Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

         24.      Name affidavit, if applicable.

         Notwithstanding  anything  to the  contrary  herein,  Company  may  provide  one  certificate  for all of the  Mortgage  Loans
indicating that the documents were delivered for recording.

         (B)      With  respect to each Co-op Loan,  as  applicable  and as required by the  applicable  laws of the state in which the
related  Cooperative  apartment is located,  copies of: (A) the proprietary  lease, (B) the security  agreement,  (C) the assignment of
the proprietary  lease, with all intervening  assignments  showing a complete chain of title and an assignment  thereof by such Seller,
(D) the original stock  certificate  evidencing  the ownership of the  Cooperative  apartment  endorsed or accompanied by a stock power
relating  to such stock  certificate  executed  in blank,  (E) a  recognition  agreement  in form  approved  by  Seller's  underwriting
guidelines,  in  substantially  the same form as the  standard  "AZTECH"  form,  (F)  copies of the  financing  statement  filed by the
applicable  Company as secured party and, if applicable,  a filed UCC-3 assignment of the subject security  interest showing a complete
chain of title,  together with an executed UCC-3  Assignment of such security  interest by the Company in a form sufficient for filing,
and (G) such other  documents as are necessary for the  perfection of a lien against the related Co-op Loan ownership  interests  under
applicable law.




                                                               EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                         ______________, 2002

To:      [_______________________]
         (the "Depository")

         As "Company" under the Purchase,  Warranties and Servicing  Agreement,  dated as of May 1, 2001 Adjustable Rate Mortgage Loans
(the  "Agreement"),  we hereby  authorize and request you to establish an account,  as a Custodial  Account pursuant to Section 4.04 of
the Agreement, to be designated as  "[______________________________________],  in trust for the [Purchaser],  Owner of Adjustable Rate
Mortgage  Loans".  All deposits in the account  shall be subject to  withdrawal  therefrom by order signed by the Company.  This letter
is submitted to you in duplicate.  Please execute and return one original to us.

                                                              [__________________________]

                                                           By:____________________________

                                                           Name:__________________________

                                                           Title:_________________________



         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  [__________],  at the office of the depository  indicated  above,  and agrees to honor  withdrawals on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                                     HSBC MORTGAGE CORPORATION (USA)

                                                     By:____________________________

                                                     Name:__________________________

                                                     Title:_________________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT
                                                          _____________, 2002

To:      [_______________________]
         (the "Depository")

         As "Company"  under the Purchase  Warranties and Servicing  Agreement,  dated as of May 1, 2001 Adjustable Rate Mortgage Loans
(the  "Agreement"),  we hereby authorize and request you to establish an account,  as an Escrow Account pursuant to Section 4.06 of the
Agreement, to be designated as  "[__________________________],  in trust for the [Purchaser],  Owner of Adjustable Rate Mortgage Loans,
and various  Mortgagors."  All deposits in the account  shall be subject to withdrawal  therefrom by order signed by the Company.  This
letter is submitted to you in duplicate.  Please execute and return one original to us.

                                            HSBC MORTGAGE CORPORATION (USA)

                                            By:____________________________
                                            Name:__________________________
                                            Title:_________________________


         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                            [______________________]

                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________




                                                               EXHIBIT D

                                       FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of  __________, 200__,
among EMC Mortgage Corporation (the "Assignor"), ___________________ (the "Assignee"), and HSBC Mortgage Corporation (USA) (the
"Company").


         In  consideration of the mutual promises  contained  herein the parties hereto agree that the residential  mortgage loans (the
"Assigned  Loans") listed on Attachment 1 annexed  hereto (the  "Assigned Loan  Schedule") now serviced by Company for Assignor and its
successors and assigns  pursuant to the Purchase,  Warranties and Servicing  Agreement,  dated as of May 1, 2002,  between Assignor and
Company  (the  "Purchase  Agreement")  shall be  subject to the terms of this PAAR  Agreement.  Capitalized  terms used  herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.

                                                  Purchase, Assignment and Assumption

         1.       Assignor  hereby  grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor in the
Assigned  Loans  and,  as they  relate to the  Assigned  Loans,  all of its right,  title and  interest  in, to and under the  Purchase
Agreement.

         2.       Simultaneously  with the execution  hereof,  (i) Assignee shall pay to Assignor the "Funding  Amount" as set forth in
that certain letter agreement,  dated as of _________ ____, between Assignee and Assignor (the  "Confirmation")  and (ii) Assignor,  at
its expense,  shall have caused to be delivered to Assignee or its designee the Mortgage  File for each  Assigned Loan in Assignor's or
its  custodian's  possession,  as set forth in the Purchase  Agreement,  along with,  for each  Assigned  Loan, an  endorsement  of the
Mortgage Note from the applicable  Company,  in blank, and an assignment of mortgage in recordable form from the applicable Company, in
blank.  Assignee  shall pay the Funding Amount by wire transfer of immediately  available  funds to the account  specified by Assignor.
Assignee shall be entitled to all scheduled  payments due on the Assigned Loans after ___________,  200__ and all unscheduled  payments
or other proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.

                                               Representations, Warranties and Covenants

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

         (a)      Attached  hereto as Attachment 2 is a true and accurate copy of the Purchase  Agreement,  which  agreement is in full
force and effect as of the date hereof and the  provisions of which have not been waived,  amended or modified in any respect,  nor has
any notice of termination been given thereunder;

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

         (c)      There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;

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

         (e)      Assignor  is duly  organized,  validly  existing  and in good  standing  under  the laws of the  jurisdiction  of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

         (f)      Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject.  The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor.  This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;

(g)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
required to be  obtained  or made by  Assignor in  connection  with the  execution,  delivery or  performance  by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and

(h)      Neither  Assignor  nor anyone  acting on its behalf has  offered,  transferred,  pledged,  sold or  otherwise  disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer,  pledge or other  disposition
of the Assigned  Loans,  or any  interest in the Assigned  Loans or otherwise  approached  or  negotiated  with respect to the Assigned
Loans,  or any  interest in the  Assigned  Loans with any Person in any manner,  or made any general  solicitation  by means of general
advertising or in any other manner,  or taken any other action which would  constitute a  distribution  of the Assigned Loans under the
Securities  Act of 1933,  as amended  (the "1933 Act") or which would  render the  disposition  of the  Assigned  Loans a violation  of
Section 5 of the 1933 Act or require registration pursuant thereto.


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


         (a)      Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;


         (b)      Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject.  The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;


         (c)      No consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any  governmental
entity is required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

         (d)      Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.

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


                  (a)      Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;


         (b)      Company  is duly  organized,  validly  existing  and in good  standing  under  the  laws of the  jurisdiction  of its
incorporation,  and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations  under
the Purchase Agreement;

(c)      Company has full corporate  power and authority to execute,  deliver and perform its  obligations  under this PAAR  Agreement,
                  and to consummate the transactions set forth herein.  The consummation of the transactions  contemplated by this PAAR
                  Agreement is in the ordinary  course of Company's  business and will not conflict with, or result in a breach of, any
                  of the terms,  conditions  or provisions of Company's  charter or by-laws or any legal  restriction,  or any material
                  agreement or instrument  to which  Company is now a party or by which it is bound,  or result in the violation of any
                  law,  rule,  regulation,  order,  judgment or decree to which  Company or its  property is  subject.  The  execution,
                  delivery  and  performance  by  Company  of this  PAAR  Agreement  and  the  consummation  by it of the  transactions
                  contemplated  hereby,  have been duly  authorized by all  necessary  corporate  action on part of Company.  This PAAR
                  Agreement has been duly executed and delivered by Company,  and, upon the due  authorization,  execution and delivery
                  by Assignor and Assignee,  will constitute the valid and legally binding obligation of Company,  enforceable  against
                  Company  in  accordance  with its terms  except as  enforceability  may be  limited  by  bankruptcy,  reorganization,
                  insolvency,  moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and
                  by general  principles of equity  regardless of whether  enforceability is considered in a proceeding in equity or at
                  law;

(d)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                  required to be obtained or made by Assignee in connection  with the execution,  delivery or performance by Company of
                  this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

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


                  Recognition of Assignee

         6.       From and after the date hereof,  Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned  Loans in  accordance  with the Purchase  Agreement.  It is the  intention of  Assignor,  Company and Assignee  that this PAAR
Agreement  shall be binding upon and for the benefit of the respective  successors and assigns of the parties  hereto.  Neither Company
nor  Assignor  shall amend or agree to amend,  modify,  waiver,  or  otherwise  alter any of the terms or  provisions  of the  Purchase
Agreement  which  amendment,  modification,  waiver or other  alteration  would in any way affect the Assigned  Loans without the prior
written consent of Assignee.

                                            Miscellaneous

                  7.       All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:


         (a)      In the case of Company:
                  HSBC MORTGAGE CORPORATION (USA)
                  Lori Miller / Senior Vice President
                  2929 Walden Avenue
                  Depew, New York 14043

                  With a copy to:

         (b)      In the case of Assignor:
                  [Name and address]

         (c)      In the case of Assignee:
                  EMC Mortgage Corporation
                  Mac Arthur Ridge II
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Ralene Ruyle
                  Telecopier No.:  (972) 444-2810

                  with a copy  to:
                  Bear Stearns Mortgage Capital Corporation
                  383 Madison Avenue
                  New York, New York 10179
                  Attention: ___________
                  Telecopier No.:  (212) 272-____

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


         9.       This PAAR  Agreement  shall be  construed in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

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

         11.      This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Assignor,  Assignee or Company may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         12.      This PAAR Agreement shall survive the conveyance of the Assigned Loans,  the assignment of the Purchase  Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.

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

         14.      In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control.  In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.






                                            [Modification of Purchase Agreement

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

         (a)      The following definitions are added to Section 1.01 of the Purchase Agreement:

         Securities Administrator:  ________________________

         Supplemental PMI Insurer:  ________________________

         Supplemental PMI Policy:   The primary  guarantee  insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
         J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.

         Trustee:          ________________________

         (b)      The following definition is amended and restated:

         Insurance Proceeds:        Proceeds of any Primary Mortgage  Insurance Policy,  the Supplemental PMI Policy, any title policy,
         any hazard  insurance  policy or any other  insurance  policy  covering a Mortgage Loan or other related  Mortgaged  Property,
         including any amounts required to be deposited in the Custodial  Account pursuant to Section 4.04, to the extent such proceeds
         are not to be applied to the  restoration of the related  Mortgaged  Property or released to the Mortgagor in accordance  with
         Accepted Servicing Practices.

         (c)      The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:

         "In  connection  with its  activities  as servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the  Supplemental  PMI Insurer with  respect to the  Supplemental  PMI Policy and, in this  regard,  to take such
action as shall be necessary to permit recovery under any Supplemental  PMI Policy  respecting a defaulted  Mortgage Loan.  Pursuant to
Section 4.04,  any amounts  collected by the Company  under any  Supplemental  PMI Policy shall be deposited in the Custodial  Account,
subject to withdrawal pursuant to Section 4.05.

         In  accordance  with the  Supplemental  PMI Policy,  the Company shall  provide to the  Supplemental  PMI Insurer any required
information regarding the Mortgage Loans.

         The  Company  shall  provide to the  [Securities  Administrator]  on a monthly  basis via  computer  tape,  or other  mutually
acceptable format, the unpaid principal balance,  insurer certificate number,  lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the  Supplemental  PMI Policy.  In addition,  the Company  agrees to forward to the Purchaser
and the  [Securities  Administrator]  any  statements  or other  reports  given by the  Supplemental  PMI  Insurer to the  Servicer  in
connection with a claim under the Supplemental PMI Policy."

         (d)      Clause (vi) of Section 6.1 is amended to read as follows:

         "Company  ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]

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

                                                              EMC MORTGAGE CORPORATION
                                                              Assignor

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________


                                                              _______________________________
                                                              Assignee

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________


                                                              HSBC MORTGAGE CORPORATION (USA)
                                                              Company

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________




                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE




                                                             ATTACHMENT 2

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT




                                                               EXHIBIT E

                                                         FORM OF TRIAL BALANCE




                                                               EXHIBIT G

                                             REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:      Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________


Pursuant to a Purchase,  Warranties and Servicing  Agreement (the "Agreement")  between the Company and the Purchaser,  the undersigned
hereby  certifies that he or she is an officer of the Company  requesting  release of the documents for the reason specified below. The
undersigned further certifies that:

(Check one of the items below)

_____    On  _________________,  the above captioned  mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be  escrowed.  The Company  hereby  certifies  that all amounts  with  respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.

_____    The above captioned loan is being  repurchased  pursuant to the terms of the Agreement.  The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.

_____    The above  captioned  loan is being  placed in  foreclosure  and the  original  documents  are  required  to proceed  with the
foreclosure action.  The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.

_____    Other (explain)

_______________________________________________________
_______________________________________________________

All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.

         Based on this  certification  and the  indemnities  provided for in the Agreement,  please release to the Company all original
mortgage documents in your possession relating to this loan.

Dated:_________________

By:________________________________
     Signature
    ___________________________________
         Title

Send documents to:         _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

         Purchaser hereby  acknowledges that all original documents  previously released on the above captioned mortgage loan have been
returned and received by the Purchaser.


Dated:________________

By:________________________________
     Signature

    _______________________________
     Title




EXHIBIT H


                                                   COMPANY'S UNDERWRITING GUIDELINES



                                                               EXHIBIT I

                                                              TERM SHEET

         This TERM SHEET (the "Term Sheet") dated  _____________,  between HSBC Mortgage  Corporation  (USA),  a Delaware  corporation,
located at 2929 Walden Avenue, Depew, New York 14043 (the "Company") and EMC Mortgage Corporation,  a Delaware corporation,  located at
Mac Arthur  Ridge II, 909 Hidden  Ridge Drive,  Suite 200,  Irving,  Texas 75038 (the  "Purchaser")  is made  pursuant to the terms and
conditions of that certain  Purchase,  Warranties  and  Servicing  Agreement  (the  "Agreement")  dated as of May 1, 2002,  between the
Company  and the  Purchaser,  the  provisions  of which  are  incorporated  herein as if set forth in full  herein,  as such  terms and
conditions may be modified or supplemented  hereby.  All initially  capitalized  terms used herein unless otherwise  defined shall have
the meanings ascribed thereto in the Agreement.

         The Purchaser  hereby  purchases from the Company and the Company hereby sells to the Purchaser,  all of the Company's  right,
title and interest in and to the Mortgage Loans  described on the Mortgage Loan Schedule  annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement,  as same may be supplemented or modified  hereby.  Hereinafter,
the Company shall service the Mortgage  Loans for the benefit of the Purchaser and all  subsequent  transferees  of the Mortgage  Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.

1.       Definitions

         For  purposes of the Mortgage  Loans to be sold  pursuant to this Term Sheet,  the  following  terms shall have the  following
meanings:

Aggregate Principal Balance
(as of the Cut-Off Date):

Closing Date:

Custodian:

Cut-off Date:

Initial Weighted Average
Mortgage Loan Remittance Rate:

Purchase Price Percentage:

Servicing Fee Rate:

         Except as modified herein, Section 8.01 of the Agreement shall remain in full force and effect as of the date hereof.

                  IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.


                                    HSBC MORTGAGE CORPORATION (USA)

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                    EMC MORTGAGE CORPORATION


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                                              SCHEDULE I

                                                        MORTGAGE LOAN SCHEDULE



                                                               EXHIBIT J

                                                               [RESERVED]




                                                                EXHIBIT K

                                                      COMPANY'S OBLIGATIONS IN CONNECTION
                                                         WITH A RECONSTITUTION

o        The Company shall (i) possess the ability to service into a securitization; (ii) service on a "Scheduled/Scheduled"
         reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs
         and curtailments and (iv) remit and report to a master servicer in format acceptable to such master servicer by the 18th
         calendar day of each month, unless otherwise provided in the securitization documents.

o        The Company shall provide an acceptable annual certification (officer's certificate) to the master servicer (as required by
         the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents (i.e.
         the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 15 of
         each year).

o        The Company shall allow for the Purchaser, the master servicer or their designee to perform a review of audited financials
         and net worth of the Company.

o        The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by the
         master servicer or the Purchaser.

o        The Company shall provide information on each Custodial Account as requested by the master servicer or the Purchaser, and
         each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.

o        The Company shall maintain its servicing system in accordance with the requirements of the master servicer.




                                                                                                                           EXHIBIT I-32



                                                           AMENDMENT REG AB
                                          TO THE SELLER'S WARRANTIES AND SERVICING AGREEMENT

                  This is  Amendment  Reg AB (the  "Amendment  Reg AB"),  dated as of  November 7, 2005,  by and  between EMC  Mortgage
Corporation  (the"Purchaser"),  and HSBC Mortgage  Corporation  (USA) (the  "Company") to that certain  Amended and Restated  Purchase,
Warranties and Servicing Agreement,  dated as of September 1, 2005 by and between the Company and the Purchaser, (as amended,  modified
or supplemented, the "Existing Agreement").

                                                              WITNESSETH

                  WHEREAS,  the Company and the Purchaser  have agreed,  subject to the terms and  conditions of this  Amendment Reg AB
that the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement.

                  Accordingly,  the  Company and the  Purchaser  hereby  agree,  in  consideration  of the mutual  premises  and mutual
obligations set forth herein, that the Existing Agreement is hereby amended as follows:

1.       Capitalized  terms used herein but not  otherwise  defined  shall have the meanings set forth in the Existing  Agreement.  The
         Existing Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

                  Commission: The United States Securities and Exchange Commission.

                  Company Information: As defined in Section 2(g)(i)(A)(1).

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

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

                  Master Servicer:  With respect to any  Securitization  Transaction,  the "master  servicer," if an, identified in the
                  related transaction documents.

                  Qualified  Correspondent:  Any Person from which the Company  purchased  Mortgage Loans,  provided that the following
                  conditions are satisfied:  (i) such Mortgage Loans were originated  pursuant to an agreement  between the Company and
                  such Person that  contemplated  that such Person would  underwrite  mortgage loans from time to time, for sale to the
                  Company,  in  accordance  with  underwriting  guidelines  designated  by the  Company  ("Designated  Guidelines")  or
                  guidelines  that do not vary  materially  from such  Designated  Guidelines:  (ii) such  Mortgage  Loans were in fact
                  underwritten  as described  in clause (i) above and were  acquired by the Company  within 180 days after  origination
                  (except that 1% of the Mortgage Loans in any  securitization may be within 240 days); (iii) either (x) the Designated
                  Guidelines were, at the time such Mortgage Loans were originated,  used by the Company in the origination of mortgage
                  loans of the same type as the Mortgage Loans for the Company's own account or (y) the Designated  Guidelines were, at
                  the time such Mortgage Loans were  underwritten,  designated by the Company on a consistent  basis for use by lenders
                  in  originating  mortgage  loans to be  purchased  by the Company;  and (iv) the Company  employed,  at the time such
                  Mortgage Loans were acquired by the Company  pre-purchase or post-purchase  quality  assurance  procedures (which may
                  involve,  among other  things,  review of a sample of mortgage  loans  purchased  during a particular  time period or
                  through particular  channels) designed to ensure that Persons from which it purchased mortgage loans properly applied
                  the underwriting criteria designated by the Company.

                  Reconstitution:  Any Securitization Transaction or Whole Loan Transfer.

                  Reconstitution  Agreement:  An agreement or agreements  entered into by the Company and the Purchaser  and/or certain
                  third parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans.

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

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

                  Securitization  Transaction:  Any  transaction  involving  either (1) a sale or other  transfer of some or all of the
                  Mortgage  Loans  directly or indirectly  to an issuing  entity (as defined in  Regulation  AB) in connection  with an
                  issuance of publicly offered or privately placed, rated or unrated  mortgage-backed  securities or (2) an issuance of
                  publicly offered or privately placed, rated or unrated securities,  the payments on which are determined primarily by
                  reference to one or more portfolios of residential mortgage loans consisting,  in whole or in part, of some or all of
                  the Mortgage Loans.

                  Servicer:  As defined in Section 2(f)(iii).

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

                  Static Pool Information: Information set forth in Item 1105(a) and 1105(c) of Regulation AB.

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

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

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

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

2.       The  Purchaser and the Company agree that the Existing  Agreement is hereby  amended by adding the following  provisions as an
         addendum:

(a)      (i)      The Company hereby represents to the Purchaser,  to any Master Servicer and to any Depositor, as of the date on which
                  information is first provided to the Purchaser,  any Master Servicer or any Depositor under Section 2(f) that, except
                  as  disclosed  in writing to the  Purchaser,  such Master  Servicer  or such  Depositor  prior to such date:  (i) the
                  Company  is not  aware  and has not  received  notice  that any  default,  early  amortization  or other  performance
                  triggering event has occurred as to any other  securitization  due to any act or failure to act of the Company;  (ii)
                  the Company has not been  terminated  as servicer in a  residential  mortgage  loan  securitization,  either due to a
                  servicing default or to application of a servicing performance test or trigger;  (iii) no material noncompliance with
                  the applicable  servicing criteria with respect to other  securitizations of residential mortgage loans involving the
                  Company as servicer  has been  disclosed  or  reported by the  Company;  (iv) no  material  changes to the  Company's
                  policies  or  procedures  with  respect to the  servicing  function  it will  perform  under this  Agreement  and any
                  Reconstitution  Agreement  for  mortgage  loans of a type  similar to the  Mortgage  Loans have  occurred  during the
                  three-year  period  immediately  preceding the related  Securitization  Transaction;  (v) there are no aspects of the
                  Company's  financial  condition that could have a material  adverse  effect on the  performance by the Company of its
                  servicing  obligations  under this  Agreement or any  Reconstitution  Agreement;  (vi) there are no material legal or
                  governmental  proceedings  pending  (or  known to be  contemplated)  against  the  Company,  any  Subservicer  or any
                  Third-Party  Originator  of a type  identified in Item 1117 of  Regulation  AB; and (vii) there are no  affiliations,
                  relationships or transactions relating to the Company, any Subservicer or any Third-Party  Originator with respect to
                  any Securitization  Transaction and any party thereto identified by the related Depositor of a type described in Item
                  1119 of Regulation AB.

                  (ii)     If so requested by the  Purchaser,  any Master  Servicer or any Depositor on any date  following the date on
                  which  information is first provided to the Purchaser,  any Master  Servicer or any Depositor under Section 2(f), the
                  Company  shall  within  five  Business  Days,  following  such  request,  to confirm in writing  the  accuracy of the
                  representations  and  warranties  set forth in  paragraph  (i) of this  Section  or, if any such  representation  and
                  warranty is not accurate as of the date of such  request,  provide  reasonably  adequate  disclosure of the pertinent
                  facts, in writing, to the requesting party.

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

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

                                     (A)    Deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and
                           substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the
                           Company's assessment of compliance with the Servicing Criteria during the immediately preceding calendar
                           year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such
                           report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the
                           Company, and shall address each of the Servicing Criteria specified on a certification substantially in the
                           form of Exhibit B hereto delivered to the Purchaser at the time of any Securitization  Transaction;

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

                                     (C)    cause each Subservicer and each Subcontractor determined by the Company pursuant to
                           Section 2(e)(ii) to be "participating in the servicing function" within the meaning of Item 1122 of
                           Regulation AB (each, a "Participating Entity"), to deliver to the Purchaser, and Master Servicer and any
                           Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (i)
                           and (ii) of this Section 2(c); and

                                     (D)    deliver and cause each Subservicer and Subcontractor described in clause (c) to provide ,
                           to the Purchaser, and Master Servicer, any Depositor and any other Person that will be responsible for
                           signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the
                           Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed
                           issuer with respect to a Securitization Transaction a certification signed by the appropriate officer of
                           the company in the form attached hereto as Exhibit A.

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

                           (ii)     Each assessment of compliance provided by a Subservicer pursuant to Section 2(c)(i)(A) shall
                  address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit B hereto
                  delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer
                  subsequently appointed as such, on or prior to the date of such appointment.  An assessment of compliance provided
                  by a Subcontractor pursuant to Section 2(c)(i)(C) need not address any elements of the Servicing Criteria other than
                  those specified by the Company pursuant to Section 2(e).

(d)      [Reserved]

(e)      The Company  shall not hire or otherwise  utilize the services of any  Subservicer  to fulfill any of the  obligations  of the
                  Company as servicer  under this  Agreement  or any  Reconstitution  Agreement  unless the Company  complies  with the
                  provisions  of clause (i) of this  Section.  The Company  shall not hire or  otherwise  utilize  the  services of any
                  Subcontractor,  and shall not permit any Subservicer to hire or otherwise utilize the services of any  Subcontractor,
                  to fulfill any of the  obligations of the Company as servicer under this  Agreement or any  Reconstitution  Agreement
                  unless the Company complies with the provisions of 2(e)(ii) of this Section.

(i)      It shall not be necessary for the Company to seek the consent of the  Purchaser,  any Master  Servicer or any Depositor to the
                  utilization of any  Subservicer.  The Company shall cause any Subservicer used by the Company (or by any Subservicer)
                  for the benefit of the Purchaser  and any  Depositor to comply with the  provisions of this Section and with Sections
                  2(a),  2(b), 2(c),  2(f)(iii),  2(f)(v) and 2(g) of this Agreement to the same extent as if such Subservicer were the
                  Company,  and to provide the information  required with respect to such  Subservicer  under Section  2(f)(iv) of this
                  Agreement.  The Company shall be responsible for obtaining from each  Subservicer and delivering to the Purchaser and
                  any Depositor any servicer compliance  statement required to be delivered by such Subservicer under Section 2(b), any
                  assessment of compliance  and  attestation  required to be delivered by such  Subservicer  under Section 2(c) and any
                  certification  required to be delivered to the Person that will be responsible for signing the Sarbanes Certification
                  under Section 2(c) as and when required to be delivered.

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

                  As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
                  within the meaning of Item 1122 of Regulation AB, the Company shall cause any such  Subcontractor used by the Company
                  (or by any  Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections
                  2(c) and 2(g) of this Agreement to the same extent as if such  Subcontractor  were the Company.  The Company shall be
                  responsible  for obtaining from each  Subcontractor  and delivering to the Purchaser and any Depositor any assessment
                  of compliance and  attestation  and the other  certifications  required to be delivered by such  Subservicer and such
                  Subcontractor under Section 2(c), in each case as and when required to be delivered.

(f)      In connection with any  Securitization  Transaction  the Company shall (1) within five Business Days following  request by the
         Purchaser or any  Depositor,  to provide to the  Purchaser  and such  Depositor  (or, as  applicable,  cause each  Third-Party
         Originator and each  Subservicer to provide),  in writing and in form and substance  reasonably  satisfactory to the Purchaser
         and such Depositor,  the information and materials  specified in paragraphs (i), (ii),  (iii),  (vi) and (vii) of this Section
         2(f), and (2) as promptly as  practicable  following  notice to or discovery by the Company,  provide to the Purchaser and any
         Depositor (in writing and in form and substance  reasonably  satisfactory to the Purchaser and such Depositor) the information
         specified in paragraph (iv) of this Section.

(i)      If so requested by the Purchaser or any Depositor in connection with a Securitization  Transaction,  the Company shall provide
                  such  information  regarding  (x) the Company,  as  originator  of the Mortgage  Loans  (including  as an acquirer of
                  Mortgage Loans from a Qualified  Correspondent),  or (y) each  Third-Party  Originator,  and (z) as applicable,  each
                  Subservicer,  as is requested for the purpose of  compliance  with Items  1103(a)(1),  1105,  1110,  1117 and 1119 of
                  Regulation AB.  Such information shall include, at a minimum:

                                    (A)     the originator's form of organization;

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

                                    (C)     a description of any material legal or governmental proceedings pending (or known to be
                           contemplated) of a type described in Item 1117 of Regulation AB against the Company, each Third-Party
                           Originator and each Subservicer; and

                                    (D)     a description of any affiliation or relationship of a type described in Item 1119 of
                           Regulation AB between the Company, each Third-Party Originator, each Subservicer and any of the following
                           parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or
                           any Depositor in writing in advance of such Securitization Transaction:

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

(ii)     If so requested by the  Purchaser or any  Depositor,  the Company  shall provide (or, as  applicable,  cause each  Third-Party
                  Originator to provide) Static Pool  Information with respect to the mortgage loans (of a similar type as the Mortgage
                  Loans, as reasonably  identified by the Purchaser as provided below) originated by (a) the Company, if the Company is
                  an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified  Correspondent),  and/or
                  (b) each  Third-Party  Originator.  Such Static  Pool  Information  shall be prepared by the Company (or  Third-Party
                  Originator) on the basis of its reasonable,  good faith  interpretation of the requirements of Item 1105(a)(1)-(3) of
                  Regulation AB. To the extent that there is reasonably  available to the Company (or  Third-Party  Originator)  Static
                  Pool  Information  with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled
                  to specify  whether some or all of such  information  shall be provided  pursuant to this  paragraph.  The content of
                  such Static Pool Information may be in the form customarily  provided by the Company,  and need not be customized for
                  the Purchaser or any Depositor.  Such Static Pool Information for each vintage  origination year or prior securitized
                  pool,  as  applicable,  shall be presented in  increments  no less  frequently  than  quarterly  over the life of the
                  mortgage  loans  included  in the vintage  origination  year or prior  securitized  pool.  The most  recent  periodic
                  increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering  document
                  in which the Static Pool  Information is to be included or  incorporated  by reference.  The Static Pool  Information
                  shall be provided in an electronic  format that provides a permanent  record of the information  provided,  such as a
                  portable  document format (pdf) file, or other such  electronic  format  reasonably  required by the Purchaser or the
                  Depositor, as applicable.

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

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

(iii)    If so requested by the  Purchaser or any  Depositor,  the Company  shall provide such  information  regarding the Company,  as
                  servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer,  for purposes of this
                  paragraph, a "Servicer"),  as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation
                  AB.  Such information shall include, at a minimum:

                                    (A)     the Servicer's form of organization;

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

                           (2)     (1)      whether any prior securitizations of mortgage loans of a type similar to the Mortgage
                                            Loans involving the Servicer have defaulted or experienced an early amortization or other
                                            performance triggering event because of servicing during the three-year period
                                            immediately preceding the related Securitization Transaction;
                                   (2)      the extent of outsourcing the Servicer utilizes;

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

                                   (4)      whether the Servicer has been terminated as servicer in a residential
                                            mortgage loan securitization, either due to a servicing default or to application of a
                                            servicing performance test or trigger; and

                                   (5)      such other information as the Purchaser or any Depositor may reasonably
                                            request for the purpose of compliance with Item 1108(b)(2) of Regulation AB;

(3)      (C)               a description of any material changes during the three-year period immediately preceding the related
                           Securitization Transaction to the Servicer's policies or procedures with respect to the servicing function
                           it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of a type similar
                           to the Mortgage Loans;

(4)      (D)               information regarding the Servicer's financial condition, to the extent that there is a material risk that
                           an adverse financial event or circumstance involving the Servicer could have a material adverse effect on
                           the performance by the Company of its servicing obligations under this Agreement or any Reconstitution
                           Agreement;

(5)      (E)               information regarding advances made by the Servicer on the Mortgage Loans and the Servicer's overall
                           servicing portfolio of residential mortgage loans for the three-year period immediately preceding the
                           related Securitization Transaction, which may be limited to a statement by an authorized officer of the
                           Servicer to the effect that the Servicer has made all advances required to be made on residential mortgage
                           loans serviced by it during such period, or, if such statement would not be accurate, information regarding
                           the percentage and type of advances not made as required, and the reasons for such failure to advance;

(6)      (F)               a description of the Servicer's processes and procedures designed to address any special or unique factors
                           involved in servicing loans of a similar type as the Mortgage Loans;

                                    (G)     a description of the Servicer's processes for handling delinquencies, losses,
                           bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted
                           mortgage loans or workouts;

                                    (H)      information as to how the Servicer  defines or determines  delinquencies  and  charge-offs,  including the effect of any grace
                            period,  re-aging,  restructuring,  partial payments  considered current or other practices with respect to
                            delinquency and loss experience; and

                                    (I)     a description of any material legal or governmental proceedings pending (or known to be
                           contemplated) against the Servicer;

                                    (J)     a description of any affiliation or relationship between the Servicer and any of the
                            following parties to a Securitization Transaction, as such parties are identified to the Servicer by the
                            Purchaser or any Depositor in writing in advance of such Securitization Transaction:

                                            (1)      the sponsor;
                                            (2)      the depositor;
                                            (3)      the issuing entity;
                                            (4)      any servicer;
                                            (5)      any trustee;
                                            (6)      any originator;
                                            (7)      any significant obligor;
                                            (8)      any enhancement or support provider; and
                                            (9)      any other material transaction party.


(iv)     [For the purpose of  satisfying  the  reporting  obligation  under the Exchange Act with respect to any class of  asset-backed
                  securities,  the Company shall (or shall cause each  Subservicer  and  Third-Party  Originator to) (i) provide prompt
                  notice to the  Purchaser,  and  Master  Servicer  and any  Depositor  in writing of (A) any  material  litigation  or
                  governmental  proceedings of a type described in Item 1117 of Regulation AB involving the Company, any Subservicer or
                  any  Third-Party  Originator  (B)) any  affiliations or  relationships  that develop  following the closing date of a
                  Securitization  between the Company,  any Subservicer or any Third-Party  Originator and any of the parties specified
                  in clause (D) of paragraph  (i) of this Section 2(f) (and any other parties  identified in writing by the  requesting
                  party) with respect to such  Securitization  Transaction,  (C) any Event of Default under the terms of this Agreement
                  or any  Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially  all of the assets of the
                  Company,  and (E) the Company's  entry into any agreement with a Subservicer to perform or assist in the  performance
                  of any of the Company's  obligations  under this  Agreement or any  Reconstitution  Agreement and (ii) provide to the
                  Purchaser and any Depositor a description  of such  proceedings,  affiliations  or  relationships.  All  notification
                  pursuant to clause (A) should be sent to:

                  EMC Mortgage Corporation

                  2780 Lake Vista Drive

                  Lewisville, TX 75067-3884

                  Attention:  Conduit Seller Approval Dept.

                  Facsimile:  (214) 626-3751

                  Email:  sellerapproval@bear.com



                  With a copy to:



                  Bear, Stearns & Co. Inc.

                  383 Madison Avenue, 3rd floor

                  New York, NY 10179

                  Attention:  Global Credit Administration

                  Facsimile:  (212) 272-6564



                  Notifications pursuant to clause (B) should be sent to:



                  EMC Mortgage Corporation

                  Two Mac Arthur Ridge

                  909 Hidden Ridge Drive, Suite 200

                  Irving, TX 75038

                  Attention:  Associate General Counsel for Loan Administration

                  Facsimile:  (972) 831-2555



                  With copies to:



                  Bear, Stearns & Co. Inc.

                  383 Madison Avenue, 3rd floor

                  New York, NY 10179

                  Attention:  Global Credit Authorization

                  Facsimile:  (212) 272-6564



                  EMC Mortgage Corporation

                  2780 Lake Vista Drive

                  Lewisville, TX 75067-3884

                  Attention:  Conduit Seller Approval Dept.

                  Facsimile:  (214) 626-3751

                  Email:  sellerapproval@bear.com

(v)      As a condition to the  succession to the Company or any  Subservicer  as servicer or  subservicer  under this Agreement or any
                  Reconstitution  Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated,
                  or (ii) which may be appointed as a successor to the Company or any  Subservicer,  the Company  shall  provide to the
                  Purchaser,  any Master  Servicer and any  Depositor,  at least 15 calendar days prior to the  effective  date of such
                  succession or  appointment,  (x) written notice to the Purchaser and any Depositor of such  succession or appointment
                  and (y) in writing and in form and  substance  reasonably  satisfactory  to the  Purchaser  and such  Depositor,  all
                  information  reasonably  requested by the Purchaser or any Depositor in order to comply with its reporting obligation
                  under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(vi)     In addition to such  information as the Company,  as servicer,  is obligated to provide  pursuant to other  provisions of this
                  Agreement,[  not later than ten days prior to the  deadline for the filing of any  distribution  report on Form 10-D
                  in respect of any Securitization  Transaction that includes any of the Mortgage Loans serviced by the Company or any
                  Subservicer,  the Company or such  Subservicer,  as  applicable,  shall,  but only to the extent the Company or such
                  Subservicer has knowledge,  provide to the party responsible for filing such report (including,  if applicable,  the
                  Master  Servicer)  notice of the  occurrence of any of the following  events along with all  information,  data, and
                  material  related  thereto as may be required to be  included  in the related  distribution  report on Form 10-D (as
                  specified in the provisions of Regulation AB referenced below):

i.       any material  modifications,  extensions or waivers of Mortgage Loans serviced by the Company or its Subservicer  terms, fees,
                                         penalties  or  payments  during  the  distribution  period  or that have  cumulatively  become
                                         material over time (Item 1121(a)(11) of Regulation AB);

ii.      material breaches of Mortgage Loans serviced by the Company or its Subservicers  representations  or warranties or transaction
                                         covenants (Item 1121(a)(12) of Regulation AB); and

iii.     information  regarding  any  Mortgage  Loans  serviced  by the  Company  or its  Subservicers  changes  (such  as,  additions,
                                         substitutions or repurchases), and any material changes in origination,  underwriting or other
                                         criteria for  acquisition  or selection of pool assets as it relates to a  substitution  (Item
                                         1121(a)(14) of Regulation AB),

                           the  Company  shall  provide to the  Purchaser,  any Master  Servicer  and any  Depositor,  evidence  of the
                  authorization  of the person  signing any  certification  and, no more than once a year,  copies or other evidence of
                  Fidelity Bond Insurance and Errors and Omission Insurance Policy,  financial  information and reports, and such other
                  information  related to the Company or any Subservicer or the Company or such  Subservicer's  performance  hereunder,
                  which items may be accepted in the forms  acceptable to the Company's and  Subservicer's  regulators or the agencies.
                  [ (i)    The Company shall  indemnify  the  Purchaser,  each  affiliate of the  Purchaser,  and each of the following
                  parties participating in a Securitization  Transaction:  each sponsor and issuing entity; each Person (including, but
                  not limited to, any Master  Servicer,  if applicable)  responsible  for the  preparation,  execution or filing of any
                  report required to be filed with the Commission with respect to such Securitization  Transaction, or for execution of
                  a  certification  pursuant  to Rule  13a-14(d)  or Rule  15d-14(d)  under  the  Exchange  Act  with  respect  to such
                  Securitization  Transaction;  each broker dealer acting as underwriter,  placement agent or initial  purchaser,  each
                  Person who controls any of such parties or the Depositor  (within the meaning of Section 15 of the Securities Act and
                  Section 20 of the Exchange Act); and the respective  present and former directors,  officers,  employees ,agents ] of
                  each of the foregoing and of the Depositor (each, an "Indemnified  Party"), and shall hold each of them harmless from
                  and against any claims, losses, damages,  penalties,  fines, forfeitures,  legal fees and expenses and related costs,
                  judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

                           (A)(1)   any untrue statement of a material fact contained or alleged to be contained in any information,
                  report, certification, data,  accountants' letter or other material provided in written or electronic form under
                  this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any
                  Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (2) the omission
                  or alleged omission to state in the Company Information a material fact required to be stated in the Company
                  Information or necessary in order to make the statements therein, in the light of the circumstances under which they
                  were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed
                  solely by reference to the Company Information and not to any other information communicated in connection with a
                  sale or purchase of securities, without regard to whether the Company Information or any portion thereof is
                  presented together with or separately from such other information;

                           (B)      any breach by the Company of its obligations under this agreement, including particularly any
                  failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information,
                  report, certification, accountants' letter or other material when and as required under this Amendment Reg AB,
                  including any failure by the Company to identify pursuant to Section 2(e)(ii) any Subcontractor "participating in
                  the servicing function" within the meaning of Item 1122 of Regulation AB; or

(C)      any breach by the Company of a representation or warranty set forth in Section 2(a)(i) or in a writing furnished pursuant to
                                    Section 2(a)(ii) and made as of a date prior to the closing date of the related Securitization
                                    Transaction, to the extent that such breach is not cured by such closing date, or any breach by
                                    the Company of a representation or warranty in a writing furnished pursuant to Section 2(a)(ii) to
                                    the extent made as of a date subsequent to such closing date.
(D)      The negligence bad faith or willful misconduct of the Company in connection with its performance under this Amendment.

                           If the indemnification provided for herein is unavailable or insufficient as determined by a court of law
                           to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid
                           or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by
                           such Indemnified Party in such proportion as is appropriate to reflect relative fault of such Indemnified
                           Party on the one hand and the Company on the other.
                           In the case of any failure of  performance  described  in clause  (i)(B) of this Section  2(g),  the Company
                  shall  promptly  reimburse  the  Purchaser,  any  Depositor,  as  applicable,  and each  Person  responsible  for the
                  preparation,  execution  or filing of any  report  required  to be filed  with the  Commission  with  respect to such
                  Securitization  Transaction,  or for execution of a certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
                  the Exchange Act with respect to such  Securitization  Transaction,  for all costs  reasonably  incurred by each such
                  party in order to obtain the information, report, certification,  accountants' letter or other material not delivered
                  as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.

                           This  indemnification  shall survive the  termination of this  Agreement or the  termination of any party to
                  this Agreement.

                  (ii)     (A)      Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to
                  deliver any information, report, certification, accountants' letter or other material when and as required under
                  this Amendment Reg AB, or any breach by the Company of a representation or warranty set forth in Section 2(a)(i)  or
                  in a writing furnished pursuant to Section 2(a)(ii) and made as of a date prior to the closing date of the related
                  Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the
                  Company of a representation or warranty in a writing furnished pursuant to Section 2(a)(ii) to the extent made as of
                  a date subsequent to such closing date, shall, except as provided in clause (B) of this paragraph, immediately and
                  automatically, without notice or grace period, constitute an Event of Default with respect to the Company under this
                  Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or any Depositor, as
                  applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this
                  Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement
                  or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company and if the Company is
                  servicing any of the Mortgage Loans in a Securitization Transaction appoint a successor servicer reasonably
                  acceptable to any Master Servicer for such Securitization Transaction; provided that to the extent that any
                  provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of
                  certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.

                           (B)      Any failure by the Company, any Subservicer or any Subcontractor to deliver any information,
                  report, certification or accountants' letter when and as required under Section 2(b) or 2(c), including (except as
                  provided below) any failure by the Company to identify pursuant to Section 2(e)(ii) any Subcontractor "participating
                  in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten
                  calendar days after the date on which such information, report, certification or accountants' letter was required to
                  be delivered shall constitute an Event of Default with respect to the Company under this Agreement and any
                  applicable Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer or any Depositor, as
                  applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this
                  Agreement and/or any applicable Reconstitution Agreement without payment  (notwithstanding anything in this
                  Agreement to the contrary) of any compensation to the Company; provided that to the extent that any provision of
                  this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights
                  or obligations following termination of the Company as servicer, such provision shall be given effect.

                           Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the
                  Company pursuant to this subparagraph (ii)(B) if a failure of the Company to identify a Subcontractor "participating
                  in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or
                  functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.

                  (C)      The Company shall  promptly  reimburse the  Purchaser  (or any designee of the  Purchaser,  such as a master
                  servicer) and any Depositor, as applicable,  for all reasonable expenses incurred by the Purchaser (or such designee)
                  or such  Depositor  as such are  incurred,  in  connection  with the  termination  of the Company as servicer and the
                  transfer of servicing of the Mortgage  Loans to a successor  servicer.  The  provisions of this  paragraph  shall not
                  limit whatever  rights the Purchaser or any Depositor may have under other  provisions of this  Agreement  and/or any
                  applicable  Reconstitution  Agreement  or  otherwise,  whether in equity or at law,  such as an action  for  damages,
                  specific performance or injunctive relief.

                  (iii) The  Purchaser  shall  indemnify  the Company,  each  affiliate of the Company and each Person who controls the
                  Company or such affiliate and their respective  present and former  directors,  officers,  employees and agents,  and
                  hold each of them  harmless  from and against any losses,  damages,  penalties,  fines,  forfeitures,  legal fees and
                  expenses and related costs,  judgments,  and any other costs, fees and expenses that each of them may sustain arising
                  out of or based upon any claims  arising  out of or in  connection  with any  information  set forth in any  offering
                  document  prepared in connection with any  Securitization  Transaction other than a statement or omission arising out
                  of, resulting from, or based upon the Company Information.

                  For  purposes of the  Amendment  and any related  provisions  thereto,  each Master  Servicer  shall be  considered a
      third-party  beneficiary of this  Agreement,  entitled to all the rights and benefits hereof as if it were a direct party to this
      Agreement.

3.       The Company  acknowledges  that a Subservicer or Subcontractor  that performs services with respect to mortgage loans involved
         in a  Securitization  Transaction  in addition to the Mortgage  Loans may be determined  by a Depositor to be a  Participating
         Entity  on the basis of the  aggregate  balance  of such  mortgage  loans,  without  regard to  whether  such  Subservicer  or
         Subcontractor  would be a Participating  Entity with respect to the Mortgage Loans viewed in isolation.  The Company shall (A)
         respond as promptly as  practicable  to any good faith request by the Purchaser or any  Depositor  for  information  regarding
         each  Subservicer  and each  Subcontractor  and (B) cause each  Subservicer and each  Subcontractor  with respect to which the
         Purchaser or any Depositor  requests  delivery of an assessment of compliance  and  accountants'  attestation  to deliver such
         within the time required under Section 2(c).

4.       Notwithstanding  any other  provision of this  Amendment  Reg AB, (i) the Company  shall seek the consent of the Purchaser for
         the utilization of all third party service  providers,  including  Subservicers  and  Subcontractors,  when required by and in
         accordance  with the terms of the Existing  Agreement  and (ii)  references  to the  Purchaser  shall be deemed to include any
         assignees or designees of the Purchaser, such as any Depositor, a master servicer or a trustee.

5.       The  Existing  Agreement  is hereby  amended  by adding the  Exhibits  attached  hereto as Exhibit A and  Exhibit B to the end
         thereto.

6.       References in this  Amendment Reg AB to "this  Agreement" or words of similar  import  (including  indirect  references to the
         Agreement)  shall be deemed to be  references  to the  Existing  Agreement  as amended  by this  Amendment  Reg AB.  Except as
         expressly  amended and modified by this Amendment Reg AB, the Agreement shall continue to be, and shall remain,  in full force
         and effect in accordance  with its terms.  In the event of a conflict  between this Amendment Reg AB and any other document or
         agreement, including without limitation the Existing Agreement, this Amendment Reg AB shall control.

7.       This  Amendment  Reg AB shall be governed by and  construed in  accordance  with the laws of the State of New York, or federal
         law as applicable,  without reference to its conflict of law provisions (other than Section 5-1401 of the General  Obligations
         Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

8.       This Amendment Reg AB may be executed in one or more  counterparts and by different  parties hereto on separate  counterparts,
         each of which, when so executed, shall constitute one and the same agreement.

9.       This  Amendment  Reg AB shall bind and inure to the benefit of and be  enforceable  by the Company and the  Purchaser  and the
         respective permitted successors and assigns of the Company and the successors and assigns of the Purchaser.

10.      This  Amendment  Reg AB will  become  effective  as of the date first  mentioned  above.  This  Amendment  Reg AB shall not be
         assigned,  pledged or hypothecated  by the Company to a third party without the prior written consent of the Purchaser,  which
         consent may be withheld by the Purchaser in its sole  discretion.  The Existing  Agreement as amended by this Amendment Reg AB
         may be  assigned,  pledged  or  hypothecated  by the  Purchaser  in whole or in part,  and with  respect to one or more of the
         Mortgage  Loans,  without the consent of the Company.  There shall be no limitation on the number of  assignments or transfers
         allowable by the Purchaser with respect to the Mortgage Loans and this Amendment Reg AB and the Existing Agreement.

11.      Intent of the Parties; Reasonableness.

         The Purchaser and the Company acknowledge and agree that the purpose of this Amendment Reg AB is to facilitate compliance by
the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.  Although
Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act,
the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide
comparable disclosure in unregistered offerings.  References in this Agreement to compliance with Regulation AB include provision of
comparable disclosure in private offerings.

         Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and
the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that
required under the Securities Act).  The Company acknowledges that interpretations of the requirements of Regulation AB may change
over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser, any
Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB.  In connection with any Securitization Transaction, the Company shall cooperate fully with the
Purchaser to deliver to the Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and
all statements, reports, certifications, records and any other information necessary in the good faith determination of the
Purchaser, any Master Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and
the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser, any Master Servicer or any
Depositor to be necessary in order to effect such compliance.

         The Purchaser (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of
requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser's
reasonable judgment, to comply with Regulation AB.

         For purposes of clarification, the provisions, covenants and or requirements of this Amendment are only applicable with
respect to those Mortgage Loans being securitized in a Securitization Transaction


                                                [Signatures Commence on Following Page]




                  IN WITNESS WHEREOF,  the parties have caused their names to be signed hereto by their respective  officers  thereunto
duly authorized as of the day and year first above written.

                                                    Purchaser

                                                    By:  ________________________________
                                                    Name:  ______________________________
                                                    Title:  _____________________________



                                                    HSBC Mortgage Corporation (USA)

                                                    Company

                                                    By:  ________________________________
                                                    Name:  ______________________________
                                                    Title:  _____________________________




                                                               EXHIBIT A

                                                     FORM OF ANNUAL CERTIFICATION
I.       The [                   ] agreement dated as of [      ], 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I, ________________________________, the _______________________ of [NAME OF COMPANY (the "Company")], certify to
[the Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the
knowledge and intent that they will rely upon this certification, that:

                  (1)      I have reviewed the servicer  compliance  statement of the Company  provided in accordance with Item 1123 of
         Regulation AB (the "Compliance  Statement"),  the report on assessment of the Company's compliance with the servicing criteria
         set forth in Item 1122(d) of Regulation AB (the  "Servicing  Criteria"),  provided in accordance  with Rules 13a-18 and 15d-18
         under  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act") and Item 1122 of  Regulation  AB (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered by the Company to the [Depositor] [Master Servicer] [Securities  Administrator]  [Trustee] pursuant to the Agreement
         (collectively, the "Company Servicing Information");

                  (2)      Based on my knowledge,  the Company  Servicing  Information,  taken as a whole,  does not contain any untrue
         statement of a material  fact or omit to state a material  fact  necessary to make the  statements  made,  in the light of the
         circumstances  under  which such  statements  were made,  not  misleading  with  respect to the period of time  covered by the
         Company Servicing Information;

                  (3)      Based on my  knowledge,  all of the  Company  Servicing  Information  required to be provided by the Company
         under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

                  (4)      I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and
         based on my knowledge and the compliance  review  conducted in preparing the  Compliance  Statement and except as disclosed in
         the Compliance  Statement,  the Servicing  Assessment or the  Attestation  Report,  the Company has fulfilled its  obligations
         under the Agreement in all material respects; and

                  (5)      The  Compliance  Statement  required to be  delivered  by the Company  pursuant  to the  Agreement,  and the
         Servicing  Assessment and Attestation  Report  required to be provided by the Company and by any Subservicer or  Subcontractor
         pursuant to the Agreement,  have been provided to the [Depositor]  [Master Servicer].  Any material instances of noncompliance
         described in such reports have been disclosed to the [Depositor]  [Master  Servicer].  Any material  instance of noncompliance
         with the Servicing Criteria has been disclosed in such reports.
1.


                                                     Date:    _________________________



                                                     By:  ________________________________
                                                     Name:
                                                     Title:




                                                               EXHIBIT B

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":

------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                                       General Servicing Considerations
--------------------                                                                       ----------------------
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance               X
                     or other triggers and events of default in accordance with the
                     transaction agreements.
--------------------                                                                       ----------------------
1122(d)(1)(ii)       If any material servicing activities are outsourced to third                    X
                     parties, policies and procedures are instituted to monitor the
                     third party's performance and compliance with such servicing
                     activities.
--------------------                                                                       ----------------------
1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a
                     back-up servicer for the mortgage loans are maintained.
--------------------                                                                       ----------------------
1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect on the             X
                     party participating in the servicing function throughout the
                     reporting period in the amount of coverage required by and
                     otherwise in accordance with the terms of the transaction
                     agreements.
--------------------                                                                       ----------------------
                                      Cash Collection and Administration
--------------------                                                                       ----------------------
1122(d)(2)(i)        Payments on mortgage loans are deposited into the appropriate                   X
                     custodial bank accounts and related bank clearing accounts no more
                     than two business days following receipt, or such other number of
                     days specified in the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor or to              X
                     an investor are made only by authorized personnel.
--------------------                                                                       ----------------------
1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash flows               X
                     or distributions, and any interest or other fees charged for such
                     advances, are made, reviewed and approved as specified in the
                     transaction agreements.
--------------------                                                                       ----------------------
                     The related accounts for the transaction, such as cash reserve
                     accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g., with                    X
                     respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)       agreements.
--------------------                                                                       ----------------------
1122(d)(2)(v)        Each custodial account is maintained at a federally insured                     X
                     depository institution as set forth in the transaction agreements.
                     For purposes of this criterion, "federally insured depository
                     institution" with respect to a foreign financial institution means
                     a foreign financial institution that meets the requirements of Rule
                     13k-1(b)(1) of the Securities Exchange Act.
--------------------                                                                       ----------------------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized
                     access.
--------------------                                                                       ----------------------
1122(d)(2)(vii)       Reconciliations are prepared on a monthly basis for all                        X
                     asset-backed securities related bank accounts, including custodial
                     accounts and related bank clearing accounts. These reconciliations
                     are (A) mathematically accurate; (B) prepared within 30 calendar
                     days after the bank statement cutoff date, or such other number of
                     days specified in the transaction agreements; (C) reviewed and
                     approved by someone other than the person who prepared the
                     reconciliation; and (D) contain explanations for reconciling items.
                     These reconciling items are resolved within 90 calendar days of
                     their original identification, or such other number of days
                     specified in the transaction agreements.
--------------------                                                                       ----------------------
                                      Investor Remittances and Reporting
--------------------                                                                       ----------------------
1122(d)(3)(i)        Reports to investors, including those to be filed with the                      X
                     Commission, are maintained in accordance with the transaction
                     agreements and applicable Commission requirements. Specifically,
                     such reports (A) are prepared in accordance with timeframes and
                     other terms set forth in the transaction agreements; (B) provide
                     information calculated in accordance with the terms specified in
                     the transaction agreements; (C) are filed with the Commission as
                     required by its rules and regulations; and (D) agree with
                     investors' or the trustee's records as to the total unpaid
                     principal balance and number of mortgage loans serviced by the
                     Servicer.
--------------------                                                                       ----------------------
1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in accordance               X
                     with timeframes, distribution priority and other terms set forth in
                     the transaction agreements.
--------------------                                                                       ----------------------
                     Disbursements made to an investor are posted within two business
                     days to the Servicer's investor records, or such other number of                X
1122(d)(3)(iii)      days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Amounts remitted to investors per the investor reports agree with
                     cancelled checks, or other form of payment, or custodial bank                   X
1122(d)(3)(iv)       statements.
--------------------                                                                       ----------------------
                                          Pool Asset Administration                                  X
--------------------                                                                       ----------------------
1122(d)(4)(i)         Collateral or security on mortgage loans is maintained as required             X
                     by the transaction agreements or related mortgage loan documents.
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as required by              X
1122(d)(4)(ii)       the transaction agreements
--------------------                                                                       ----------------------
1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool are                  X
                     made, reviewed and approved in accordance with any conditions or
                     requirements in the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(4)(iv)       Payments on mortgage loans, including any payoffs, made in                      X
                     accordance with the related mortgage loan documents are posted to
                     the Servicer's obligor records maintained no more than two business
                     days after receipt, or such other number of days specified in the
                     transaction agreements, and allocated to principal, interest or
                     other items (e.g., escrow) in accordance with the related mortgage
                     loan documents.
--------------------                                                                       ----------------------
1122(d)(4)(v)        The Servicer's records regarding the mortgage loans agree with the              X
                     Servicer's records with respect to an obligor's unpaid principal
                     balance.
--------------------                                                                       ----------------------
1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's                     X
                     mortgage loans (e.g., loan modifications or re-agings) are made,
                     reviewed and approved by authorized personnel in accordance with
                     the transaction agreements and related pool asset documents.
--------------------                                                                       ----------------------
1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans,                   X
                     modifications and deeds in lieu of foreclosure, foreclosures and
                     repossessions, as applicable) are initiated, conducted and
                     concluded in accordance with the timeframes or other requirements
                     established by the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(4)(viii)     Records documenting collection efforts are maintained during the                X
                     period a mortgage loan is delinquent in accordance with the
                     transaction agreements. Such records are maintained on at least a
                     monthly basis, or such other period specified in the transaction
                     agreements, and describe the entity's activities in monitoring
                     delinquent mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where delinquency
                     is deemed temporary (e.g., illness or unemployment).
--------------------                                                                       ----------------------
1122(d)(4)(ix)       Adjustments to interest rates or rates of return for mortgage loans
                     with variable rates are computed based on the related mortgage loan
                     documents.
--------------------                                                                       ----------------------
1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's mortgage loan documents, on at least an annual basis, or
                     such other period specified in the transaction agreements; (B)
                     interest on such funds is paid, or credited, to obligors in
                     accordance with applicable mortgage loan documents and state laws;
                     and (C) such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related mortgage loans, or such other
                     number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or insurance
                     payments) are made on or before the related penalty or expiration
                     dates, as indicated on the appropriate bills or notices for such
                     payments, provided that such support has been received by the
                     servicer at least 30 calendar days prior to these dates, or such
                     other number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
1122(d)(4)(xii)      Any late payment penalties in connection with any payment to be
                     made on behalf of an obligor are paid from the servicer's funds and
                     not charged to the obligor, unless the late payment was due to the
                     obligor's error or omission.
--------------------                                                                       ----------------------
                     Disbursements made on behalf of an obligor are posted within two
                     business days to the obligor's records maintained by the servicer,
                     or such other number of days specified in the transaction
1122(d)(4)(xiii)     agreements.
--------------------                                                                       ----------------------
1122(d)(4)(xiv)       Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction
                     agreements.
--------------------                                                                       ----------------------
                     Any external enhancement or other support, identified in Item
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)       as set forth in the transaction agreements.
--------------------                                                                       ----------------------

-------------------- --------------------------------------------------------------------- ----------------------



                                                     [NAME OF COMPANY] [NAME OF SUBSERVICER]


                                                     Date: _______________________________



                                                     By:  ________________________________
                                                     Name:
                                                     Title:




                                                                                                                            EXHIBIT H-9




                                                       EMC MORTGAGE CORPORATION
                                                               Purchaser,

                                                         INDYMAC BANK, F.S.B.
                                                               Company,

                                          MASTER PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                                                      Dated as of August 1, 2001





                                                   (Adjustable Rate Mortgage Loans)




                                                           TABLE OF CONTENTS

                                                               ARTICLE I


Section 1.01     Defined Terms............................................................................2

                                                              ARTICLE II

Section 2.01     Agreement to Purchase....................................................................14
Section 2.02     Purchase Price...........................................................................14
Section 2.03     Servicing of Mortgage Loans..............................................................15
Section 2.04     Record Title and Possession of Mortgage Files;
                         Maintenance of Servicing Files...................................................15
Section 2.05     Books and Records........................................................................16
Section 2.06     Transfer of Mortgage Loans...............................................................16
Section 2.07     Delivery of Mortgage Loan Documents......................................................17
Section 2.08     Reserved.................................................................................18

                                                              ARTICLE III

Section 3.01     Representations and Warranties of the Company............................................19
Section 3.02     Representations and Warranties as to
                         Individual Mortgage Loans........................................................21
Section 3.03     Repurchase; Substitution.................................................................32

                                                              ARTICLE IV

Section 4.01     Company to Act as Servicer...............................................................34
Section 4.02     Collection of Mortgage Loan Payments.....................................................37
Section 4.03     Realization Upon Defaulted Mortgage Loans................................................37
Section 4.04     Establishment of Custodial Accounts;
                         Deposits in Custodial Accounts...................................................38
Section 4.05     Permitted Withdrawals from the
                         Custodial Account................................................................40
Section 4.06     Establishment of Escrow Accounts;
                         Deposits in Escrow Accounts......................................................41
Section 4.07     Permitted Withdrawals From Escrow Account................................................41
Section 4.08     Payment of Taxes, Insurance and Other
                         Charges; Maintenance of Primary Mortgage
                         Insurance Policies; Collections Thereunder.......................................42

Section 4.09     Transfer of Accounts.....................................................................43
Section 4.10     Maintenance of Hazard Insurance..........................................................43
Section 4.11     Maintenance of Mortgage Impairment
                         Insurance Policy.................................................................44
Section 4.12     Fidelity Bond, Errors and Omissions
                        Insurance.........................................................................45
Section 4.13    Title, Management and Disposition of REO  Property........................................45
Section 4.14     Notification of Maturity Date............................................................47

                                                               ARTICLE V

Section 5.01     Distributions............................................................................47
Section 5.02     Statements to the Purchaser..............................................................47
Section 5.03     Monthly Advances by the Company..........................................................49
Section 5.04     Liquidation Reports......................................................................49

                                                              ARTICLE VI

Section 6.01     Assumption Agreements....................................................................49
Section 6.02     Satisfaction of Mortgages and Release
                         of Mortgage Files................................................................50
Section 6.03     Servicing Compensation...................................................................51
Section 6.04     Annual Statement as to Compliance........................................................52
Section 6.05     Annual Independent Certified Public
                         Accountants' Servicing Report....................................................52
Section 6.06     Purchaser's Right to Examine Company Records.............................................52

                                                              ARTICLE VII

Section 7.01      Company Shall Provide Information as Reasonably
                          Required........................................................................53

                                                             ARTICLE VIII

Section 8.01     Indemnification; Third Party Claims......................................................53
Section 8.02     Merger or Consolidation of the Company...................................................54
Section 8.03     Limitation on Liability of the Company and Others........................................54
Section 8.04     Company Not to Assign or Resign..........................................................55
Section 8.05     No Transfer of Servicing.................................................................55


                                                              ARTICLE IX

Section 9.01     Events of Default........................................................................56
Section 9.02     Waiver of Defaults.......................................................................57

                                                               ARTICLE X


Section 10.01     Termination.............................................................................58

                                                              ARTICLE XI

Section 11.01     Successor to the Company................................................................58
Section 11.02     Amendment...............................................................................59
Section 11.03     Recordation of Agreement................................................................59
Section 11.04     Governing Law...........................................................................59
Section 11.05     Notices.................................................................................59
Section 11.06     Severability of Provisions..............................................................60
Section 11.07     Exhibits................................................................................61
Section 11.08     General Interpretive Principles.........................................................61
Section 11.09     Reproduction of Documents...............................................................61
Section 11.10     Confidentiality of Information..........................................................62
Section 11.11     Recordation of Assignment of Mortgage...................................................62
Section 11.12     Assignment by Purchaser.................................................................62
Section 11.13     No Partnership..........................................................................63
Section 11.14     Execution: Successors and Assigns.......................................................63
Section 11.15     Entire Agreement........................................................................63
Section 11.16     No Solicitation.........................................................................63
Section 11.17     Closing.................................................................................63
Section 11.18     Cooperation of Company with Reconstitution..............................................64


EXHIBITS

   A                     Contents of Mortgage File
   B                     Custodial Account Letter Agreement
   C                     Escrow Account Letter Agreement
   D                     Form of Assignment and Assumption
   E                     Form of Trial Balance
   F                     Request for Release of Documents and Receipt
   G                     Company's Underwriting Guidelines
   H                     Form of Purchase Price and Terms Letter
   I                     Form of Bill of Sale





         This is a Master  Purchase,  Warranties  and  Servicing  Agreement,  dated as of August 1, 2001 and is  executed  between  EMC
MORTGAGE CORPORATION, as Purchaser (the "Purchaser"), and IndyMac Bank, F.S.B. (the "Company").

                                                         W I T N E S S E T H :

         WHEREAS,  the Company desires to sell, from time to time, to Purchaser and Purchaser  desires to purchase,  from time to time,
from Seller on various  dates  specified  in the related  letter  agreement  by and between the Company and the  Purchaser  in the form
attached  hereto as Exhibit H (the "Purchase Price and Terms Letter) certain  mortgage loans (the "Mortgage  Loans"),  exclusive of the
Retained Yield, on a servicing retained basis.

         WHEREAS,  each of the  Mortgage  Loans is secured by a Mortgage  (as defined  herein)  creating a first lien on a  residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule (as defined herein); and

         WHEREAS,  the Purchaser and the Company wish to prescribe the  representations  and  warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  hereinafter  set  forth,  and for  other  good  and  valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:



                                                               ARTICLE I

                                                              DEFINITIONS

         Section 1.01  Defined Terms.

         Whenever used in this  Agreement,  the following  words and phrases,  unless the context  otherwise  requires,  shall have the
meanings specified in this Article:

         Accepted Servicing  Practices:  With respect to any Mortgage Loan, those mortgage servicing  practices  (including  collection
procedures)  of prudent  mortgage  banking  institutions  which  service  mortgage  loans of the same type as such Mortgage Loan in the
jurisdiction  where the  related  Mortgaged  Property  is  located.  Such  standard  of care shall not be lower  than that the  Company
customarily  employs and  exercises in servicing  and  administering  similar  mortgage  loans for its own account and shall be in full
compliance with all federal, state and local laws, ordinances, rules and regulations.

         Adjustment  Date: As to each Mortgage  Loan, the date on which the Mortgage  Interest Rate is adjusted in accordance  with the
terms of the related Mortgage Note.

         Agreement:  This Master Purchase,  Warranties and Servicing  Agreement  including all exhibits hereto,  amendments  hereof and
supplements hereto.

         Appraised  Value:  With respect to any Mortgaged  Property,  the lesser of (i) the value thereof as determined by an appraisal
made for the originator of the Mortgage Loan at the time of  origination of the Mortgage Loan by an appraiser who met the  requirements
of the Company and Fannie Mae, and (ii) the purchase price paid for the related  Mortgaged  Property by the Mortgagor with the proceeds
of the Mortgage Loan,  provided,  however,  in the case of a Refinanced  Mortgage Loan,  such value of the Mortgaged  Property is based
solely upon the value  determined by an appraisal made for the originator of such  Refinanced  Mortgage Loan at the time of origination
of such Refinanced Mortgage Loan by an appraiser who met the requirements of the Company and Fannie Mae.

         Assignment:  An individual  assignment  of the Mortgage,  notice of transfer or  equivalent  instrument,  in recordable  form,
sufficient  under the laws of the  jurisdiction  wherein  the  related  Mortgaged  Property is located to reflect of record the sale or
transfer of the Mortgage Loan.

         BIF:  The Bank Insurance Fund, or any successor thereto.

         Bill of Sale:  A bill of sale in the form annexed hereto as Exhibit I.

         Business  Day:  Any day  other  than:  (i) a  Saturday  or  Sunday,  or (ii) a legal  holiday  in the  States  of New  York or
California,  or (iii) a day on which banks in the States of New York or  California  are  authorized  or  obligated by law or executive
order to be closed.

         Closing  Date:  The date set forth as the Closing  Date in the related  Purchase  Price and Terms Letter or such other date as
shall be mutually agreed upon by the parties hereto.
         Code:  The Internal Revenue Code of 1986, as amended

         Company:  IndyMac Bank, F.S.B., its successors in interest and assigns, as permitted by this Agreement.

         Company's  Officer's  Certificate:  A  certificate  signed by the  Chairman of the Board,  President,  any Vice  President  or
Treasurer  of  Company  stating  the date by which  Company  expects to receive  any  missing  documents  sent for  recording  from the
applicable recording office.

         Compensating  Interest:  With respect to each Remittance  Date, the lesser of (i) the Servicing Fee received by the Company in
the preceding  month and (ii) one month's  interest at the Mortgage Loan  Remittance  Rate for each Mortgage Loan for which a Principal
Prepayment  occurred  during the prior calendar month,  less any payments in respect of interest made by the related  Mortgagor for the
related Mortgage Loan in connection with such Principal Prepayment.

         Condemnation  Proceeds:  All awards or  settlements  in respect of a  Mortgaged  Property,  whether  permanent  or  temporary,
partial or entire,  by  exercise  of the power of eminent  domain or  condemnation,  to the extent not  required  to be  released  to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

         Co-op Lease:  With respect to a Co-op Loan,  the lease with respect to a dwelling  unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.

         Co-op  Loan:  A Mortgage  Loan  secured by the pledge of stock  allocated  to a  dwelling  unit in a  residential  cooperative
housing corporation and a collateral assignment of the related Co-op Lease.

         Custodial  Account:  Each  separate  account or  accounts  created  and  maintained  pursuant  to Section  4.04 which shall be
entitled "IndyMac Bank,  F.S.B., in trust for the [Purchaser],  Owner of Adjustable Rate Mortgage Loans" and shall be established in an
Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

         Cut-off Date: The date set forth as the Cut-off Date in the related Purchase Price and Terms Letter.

         Determination  Date:  The 15th day (or if such 15th day is not a Business  Day, the Business Day  immediately  preceding  such
15th day) of the month of the related Remittance Date.

         Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan,  exclusive of any days of grace,  which
is the first day of the month.

         Due Period:  With respect to any  Remittance  Date, the period  commencing on the second day of the month  preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.

         Eligible Account:  An account established and maintained:  (i) within FDIC insured accounts created,  maintained and monitored
by the Company so that all funds deposited  therein are fully insured,  or (ii) as a trust account with the corporate trust  department
of a  depository  institution  or trust  company  organized  under the laws of the  United  States of  America or any one of the states
thereof or the District of Columbia which is not  affiliated  with the Company (or any  sub-servicer)  or (iii) with an entity which is
an institution  whose deposits are insured by the FDIC, the unsecured and  uncollateralized  long-term debt  obligations of which shall
be rated "A2" or higher by  Standard & Poor's and "A" or higher by Fitch,  Inc.  or one of the two  highest  short-term  ratings by any
applicable Rating Agency, and which is either (a) a federal savings  association duly organized,  validly existing and in good standing
under the federal banking laws, (b) an institution duly organized,  validly existing and in good standing under the applicable  banking
laws of any state, (c) a national banking  association under the federal banking laws, or (d) a principal  subsidiary of a bank holding
company,  or (iv) if ownership of the Mortgage Loans is evidenced by  mortgaged-backed  securities,  the equivalent required ratings of
each Rating  Agency,  and held such that the rights of the  Purchaser  and the owner of the  Mortgage  Loans  shall be fully  protected
against the claims of any creditors of the Company (or any  sub-servicer)  and of any creditors or  depositors  of the  institution  in
which such account is maintained or (v) in a separate  non-trust  account without FDIC or other  insurance in an Eligible  Institution.
In the event that a Custodial  Account is  established  pursuant to clause (iii),  (iv) or (v) of the preceding  sentence,  the Company
shall provide the Purchaser  with written notice on the Business Day following the date on which the  applicable  institution  fails to
meet the applicable ratings requirements.

         Eligible  Institution:  IndyMac Bank,  F.S.B., or an institution having (i) the highest short-term debt rating, and one of the
two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial  Account,  an unsecured  long-term debt
rating of at least one of the two highest unsecured long-term debt ratings of each Rating Agency.

         Equity  Take-Out  Refinanced  Mortgage  Loan:  A  Refinanced  Mortgage  Loan the  proceeds  of  which  were in  excess  of the
outstanding principal balance of the existing mortgage loan.

         Escrow  Account:  Each separate  account or accounts  created and maintained  pursuant to Section 4.06 which shall be entitled
"IndyMac Bank,  F.S.B, in trust for the  [Purchaser],  Owner of Adjustable Rate Mortgage  Loans,  and various  Mortgagors" and shall be
established in an Eligible Account.

         Escrow Payments:  With respect to any Mortgage Loan, the amounts constituting ground rents, taxes,  assessments,  water rates,
sewer rents,  municipal charges,  mortgage insurance premiums,  fire and hazard insurance premiums,  condominium charges, and any other
payments required to be or in fact escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

         Event of Default:  Any one of the conditions or circumstances enumerated in Section 9.01.

         Fannie Mae:       The Federal National Mortgage Association, or any successor thereto.

         Fannie Mae  Guide(s):  The Fannie  Mae  Selling  Guide and the Fannie Mae  Servicing  Guide and all  amendments  or  additions
thereto.

         FDIC:  The Federal Deposit Insurance Corporation, or any successor thereto.

         FHLMC:  The Federal Home Loan Mortgage Corporation, or any successor thereto.

         FHLMC Guide:  The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.

         Fidelity Bond:  A fidelity bond to be maintained by the Company pursuant to Section 4.12.

         FIRREA:  The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

         GAAP:  Generally accepted accounting principles, consistently applied.

         HUD:  The United States Department of Housing and Urban Development or any successor.

         IndyMac Guidelines:        The IndyMac Bank, F.S.B. Seller/Servicer Guidelines and all amendments or additions thereto.

         Index:  On each  Adjustment  Date,  the  applicable  index shall be a rate per annum equal to the weekly average yield on U.S.
Treasury  securities  adjusted  to a constant  maturity  of one year as made  available  by the Federal  Reserve  Board,  or, if not so
published,  as  reported  by any Federal  Reserve  Bank or by any U.S.  Government  department  or agency,  for the week for which such
figures were most recently published or reported as of the date 45 days prior to the Adjustment Date.

         Initial Rate Cap: As to each  Mortgage  Loan,  the maximum  increase or decrease in the  Mortgage  Interest  Rate on the first
Adjustment Date.

         Insurance  Proceeds:  With respect to each Mortgage  Loan,  proceeds of insurance  policies  insuring the Mortgage Loan or the
related Mortgaged Property.

         Lifetime Rate Cap:  As to each Mortgage Loan, the lifetime rate cap indicated on the related Mortgage Loan Schedule.

         Liquidation  Proceeds:  Cash received in connection  with the  liquidation of a defaulted  Mortgage Loan,  whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

         Loan-to-Value  Ratio or LTV: With respect to any Mortgage  Loan,  the ratio of the original  outstanding  principal  amount of
the Mortgage  Loan,  to (i) the  Appraised  Value of the  Mortgaged  Property as of the  Origination  Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged  Property as of the  Origination  Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.

         Margin:  With respect to each Mortgage  Loan,  the fixed  percentage  amount set forth in each related  Mortgage Note which is
added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.

         Monthly Advance:  The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.

         Monthly  Payment:  The scheduled  monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.

         Mortgage:  With  respect  to a  Mortgage  Loan  that is not a Co-op  Loan,  the  mortgage,  deed of trust or other  instrument
securing a Mortgage  Note which  creates a first lien on an  unsubordinated  estate in fee simple or leasehold  estate in real property
securing the Mortgage Note. With respect to a Co-op Loan, the security  agreement  creating a security  interest in the stock allocated
to a dwelling unit in a residential  cooperative  housing  corporation that was pledged to secure such Co-op Loan and the related Co-op
Lease.

         Mortgage File:  The mortgage  documents  pertaining to a particular  Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.

         Mortgage Impairment Insurance Policy:  A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.

         Mortgage  Interest Rate: The annual rate at which  interest  accrues on any Mortgage Loan,  which may be adjusted from time to
time, in accordance with the provisions of the related Mortgage Note.

         Mortgage Loan: An individual  Mortgage Loan,  exclusive of the Retained Yield,  which is the subject of this  Agreement,  each
Mortgage Loan  originally  sold and subject to this  Agreement  being  identified on the Mortgage Loan  Schedule,  which  Mortgage Loan
includes  without  limitation  the Mortgage File, the Monthly  Payments,  Principal  Prepayments,  Liquidation  Proceeds,  Condemnation
Proceeds,  Insurance Proceeds,  REO Disposition Proceeds, and all other rights,  benefits,  proceeds and obligations arising from or in
connection with such Mortgage Loan, excluding prepayment penalties and replaced or repurchased mortgage loans.

         Mortgage Loan Documents:  The documents listed in Exhibit A.

         Mortgage Loan  Remittance  Rate:  With respect to each Mortgage Loan,  the annual rate of interest  remitted to the Purchaser,
which shall be equal to (a) the Mortgage  Interest Rate minus (b) the sum of (i) the Retained  Yield Rate,  plus (ii) the Servicing Fee
Rate.

         Mortgage Loan Schedule:  The schedule of Mortgage  Loans annexed to the related  Purchase Price and Terms Letter setting forth
the following information with respect to each Mortgage Loan in the related Mortgage Loan package:

         (1)      the Company's Mortgage Loan identifying number;

         (2)      the Mortgagor's first and last name;

         (3)      the street address of the Mortgaged Property including the city, state and zip code;

         (4)      a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

         (5)      the type of residential property constituting the Mortgaged Property;

         (8)      the original months to maturity of the Mortgage Loan;

         (9)      the  remaining  months to maturity  from the  related  Cut-off  Date,  based on the  original  amortization  schedule  and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;

         (8)      the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;

         (9)      the Mortgage  Interest Rate as of origination  and as of the related Cut-off Date; the initial  Adjustment  Date, the
next Adjustment Date immediately  following the related Cut-off Date, the Index, the Margin,  the Initial Rate Cap,  Periodic Rate Cap,
minimum Mortgage Interest Rate under the terms of the Mortgage Note and the Lifetime Rate Cap;

         (10)     the Origination Date of the Mortgage Loan;

         (11)     the stated maturity date;

         (12)     the amount of the Monthly Payment at origination;

         (13)     the amount of the Monthly Payment as of the related Cut-off Date;

         (14)     the original principal amount of the Mortgage Loan;

         (15)     the Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date;

         (16)     a code  indicating  the purpose of the  Mortgage  Loan (i.e.,  purchase,  rate and term  refinance,  equity  take-out
refinance);

         (17)     a code indicating the documentation style (i.e. full, alternative, etc.);

         (18)     the number of times during the twelve (12) month period  preceding the related  Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;

         (19)     the date on which the first payment is or was due;

         (20)     a code indicating  whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy; if so, the
name of the mortgage insurer, the mortgage certificate number and the coverage percentage;

         (21)     the last Due Date on which a Monthly Payment was actual applied to the unpaid principal balance of the Mortgage Loan.

         (22)     product type (i.e. 3/1 ARM, 5/1 ARM, etc.);

         (23)     credit score and/or mortgage score, if applicable;

         (24)     a code indicating whether the Mortgage Loan is subject to a prepayment penalty and if so, the term thereof;

         (25)     the Retained Yield Rate;

         (26)     the Lifetime Rate Cap; and

         (27)     the Periodic Rate Cap.

         With respect to the Mortgage  Loans in the aggregate,  the Mortgage Loan Schedule  shall set forth the following  information,
as of the related Cut-off Date:

         (1)      the number of Mortgage Loans;

         (2)      the aggregate Stated Principal Balance of the Mortgage Loans;

         (3)      the weighted average Mortgage Interest Rate of the Mortgage Loans;

         (4)      the weighted average maturity of the Mortgage Loans; and

         (5)      the weighted average months to next Adjustment Date.

         Mortgage Note:  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

         Mortgaged  Property:  With  respect to a  Mortgage  Loan that is not a Co-op  Loan,  the  underlying  real  property  securing
repayment of a Mortgage  Note,  consisting of a single  parcel of real estate  considered to be real estate under the laws of the state
in which such real property is located,  which may include  condominium units and planned unit developments,  improved by a residential
dwelling;  except that with respect to real property  located in  jurisdictions  in which the use of leasehold  estates for residential
properties is a  widely-accepted  practice,  a leasehold estate of the Mortgage,  the term of which is equal to or longer than the term
of the  Mortgage.  With  respect to a Co-op  Loan,  the stock  allocated  to a dwelling  unit in the  residential  cooperative  housing
corporation that was pledged to secure such Co-op Loan and the related Co-op Lease.

         Mortgagor:  The obligor on a Mortgage Note.

         OCC:  Office of the Comptroller of the Currency, its successors and assigns.

         Officers'  Certificate:  A certificate  signed by the Chairman of the Board, the Vice Chairman of the Board, the President,  a
Senior Vice  President or a Vice  President  and by the  Treasurer or the  Secretary or one of the  Assistant  Treasurers  or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an  employee  of the party on behalf of whom the  opinion is
being given, reasonably acceptable to the Purchaser.

         Origination  Date:  The date on which a  Mortgage  Loan  closed  and  funded,  which date  shall  not,  in  connection  with a
Refinanced  Mortgage Loan, be the date of the closing and funding of the debt being  refinanced,  but rather the closing and funding of
the debt currently outstanding under the terms of the Mortgage Loan Documents.

         OTS:  Office of Thrift Supervision, its successors and assigns.

         Periodic Rate Cap:  As to each Mortgage Loan, the periodic rate cap indicated on the related Mortgage Loan Schedule.


         Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and obligations  fully  guaranteed by the United States of America or any agency or
                  instrumentality  of the United States of America the  obligations of which are backed by the full faith and credit of
                  the United States of America;  provided that  obligations of FHLMC or Fannie Mae shall be Permitted  Investments only
                  if, at the time of  investment,  they are rated in one of the two  highest  rating  categories  by Standard & Poor's,
                  Moody's Investors Service, Inc. and Fitch, Inc.;

         (ii)     (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
     company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
     examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
     and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
     investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by
     Standard & Poor's, Moody's Investors Service, Inc. and Fitch, Inc. and (b) any other demand or time deposit or certificate of
     deposit that is fully insured by the FDIC;


                  (iii)    repurchase  obligations  with  respect to (a) any  security  described  in clause (i) above or (b) any other
                  security  issued or guaranteed by an agency or  instrumentality  of the United States of America,  the obligations of
                  which are backed by the full faith and credit of the United  States of America,  in either case  entered  into with a
                  depository institution or trust company (acting as principal) described in clause (ii)(a) above;

                  (iv)     securities  bearing interest or sold at a discount issued by any corporation  incorporated under the laws of
                  the United  States of America or any state  thereof  that are rated in one of the two highest  rating  categories  by
                  Standard & Poor's,  Moody's  Investors  Service,  Inc. and Fitch,  Inc. at the time of such investment or contractual
                  commitment providing for such investment;  provided,  however,  that securities issued by any particular  corporation
                  will not be Permitted  Investments to the extent that investments  therein will cause the then outstanding  principal
                  amount of securities  issued by such  corporation  and held as Permitted  Investments  to exceed 10% of the aggregate
                  outstanding principal balances and amounts of all the Permitted Investments;

                  (v)      commercial paper (including both non-interest-bearing  discount obligations and interest-bearing obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by Standard & Poor's,  Moody's Investors Service, Inc. and Fitch, Inc. at
                  the time of such investment;

                  (vi)     any other demand, money market or time deposit,  obligation,  security or investment as may be acceptable to
                  each of Standard & Poor's, Moody's Investors Service, Inc. and Fitch, Inc.; and

                  (vii)    any money market funds the  collateral  of which  consists of  obligations  fully  guaranteed  by the United
                  States of America or any agency or  instrumentality  of the United  States of America  the  obligations  of which are
                  backed by the full faith and  credit of the  United  States of America  (which  may  include  repurchase  obligations
                  secured by collateral  described in clause (i)) and other securities and which money market funds are rated in one of
                  the two highest rating categories by Standard & Poor's, Moody's Investors Service, Inc. and Fitch, Inc.

provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest  payments with respect to the obligations  underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par.

         Person:  Any  individual,  corporation,  partnership,  joint venture,  association,  joint-stock  company,  limited  liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.

         Prepayment  Interest  Shortfall:  The sum of the amounts by which interest  actually  received in a calendar month as a result
of a full or partial  prepayment or other  unscheduled  receipt of principal  (including as a result of a liquidation) on each Mortgage
Loan as to which such a payment is received is less than the interest  portion of the Monthly  Payment of such Mortgage Loan  scheduled
to be due at the applicable Mortgage Loan Remittance Rate on the Due Date immediately following such month.

         Primary  Mortgage  Insurance  Policy:  Each  primary  policy of mortgage  insurance  represented  to be in effect  pursuant to
Section 3.02(hh),  any lender-paid  primary mortgage  insurance policy obtained and maintained by the Company or any replacement policy
therefor obtained by the Company pursuant to Section 4.08.

         Prime Rate:  The prime rate  announced  to be in effect from time to time as  published as the average rate in the Wall Street
Journal (Northeast Edition).

         Principal  Prepayment:  Any payment or other  recovery of  principal on a Mortgage  Loan full or partial  which is received in
advance of its scheduled Due Date and which is not  accompanied  by an amount of interest  representing  scheduled  interest due on any
date or dates in any month or months subsequent to the month of prepayment.

         Purchase Price:  As defined in Section 2.02.

         Purchase Price and Terms Letter:  As defined in the Recitals to this Agreement.

         Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

         Qualified Appraiser:  An appraiser,  duly appointed by the Company,  who had no interest,  direct or indirect in the Mortgaged
Property or in any loan made on the security  thereof,  and whose  compensation  is not affected by the approval or  disapproval of the
Mortgage Loan, and such  appraiser and the appraisal  made by such  appraiser both satisfy the  requirements  of Title XI of FIRREA and
the  regulations  promulgated  thereunder  and the  requirements  of Fannie  Mae,  all as in effect on the date the  Mortgage  Loan was
originated.

         Qualified  Insurer:  An  insurance  company  duly  qualified  as such  under the laws of the  states  in which  the  Mortgaged
Properties are located,  duly  authorized and licensed in such states to transact the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.

         Rating  Agency:  Standard & Poor's,  Fitch,  Inc. or, in the event that some or all of the ownership of the Mortgage  Loans is
evidenced by  mortgage-backed  securities,  the nationally  recognized rating agencies issuing ratings with respect to such securities,
if any.

         Refinanced  Mortgage  Loan:  A Mortgage  Loan which was made to a  Mortgagor  who owned the  Mortgaged  Property  prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

         REMIC:  A "real estate mortgage investment conduit," as such term is defined in the Internal Revenue Code, as amended.

         Remittance  Date:  The 18th day of any month,  or if such 18th day is not a Business Day, the first  Business Day  immediately
following such 18th day.

         REO Disposition:  The final sale by the Company of any REO Property.

         REO Disposition Proceeds: Amounts received by the Company in connection with an REO Disposition.

         REO Property:  A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.

         Repurchase  Price:  With respect to any Mortgage Loan, a price equal to (i) the outstanding  principal balance of the Mortgage
Loan, plus (ii) interest on such  outstanding  principal  balance at the Mortgage Loan Remittance Rate from the last date through which
interest  has been paid and  distributed  to the  Purchaser to the end of the month of  repurchase,  plus,  (iii) third party  expenses
incurred in connection with the transfer of the Mortgage Loan being  repurchased;  less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

         Retained  Yield:  All interest  accrued at the Retained Yield Rate on the principal  balance from time to time  outstanding of
each  Mortgage  Loan,  the right to which will be retained by the  Company  pursuant to Section  2.04 and which is payable to or at the
direction of the Company out of the interest  portion of all payments or  collections  actually  received or advanced by the Company as
to the Mortgage Loan.

         Retained  Yield  Rate:  With  respect to each  Mortgage  Loan,  the amount  specified  on the  Mortgage  Loan  Schedule as the
"Retained Yield Rate" .

         SAIF:  The Savings Association Insurance Fund, or any successor thereto.

         Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of pocket"  costs and expenses  (including  reasonable
attorneys'  fees and  disbursements)  incurred in the  performance  by the Company of its  servicing  obligations,  including,  but not
limited  to,  the  cost  of (a)  the  preservation,  restoration  and  protection  of the  Mortgaged  Property,  (b)  any  enforcement,
administrative or judicial  proceedings,  or any legal work or advice specifically  related to servicing the Mortgage Loans,  including
but not limited to,  foreclosures,  bankruptcies,  condemnations,  drug seizures,  elections,  foreclosures  by subordinate or superior
lienholders,  and other legal actions  incidental to the servicing of the Mortgage  Loans  (provided  that such expenses are reasonable
and that the Company  specifies the Mortgage  Loan(s) to which such expenses relate,  and provided  further that any such  enforcement,
administrative  or  judicial  proceeding  does not arise out of a breach of any  representation,  warranty  or  covenant of the Company
hereunder),  (c) the management  and  liquidation  of the Mortgaged  Property if the Mortgaged  Property is acquired in full or partial
satisfaction of the Mortgage,  (d) taxes,  assessments,  water rates, sewer rates and other charges which are or may become a lien upon
the Mortgaged  Property,  and Primary  Mortgage  Insurance  Policy premiums and fire and hazard  insurance  coverage,  (e) any expenses
reasonably  sustained by the Company,  as Company,  with respect to the  liquidation of the Mortgaged  Property in accordance  with the
terms of this Agreement and (f) compliance with the obligations under Section 4.08.

         Servicing  Fee:  With respect to each  Mortgage  Loan,  the amount of the annual fee the  Purchaser  shall pay to the Company,
which  shall,  for a period of one full  month,  be equal to  one-twelfth  of the  product  of (a) the  Servicing  Fee Rate and (b) the
outstanding  principal  balance of such Mortgage Loan. Such fee shall be payable  monthly,  computed on the basis of the same principal
amount and period  respecting  which any related  interest  payment on a Mortgage Loan is computed.  The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable  solely from, the interest  portion  (including  recoveries  with
respect to interest  from  Liquidation  Proceeds,  to the extent  permitted by Section 4.05) of such Monthly  Payment  collected by the
Company, or as otherwise provided under Section 4.05.

         Servicing Fee Rate:  The Servicing Fee Rate shall be the rate indicated on the related Purchase Price and Terms Letter.

         Servicing  File:  With  respect to each  Mortgage  Loan,  the file  retained by the Company  consisting  of  originals  of all
documents in the Mortgage File which are not delivered to the  Purchaser  and copies of the Mortgage Loan  Documents  listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.

         Servicing  Officer:  Any officer of the Company  involved in, or  responsible  for, the  administration  and  servicing of the
Mortgage  Loans whose name appears on a list of servicing  officers  furnished by the Company to the Purchaser  upon  request,  as such
list may from time to time be amended.

         Stated  Principal  Balance:  As to each  Mortgage  Loan as of any date of  determination,  (i) the  principal  balance of such
Mortgage  Loan at the related  Cut-off Date after giving  effect to payments of  principal  due on or before such date,  whether or not
received,  minus (ii) all amounts  previously  distributed to the Purchaser with respect to the Mortgage Loan representing  payments or
recoveries of principal or advances in lieu thereof.

         Subservicer:   Any  subservicer  which  is  subservicing  the  Mortgage  Loans  pursuant  to  a  Subservicing  Agreement.  Any
subservicer shall meet the qualifications set forth in Section 4.01.

         Subservicing Agreement:  An agreement between the Company and a Subservicer for the servicing of the Mortgage Loans.


                                                              ARTICLE II

                                                     SERVICING OF MORTGAGE LOANS;
                                            RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
                                                BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
                                                  DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01      Agreement to Purchase.

         The Company  agrees to sell and the  Purchaser  agrees to purchase  from time to time the  Mortgage  Loans having an aggregate
Stated Principal  Balance on the related Cut-off Date in an amount as set forth in the related  Purchase Price and Terms Letter,  or in
such other amount as agreed by the  Purchaser  and the Company as evidenced by the actual  aggregate  Stated  Principal  Balance of the
Mortgage  Loans  accepted by the  Purchaser on the related  Closing Date,  with  servicing  retained by the Company.  The Company shall
deliver the Mortgage  Loan  Schedule for the Mortgage  Loans to be purchased on the related  Closing Date to the Purchaser at least one
(1) Business Day prior to such Closing Date.

         Section 2.02      Purchase Price.

         The Purchase  Price for each Mortgage Loan shall be the  percentage of par as stated in the related  Purchase  Price and Terms
Letter (subject to adjustment as provided  therein),  multiplied by the Stated  Principal  Balance,  as of the related Cut-off Date, of
the Mortgage Loan listed on the related Mortgage Loan Schedule,  after application of scheduled  payments of principal due on or before
the related Cut-off Date whether or not collected.

         In addition to the Purchase Price as described  above,  the Purchaser shall pay to the Company,  at closing,  accrued interest
on the Stated  Principal  Balance of each Mortgage Loan as of the related  Cut-off Date at the Mortgage  Loan  Remittance  Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

         The Purchase Price plus accrued  interest as set forth in the preceding  paragraph  shall be paid on the related  Closing Date
by wire transfer of immediately available funds.

          Purchaser shall be entitled to (1) all scheduled  principal due after the related  Cut-off Date, (2) all other  recoveries of
principal  collected on or after the related  Cut-off Date  (provided,  however,  that all  scheduled  payments of principal  due on or
before the related  Cut-off Date and collected by the Company or any successor  servicer after the related Cut-off Date shall belong to
the Company),  and (3) all payments of interest on the Mortgage  Loans net of applicable  Servicing Fees and Retained Yield (minus that
portion of any such payment  which is  allocable to the period prior to the related  Cut-off  Date).  The Stated  Principal  Balance of
each  Mortgage  Loan as of the related  Cut-off Date is  determined  after  application  of payments of principal  due on or before the
related Cut-off Date whether or not collected,  together with any  unscheduled  principal  prepayments  collected prior to such Cut-off
Date;  provided,  however,  that payments of scheduled  principal and interest  prepaid for a Due Date beyond the related  Cut-off Date
shall not be applied to the principal  balance as of such Cut-off Date.  Such prepaid  amounts shall be the property of the  Purchaser.
The Company shall deposit any such prepaid  amounts into the Custodial  Account,  which account is  established  for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.

         Section 2.03      Servicing of Mortgage Loans.

         Simultaneously  with the execution and delivery of this Agreement and each Purchase  Price and Terms Letter,  the Company does
hereby agree to service the Mortgage  Loans listed on each  Mortgage Loan Schedule in  accordance  with  Accepted  Servicing  Practices
subject to the terms of this  Agreement.  The rights of the Purchaser to receive  payments with respect to the related  Mortgage  Loans
shall be as set forth in this Agreement.

         Section 2.04      Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

         As of the related  Closing Date,  the Company sold,  transferred,  assigned,  set over and conveyed to the Purchaser  Mortgage
Loans,  without recourse,  and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement,  all
the right,  title and interest of the Company in and to such  Mortgage  Loans.  Company will  deliver the related  Mortgage  Files to a
custodian  designated by Purchaser,  on or before the related  Closing Date, at the expense of the Company.  The Company shall maintain
a Servicing  File  consisting  of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File
not  delivered  to the  Purchaser.  The  Servicing  File shall  contain all  documents  necessary to service the  Mortgage  Loans.  The
possession  of each  Servicing  File by the Company is at the will of the  Purchaser,  for the sole  purpose of  servicing  the related
Mortgage Loan, and such retention and  possession by the Company is in a custodial  capacity only.  From the related  Closing Date, the
ownership of each Mortgage Loan,  including the Mortgage Note, the Mortgage,  the contents of the related Mortgage File and all rights,
benefits,  proceeds and  obligations  arising  therefrom  or in  connection  therewith,  has been vested in the  Purchaser.  All rights
arising out of the Mortgage Loans  including,  but not limited to, all funds  received on or in connection  with the Mortgage Loans and
all records or documents  with respect to the Mortgage  Loans  prepared by or which come into the  possession  of the Company  shall be
received  and held by the Company in trust for the benefit of the  Purchaser  as the owner of the  Mortgage  Loans.  Any portion of the
Mortgage  Files  retained by the Company shall be  appropriately  identified in the Company's  computer  system to clearly  reflect the
ownership of the Mortgage  Loans by the  Purchaser.  The Company shall  release its custody of the contents of the Mortgage  Files only
in  accordance  with written  instructions  of the  Purchaser,  except when such  release is required as  incidental  to the  Company's
servicing of the Mortgage Loans or is in connection  with a repurchase of any Mortgage Loan or Loans with respect  thereto  pursuant to
this Agreement, such written instructions shall not be required.

         The Company shall retain the Retained  Yield as of the related  Closing Date and shall not have the right to asssign its right
to the Retained Yield without the prior written consent of the Purchaser.

         Section 2.05       Books and Records.

         The sale of each Mortgage Loan has been reflected on the Company's  balance sheet and other financial  statements as a sale of
assets by the Company.  The Company shall be responsible for maintaining,  and shall maintain,  a complete set of books and records for
the Mortgage Loans that shall be  appropriately  identified in the Company's  computer  system to clearly  reflect the ownership of the
Mortgage  Loan by the  Purchaser.  In  particular,  the Company  shall  maintain in its  possession,  available  for  inspection by the
Purchaser,  or its designee and shall deliver to the Purchaser upon demand,  evidence of compliance  with all federal,  state and local
laws, rules and regulations,  and requirements of Fannie Mae or FHLMC, as applicable,  including but not limited to documentation as to
the method used in determining the  applicability  of the provisions of the Flood Disaster  Protection Act of 1973, as amended,  to the
Mortgaged  Property,  documentation  evidencing  insurance coverage of any condominium  project as required by Fannie Mae or FHLMC, and
periodic  inspection  reports as required by Section  4.13.  To the extent that  original  documents  are not  required for purposes of
realization  of  Liquidation  Proceeds or Insurance  Proceeds,  documents  maintained by the Company may be in the form of microfilm or
microfiche.

         The Company shall  maintain with respect to each  Mortgage  Loan and shall make  available for  inspection by any Purchaser or
its  designee  the related  Servicing  File during the time the  Purchaser  retains  ownership  of a Mortgage  Loan and  thereafter  in
accordance with applicable laws and regulations.

         In  addition to the  foregoing,  Company  shall  provide to any  supervisory  agents or  examiners  that  regulate  Purchaser,
including but not limited to, the OTS, the FDIC and other similar  entities,  access,  during normal  business  hours,  upon reasonable
advance notice to Company and without charge to Company or such supervisory  agents or examiners,  to any  documentation  regarding the
Mortgage Loans that may be required by any applicable regulator.

         Section 2.06.     Transfer of Mortgage Loans.

         The Company shall keep at its servicing  office books and records in which,  subject to such reasonable  regulations as it may
prescribe,  the Company shall note transfers of Mortgage  Loans.  No transfer of a Mortgage Loan may be made unless such transfer is in
compliance  with the terms  hereof.  For the purposes of this  Agreement,  the Company  shall be under no  obligation  to deal with any
Person with respect to this  Agreement or any Mortgage Loan unless a notice of the transfer of such  Mortgage  Loan has been  delivered
to the Company in  accordance  with this  Section  2.06 and the books and  records of the Company  show such Person as the owner of the
Mortgage  Loan.  The  Purchaser  may,  subject to the terms of this  Agreement,  sell and transfer  one or more of the Mortgage  Loans,
provided,  however,  that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this  Agreement  and an original  counterpart  of the  instrument  of transfer in an
Assignment and Assumption of this Agreement  substantially  in the form of Exhibit D hereto executed by the transferee  shall have been
delivered to the Company.  The  Purchaser  also shall advise the Company of the transfer.  Upon receipt of notice of the transfer,  the
Company shall mark its books and records to reflect the ownership of the Mortgage  Loans of such assignee,  and the previous  Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

         Section 2.07      Delivery of Mortgage Loan Documents.

         The Company  shall deliver and release to the  Purchaser or its designee the Mortgage  Loan  Documents in accordance  with the
terms of this  Agreement.  The documents  enumerated as items (1), (2), (4), (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall
be delivered by the Company to the  Purchaser  or its  designee no later than two (2) Business  Days prior to the related  Closing Date
pursuant  to a bailee  letter  agreement.  All other  documents  in Exhibit A hereto,  together  with all other  documents  executed in
connection  with the  Mortgage  Loan that  Company  may have in its  possession,  shall be  retained  by the  Company  in trust for the
Purchaser.  If the Company cannot deliver the original  recorded  Mortgage Loan  Documents or the original  policy of title  insurance,
including riders and  endorsements  thereto,  on the related Closing Date, the Company shall,  promptly upon receipt thereof and in any
case not later than 180 days from the related Closing Date, deliver such original  documents,  including  original recorded  documents,
to the  Purchaser  or its  designee  (unless the Company is delayed in making such  delivery by reason of the fact that such  documents
shall not have been returned by the appropriate  recording  office).  If delivery is not completed within 180 days solely due to delays
in making such delivery by reason of the fact that such documents  shall not have been returned by the  appropriate  recording  office,
Company  shall  deliver such document to  Purchaser,  or its  designee,  within such time period as specified in a Company's  Officer's
Certificate.  In the event that  documents  have not been received by the date  specified in the  Company's  Officer's  Certificate,  a
subsequent  Company's  Officer's  Certificate shall be delivered by such date specified in the prior Company's  Officer's  Certificate,
stating a revised date for receipt of  documentation.  The  procedure  shall be repeated  until the  documents  have been  received and
delivered.  If delivery is not  completed  within 180 days solely due to delays in making such delivery by reason of the fact that such
documents  shall not have been returned by the  appropriate  recording  office,  the Company shall  continue to use its best efforts to
effect  delivery as soon as possible  thereafter,  provided that if such  documents are not delivered by the 365th day from the date of
execution,  the Company shall either (a) provide an Officer's  Certificate  certifying that such delivery has not been completed solely
due to a delay by the related  recording  office or (b)  repurchase the related  Mortgage  Loans at the Repurchase  Price in accordance
with Section 3.03 hereof.

         The Company shall pay all initial  recording  fees, for the  assignments of mortgage and any other fees in connection with the
transfer of all original  documents to the Purchaser or its designee.  Company shall prepare,  in recordable  form,  but in blank,  all
assignments  of mortgage (or Form UCC-3's for Co-op Loans)  necessary to assign the Mortgage Loans to Purchaser,  or its designee.  The
Purchaser or its designee shall be responsible  for completing the blank space in such  assignments.  Company shall be responsible  for
recording the assignments of mortgage (or Form UCC-3's for Co-op Loans).

         Company  shall provide an original or duplicate  original of the title  insurance  policy to Purchaser or its designee  within
ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.

         Any  review  by the  Purchaser,  or its  designee,  of the  Mortgage  Files  shall in no way  alter or  reduce  the  Company's
obligations hereunder.

         If the Purchaser or its designee  discovers any defect with respect to a Mortgage  File, the Purchaser  shall,  or shall cause
its  designee  to,  give  written  specification  of such  defect  to the  Company  which may be given in the  exception  report or the
certification  delivered  pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.

         The Company shall forward to the  Purchaser,  or its designee,  original  documents  evidencing an  assumption,  modification,
consolidation  or  extension  of any  Mortgage  Loan  entered  into in  accordance  with  Section 4.01 or 6.01 within one week of their
execution;  provided,  however, that the Company shall provide the Purchaser,  or its designee,  with a certified true copy of any such
document  submitted for  recordation  within one week of its  execution,  and shall provide the original of any document  submitted for
recordation  or a copy of such document  certified by the  appropriate  public  recording  office to be a true and complete copy of the
original promptly upon receipt from the recording office.

         From time to time the Company may have a need for Mortgage  Loan  Documents to be released  from  Purchaser,  or its designee.
Purchaser  shall,  or shall cause its designee to, upon the written request of the Company,  within ten (10) Business Days,  deliver to
the  Company,  any  requested  documentation  previously  delivered  to Purchaser  as part of the  Mortgage  File,  provided  that such
documentation is promptly returned to Purchaser,  or its designee,  when the Company no longer requires possession of the document, and
provided  that during the time that any such  documentation  is held by the  Company,  such  possession  is in trust for the benefit of
Purchaser.  Company shall indemnify  Purchaser,  and its designee,  from and against any and all losses,  claims,  damages,  penalties,
fines,  forfeitures,  costs and expenses (including court costs and reasonable  attorney's fees) resulting from or related to the loss,
damage, or misplacement of any documentation delivered to Company pursuant to this paragraph.

         Section 2.08      Reserved.


                                                              ARTICLE III

                                                 REPRESENTATIONS AND WARRANTIES OF

                                           THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

         Section 3.01      Representations and Warranties of the Company.

         The Company  represents,  warrants and  covenants to the  Purchaser  that,  as of the related  Closing Date or as of such date
specifically provided herein:

         (a)      The Company is a federally  chartered  savings bank validly  existing under the laws of the United States and has all
licenses  necessary to carry out its business as now being conducted,  and is licensed and qualified to transact  business in and is in
good  standing  under the laws of each state in which any Mortgaged  Property is located or is otherwise  exempt under  applicable  law
from such licensing or qualification  or is otherwise not required under  applicable law to effect such licensing or qualification  and
no demand for such licensing or  qualification  has been made upon such Company by any such state,  and in any event such Company is in
compliance  with the laws of any such  state to the  extent  necessary  to ensure  the  enforceability  of each  Mortgage  Loan and the
servicing of the Mortgage Loans in accordance with the terms of this Agreement;

         (b)      The Company has the full power and  authority  and legal right to hold,  transfer and convey each  Mortgage  Loan, to
sell each Mortgage Loan and to execute,  deliver and perform,  and to enter into and consummate all  transactions  contemplated by this
Agreement and to conduct its business as presently  conducted,  has duly  authorized  the execution,  delivery and  performance of this
Agreement and any agreements  contemplated  hereby,  has duly executed and delivered this  Agreement,  and any agreements  contemplated
hereby,  and this Agreement and each  Assignment of Mortgage to the Purchaser and any  agreements  contemplated  hereby,  constitutes a
legal, valid and binding obligation of the Company,  enforceable  against it in accordance with its terms, and all requisite  corporate
action has been taken by the Company to make this Agreement and all agreements  contemplated  hereby valid and binding upon the Company
in accordance with their terms;

         (c)      Neither the execution and delivery of this  Agreement,  nor the  origination or purchase of the Mortgage Loans by the
Company,  the  sale of the  Mortgage  Loans  to the  Purchaser,  the  consummation  of the  transactions  contemplated  hereby,  or the
fulfillment  of or compliance  with the terms and  conditions  of this  Agreement  will  conflict with any of the terms,  conditions or
provisions  of the  Company's  charter or  by-laws  or  materially  conflict  with or result in a material  breach of any of the terms,
conditions  or provisions  of any legal  restriction  or any agreement or instrument to which the Company is now a party or by which it
is bound, or constitute a default or result in an acceleration  under any of the foregoing,  or result in the material violation of any
law, rule,  regulation,  order,  judgment or decree to which the Company or its  properties  are subject,  or impair the ability of the
Purchaser to realize on the Mortgage Loans.

         (d)      There is no litigation,  suit, proceeding or investigation pending or threatened, or any order or decree outstanding,
with respect to the Company which,  either in any one instance or in the  aggregate,  is reasonably  likely to have a material  adverse
effect on the sale of the Mortgage  Loans,  the execution,  delivery,  performance or  enforceability  of this  Agreement,  or which is
reasonably likely to have a material adverse effect on the financial condition of the Company.

         (e)      No  consent,  approval,  authorization  or order of any  court or  governmental  agency or body is  required  for the
execution,  delivery and  performance by the Company of or compliance by the Company with this  Agreement,  or the sale of the Mortgage
Loans and delivery of the Mortgage Files to the Purchaser or the  consummation  of the  transactions  contemplated  by this  Agreement,
except for consents, approvals, authorizations and orders which have been obtained;

         (f)      The  consummation  of the  transactions  contemplated  by this Agreement is in the ordinary course of business of the
Company,  and the  transfer,  assignment  and  conveyance  of the  Mortgage  Notes and the  Mortgages  by the Company  pursuant to this
Agreement are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

         (g)      The Company  will treat the sale of the  Mortgage  Loans to the  Purchaser  as a sale for  reporting  and  accounting
purposes and, to the extent appropriate, for federal income tax purposes;

         (h)      Company is an  approved  seller/servicer  of  residential  mortgage  loans for Fannie Mae,  FHLMC and HUD,  with such
facilities,  procedures  and  personnel  necessary  for the sound  servicing of such  mortgage  loans.  The Company is duly  qualified,
licensed,  registered and otherwise  authorized under all applicable  federal,  state and local laws, and  regulations,  if applicable,
meets the minimum  capital  requirements  set forth by the OTS, and is in good standing to sell mortgage loans to and service  mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company  unable to comply with  eligibility  requirements  or
which would require notification to either Fannie Mae or FHLMC;

         (i)      The Company does not believe, nor does it have any cause or reason to believe,  that it cannot perform each and every
covenant  contained in this  Agreement.  The Company is solvent and the sale of the Mortgage Loans will not cause the Company to become
insolvent.  The sale of the  Mortgage  Loans is not  undertaken  with the  intent to  hinder,  delay or  defraud  any of the  Company's
creditors;

         (j)      The Company  acknowledges  and agrees that the Servicing Fee represents  reasonable  compensation for performing such
services and that the entire  Servicing Fee shall be treated by the Company,  for accounting and tax purposes,  as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement.  In the opinion of Company,  the consideration  received
by Company upon the sale of the Mortgage  Loans to Purchaser  under this  Agreement  constitutes  fair  consideration  for the Mortgage
Loans under current market conditions;

         (k)      Company has delivered to the Purchaser  financial  statements of its parent or predecessor in interest,  for its last
two complete fiscal years. All such financial  information  fairly presents the pertinent results of operations and financial  position
for the period identified and has been prepared in accordance with GAAP consistently  applied  throughout the periods involved,  except
as set forth in the notes thereto.  There has been no change in the business,  operations,  financial  condition,  properties or assets
of the Company  since the date of the  Company's  financial  information  that would have a material  adverse  effect on its ability to
perform its obligations under this Agreement; and

         (l)      The Company  has not dealt with any  broker,  investment  banker,  agent or other  person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans.

         Section 3.02      Representations and Warranties as to Individual Mortgage Loans.

         The Company  hereby  represents and warrants to the  Purchaser,  as to each Mortgage  Loan, as of the related  Closing Date as
follows:

         (a)      As of the related  Closing Date, or such date as specified in the Mortgage Loan Schedule,  the  information set forth
in the Mortgage Loan Schedule is complete, true and correct in all material respects;

         (b)      Except for Co-op Loans,  the Mortgage  creates a valid,  subsisting  and  enforceable  first lien or a first priority
ownership  interest in an estate in fee simple or a leasehold  estate in real  property  securing the related  Mortgage Note subject to
principles of equity,  bankruptcy,  insolvency and other laws of general application affecting the rights of creditors. With respect to
a Mortgage Loan that is a Co-op Loan, the Mortgage creates a first lien or a first priority  ownership  interest in the stock ownership
and leasehold rights associated with the cooperative unit securing the related Mortgage Note.

         (c)      All payments due prior to the related  Cut-off Date for such Mortgage  Loan have been made as of the related  Closing
Date, the Mortgage Loan has not been dishonored;  there are no material  defaults under the terms of the Mortgage Loan; The Company has
not advanced its own funds, or induced,  solicited or knowingly  received any advance of funds from a party other than the owner of the
Mortgaged  Property  subject to the Mortgage,  directly or indirectly,  for the payment of any amount required by the Mortgage Loan. No
payment  under any Mortgage Loan is delinquent  as of the related  Closing Date nor has any  scheduled  payment been  delinquent at any
time prior to the related  Closing Date. For purposes of this paragraph,  a Mortgage Loan will be deemed  delinquent if any payment due
thereunder was not paid by the Mortgagor in the month such payment was due.

         (d)      There  are no  defaults  by  Company  in  complying  with the  terms of the  Mortgage,  and all  taxes,  governmental
assessments,  insurance  premiums,  water, sewer and municipal charges,  leasehold payments or ground rents which previously became due
and owing have been paid,  or escrow funds have been  established  in an amount  sufficient  to pay for every such  escrowed item which
remains unpaid and which has been assessed but is not yet due and payable;

         (e)      The terms of the Mortgage Note and the Mortgage have not been impaired,  waived,  altered or modified in any respect,
except by written  instruments  which have been  recorded  to the extent any such  recordation  is required by law,  or,  necessary  to
protect the interest of the Purchaser.  No instrument of waiver,  alteration or  modification  has been executed,  and no Mortgagor has
been released,  in whole or in part,  from the terms thereof  except in connection  with an assumption  agreement and which  assumption
agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage  Loan  Schedule;  the substance of any such
waiver,  alteration  or  modification  has been  approved  by the issuer of any related  Primary  Mortgage  Insurance  Policy and title
insurance policy, to the extent required by the related policies;

         (f)      The Mortgage  Note and the Mortgage are not subject to any right of  rescission,  set-off,  counterclaim  or defense,
including,  without limitation,  the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right  thereunder,  render the Mortgage Note or Mortgage  unenforceable,  in whole or in part, or subject to any
right of rescission,  set-off,  counterclaim  or defense,  including the defense of usury,  and no such right of  rescission,  set-off,
counterclaim or defense has been asserted with respect  thereto;  and, as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;

         (g)      All  buildings  or other  customarily  insured  improvements  upon the  Mortgaged  Property are insured by an insurer
acceptable  under the IndyMac  Guidelines or the Fannie Mae or FHLMC  Guides,  against loss by fire,  hazards of extended  coverage and
such other  hazards  as are  provided  for in the  IndyMac  Guidelines  or the Fannie  Mae or FHLMC  Guide,  as well as all  additional
requirements  set forth in Section 4.10 of this  Agreement.  All such standard hazard policies are in full force and effect and contain
a standard  mortgagee  clause  naming the Company and its  successors in interest and assigns as loss payee and such clause is still in
effect and all  premiums  due thereon  have been paid.  If required  by the Flood  Disaster  Protection  Act of 1973,  as amended,  the
Mortgage Loan is covered by a flood  insurance  policy  meeting the  requirements  of the current  guidelines of the Federal  Insurance
Administration which policy conforms to Fannie Mae or FHLMC requirements,  as well as all additional  requirements set forth in Section
4.10 of this  Agreement.  Such  policy was issued by an insurer  acceptable  under the  IndyMac  Guidelines  or the Fannie Mae or FHLMC
guidelines.  The Mortgage  obligates the Mortgagor  thereunder to maintain all such insurance at the Mortgagor's cost and expense,  and
on the  Mortgagor's  failure to do so,  authorizes  the holder of the Mortgage to maintain such insurance at the  Mortgagor's  cost and
expense and to seek  reimbursement  therefor from the  Mortgagor.  Neither the Company (nor any prior  originator or servicer of any of
the Mortgage  Loans) nor any Mortgagor  has engaged in any act or omission  which has impaired or would impair the coverage of any such
policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either;

         (h)      Any and all requirements of any federal, state or local law including, without limitation,  usury,  truth-in-lending,
real estate settlement procedures,  consumer credit protection,  equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been complied with in all material  respects;  the Company  maintains,  and shall  maintain,  evidence of such  compliance as
required by applicable  law or regulation and shall make such evidence  available for inspection at the Company's  office during normal
business hours upon reasonable advance notice;

         (i)      The Mortgage has not been satisfied,  canceled or subordinated,  in whole or in part, or rescinded, and the Mortgaged
Property has not been  released  from the lien of the  Mortgage,  in whole or in part nor has any  instrument  been executed that would
effect any such release,  cancellation,  subordination  or rescission.  The Company has not waived the  performance by the Mortgagor of
any action,  if the  Mortgagor's  failure to perform such action would cause the  Mortgage  Loan to be in default,  nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;

         (j)      For Mortgage Loans that are not Co-op Loans,  the Mortgage is a valid,  subsisting,  enforceable  and perfected first
lien on the Mortgaged  Property,  including all buildings on the Mortgaged  Property and all installations and mechanical,  electrical,
plumbing,  heating and air conditioning systems affixed to such buildings, and all additions,  alterations and replacements made at any
time with  respect to the  foregoing  securing  the  Mortgage  Note's  original  principal  balance  subject to  principles  of equity,
bankruptcy,  insolvency  and other laws of general  application  affecting the rights of creditors.  The Mortgage and the Mortgage Note
do not contain any evidence of any security  interest or other  interest or right  thereto.  Such lien is free and clear of all adverse
claims,  liens and  encumbrances  having  priority over the first lien of the Mortgage  subject only to (1) the lien of  non-delinquent
current real property taxes and  assessments  not yet due and payable,  (2)  covenants,  conditions  and  restrictions,  rights of way,
easements and other  matters of the public record as of the date of recording  which are  acceptable to mortgage  lending  institutions
generally  and either (A) which are  referred to in the lender's  title  insurance  policy  delivered  to the  originator  or otherwise
considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely  affect the  residential use or
Appraised Value of the Mortgaged  Property as set forth in such appraisal,  and (3) other matters to which like properties are commonly
subject which do not individually or in the aggregate  materially  interfere with the benefits of the security  intended to be provided
by the Mortgage or the use,  enjoyment,  value or marketability of the related  Mortgaged  Property.  Any security  agreement,  chattel
mortgage or  equivalent  document  related to and  delivered in  connection  with the Mortgage  Loan  establishes  and creates a valid,
subsisting,  enforceable and perfected  first lien and first priority  security  interest on the property  described  therein,  and the
Company has the full right to sell and assign the same to the Purchaser;

         (k)      The  Mortgage  Note and the related  Mortgage  are  original  and  genuine  and each is the legal,  valid and binding
obligation  of the maker  thereof,  enforceable  in all  respects  in  accordance  with its terms  subject  to  principles  of  equity,
bankruptcy,  insolvency and other laws of general application  affecting the rights of creditors,  and the Company has taken all action
necessary  to transfer  such rights of  enforceability  to the  Purchaser.  All parties to the  Mortgage  Note and the Mortgage had the
legal  capacity to enter into the  Mortgage  Loan and to execute and deliver the Mortgage  Note and the  Mortgage.  The  Mortgage  Loan
Documents  are on forms  acceptable to Fannie Mae and FHLMC.  The Mortgage  Note and the Mortgage have been duly and properly  executed
by such parties. No fraud,  error,  omission,  misrepresentation,  negligence or similar occurrence with respect to a Mortgage Loan has
taken place on the part of Company or on the part of any other party  involved in the  servicing of the Mortgage  Loan.  To the best of
Company's knowledge,  no fraud, error,  omission,  misrepresentation,  negligence or similar occurrence with respect to a Mortgage Loan
has taken place on the part of the  Mortgagor  or on the part of any other party  involved in the  origination  of the  Mortgage  Loan.
Either the Mortgagor or a guarantor is a natural  person.  The proceeds of the Mortgage Loan have been fully  disbursed and there is no
requirement for future advances thereunder,  and any and all requirements as to completion of any on-site or off-site  improvements and
as to  disbursements of any escrow funds therefor have been complied with. All costs,  fees and expenses  incurred in making or closing
the Mortgage Loan and the  recording of the Mortgage were paid,  and the Mortgagor is not entitled to any refund of any amounts paid or
due under the Mortgage Note or Mortgage;

         (l)      The Company is the sole owner and holder of the Mortgage Loan and the  indebtedness  evidenced by the Mortgage  Note.
Upon the sale of the  Mortgage  Loan to the  Purchaser,  the Company  will retain the  Mortgage  File or any part  thereof with respect
thereto not  delivered to the Purchaser or the  Purchaser's  designee in trust only for the purpose of servicing  and  supervising  the
servicing of the Mortgage Loan.  Immediately  prior to the transfer and assignment to the Purchaser,  the Mortgage Loan,  including the
Mortgage Note and the Mortgage, were not subject to an assignment,  sale or pledge to any Person other than Purchaser,  and the Company
had good and  marketable  title to and was the sole owner  thereof and had full right to  transfer  and sell the  Mortgage  Loan to the
Purchaser free and clear of any  encumbrance,  equity,  lien,  pledge,  charge,  claim or security  interest and has the full right and
authority  subject to no interest or  participation  of, or  agreement  with,  any other party,  to sell and assign the  Mortgage  Loan
pursuant to this  Agreement and following the sale of the Mortgage  Loan,  the Purchaser  will own such Mortgage Loan free and clear of
any encumbrance,  equity,  participation interest,  lien, pledge, charge, claim or security interest. The Company intends to relinquish
all rights to possess,  control and monitor the Mortgage  Loan,  except for the purposes of servicing the Mortgage Loan as set forth in
this  Agreement.  After the related  Closing Date,  the Company will not have any right to modify or alter the terms of the sale of the
Mortgage  Loan and the Company will not have any  obligation or right to repurchase  the Mortgage Loan or substitute  another  Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

         (m)      Each Mortgage Loan that is not a Co-op Loan is covered by an ALTA lender's title insurance  policy or other generally
acceptable form of policy or insurance  acceptable to Fannie Mae or FHLMC (including  adjustable rate endorsements),  issued by a title
insurer  acceptable to Fannie Mae or FHLMC and qualified to do business in the  jurisdiction  where the Mortgaged  Property is located,
insuring (subject to the exceptions  contained in (j)(1), (2) and (3) above) the Company,  its successors and assigns,  as to the first
priority lien of the Mortgage in the original  principal  amount of the Mortgage Loan and against any loss by reason of the  invalidity
or  unenforceability  of the lien resulting from the provisions of the Mortgage  providing for adjustment in the Mortgage Interest Rate
and Monthly  Payment.  Where  required by state law or regulation,  the Mortgagor has been given the  opportunity to choose the carrier
of the required  mortgage  title  insurance.  The Company,  its  successors  and assigns,  is the sole insured of such  lender's  title
insurance  policy,  such title insurance  policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser
of the Company's  interest  therein does not require the consent of or  notification  to the insurer and such lender's title  insurance
policy is in full force and effect and will be in full force and effect  upon the  consummation  of the  transactions  contemplated  by
this  Agreement.  No claims have been made under such lender's title insurance  policy,  and no prior holder or servicer of the related
Mortgage,  including the Company,  nor any  Mortgagor,  has done, by act or omission,  anything which would impair the coverage of such
lender's title insurance policy;

         (n)      There is no default,  breach,  violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which,  with the passage of time or with notice and the  expiration of any grace or cure period,  would  constitute a
default, breach,  violation or event permitting acceleration;  and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;

         (o)      There are no mechanics'  or similar liens or claims which have been filed for work,  labor or material (and no rights
are  outstanding  that under law could give rise to such liens)  affecting  the related  Mortgaged  Property  which are or may be liens
prior to or equal to the lien of the related Mortgage;

         (p)      All  improvements  subject to the Mortgage which were  considered in determining the appraised value of the Mortgaged
Property lie wholly within the  boundaries  and building  restriction  lines of the  Mortgaged  Property (and wholly within the project
with respect to a condominium  unit) and no  improvements  on adjoining  properties  encroach upon the Mortgaged  Property except those
which are insured  against by the title insurance  policy  referred to in clause (m) above and all  improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;

         (q)      Each Mortgage Loan was originated by or for the Company  pursuant to, and conforms  with, the Company's  underwriting
guidelines  attached as Exhibit G hereto.  The Mortgage  Loan bears  interest at an  adjustable  rate as set forth in the Mortgage Loan
Schedule,  and Monthly Payments under the Mortgage Note are due and payable on the first day of each month.  The Mortgage  contains the
usual and  enforceable  provisions  of the  Company  at the time of  origination  for the  acceleration  of the  payment  of the unpaid
principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;

         (r)      The Mortgaged  Property is not subject to any material  damage.  At  origination  of the Mortgage Loan there was not,
since  origination  of the Mortgage  Loan there has not been,  and there  currently is no  proceeding  pending for the total or partial
condemnation  of the  Mortgaged  Property.  The Company has not  received  notification  that any such  proceedings  are  scheduled  to
commence at a future date;

         (s)      The related Mortgage contains  customary and enforceable  provisions such as to render the rights and remedies of the
holder  thereof  adequate  for the  realization  against the  Mortgaged  Property of the  benefits of the  security  provided  thereby,
including,  (1) in the  case  of a  Mortgage  designated  as a deed  of  trust,  by  trustee's  sale,  and (2)  otherwise  by  judicial
foreclosure.  There is no homestead or other  exemption  available to the Mortgagor  which would  interfere  with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

         (t)      If the Mortgage  constitutes a deed of trust, a trustee,  authorized and duly qualified if required under  applicable
law to act as such,  has been  properly  designated  and  currently  so serves and is named in the  Mortgage,  and no fees or expenses,
except as may be required by local law, are or will become  payable by the Purchaser to the trustee under the deed of trust,  except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;

         (u)      The Mortgage File contains an appraisal of the related  Mortgaged  Property signed prior to the final approval of the
mortgage  loan  application  by a Qualified  Appraiser,  approved by the  Company,  who had no  interest,  direct or  indirect,  in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the  requirements  of Fannie Mae or FHLMC and Title XI of the FIRREA
and the  regulations  promulgated  thereunder,  all as in effect on the date the Mortgage  Loan was  originated.  The appraisal is in a
form acceptable to Fannie Mae or FHLMC.;

         (v)      All parties which have had any interest in the Mortgage,  whether as mortgagee,  assignee,  pledgee or otherwise, are
(or,  during  the  period in which  they held and  disposed  of such  interest,  were) (A) in  compliance  with any and all  applicable
licensing  requirements  of the laws of the state wherein the Mortgaged  Property is located,  and (B) (1) organized  under the laws of
such state,  or (2)  qualified  to do business in such state,  or (3)  federal  savings and loan  associations  or national  banks or a
Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

         (w)      The related  Mortgage  Note is not and has not been secured by any  collateral  except the lien of the  corresponding
Mortgage and the security  interest of any applicable  security  agreement or chattel  mortgage  referred to above and such  collateral
does not serve as security for any other obligation;

         (x)      The Mortgagor has received and has executed,  where applicable,  all disclosure  materials required by applicable law
with respect to the making of such mortgage loans;

         (y)      The Mortgage  Loan does not contain  "balloon" or  "graduated  payment"  features;  No Mortgage  Loan is subject to a
buydown agreement or contains any buydown provision;

         (z)      The  Mortgagor is not in  bankruptcy  and, the  Mortgagor  is not  insolvent  and the Company has no knowledge of any
circumstances  or conditions with respect to the Mortgage,  the Mortgaged  Property,  the Mortgagor or the Mortgagor's  credit standing
that could  reasonably be expected to cause  investors to regard the Mortgage Loan as an  unacceptable  investment,  cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

         (aa)     The Mortgage  Loans accrue  interest at a fixed rate for the first three (3) or five (5) years and thereafter are one
year  adjustable  rate mortgage  loans.  Each Mortgage Loan bears  interest  based upon a thirty (30) day month and a three hundred and
sixty (360) day year.  The  Mortgage  Loans have an  original  term to maturity  of not more than 30 years,  with  interest  payable in
arrears on the first day of each month.  As to each Mortgage  Loan, on each  applicable  Adjustment  Date,  the Mortgage  Interest Rate
will be adjusted to equal the sum of the Index,  plus the  applicable  Margin;  provided,  that the  Mortgage  Interest  Rate,  on each
applicable  Adjustment  Date,  will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as  applicable.  Over the term
of each  Mortgage  Loan,  the Mortgage  Interest  Rate will not exceed such  Mortgage  Loan's  Lifetime  Rate Cap.  Each  Mortgage Note
requires a monthly  payment which is sufficient (a) during the period prior to the first  adjustment to the Mortgage  Interest Rate, to
fully  amortize the original  principal  balance over the original  term thereof and to pay interest at the related  Mortgage  Interest
Rate, and (b) during the period  following each Adjustment  Date, to fully amortize the outstanding  principal  balance as of the first
day of such period over the then  remaining term of such Mortgage Note and to pay interest at the related  Mortgage  Interest Rate. The
Mortgage Note provides that when the Mortgage  Interest Rate changes on an Adjustment  Date,  the then  outstanding  principal  balance
will be reamortized  over the remaining  life of the Mortgage  Loan. No Mortgage Loan contains  terms or provisions  which would result
in negative  amortization or which would permit the related  Mortgagor to convert the related  Mortgage  Interest Rate to a fixed rate.
None of the Mortgage Loans are considered agricultural loans;

(bb)     Intentionally Omitted;
(cc)     Intentionally Omitted;
(dd)     Intentionally Omitted;
(ee)     Intentionally Omitted;
(ff)     Intentionally Omitted;
(gg)     Intentionally Omitted;

         (hh)     In the event the Mortgage Loan has an LTV greater than 80.00%,  the excess of the  principal  balance of the Mortgage
Loan over 75.0% of the Appraised  Value of the  Mortgaged  Property  with respect to a Refinanced  Mortgage  Loan, or the lesser of the
Appraised  Value or the purchase price of the Mortgaged  Property with respect to a purchase money Mortgage Loan is and will be insured
as to payment defaults by a Primary  Mortgage  Insurance  Policy issued by a Qualified  Insurer.  No Mortgage Loan has an LTV over 95%.
All  provisions of such Primary  Mortgage  Insurance  Policy have been and are being  complied  with,  such policy is in full force and
effect,  and all premiums due thereunder  have been paid. No Mortgage Loan requires  payment of such premiums,  in whole or in part, by
the  Purchaser.  No action,  inaction,  or event has occurred  and no state of facts  exists that has, or will result in the  exclusion
from,  denial of, or defense to coverage.  Any Mortgage Loan subject to a Primary  Mortgage  Insurance  Policy  obligates the Mortgagor
thereunder  to maintain  the Primary  Mortgage  Insurance  Policy and to pay all  premiums  and charges in  connection  therewith.  The
mortgage interest rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any such insurance premium;

         (ii)     The Assignment is in recordable form and is acceptable for recording under the laws of the  jurisdiction in which the
Mortgaged Property is located;

         (jj)     As to Mortgage  Loans that are not Co-op Loans and that are not  secured by an  interest in a leasehold  estate,  the
Mortgaged  Property is located in the state  identified  in the Mortgage Loan Schedule and consists of a single parcel of real property
with a detached  single  family  residence  erected  thereon,  or a  townhouse,  or a two-to  four-family  dwelling,  or an  individual
condominium  unit in a  condominium  project,  or an  individual  unit in a planned  unit  development  or a de  minimis  planned  unit
development,  provided,  however,  that no residence  or dwelling is a single  parcel of real  property  with a  manufactured  home not
affixed to a  permanent  foundation,  or a mobile  home.  Any  condominium  unit or  planned  unit  development  either  conforms  with
applicable  Fannie Mae or FHLMC  requirements  regarding such dwellings or is covered by a waiver confirming that such condominium unit
or planned unit development is acceptable to Fannie Mae or FHLMC or is otherwise  "warrantable"  with respect  thereto.  As of the date
of origination,  no portion of any Mortgaged  Property is used for commercial  purposes,  and since the Origination Date, no portion of
any Mortgaged Property is used for commercial purposes;

         (kk)     Principal  payments on the Mortgage  Loan  commenced  no more than sixty (60) days after the funds were  disbursed in
connection  with the Mortgage  Loan. The Mortgage Note is payable on the first day of each month in monthly  installments  of principal
and interest,  which  installments are subject to change due to the adjustments to the Mortgage  Interest Rate on each Adjustment Date,
with interest  calculated and payable in arrears,  sufficient to amortize the Mortgage Loan fully by the stated  maturity date, over an
original term of not more than thirty years from commencement of amortization;

         (ll)     The Mortgaged  Property is lawfully  occupied under  applicable law, and all  inspections,  licenses and certificates
required to be made or issued with  respect to all  occupied  portions  of the  Mortgaged  Property  and,  with  respect to the use and
occupancy of the same,  including but not limited to certificates of occupancy and fire  underwriting  certificates,  have been made or
obtained from the appropriate authorities;

         (mm)     To the best of Company's  knowledge,  there is no pending  action or  proceeding  directly  involving  the  Mortgaged
Property in which compliance with any  environmental  law, rule or regulation is an issue.  There is no violation of any  environmental
law, rule or regulation  with respect to the  Mortgaged  Property;  and neither the Company nor the Company have received any notice of
any environmental  hazard on the Mortgaged  Property and nothing further remains to be done to satisfy in full all requirements of each
such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;

         (nn)     The  Mortgagor has not notified the Company,  and the Company has no knowledge of any relief  requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

         (oo)     No Mortgage Loan was made in connection with facilitating the trade-in or exchange of a Mortgaged Property;

         (pp)     No  action  has been  taken or failed to be taken by  Company,  on or prior to the  related  Closing  Date  which has
resulted  or will  result in an  exclusion  from,  denial  of, or defense to  coverage  under any  Primary  Mortgage  Insurance  Policy
(including,  without  limitation,  any  exclusions,  denials or defenses  which would  limit or reduce the  availability  of the timely
payment of the full amount of the loss  otherwise  due  thereunder  to the insured)  whether  arising out of actions,  representations,
errors, omissions, negligence, or fraud of the Company, or for any other reason under such coverage;

         (qq)     Each Mortgage Loan has been serviced in all material respects in compliance with Accepted Servicing Practices;

         (rr)     With respect to each Co-op Loan, the related Mortgage is a valid,  enforceable and subsisting first security interest
on the related  cooperative  shares  securing the related  cooperative  note,  subject only to (a) liens of the  cooperative for unpaid
assessments  representing the Mortgagor's pro rata share of the  cooperative's  payments for its blanket  mortgage,  current and future
real property taxes,  insurance  premiums,  maintenance fees and other assessments to which like collateral is commonly subject and (b)
other  matters to which like  collateral  is commonly  subject  which do not  materially  interfere  with the  benefits of the security
intended to be  provided  by the  Security  Agreement.  There are no liens  against or  security  interest  in the  cooperative  shares
relating to each Co-op Loan  (except for unpaid  maintenance,  assessments  and other  amounts  owed to the related  cooperative  which
individually or in the aggregate will not have a material  adverse effect on such Co-op Loans),  which have priority over the Company's
security interest in such cooperative shares;

         (ss)     With respect to each Co-op Loan, a search for filings of financing  statements  has been made by a company  competent
to make the same,  which  company is  acceptable to Fannie Mae or FHLMC,  and  qualified to do business in the  jurisdiction  where the
cooperative unit is located, and such search has not found anything which would materially and adversely affect the Co-op Loan;

         (tt)     With  respect to each Co-op Loan,  the related  cooperative  corporation  that owns title to the related  cooperative
apartment  building is a "cooperative  housing  corporation"  within the meaning of Section 216 of the Internal Revenue Code, and is in
material  compliance with applicable  federal,  state and local laws which, if not complied with,  could have a material adverse effect
on the Mortgaged Property;

         (uu)     With respect to each Co-op Loan,  (a) the terms of the related  proprietary  lease or  occupancy  agreement is longer
than the terms of the Cooperative Loan, (b) there is no provision in such proprietary  lease or occupancy  agreement which requires the
Mortgagor to offer for sale the cooperative  shares owned by such Mortgagor first to the  Cooperative,  and (c) there is no prohibition
against pledging the shares of the cooperative corporation or assigning the Co-op Lease;

         (vv)     The Mortgage Loan was originated,  within the meaning of section 3(a)(41) of the Securities  Exchange Act of 1934, by
a mortgagee  approved by the Secretary of Housing and Urban  Development  pursuant to sections 203 and 211 of the National Housing Act,
a savings and loan  association,  a savings bank, a commercial bank, credit union,  insurance  company or similar  institution which is
supervised and examined by a federal or state authority;

         (ww)     None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

         (xx)     All of the terms of the Mortgage pertaining to interest rate adjustments,  payment adjustments and adjustments of the
outstanding  principal  balance are  enforceable,  all such  adjustments  have been  properly  made,  including the mailing of required
notices,  and such  adjustments do not and will not affect the priority of the Mortgage lien.  With respect to each Mortgage Loan which
has passed its initial  Adjustment  Date,  the Company has  performed an audit of the Mortgage  Loan to determine  whether all interest
rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage;

         (yy)     Each Mortgage Note, each Mortgage,  each Assignment and any other documents required pursuant to this Agreement to be
delivered to the Purchaser or its designee,  or its assignee for each Mortgage Loan,  have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee;

         (zz)     To the best of Company's knowledge, no statement,  tape, diskette,  form, report or other document prepared by, or on
behalf of, Company  pursuant to this Agreement or in connection with the  transactions  contemplated  hereby,  contains or will contain
any statement that is or will be inaccurate or misleading in any material respect;

         (aaa)    The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than
     other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;


         (bbb)    The  origination  and servicing  practices  used by the Company and any prior  originator or servicer with respect to
each  Mortgage  Note and Mortgage  have been legal and in  accordance  with  applicable  laws and  regulations  and the  Mortgage  Loan
Documents,  and in all material  respects  proper and prudent in the mortgage  origination and servicing  business.  Each Mortgage Loan
has been serviced in all material  respects with Accepted  Servicing  Practices.  With respect to escrow deposits and payments that the
Company,  on behalf of an investor,  is entitled to collect,  all such payments are in the  possession of, or under the control of, the
Company, and there exist no deficiencies in connection  therewith for which customary  arrangements for repayment thereof have not been
made.  All escrow  payments  have been  collected  in full  compliance  with state and  federal law and the  provisions  of the related
Mortgage  Note and  Mortgage.  As to any  Mortgage  Loan  that is the  subject  of an  escrow,  escrow  of funds is not  prohibited  by
applicable  law and has been  established  in an amount  sufficient  to pay for every  escrowed  item that remains  unpaid and has been
assessed  but is not yet due and  payable.  No escrow  deposits or other  charges or  payments  due under the  Mortgage  Note have been
capitalized under any Mortgage or the related Mortgage Note; and

         (ccc)    With respect  each  Mortgage  Loan  secured in whole or in part by the interest of the  Mortgagor as a lessee under a
ground lease of a Mortgaged Property (a "Ground Lease"):

                  (i)      Such Ground Lease is valid, in good standing, and in full force and effect;

                  (ii)     The lessee is not in default under any provision of the lease;

                 (iii)     The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least ten years;


                  (iv)     The mortgagee  under the Mortgage  Loan is given at least 30 days' notice of any default and an  opportunity
         to cure any defaults under the Ground Lease or to take over the Mortgagor's rights under the Ground Lease;

                  (v)      The Ground Lease does not contain any default  provisions  that could give rise to forfeiture or termination
         of the Ground Lease except for the non-payment of the Ground Lease rents; and

                  (vi)     The Ground Lease provides that the leasehold can be  transferred,  mortgaged and sublet an unlimited  number
         of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor.

         Section 3.03      Repurchase; Substitution.

         It is understood  and agreed that the  representations  and  warranties  set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage  Loans and delivery of the Mortgage  Loan  Documents to the  Purchaser,  or its  designee,  and shall inure to the
benefit of the  Purchaser,  notwithstanding  any  restrictive  or qualified  endorsement  on any  Mortgage  Note or  Assignment  or the
examination,  or lack of  examination,  of any Mortgage File.  Upon discovery by either the Company or the Purchaser of a breach of any
of the  foregoing  representations  and  warranties  which  materially  and  adversely  affects the value of the Mortgage  Loans or the
interest of the Purchaser in any Mortgage Loan, the party  discovering  such breach shall give prompt written notice to the other.  The
Company  shall have a period of sixty (60) days from the earlier of its  discovery  or its receipt of notice of any such breach  within
which to correct or cure such  breach.  The Company  hereby  covenants  and agrees that if any such  breach is not  corrected  or cured
within such sixty day period,  the Company  shall,  at the  Purchaser's  option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach,  repurchase  such Mortgage Loan at the Repurchase  Price or, with the  Purchaser's  prior consent
and at  Purchaser's  sole option,  substitute a Mortgage  Loan as provided  below.  In the event that any such breach shall involve any
representation  or warranty  set forth in Section  3.01,  and such breach is not cured  within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach,  all Mortgage Loans shall, at the option of the Purchaser,  be repurchased by the
Company at the Repurchase Price.

         In addition to the  foregoing,  in the event that the first  Monthly  Payment  due on or after the related  Cut-off  Date with
respect to any Mortgage  Loan is not made on or within  thirty (30) days of the related Due Date,  the Company  shall  repurchase  such
Mortgage Loan at the  Repurchase  Price within thirty (30) days of the related  Closing Date.  The Company  further agrees that, at the
option of the Purchaser,  the Company shall  repurchase,  at the related  Repurchase Price, any Mortgage Loan as to which the second or
third  Monthly  Payment is not made within 30 days of the related Due Date  therefor.  Such  repurchase  option  shall be  exercised in
writing by the  Purchaser and shall expire on the later of (i) ninety (90) days  following  the related  Closing Date or (ii) the third
Business Day following  receipt of the  delinquency  information on such Mortgage Loan by the Purchaser.  The Company shall  repurchase
any such Mortgage Loan within three (3) Business Days of the Purchaser's written election to require such repurchase.

         Any  repurchase  pursuant to this  Section 3.03 shall be  accomplished  by wire  transfer of  immediately  available  funds to
Purchaser in the amount of the Repurchase Price.

         If the  Company is required to  repurchase  any  Mortgage  Loan  pursuant to this  Section  3.03,  the Company  may,  with the
Purchaser's  prior  consent  and at  Purchaser's  sole  option,  within  ninety (90) days from the related  Closing  Date,  remove such
defective  Mortgage Loan from the terms of this Agreement and  substitute  another  mortgage loan for such defective  Mortgage Loan, in
lieu of  repurchasing  such  defective  Mortgage  Loan.  Any  substitute  Mortgage  Loan is subject  to  Purchaser  acceptability.  Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date

         The  Company  shall  amend the  Mortgage  Loan  Schedule to reflect the  withdrawal  of the  removed  Mortgage  Loan from this
Agreement and the  substitution  of such  substitute  Mortgage  Loan  therefor.  Upon such  amendment,  the Purchaser  shall review the
Mortgage File delivered to it relating to the substitute  Mortgage Loan. In the event of such a substitution,  accrued  interest on the
substitute  Mortgage Loan for the month in which the substitution  occurs and any Principal  Prepayments made thereon during such month
shall be the property of the Purchaser  and accrued  interest for such month on the Mortgage  Loan for which the  substitution  is made
and any  Principal  Prepayments  made  thereon  during  such month  shall be the  property of the  Company.  The  Monthly  Payment on a
substitute  Mortgage  Loan due on the Due Date in the month of  substitution  shall be the  property  of the  Company  and the  Monthly
Payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

         It is  understood  and agreed that the  obligation  of the  Company  set forth in this  Section  3.03 to cure,  repurchase  or
substitute  for a defective  Mortgage Loan, and to indemnify  Purchaser  pursuant to Section 8.01,  constitute the sole remedies of the
Purchaser  respecting a breach of the foregoing  representations  and warranties.  If the Company fails to repurchase or substitute for
a defective  Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective  Mortgage Loan to Purchaser's  reasonable
satisfaction in accordance with this Section 3.03, or to indemnify  Purchaser  pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser  shall be entitled to pursue all remedies  available in this Agreement as a result  thereof.  No provision
of this paragraph  shall affect the rights of the Purchaser to terminate  this Agreement for cause,  as set forth in Sections 10.01 and
11.01.

         Any cause of action against the Company  relating to or arising out of the breach of any  representations  and warranties made
in Sections  3.01 and 3.02 shall  accrue as to any  Mortgage  Loan upon (i) the earlier of  discovery  of such breach by the Company or
notice  thereof by the Purchaser to the Company,  (ii) failure by the Company to cure such breach or  repurchase  such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

         In the event that any Mortgage  Loan is held by a REMIC,  notwithstanding  any  contrary  provision  of this  Agreement,  with
respect to any  Mortgage  Loan that is not in default or as to which no default is imminent,  no  substitution  pursuant to  Subsection
3.03 shall be made after the  applicable  REMIC's  "start up day" (as defined in Section  860G(a) (9) of the Code),  unless the Company
has obtained an Opinion of Counsel to the effect that such  substitution  will not (i) result in the imposition of taxes on "prohibited
transactions"  of such REMIC (as defined in Section  860F of the Code) or  otherwise  subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.


                                                              ARTICLE IV

                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS


         Section 4.01      Company to Act as Servicer.

         The Company,  as independent  contract  servicer,  shall service and  administer  the Mortgage  Loans in accordance  with this
Agreement and with Accepted Servicing Practices,  and shall have full power and authority,  acting alone, to do or cause to be done any
and all things in connection  with such servicing and  administration  which the Company may deem necessary or desirable and consistent
with the terms of this Agreement and with Accepted Servicing  Practices and exercise the same care that it customarily  employs for its
own account.  Except as set forth in this  Agreement,  the Company  shall  service the  Mortgage  Loans in strict  compliance  with the
servicing  provisions of the IndyMac  Guidelines,  which  include,  but are not limited to,  provisions  regarding the  liquidation  of
Mortgage  Loans,  the  collection of Mortgage Loan payments,  the payment of taxes,  insurance and other  charges,  the  maintenance of
hazard  insurance with a Qualified  Insurer,  the maintenance of mortgage  impairment  insurance,  the maintenance of fidelity bond and
errors and omissions  insurance,  inspections,  the restoration of Mortgaged  Property,  the maintenance of Primary Mortgage  Insurance
Policies,  insurance  claims,  the title,  management  and  disposition  of REO  Property,  permitted  withdrawals  with respect to REO
Property,  liquidation  reports,  and reports of  foreclosures  and  abandonments  of  Mortgaged  Property,  the  transfer of Mortgaged
Property,  the release of Mortgage Files, annual statements,  and examination of records and facilities.  In the event of any conflict,
inconsistency  or  discrepancy  between any of the servicing  provisions of this  Agreement and any of the servicing  provisions of the
IndyMac  Guidelines,  the provisions of this Agreement  shall control and be binding upon the Purchaser and the Company.  The Purchaser
may, at its option deliver  powers-of-attorney  to the Company sufficient to allow the Company as servicer to execute all documentation
requiring  execution on behalf of Purchaser  with respect to the  servicing of the Mortgage  Loans,  including  satisfactions,  partial
releases,  modifications and foreclosure  documentation,  or in the alternative,  shall as promptly as reasonably possible, execute and
return such documentation to the Company.

         Consistent  with the terms of this Agreement,  the Company may waive,  modify or vary any term of any Mortgage Loan or consent
to the  postponement  of any such term or in any manner grant  indulgence to any Mortgagor if in the Company's  reasonable  and prudent
determination  such waiver,  modification,  postponement or indulgence is not materially adverse to the Purchaser,  provided,  however,
that unless the Company has obtained the prior written  consent of the Purchaser,  the Company shall not permit any  modification  with
respect to any Mortgage  Loan that would change the Mortgage  Interest  Rate,  forgive the payment of principal or interest,  reduce or
increase the  outstanding  principal  balance  (except for actual  payments of  principal)  or change the final  maturity  date on such
Mortgage  Loan.  In the event of any such  modification  which has been  agreed to in writing by the  Purchaser  and which  permits the
deferral of interest or principal  payments on any Mortgage  Loan,  the Company shall,  on the Business Day  immediately  preceding the
Remittance Date in any month in which any such principal or interest payment has been deferred,  deposit in the Custodial  Account from
its own funds,  in accordance  with Section 4.04, the  difference  between (a) such month's  principal and one month's  interest at the
Mortgage Loan  Remittance  Rate on the unpaid  principal  balance of such Mortgage Loan and (b) the amount paid by the  Mortgagor.  The
Company shall be entitled to  reimbursement  for such advances to the same extent as for all other  advances  pursuant to Section 4.05.
Without  limiting the generality of the foregoing,  the Company shall  continue,  and is hereby  authorized and empowered,  to prepare,
execute and  deliver,  all  instruments  of  satisfaction  or  cancellation,  or of partial or full  release,  discharge  and all other
comparable  instruments,  with respect to the Mortgage  Loans and with respect to the Mortgaged  Properties.  Notwithstanding  anything
herein to the contrary,  the Company may not enter into a  forbearance  agreement or similar  arrangement  with respect to any Mortgage
Loan which runs more than 12 months after the first  delinquent  Due Date.  Any such  agreement  shall be approved by Purchaser and, if
required,  by the Primary Mortgage Insurance Policy insurer;  provided that, the Purchaser's consent shall be deemed to be given if the
Purchaser  does not object to any proposed  forbearance  agreement or similar  arrangement  within seven days  following its receipt of
notice of such proposed forbearance agreement or similar arrangement.

         In servicing  and  administering  the Mortgage  Loans,  the Company  shall employ  Accepted  Servicing  Practices,  giving due
consideration to the Purchaser's reliance on the Company.  Unless a different time period is stated in this Agreement,  Purchaser shall
be deemed to have given  consent in  connection  with a particular  matter if Purchaser  does not  affirmatively  grant or deny consent
within five (5) Business Days from the date  Purchaser  receives a second  written  request for consent for such matter from Company as
servicer.

         The Mortgage Loans may be subserviced by the  Subservicer on behalf of the Company  provided that the Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact  business,  and licensed to service
mortgage  loans,  in the state or states where the related  Mortgaged  Properties it is to service are  situated,  if and to the extent
required by applicable law to enable the Subservicer to perform its obligations  hereunder and under the  Subservicing  Agreement,  and
in either case shall be a FHLMC or Fannie Mae approved  mortgage  servicer in good standing,  and no event has occurred,  including but
not limited to a change in  insurance  coverage,  which would make it unable to comply with the  eligibility  requirements  for lenders
imposed by Fannie Mae or for  seller/servicers  imposed by Fannie Mae or FHLMC,  or which would require  notification  to Fannie Mae or
FHLMC.  In addition,  each  Subservicer  will obtain and preserve its  qualifications  to do business as a foreign  corporation and its
licenses to service  mortgage loans, in each  jurisdiction  in which such  qualifications  and/or licenses are or shall be necessary to
protect the validity and  enforceability  of this  Agreement,  or any of the Mortgage Loans and to perform or cause to be performed its
duties  under the related  Subservicing  Agreement.  The Company may perform any of its  servicing  responsibilities  hereunder  or may
cause the  Subservicer  to perform any such servicing  responsibilities  on its behalf,  but the use by the Company of the  Subservicer
shall not release the Company from any of its  obligations  hereunder and the Company shall remain  responsible  hereunder for all acts
and  omissions of the  Subservicer  as fully as if such acts and  omissions  were those of the Company.  The Company shall pay all fees
and expenses of the  Subservicer  from its own funds,  and the  Subservicer's  fee shall not exceed the  Servicing  Fee.  Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.

         At the cost and expense of the Company,  without any right of reimbursement from the Custodial  Account,  the Company shall be
entitled  to  terminate  the rights and  responsibilities  of the  Subservicer  and arrange for any  servicing  responsibilities  to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph,  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Company,  at the  Company's  option,  from  electing to service the related  Mortgage
Loans itself.  In the event that the Company's  responsibilities  and duties under this  Agreement are  terminated  pursuant to Section
4.13,  8.04,  9.01 or 10.01 and if requested to do so by the  Purchaser,  the Company  shall at its own cost and expense  terminate the
rights and  responsibilities  of the  Subservicer  effective as of the date of  termination  of the Company.  The Company shall pay all
fees, expenses or penalties  necessary in order to terminate the rights and  responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.

         Notwithstanding  any of the provisions of this Agreement  relating to agreements or  arrangements  between the Company and the
Subservicer or any reference  herein to actions taken through the  Subservicer  or otherwise,  the Company shall not be relieved of its
obligations  to the  Purchaser  and shall be obligated to the same extent and under the same terms and  conditions  as if it alone were
servicing and  administering  the Mortgage  Loans.  The Company shall be entitled to enter into an agreement with the  Subservicer  for
indemnification  of the Company by the  Subservicer  and nothing  contained in this  Agreement  shall be deemed to limit or modify such
indemnification.  The Company will indemnify and hold  Purchaser  harmless from any loss,  liability or expense  arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

         Any  Subservicing  Agreement and any other  transactions or services  relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the  Subservicer and Company alone,  and the Purchaser  shall have no obligations,  duties or liabilities
with respect to the Subservicer  including no obligation,  duty or liability of Purchaser to pay the  Subservicer's  fees and expenses.
For purposes of distributions  and advances by the Company  pursuant to this Agreement,  the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.

         Section 4.02      Collection of Mortgage Loan Payments.

         Continuously  from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement,  the Company will
proceed  diligently to collect all payments due under each  Mortgage Loan when the same shall become due and payable and shall,  to the
extent such procedures  shall be consistent  with this Agreement,  Accepted  Servicing  Practices,  and the terms and provisions of any
related Primary Mortgage  Insurance Policy,  follow such collection  procedures as it follows with respect to mortgage loans comparable
to the Mortgage Loans and held for its own account.  Further,  the Company will take due care in  ascertaining  and  estimating  annual
escrow  payments,  and all other  charges  that, as provided in the  Mortgage,  will become due and payable,  so that the  installments
payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

         Section 4.03      Realization Upon Defaulted Mortgage

         The Company shall use its best efforts,  consistent  with the procedures that the Company would use in servicing loans for its
own  account,  consistent  with  Accepted  Servicing  Practices,  any Primary  Mortgage  Insurance  Policies  and the best  interest of
Purchaser,  to foreclose upon or otherwise  comparably convert the ownership of properties  securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory  arrangements can be made for collection of delinquent  payments  pursuant
to Section 4.01.  The Company shall use its best efforts to realize upon  defaulted  Mortgage Loans in such manner as will maximize the
receipt of principal and interest by the Purchaser,  taking into account,  among other things,  the timing of foreclosure  proceedings.
The foregoing is subject to the  provisions  that, in any case in which a Mortgaged  Property shall have suffered  damage,  the Company
shall not be required to expend its own funds toward the  restoration of such property  unless it shall determine in its discretion (i)
that such restoration  will increase the proceeds of liquidation of the related  Mortgage Loan to the Purchaser after  reimbursement to
itself for such  expenses,  and (ii) that such expenses will be recoverable by the Company  through  Insurance  Proceeds or Liquidation
Proceeds from the related  Mortgaged  Property,  as contemplated  in Section 4.05.  Company shall obtain prior approval of Purchaser as
to  restoration  expenses in excess of five thousand  dollars  ($5,000).  The Company shall be  responsible  for all costs and expenses
incurred by it in any such proceedings or functions;  provided,  however,  that it shall be entitled to reimbursement  thereof from the
related  property,  as contemplated in Section 4.05.  Notwithstanding  anything to the contrary  contained herein, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure,  in the event the Company has reasonable  cause to believe that a Mortgaged
Property is  contaminated  by  hazardous  or toxic  substances  or wastes,  or if the  Purchaser  otherwise  requests an  environmental
inspection  or review of such  Mortgaged  Property,  such an  inspection  or review is to be conducted by a qualified  inspector at the
Purchaser's  expense.  Upon  completion of the  inspection,  the Company shall promptly  provide the Purchaser with a written report of
the  environmental  inspection.  After reviewing the  environmental  inspection  report,  the Purchaser shall determine how the Company
shall proceed with respect to the Mortgaged Property.

         In the event that a Mortgage  Loan becomes part of a REMIC,  and becomes REO Property,  such property  shall be disposed of by
Company,  with the consent of Purchaser as required  pursuant to this  Agreement,  within three years after  becoming an REO  Property,
unless  Company  provides  to the trustee  under such REMIC an opinion of counsel to the effect  that the holding of such REO  Property
subsequent to three years after its becoming REO Property,  will not result in the imposition of taxes on "prohibited  transactions" as
defined  in  Section  860F of the Code,  or cause the  transaction  to fail to  qualify  as a REMIC at any time that  certificates  are
outstanding.  Company  shall manage,  conserve,  protect and operate each such REO Property for the  certificateholders  solely for the
purpose  of its  prompt  disposition  and sale in a manner  which does not cause  such  property  to fail to  qualify  as  "foreclosure
property" within the meaning of Section  860F(a)(2)(E)  of the Code, or any "net income from foreclosure  property" which is subject to
taxation  under the REMIC  provisions of the Code.  Pursuant to its efforts to sell such  property,  the Company shall either itself or
through an agent  selected by Company,  protect and conserve  such property in the same manner and to such an extent as is customary in
the locality  where such  property is located.  Additionally,  Company  shall  perform the tax  withholding  and  reporting  related to
Sections 1445 and 6050J of the Code.

         Notwithstanding  anything to the contrary  contained  herein,  the Purchaser may, at the Purchaser's sole option,  upon thirty
days prior  written  notice,  terminate  the Company as servicer of any Mortgage  Loan that becomes  delinquent in payment of three (3)
Monthly  Payments (or more) without payment of any termination  fee with respect  thereto,  provided that the Company shall on the date
said  termination  takes effect be  reimbursed  for any  unreimbursed  Monthly  Advances and any  unreimbursed  Servicing  Advances and
Servicing Fees in each case relating to the Mortgage Loan  underlying  such delinquent  Mortgage Loan  notwithstanding  anything to the
contrary set forth in Section 4.05. In the event of any such  termination,  the  provisions of Section 11.01 hereof shall apply to said
termination  and the transfer of servicing  responsibilities  with respect to such  delinquent  Mortgage  Loan to the  Purchaser or its
designee.

         Section 4.04      Establishment of Custodial Accounts; Deposits in Custodial Accounts.

         The Company shall segregate and hold all funds  collected and received  pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial  Accounts.  The Custodial  Account shall
be an Eligible Account.  Funds deposited in the Custodial Account,  which shall be deposited within one Business Day of receipt,  shall
at all times be insured by the FDIC up to the FDIC insurance limits,  or must be invested in Permitted  Investments held in the name of
the Purchaser.  Funds  deposited in the Custodial  Account may be drawn on by the Company in accordance with Section 4.05. The creation
of any Custodial  Account shall be evidenced by a letter  agreement in the form shown in Exhibit B hereto.  The original of such letter
agreement shall be furnished to the Purchaser on the related Closing Date, and upon the request of any subsequent Purchaser.

         The  Company  shall  deposit in the  Custodial  Account on a daily  basis,  and retain  therein  the  following  payments  and
collections  received or made by it  subsequent to the related  Cut-off  Date, or received by it prior to the related  Cut-off Date but
allocable to a period  subsequent  thereto,  other than in respect of principal and interest on the Mortgage Loans due on or before the
related Cut-off Date:

         (i)      all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

         (ii)     all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

         (iii)    all Liquidation Proceeds;

         (iv)     any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13;

         (v)      all Insurance  Proceeds  including  amounts required to be deposited  pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the  restoration  or repair of the Mortgaged  Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

         (vi)     all  Condemnation  Proceeds  affecting any Mortgaged  Property  which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;

         (vii)    any Monthly Advances;

         (viii)   with respect to each full or partial Principal Prepayment,  any Prepayment Interest Shortfalls,  to the extent of the
Company's aggregate Servicing Fee received with respect to the related Due Period;

         (ix)     any amounts  required to be  deposited  by the Company  pursuant to Section 4.10 in  connection  with the  deductible
clause in any blanket  hazard  insurance  policy,  such  deposit  shall be made from the  Company's  own funds,  without  reimbursement
therefor; and

         (x)      any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

         The foregoing  requirements  for deposit in the Custodial  Account shall be exclusive,  it being  understood  and agreed that,
without limiting the generality of the foregoing,  payments in the nature of late payment charges,  prepayment penalites and assumption
fees, to the extent  permitted by Section 6.01,  need not be deposited by the Company in the  Custodial  Account.  Any interest paid on
funds  deposited in the Custodial  Account by the depository  institution and any income from the investment of such funds shall accrue
to the benefit of the Company and the Company  shall be entitled to retain and withdraw  such  interest  and income from the  Custodial
Account  pursuant to Section 4.05 (iv). The Purchaser  shall not be responsible  for any losses  suffered with respect to investment of
funds in the Custodial Account.

         Section 4.05      Permitted Withdrawals From the Custodial Account.

         The Company may, from time to time, withdraw from the Custodial Account for the following purposes:

         (i)      to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

         (ii)     to reimburse  itself for Monthly  Advances,  the Company's right to reimburse  itself pursuant to this subclause (ii)
being limited to amounts received on the related  Mortgage Loan which represent late  collections  (net of the related  Servicing Fees)
of principal  and/or interest  respecting  which any such advance was made and amounts as to which the Company has determined that such
Monthly Advance will not be recoverable as provided above, it being understood that, in the case of such  reimbursement,  the Company's
right  thereto  shall be prior to the rights of the  Purchaser,  except  that,  where the Company is required to  repurchase a Mortgage
Loan,  pursuant to Section 3.03, the Company's right to such  reimbursement  shall be subsequent to the payment to the Purchaser of the
Repurchase  Price  pursuant to such Section and all other amounts  required to be paid to the  Purchaser  with respect to such Mortgage
Loan;

         (iii)    to reimburse  itself for  unreimbursed  Servicing  Advances and any unpaid  Servicing  Fees,  the Company's  right to
reimburse  itself  pursuant to this  subclause  (iii) with respect to any Mortgage Loan being  limited to  recoveries  from the related
Mortgagor  with respect  thereto and related  proceeds from  Liquidation  Proceeds,  Condemnation  Proceeds and  Insurance  Proceeds in
accordance with the relevant  provisions of the IndyMac  Guidelines or as otherwise set forth in this Agreement;  any recovery shall be
made upon liquidation of the REO Property;

         (iv)     to pay to itself as part of its servicing  compensation  (a) any interest  earned on funds in the  Custodial  Account
(all such interest to be withdrawn  monthly not later than each  Remittance  Date),  and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;

         (v)      to pay to itself with respect to each  Mortgage Loan that has been  repurchased  pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,

         (vi)     to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

         (vii)    to remove funds inadvertently placed in the Custodial Account by the Company; and

         (viii)   to clear and terminate the Custodial Account upon the termination of this Agreement.

         Section 4.06      Establishment of Escrow Accounts;Deposits in Escrow Accounts.

         The Company shall segregate and hold all funds collected and received  pursuant to each Mortgage Loan which constitute  Escrow
Payments  separate  and apart  from any of its own funds and  general  assets  and shall  establish  and  maintain  one or more  Escrow
Accounts.  The Escrow  Account shall be an Eligible  Account.  Funds  deposited in each Escrow Account shall at all times be insured in
a manner to provide  maximum  insurance  under the insurance  limitations  of the FDIC,  or must be invested in Permitted  Investments.
Funds  deposited  in the Escrow  Account may be drawn on by the Company in  accordance  with Section  4.07.  The creation of any Escrow
Account  shall be  evidenced  by a letter  agreement  in the form shown in Exhibit C. The  original of such letter  agreement  shall be
furnished to the Purchaser on the related Closing Date, and upon request to any subsequent purchaser.

         The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
such items as required under the terms of this Agreement;

         (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

         (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

         The  Company  shall make  withdrawals  from the  Escrow  Account  only to effect  such  payments  as are  required  under this
Agreement,  and for such other  purposes as shall be as set forth or in accordance  with Section 4.07. The Company shall be entitled to
retain any interest and  investment  income paid on funds  deposited in the Escrow  Account by the  depository  institution  other than
interest on escrowed  funds  required by law to be paid to the  Mortgagor  and, to the extent  required by law,  the Company  shall pay
interest on escrowed  funds to the Mortgagor  notwithstanding  that the Escrow  Account is  non-interest  bearing or that interest paid
thereon is  insufficient  for such purposes.  The Purchaser shall not be responsible for any losses suffered with respect to investment
of funds in the Escrow Account.

         Section 4.07      Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by Company only:

         (i)      to effect timely  payments of ground rents,  taxes,  assessments,  water rates,  Primary  Mortgage  Insurance  Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

         (ii)     to reimburse  Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

         (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

         (iv)     for transfer to the Custodial Account in accordance with the terms of this Agreement;

         (v)      for application to restoration or repair of the Mortgaged Property;

         (vi)     to pay to the Company,  or to the Mortgagor to the extent  required by law, any interest paid on the funds  deposited
in the Escrow Account;

         (vii)    to clear and terminate the Escrow Account on the  termination  of this  Agreement.  As part of its servicing  duties,
the Company shall pay to the  Mortgagors  interest on funds in Escrow  Account,  to the extent  required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient,  shall pay such interest from its own funds,  without any reimbursement
therefor; and

         (viii)   to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.

         Section 4.08      Payment of Taxes,  Insurance  and Other  Charges;  Maintenance  of Primary  Mortgage  Insurance  Policies;
Collections Thereunder.

         With respect to each Mortgage  Loan,  the Company  shall  maintain  accurate  records  reflecting  the status of ground rents,
taxes,  assessments,  water  rates and other  charges  which are or may  become a lien upon the  Mortgaged  Property  and the status of
primary  mortgage  insurance  premiums and fire and hazard  insurance  coverage and shall obtain,  from time to time, all bills for the
payment of such charges,  including  renewal  premiums and shall effect payment thereof prior to the applicable  penalty or termination
date and at a time appropriate for securing maximum  discounts  allowable,  employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been  estimated and  accumulated  by the Company in amounts  sufficient  for such purposes,  as allowed
under the terms of the Mortgage or applicable  law. To the extent that the Mortgage does not provide for Escrow  Payments,  the Company
shall  determine  that any such  payments  are made by the  Mortgagor  at the time they first  become  due.  The Company  assumes  full
responsibility  for the  timely  payment of all such bills and shall  effect  timely  payments  of all such bills  irrespective  of the
Mortgagor's  faithful  performance  in the payment of same or the making of the Escrow  Payments and shall make  advances  from its own
funds to effect such payments.

         The Company will maintain in full force and effect Primary  Mortgage  Insurance  Policies  issued by a Qualified  Insurer with
respect to each Mortgage Loan for which such coverage is herein  required.  Such coverage will be terminated  only with the approval of
Purchaser,  or as  required by  applicable  law or  regulation.  The  Company  will not cancel or refuse to renew any Primary  Mortgage
Insurance  Policy in effect on the related Closing Date that is required to be kept in force under this Agreement  unless a replacement
Primary  Mortgage  Insurance  Policy for such canceled or nonrenewed  policy is obtained from and maintained with a Qualified  Insurer.
The Company shall not take any action which would result in non-coverage  under any applicable  Primary  Mortgage  Insurance  Policy of
any loss  which,  but for the  actions of the  Company  would have been  covered  thereunder.  In  connection  with any  assumption  or
substitution  agreement  entered into or to be entered into pursuant to Section 6.01,  the Company  shall  promptly  notify the insurer
under the related Primary  Mortgage  Insurance  Policy,  if any, of such assumption or substitution of liability in accordance with the
terms of such policy and shall take all actions  which may be required by such insurer as a condition to the  continuation  of coverage
under the Primary Mortgage  Insurance  Policy.  If such Primary Mortgage  Insurance Policy is terminated as a result of such assumption
or substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

         In  connection  with its  activities  as  servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the insurer under any Private Mortgage  Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance Policy respecting a defaulted  Mortgage Loan.  Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

         Section 4.09      Transfer of Accounts.

         The Company may transfer the Custodial  Account or the Escrow Account to a different  Eligible  Account from time to time. The
Company shall notify the Purchaser prior to any such transfer.

         Section 4.10      Maintenance of Hazard Insurance.

         The Company  shall cause to be  maintained  for each Mortgage  Loan fire and hazard  insurance  with  extended  coverage as is
acceptable  to Fannie Mae or FHLMC and  customary  in the area where the  Mortgaged  Property is located in an amount which is equal to
the  lesser of (i) the  maximum  insurable  value of the  improvements  securing  such  Mortgage  Loan or (ii) the  greater  of (a) the
outstanding  principal  balance of the Mortgage Loan,  and (b) an amount such that the proceeds  thereof shall be sufficient to prevent
the Mortgagor  and/or the mortgagee from becoming a co-insurer.  If required by the Flood Disaster  Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood  insurance  policy  meeting the  requirements  of the current  guidelines of the Federal
Insurance  Administration in effect with an insurance  carrier  acceptable to Fannie Mae or FHLMC, in an amount  representing  coverage
not less than the least of (i) the  outstanding  principal  balance of the  Mortgage  Loan,  (ii) the  maximum  insurable  value of the
improvements  securing  such  Mortgage  Loan or (iii) the maximum  amount of  insurance  which is  available  under the Flood  Disaster
Protection  Act of 1973, as amended.  If at any time during the term of the Mortgage Loan,  the Company  determines in accordance  with
applicable law and pursuant to the IndyMac  Guidelines  that a Mortgaged  Property is located in a special flood hazard area and is not
covered by flood  insurance or is covered in an amount less than the amount  required by the Flood Disaster  Protection Act of 1973, as
amended,  the Company shall notify the related  Mortgagor that the Mortgagor  must obtain such flood  insurance  coverage,  and if said
Mortgagor  fails to obtain the required flood  insurance  coverage within  forty-five  (45) days after such  notification,  the Company
shall  immediately  force place the required flood  insurance on the  Mortgagor's  behalf.  The Company shall also maintain on each REO
Property,  fire and hazard insurance with extended  coverage in an amount which is at least equal to the maximum insurable value of the
improvements  which are a part of such property,  and, to the extent required and available under the Flood Disaster  Protection Act of
1973, as amended,  flood insurance in an amount as provided above.  Any amounts  collected by the Company under any such policies other
than  amounts to be  deposited  in the Escrow  Account  and  applied to the  restoration  or repair of the  Mortgaged  Property  or REO
Property,  or released to the Mortgagor in accordance with Accepted Servicing  Practices,  shall be deposited in the Custodial Account,
subject to withdrawal  pursuant to Section 4.05. It is understood  and agreed that no other  additional  insurance  need be required by
the  Company of the  Mortgagor  or  maintained  on property  acquired  in respect of the  Mortgage  Loan,  other than  pursuant to this
Agreement,  the IndyMac  Guidelines or such  applicable  state or federal laws and  regulations as shall at any time be in force and as
shall require such  additional  insurance.  All such policies  shall be endorsed with standard  mortgagee  clauses with loss payable to
the Company and its  successors  and/or  assigns and shall provide for at least thirty days prior written  notice of any  cancellation,
reduction in the amount or material  change in coverage to the Company.  The Company shall not interfere with the  Mortgagor's  freedom
of choice in selecting either his insurance carrier or agent,  provided,  however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.

         Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Company  shall obtain and maintain a blanket  policy  issued by an insurer  acceptable  to Fannie Mae or
FHLMC  insuring  against hazard losses on all of the Mortgage  Loans,  then, to the extent such policy  provides  coverage in an amount
equal to the amount  required  pursuant to Section 4.10 and otherwise  complies with all other  requirements  of Section 4.10, it shall
conclusively  be deemed to have  satisfied  its  obligations  as set forth in Section 4.10,  it being  understood  and agreed that such
policy may contain a deductible  clause,  in which case the Company  shall,  in the event that there shall not have been  maintained on
the related  Mortgaged  Property or REO Property a policy  complying  with Section  4.10,  and there shall have been a loss which would
have been covered by such policy,  deposit in the Custodial  Account the amount not otherwise  payable under the blanket policy because
of such  deductible  clause.  In connection  with its activities as servicer of the Mortgage  Loans,  the Company agrees to prepare and
present,  on behalf of the Purchaser,  claims under any such blanket  policy in a timely  fashion in accordance  with the terms of such
policy.  Upon request of the Purchaser,  the Company shall cause to be delivered to the Purchaser a certificate  of insurance  covering
such policy.


         Section 4.12      Fidelity Bond, Errors and Omissions Insurance.

         The Company shall maintain,  at its own expense,  a blanket fidelity bond and an errors and omissions  insurance policy,  with
broad  coverage  with  responsible  companies on all  officers,  employees or other  persons  acting in any capacity with regard to the
Mortgage  Loan to handle  funds,  money,  documents  and papers  relating to the Mortgage  Loan,  which policy is in form and substance
acceptable  to Fannie Mae under the Fannie Mae Guide.  The  Fidelity  Bond shall be in the form of the Mortgage  Banker's  Blanket Bond
and shall comply with the  requirements  for Fidelity Bonds as set forth in the Fannie Mae Guide.  Such errors and omissions  insurance
shall also protect and insure the Company  against losses in connection  with the failure to maintain any insurance  policies  required
pursuant to this  Agreement.  No provision of this Section 4.12  requiring the Fidelity Bond or errors and  omissions  insurance  shall
diminish or relieve the Company from its duties and  obligations as set forth in this  Agreement.  The minimum  coverage under any such
bond and insurance policy shall be at least equal to the  corresponding  amounts required under the Fannie Mae Guides.  Upon request by
Purchaser,  Company shall  provide  Purchaser  with an insurance  certificate  certifying  coverage  under this Section 4.12,  and will
provide an update to such certificate upon request, or upon renewal or material modification of coverage.

         Section 4.13      Title, Management and Disposition of REO Property.

         In the event that title to the Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate  of sale shall be taken in the name of the Purchaser or its designee,  or in the event the Purchaser or its designee is not
authorized  or permitted  to hold title to real  property in the state where the REO Property is located,  the deed or  certificate  of
sale shall be taken in the name of such  Person or Persons as shall be  consistent  with an opinion of counsel  obtained by the Company
from an attorney  duly  licensed to practice  law in the state where the REO  Property is located.  Any Person or Persons  holding such
title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

         The Company shall notify the Purchaser  upon each  acquisition of REO Property and thereafter  assume the  responsibility  for
marketing  such REO property in accordance  with  Accepted  Servicing  Practices.  Thereafter,  the Company  shall  continue to provide
certain  administrative  services to the  Purchaser  relating to such REO Property as set forth in this Section  4.13.  With respect to
each REO Property,  the Company  shall report to the Purchaser as to the progress  being made in selling such REO Property on a monthly
basis in accordance with Section 5.02(vi) and 5.04.

         The Company  shall,  either  itself or through an agent  selected by the Company,  and in accordance  with Accepted  Servicing
Procedures  manage,  conserve,  protect and operate  each REO  Property in the same  manner that it manages,  conserves,  protects  and
operates other  foreclosed  property for its own account,  and in the same manner that similar property in the same locality as the REO
Property is managed.  The Company  shall cause each REO Property to be inspected  promptly  upon the  acquisition  of title thereto and
shall cause each REO Property to be inspected at least monthly  thereafter or more  frequently  as required by the  circumstances.  The
Company shall make or cause to be made a written  report of each such  inspection.  Such reports shall be retained in the Mortgage File
and copies thereof shall be forwarded by the Company to the Purchaser.

         The Company  shall use its best  efforts to dispose of the REO  Property as soon as possible  and shall sell such REO Property
in any event  within  three  years  after  title has been taken to such REO  Property,  unless  the  Company  determines,  and gives an
appropriate  notice to the  Purchaser  to such  effect,  that a longer  period is  necessary  for the orderly  liquidation  of such REO
Property.  If a longer  period  than  three (3) years is  permitted  under the  foregoing  sentence  and is  necessary  to sell any REO
Property,  the Company shall report monthly to the Purchaser as to the progress  being made in selling such REO Property.  All requests
for  reimbursement  of Servicing  Advances shall be in accordance with Accepted  Servicing  Practices.  The disposition of REO Property
shall be carried  out by the  Company  at such  price,  and upon such  terms and  conditions,  as the  Company  deems to be in the best
interests of the Purchaser  (subject to the above  conditions) only with the prior written consent of the Purchaser which consent shall
be deemed to be given if the Purchaser does not object to any proposed  disposition  within seven days following its receipt of written
notice thereof.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as servicer of any such REO Property  without payment of any termination  fee with respect  thereto,  provided that the Company
shall on the date said  termination  takes effect be reimbursed for any  unreimbursed  advances of the Company's funds made pursuant to
Section 5.03 and any  unreimbursed  Servicing  Advances and Servicing Fees in each case relating to the Mortgage Loan  underlying  such
REO  Property  notwithstanding  anything  to the  contrary  set  forth in  Section  4.05.  In the  event of any such  termination,  the
provisions  of Section  11.01 hereof shall apply to said  termination  and the transfer of servicing  responsibilities  with respect to
such REO Property to the Purchaser or its designee.

         Section 4.14      Notification of Maturity Date.

          With respect to each Mortgage  Loan,  the Company  shall  execute and deliver to the Mortgagor any and all necessary  notices
required  under  applicable law and the terms of the related  Mortgage Note and Mortgage  regarding the maturity date if required under
applicable law.


                                                               ARTICLE V

                                                       PAYMENTS TO THE PURCHASER

         Section 5.01      Distributions.

         On each  Remittance  Date, the Company shall  distribute by wire transfer of immediately  available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding  Determination  Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) the Monthly Advance,  plus (iii)  Compensating  Interest,
minus (iv) any amounts  attributable to Principal  Payments received during the current month and Monthly Payments collected but due on
a Due Date or Dates subsequent to the preceding  Determination  Date. Any prepayment  penalties or similar charge due with respect to a
Mortgage Loan shall be distributed to or retained by the Purchaser or the Company,  respectively,  as set forth on the related Purchase
Price and Terms Letter.

         With respect to any remittance  received by the Purchaser  after the  Remittance  Date, the Company shall pay to the Purchaser
interest on any such late  payment at an annual rate equal to the Prime Rate,  adjusted as of the date of each  change,  plus three (3)
percentage  points,  but in no event greater than the maximum amount  permitted by applicable law. Such interest shall cover the period
commencing  with the day  following  the  Business  Day such  payment was due and ending with the Business Day on which such payment is
made to the  Purchaser,  both  inclusive.  The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.

         Section 5.02      Statements to the Purchaser.

         On each  Remittance  Date,  the Company  shall  furnish to Purchaser an  individual  loan  accounting  report in the Company's
assigned loan number order to document  Mortgage Loan payment activity on an individual  Mortgage Loan basis. Such report shall contain
the following:

         (i)      with respect to each Monthly Payment,  the amount of such remittance  allocable to principal due on the preceding Due
Date;

         (ii)     with respect to each Monthly Payment due on the preceding Due Date, the amount of such remittance allocable to interest;

        (iii)     a description of each Principal Prepayment received in the preceding calendar month;

         (iv)     the amount of servicing compensation received by the Company during the prior distribution period;

         (v)      the aggregate Stated Principal Balance of the Mortgage Loans;

         (vi)     the aggregate of any expenses  reimbursed to the Company  during the prior  distribution  period  pursuant to Section
4.05; and

         (vii)    the number and aggregate  outstanding  principal  balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60
to 89 days,  (3) 90 days or more;  (b) as to which  foreclosure  has  commenced;  and (c) as to which REO Property has been acquired in
each case, as of the last day of the preceding calendar month.

         The Company shall also provide a trial  balance,  sorted in Purchaser's  assigned loan number order,  in the form of Exhibit E
hereto, with each such Report.

         The Company  shall  prepare and file any and all  information  statements  or other  filings  required to be  delivered to any
governmental  taxing  authority or to Purchaser  pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated  hereby.  In addition,  the Company shall provide  Purchaser  with such  information  concerning  the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.

         In addition,  not more than 60 days after the end of each  calendar  year,  the Company shall furnish to each Person who was a
Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements of applicable  federal income
tax law as to the aggregate of remittances for the applicable portion of such year.

         Section 5.03      Monthly Advances by the Company.

         On each Remittance Date, the Company shall,  prior to the distribution  required to be made pursuant to Section 5.01,  deposit
in the  Custodial  Account an amount equal to all Monthly  Payments  not  previously  advanced by the Company,  whether or not deferred
pursuant to Section  4.01,  (due after the related  Cut-off  Date) and not  allocable to the period prior to the related  Cut-off Date,
adjusted to the  Mortgage  Loan  Remittance  Rate,  which were due on a Mortgage  Loan and  delinquent  at the close of business on the
related Determination Date.

         In lieu of making all or a portion of any  Monthly  Advance,  the  Company  may cause to be made an  appropriate  entry in its
records relating to the Custodial  Account that funds in such account,  including but not limited to any amounts received in respect of
scheduled  principal and interest on any Mortgage  Loans due after the related Due Period for the related  Remittance  Date,  have been
used by the Company in discharge of its  obligation  to make any such Monthly  Advance.  Any funds so applied  shall be replaced by the
Company by deposit,  in the manner set forth above,  in the  Custodial  Account no later than the close of business on the Business Day
immediately  preceding  the next  Remittance  Date to the  extent  that funds in the  Custodial  Account on such date are less than the
amounts  required to be  distributed  on the related  Remittance  Date.  The  Servicer  shall be  entitled  to be  reimbursed  from the
Custodial Account for all Monthly Advances of its own funds made pursuant to this Section as provided in Section 4.05(ii).

         The  Company's  obligation  to make such  Monthly  Advances as to any  Mortgage  Loan will  continue  through the last Monthly
Payment  due prior to the  payment  in full of the  Mortgage  Loan,  or  through  the  Remittance  Date  prior to the date on which the
Mortgaged Property  liquidates  (including  Insurance Proceeds,  proceeds from the sale of REO Property or Condemnation  Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be  nonrecoverable.  In such event,  the Company shall deliver to
the Purchaser an Officer's  Certificate  of the Company to the effect that an officer of the Company has reviewed the related  Mortgage
File and has made the reasonable determination that any additional advances are nonrecoverable.

         Section 5.04      Liquidation Reports.

         Upon the foreclosure  sale of any Mortgaged  Property or the acquisition  thereof by the Purchaser  pursuant to a deed-in-lieu
of  foreclosure,  the Company  shall submit to the  Purchaser a liquidation  report with respect to such  Mortgaged  Property in a form
mutually  acceptable to Company and Purchaser.  The Company shall also provide  reports on the status of REO Property  containing  such
information as Purchaser may reasonably request from time to time.




                                                              ARTICLE VI

                                                     GENERAL SERVICING PROCEDURES

         Section 6.01      Assumption Agreements.

         The Company  will,  to the extent it has  knowledge  of any  conveyance  or  prospective  conveyance  by any  Mortgagor of the
Mortgaged  Property  (whether by absolute  conveyance or by contract of sale, and whether or not the Mortgagor  remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the Company  shall not  exercise  any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related  Primary  Mortgage  Insurance  Policy,  if any. If the Company  reasonably  believes it is unable
under  applicable  law to enforce such  "due-on-sale"  clause,  the Company,  with the  approval of the  Purchaser,  will enter into an
assumption  agreement  with the person to whom the  Mortgaged  Property has been  conveyed or is proposed to be  conveyed,  pursuant to
which such person becomes liable under the Mortgage Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains
liable  thereon.  Where an assumption is allowed  pursuant to this Section 6.01,  the Company,  with the prior consent of the Purchaser
and the primary  mortgage  insurer,  if any, is authorized to enter into a substitution of liability  agreement with the person to whom
the  Mortgaged  Property  has been  conveyed or is proposed to be conveyed  pursuant to which the original  mortgagor is released  from
liability and such Person is  substituted as mortgagor and becomes liable under the related  Mortgage  Note. Any such  substitution  of
liability agreement shall be in lieu of an assumption agreement.

         In connection with any such assumption or substitution of liability,  the Company shall follow the underwriting  practices and
procedures of the IndyMac  Guidelines.  With respect to an assumption or  substitution of liability,  the Mortgage  Interest Rate borne
by the related  Mortgage  Note,  the amount of the Monthly  Payment and the maturity  date may not be changed  (except  pursuant to the
terms of the  Mortgage  Note).  If the  credit  of the  proposed  transferee  does not meet such  underwriting  criteria,  the  Company
diligently  shall, to the extent  permitted by the Mortgage or the Mortgage Note and by applicable law,  accelerate the maturity of the
Mortgage  Loan.  The Company  shall notify the  Purchaser  that any such  substitution  of liability or  assumption  agreement has been
completed by forwarding to the Purchaser the original of any such  substitution  of liability or assumption  agreement,  which document
shall be added to the related  Mortgage  File and shall,  for all  purposes,  be  considered a part of such  Mortgage  File to the same
extent as all other  documents and  instruments  constituting  a part thereof.  All fees  collected by the Company for entering into an
assumption or substitution of liability agreement shall belong to the Company.

         Notwithstanding  the foregoing  paragraphs of this Section or any other provision of this Agreement,  the Company shall not be
deemed to be in default,  breach or any other violation of its obligations  hereunder by reason of any assumption of a Mortgage Loan by
operation  of law or any  assumption  which the  Company may be  restricted  by law from  preventing,  for any reason  whatsoever.  For
purposes of this  Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property  subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

         Upon the payment in full of any Mortgage  Loan, or the receipt by the Company of a  notification  that payment in full will be
escrowed in a manner  customary  for such  purposes,  the Company  will  immediately  notify the  Purchaser by a  certification,  which
certification  shall  include a statement  to the effect that all amounts  received or to be received in  connection  with such payment
which are  required  to be  deposited  in the  Custodial  Account  pursuant  to Section  4.04 have been or will be so  deposited,  of a
Servicing  Officer and shall request  delivery to it of the portion of the Mortgage File held by the Purchaser.  The Purchaser shall no
later than five Business  Days after receipt of such  certification  and request,  release or cause to be released to the Company,  the
related  Mortgage  Loan  Documents  and, upon its receipt of such  documents,  the Company  shall  promptly  prepare and deliver to the
Purchaser the requisite  satisfaction  or release.  No later than five (5) Business Days following its receipt of such  satisfaction or
release,  the Purchaser shall deliver,  or cause to be delivered,  to the Company the release or satisfaction  properly executed by the
owner of record of the  applicable  mortgage  or its duly  appointed  attorney in fact.  No expense  incurred  in  connection  with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.

         In the event the  Company  satisfies  or  releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured by the  Mortgage  or should it  otherwise  prejudice  any right the  Purchaser  may have under the  mortgage  instruments,  the
Company,  upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding  principal balance of the
related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.  The Company  shall  maintain the Fidelity  Bond and errors and
omissions  insurance  insuring  the  Company  against  any loss it may sustain  with  respect to any  Mortgage  Loan not  satisfied  in
accordance with the procedures set forth herein.

         From time to time and as  appropriate  for the servicing or  foreclosure  of the Mortgage  Loan,  including for the purpose of
collection  under any Primary  Mortgage  Insurance  Policy,  the  Purchaser  shall,  upon  request of the  Company and  delivery to the
Purchaser of a servicing receipt signed by a Servicing  Officer,  release the portion of the Mortgage File held by the Purchaser to the
Company.  Such  servicing  receipt shall obligate the Company to return the related  Mortgage  documents to the Purchaser when the need
therefor by the Company no longer exists,  unless the Mortgage Loan has been  liquidated and the Liquidation  Proceeds  relating to the
Mortgage  Loan have been  deposited in the Custodial  Account or the Mortgage File or such document has been  delivered to an attorney,
or to a public  trustee or other  public  official as required by law,  for purposes of  initiating  or pursuing  legal action or other
proceedings for the foreclosure of the Mortgaged  Property either  judicially or  non-judicially,  and the Company has delivered to the
Purchaser a  certificate  of a Servicing  Officer  certifying  as to the name and address of the Person to which such  Mortgage File or
such  document was  delivered  and the purpose or purposes of such  delivery.  Upon  receipt of a  certificate  of a Servicing  Officer
stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.

         Section 6.03      Servicing Compensation.

         As  compensation  for its services  hereunder,  the Company shall be entitled to withdraw  from the Custodial  Account (to the
extent of interest payments  collected on the Mortgage Loans) or to retain from interest payments  collected on the Mortgage Loans, the
amounts  provided for as the Company's  Servicing Fee, subject to payment of compensating  interest on Principal  Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii).  Additional  servicing  compensation  in the form of assumption  fees, as provided
in Section 6.01, and late payment  charges or otherwise  shall be retained by the Company to the extent not required to be deposited in
the Custodial  Account.  No Servicing Fee shall be payable in connection with partial Monthly  Payments.  The Company shall be required
to pay all expenses  incurred by it in connection with its servicing  activities  hereunder and shall not be entitled to  reimbursement
therefor except as specifically provided for.

         Section 6.04      Annual Statement as to Compliance.

         The  Company  will  deliver to the  Purchaser  not later than 90 days  following  the end of each  fiscal  year of the Company
beginning in March, 2002, an Officers'  Certificate  stating, as to each signatory thereof,  that (i) a review of the activities of the
Company  during the preceding  calendar year and of performance  under this  Agreement has been made under such officers'  supervision,
and (ii) to the best of such officers'  knowledge,  based on such review,  the Company has fulfilled all of its obligations  under this
Agreement  throughout  such year,  or, if there has been a default in the  fulfillment  of any such  obligation,  specifying  each such
default known to such officers and the nature and status of cure  provisions  thereof.  Copies of such  statement  shall be provided by
the Company to the Purchaser upon request.

         Section 6.05      Annual Independent Certified Public Accountants' Servicing Report.

         Within ninety (90) days of Company's  fiscal year end beginning  March,  2002 the Company at its expense shall cause a firm of
independent  public  accountants which is a member of the American  Institute of Certified Public Accountants to furnish a statement to
the Purchaser to the effect that such firm has examined certain  documents and records relating to the Company's  servicing of mortgage
loans similar to the Mortgage Loans pursuant to servicing  agreements  substantially  similar to this Agreement,  which  agreements may
include this  Agreement,  and that, on the basis of such an  examination,  conducted  substantially  in the uniform single  attestation
program for mortgage  bankers,  such firm is of the opinion that the  Company's  servicing has been  conducted in  compliance  with the
agreements  examined  pursuant to this Section 6.05,  except for (i) such  exceptions as such firm shall believe to be immaterial,  and
(ii) such other  exceptions as shall be set forth in such  statement.  Copies of such statement shall be provided by the Company to the
Purchaser.  In addition, on an annual basis, Company shall provided Purchaser with copies of its audited financial statements.

         Section 6.06      Purchaser's Right to Examine Company Records.

         The Purchaser  shall have the right to examine and audit upon  reasonable  notice to the Company,  during business hours or at
such other times as might be reasonable  under  applicable  circumstances,  any and all of the books,  records,  documentation or other
information  of the Company,  or held by another for the Company or on its behalf or  otherwise,  which relates to the  performance  or
observance by the Company of the terms, covenants or conditions of this Agreement.

         The  Company  shall  provide  to the  Purchaser  and any  supervisory  agents or  examiners  representing  a state or  federal
governmental agency having jurisdiction over the Purchaser,  including but not limited to OTS, FDIC and other similar entities,  access
to any  documentation  regarding  the  Mortgage  Loans in the  possession  of the  Company  which  may be  required  by any  applicable
regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during normal business hours and at the offices
of the Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.


                                                              ARTICLE VII

                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01      Company Shall Provide Information as Reasonably Required.

         The Company  shall  furnish to the Purchaser  during the term of this  Agreement,  such  periodic,  special or other  reports,
information or documentation,  whether or not provided for herein,  as shall be necessary,  reasonable or appropriate in respect to the
Purchaser,  or otherwise in respect to the Mortgage  Loans and the  performance  of the Company  under this  Agreement,  including  any
reports,  information  or  documentation  reasonably  required to comply  with any  regulations  regarding  any  supervisory  agents or
examiners of the Purchaser all such reports or information  to be as provided by and in accordance  with such  applicable  instructions
and  directions as the Purchaser may  reasonably  request in relation to this  Agreement or the  performance  of the Company under this
Agreement.  The Company  agrees to execute and deliver all such  instruments  and take all such action as the  Purchaser,  from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

         In  connection  with  marketing the Mortgage  Loans,  the Purchaser  may make  available to a  prospective  purchaser  audited
financial  statements of the Company's  parent (or its  predecessor  in interest) for the most recently  completed two (2) fiscal years
for which such statements are available,  as well as a Consolidated  Statement of Condition at the end of the last two (2) fiscal years
covered by any  Consolidated  Statement  of  Operations.  If it has not already  done so, the  Company  shall  furnish  promptly to the
Purchaser or a prospective purchaser copies of the statements specified above.

         The Company  shall make  reasonably  available to the  Purchaser or any  prospective  Purchaser a  knowledgeable  financial or
accounting officer for the purpose of answering  questions and to permit any prospective  purchaser to inspect the Company's  servicing
facilities for the purpose of satisfying such  prospective  purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.


                                                             ARTICLE VIII

                                                             THE SERVICER

         Section 8.01      Indemnification; Third Party Claims.

         The Company agrees to indemnify the Purchaser and hold it harmless  against any and all claims,  losses,  damages,  penalties,
fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties,  obligations,  covenants,  and  agreements  to service
the Mortgage Loans in strict  compliance  with the terms of this  Agreement.  The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties,  fines, forfeitures,  legal fees and related costs, judgments, and any
other costs,  fees and expenses  that the Purchaser  may sustain in any way related to the breach of a  representation  or warranty set
forth in Sections  3.01 or 3.02 of this  Agreement.  The Company shall  immediately  notify the Purchaser if a claim is made by a third
party against Company with respect to this Agreement or the Mortgage  Loans,  assume (with the consent of the Purchaser) the defense of
any such claim and pay all expenses in connection  therewith,  including  counsel  fees,  whether or not such claim is settled prior to
judgment,  and promptly pay,  discharge and satisfy any judgment or decree which may be entered  against it or the Purchaser in respect
of such claim.  The Company  shall follow any written  instructions  received from the  Purchaser in  connection  with such claim.  The
Purchaser shall promptly  reimburse the Company for all amounts advanced by it pursuant to the two preceding  sentences except when the
claim  relates to the  failure of the Company to service and  administer  the  Mortgages  in strict  compliance  with the terms of this
Agreement,  the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence,  bad faith or willful
misconduct of Company. The provisions of this Section 8.01 shall survive termination of this Agreement.

         Section 8.02      Merger or Consolidation of the Company.

         The Company will keep in full effect its  existence,  rights and  franchises  as a federal  savings bank under the laws of the
United States except as permitted  herein,  and will obtain and preserve its  qualification to do business as a foreign  corporation in
each  jurisdiction in which such  qualification is or shall be necessary to protect the validity and  enforceability of this Agreement,
or any of the Mortgage Loans and to perform its duties under this Agreement.

         Any Person into which the Company may be merged or consolidated,  or any corporation resulting from any merger,  conversion or
consolidation  to which the Company shall be a party,  or any Person  succeeding to the business of the Company  whether or not related
to loan  servicing,  shall be the successor of the Company  hereunder,  without the execution or filing of any paper or any further act
on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however, that the successor or
surviving  Person  shall be an  institution  (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, or which is a HUD-approved  mortgagee  whose primary  business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.

         Section 8.03      Limitation on Liability of the Company and Others.

         Neither  the  Company  nor any of the  officers,  employees  or agents of the  Company  shall be under  any  liability  to the
Purchaser  for any action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for
errors in  judgment  made in good  faith;  provided,  however,  that this  provision  shall not  protect the Company or any such person
against any breach of warranties or  representations  made herein,  or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement,  or any liability which would otherwise be imposed by reason of negligence,  bad faith or
willful  misconduct,  or any breach of the terms and conditions of this  Agreement.  The Company and any officer,  employee or agent of
the  Company  may rely in good faith on any  document  of any kind  prima  facie  properly  executed  and  submitted  by the  Purchaser
respecting any matters  arising  hereunder.  The Company shall not be under any obligation to appear in,  prosecute or defend any legal
action  which is not  incidental  to its duties to service  the  Mortgage  Loans in  accordance  with this  Agreement  and which in its
reasonable  opinion may involve it in any expenses or  liability;  provided,  however,  that the Company  may,  with the consent of the
Purchaser,  undertake any such action which it may deem  necessary or desirable in respect to this  Agreement and the rights and duties
of the parties hereto.  In such event,  the reasonable  legal expenses and costs of such action and any liability  resulting  therefrom
shall be expenses,  costs and  liabilities  for which the Purchaser will be liable,  and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.

         Section 8.04      Company Not to Assign or Resign.

         The Company shall not assign this  Agreement or resign from the  obligations  and duties hereby imposed on it except by mutual
consent  of the  Company  and the  Purchaser  or upon the  determination  that its duties  hereunder  are no longer  permissible  under
applicable law and such incapacity  cannot be cured by the Company.  Any such  determination  permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect  delivered to the  Purchaser  which  Opinion of Counsel shall be in form and
substance  acceptable to the Purchaser.  No such resignation  shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.

         Section 8.05      No Transfer of Servicing.

         With respect to the  retention of the Company to service the  Mortgage  Loans  hereunder,  the Company  acknowledges  that the
Purchaser has acted in reliance upon the Company's  independent  status,  the adequacy of its servicing  facilities,  plan,  personnel,
records and  procedures,  its integrity,  reputation and financial  standing and the continuance  thereof.  Without in any way limiting
the generality of this Section,  the Company shall not either assign this  Agreement or the servicing  hereunder or delegate its rights
or duties  hereunder  or any portion  thereof,  or sell or  otherwise  dispose of all or  substantially  all of its property or assets,
without the prior written approval of the Purchaser, which approval shall be granted or withheld in the Purchaser's sole discretion.

         Without in any way  limiting  the  generality  of this Section  8.05,  in the event that the Company  either shall assign this
Agreement or the servicing  responsibilities  hereunder or delegate its duties  hereunder or any portion thereof without (i) satisfying
the  requirements  set forth herein or (ii) the prior written  consent of the  Purchaser,  then the  Purchaser  shall have the right to
terminate  the Company as  servicer  of the  Mortgage  Loans,  without any payment of any penalty or damages and without any  liability
whatsoever  to the Company  (other than with  respect to accrued but unpaid  Servicing  Fees and  unreimbursed  Servicing  Advances and
Monthly Advances) or any third party.


                                                              ARTICLE IX

                                                                DEFAULT

         Section 9.01      Events of Default.

         In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:

         (i)      any  failure  by the  Company  to remit to the  Purchaser  any  payment  required  to be made under the terms of this
Agreement which continues unremedied for a period of one (1) Business Day following notice to the Company of such failure; or

         (ii)     failure on the part of the Company duly to observe or perform in any material  respect any other of the  covenants or
agreements on the part of the Company set forth in this Agreement which  continues  unremedied for a period of thirty (30) days (except
that such  number of days  shall be fifteen  in the case of a failure  to pay any  premium  for any  insurance  policy  required  to be
maintained  under this  Agreement)  after the date on which written  notice of such failure,  requiring the same to be remedied,  shall
have been given to the Company by the Purchaser; or

         (iii)    a decree or order of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
conservator or receiver or liquidator in any insolvency,  bankruptcy,  readjustment  of debt,  marshalling of assets and liabilities or
similar proceedings,  or for the winding-up or liquidation of its affairs,  shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or

         (iv)     the  Company  shall  consent to the  appointment  of a  conservator  or  receiver or  liquidator  in any  insolvency,
bankruptcy,  readjustment of debt,  marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or
relating to all or substantially all of its property; or

         (v)      the Company  shall admit in writing its  inability to pay its debts  generally as they become due, file a petition to
take  advantage of any  applicable  insolvency or  reorganization  statute,  make an assignment  for the benefit of its  creditors,  or
voluntarily suspend payment of its obligations; or

         (vi)     the Company  ceases to be approved by both Fannie Mae and FHLMC as a mortgage  loan seller or servicer  for more than
thirty days; or

         (vii)    the Company attempts to assign its right to servicing  compensation  hereunder or the Company  attempts,  without the
consent of the  Purchaser,  to sell or  otherwise  dispose of all or  substantially  all of its  property  or assets or to assign  this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or

         (viii)   the Company ceases to be (a) licensed to service first lien  residential  mortgage loans in any jurisdiction in which
a Mortgaged  Property is located and such licensing is required,  and (b) qualified to transact  business in any jurisdiction  where it
is currently so qualified,  but only to the extent such  non-qualification  materially and adversely  affects the Company's  ability to
perform its obligations hereunder; or

(ix)     the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in writing to the  Company  may,  in addition to whatever  rights the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or
equity or to damages,  including  injunctive relief and specific  performance,  terminate all the rights and obligations of the Company
under this Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the Company for the same. On or
after the receipt by the Company of such written  notice,  all authority and power of the Company  under this  Agreement,  whether with
respect to the Mortgage Loans or otherwise,  shall pass to and be vested in the successor  appointed  pursuant to Section  11.01.  Upon
written  request from the  Purchaser,  the Company shall  prepare,  execute and deliver,  any and all documents and other  instruments,
place in such  successor's  possession all Mortgage  Files,  and do or accomplish all other acts or things  necessary or appropriate to
effect the purposes of such notice of  termination,  whether to complete the transfer and  endorsement  or  assignment  of the Mortgage
Loans and related documents,  or otherwise,  at the Company's sole expense. The Company agrees to cooperate with the Purchaser and such
successor in effecting the termination of the Company's  responsibilities  and rights hereunder,  including,  without  limitation,  the
transfer to such  successor  for  administration  by it of all cash  amounts  which shall at the time be credited by the Company to the
Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

         Section 9.02      Waiver of Defaults.

         The Purchaser may waive only by written  notice any default by the Company in the  performance  of its  obligations  hereunder
and its  consequences.  Upon any such waiver of a past  default,  such default shall cease to exist,  and any Event of Default  arising
therefrom  shall be deemed to have been remedied for every  purpose of this  Agreement.  No such waiver shall extend to any  subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.

                                                               ARTICLE X

                                                              TERMINATION

         Section 10.01     Termination.


         The respective  obligations  and  responsibilities  of the Company shall terminate upon: (i) the later of the final payment or
other  liquidation  (or any advance with respect  thereto) of the last Mortgage Loan and the  disposition of all remaining REO Property
and the  remittance  of all funds due  hereunder;  or (ii) by mutual  consent of the Company  and the  Purchaser  in writing;  or (iii)
termination with cause under the terms of this Agreement.


                                                              ARTICLE XI

                                                       MISCELLANEOUS PROVISIONS

         Section 11.01     Successor to the Company.

         Prior to termination of Company's  responsibilities  and duties under this Agreement  pursuant to Sections 4.03,  4.13,  8.04,
9.01 or 10.01(ii) or (iii),  the Purchaser shall (i) succeed to and assume all of the Company's  responsibilities,  rights,  duties and
obligations  under this Agreement,  or (ii) appoint a successor having the  characteristics  set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the  responsibilities,  duties and  liabilities of the Company under this Agreement prior
to the termination of Company's  responsibilities,  duties and liabilities  under this Agreement.  In connection with such  appointment
and assumption,  the Purchaser may make such  arrangements  for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor  shall agree. In the event that the Company's  duties,  responsibilities  and  liabilities  under this
Agreement should be terminated pursuant to the aforementioned  Sections,  the Company shall discharge such duties and  responsibilities
during the period from the date it acquires  knowledge of such  termination  until the  effective  date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this  Agreement,  and shall take no action  whatsoever that might impair
or  prejudice  the  rights  or  financial  condition  of  its  successor.  The  resignation  or  removal  of  Company  pursuant  to the
aforementioned  Sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this Section and shall in no
event  relieve the Company of the  representations  and  warranties  made  pursuant to Sections  3.01,  3.02 and 3.03 and the  remedies
available to the Purchaser  thereunder  and under Section 8.01,  it being  understood  and agreed that the  provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company  notwithstanding  any such  resignation or termination of the Company,  or
the termination of this Agreement.

         Any  successor  appointed as provided  herein shall  execute,  acknowledge  and deliver to the Company and to the Purchaser an
instrument  accepting  such  appointment,  whereupon  such  successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations  and liabilities of the Company,  with like effect as if originally  named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement  pursuant to Section 4.03,  4.13,  8.04, 9.01 or 10.01 shall not affect
any claims that the Purchaser may have against the Company arising prior to any such termination or resignation.

         The Company  shall  promptly  deliver to the  successor  the funds in the  Custodial  Account  and the Escrow  Account and the
Mortgage  Files and related  documents and  statements  held by it hereunder  and the Company shall account for all funds.  The Company
shall execute and deliver such  instruments  and do such other things all as may  reasonably  be required to more fully and  definitely
vest and confirm in the successor all such rights,  powers, duties,  responsibilities,  obligations and liabilities of the Company. The
successor shall make  arrangements as it may deem  appropriate to reimburse the Company for  unrecovered  Servicing  Advances which the
successor  retains  hereunder  and which would  otherwise  have been  recovered by the Company  pursuant to this  Agreement but for the
appointment of the successor servicer.

         Section 11.02     Amendment.

         This  Agreement may be amended from time to time by the Company and the Purchaser by written  agreement  signed by the Company
and the Purchaser.

         Section 11.03     Recordation of Agreement.

         To the extent  permitted by applicable  law, this Agreement is subject to recordation  in all  appropriate  public offices for
real property  records in all the counties or other comparable  jurisdictions  in which any of the properties  subject to the Mortgages
are situated,  and in any other  appropriate  public recording  office or elsewhere,  such recordation to be effected by the Company at
the  Company's  expense on  direction  of the  Purchaser  accompanied  by an Opinion  of  Counsel to the effect  that such  recordation
materially and beneficially  affects the interest of the Purchaser or is necessary for the  administration or servicing of the Mortgage
Loans.

         Section 11.04     Governing Law.

         This  Agreement  shall be governed by and construed in accordance  with the laws of the State of New York except to the extent
preempted by Federal law. The  obligations,  rights and remedies of the parties  hereunder  shall be determined in accordance with such
laws.

         Section 11.05     Notices.

         Any  demands,  notices or other  communications  permitted  or  required  hereunder  shall be in  writing  and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or certified  mail,  return receipt  requested,  or transmitted by telex,  telegraph or telecopier and confirmed by a similar
mailed writing, as follows:

(i)      if to the Company:

                  IndyMac Bank, F.S.B.
                  155 N. Lake Avenue
                  Pasadena, California 91101
                  Attention: Master Servicing
                  Telecopier Number (626) 585-5042

                  With a copy to:

                  IndyMac Bank, F.S.B.
                  3465 E. Foothill Boulevard
                  Pasadena, CA  91107
                  Attention: Capital Markets
                  Telecopier No. (626) 535-2550

         (ii)     if to the Purchaser:

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II,
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Mr. Edward Raice
                  Telecopier No.:  (972) 444-2810

or such other  address as may  hereafter  be furnished to the other party by like  notice.  Any such  demand,  notice or  communication
hereunder  shall be deemed to have been received on the date  delivered to or received at the premises of the addressee (as  evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).

         Section 11.06     Severability of Provisions.

         Any  part,  provision,  representation  or  warranty  of this  Agreement  which is  prohibited  or which is held to be void or
unenforceable  shall be  ineffective  to the  extent  of such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof. Any part,  provision,  representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction  shall be ineffective,  as to such  jurisdiction,  to the extent of such prohibition or
unenforceability  without  invalidating  the  remaining  provisions  hereof,  and  any  such  prohibition  or  unenforceability  in any
jurisdiction  as to any Mortgage Loan shall not invalidate or render  unenforceable  such provision in any other  jurisdiction.  To the
extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or  unenforceable  any
provision  hereof.  If the invalidity of any part,  provision,  representation or warranty of this Agreement shall deprive any party of
the economic  benefit intended to be conferred by this Agreement,  the parties shall  negotiate,  in good faith, to develop a structure
the  economic  effect of which is  nearly  as  possible  the same as the  economic  effect  of this  Agreement  without  regard to such
invalidity.

         Section 11.07     Exhibits.

         The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

         Section 11.08     General Interpretive Principles.

         For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

         (i)      the terms defined in this  Agreement  have the meanings  assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;

         (ii)     accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

         (iii)    references herein to "Articles", "Sections", Subsections",  "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

         (iv)     a reference to a Subsection  without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

         (v)      the words "herein",  "hereof ",  "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;

         (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration; and

         (viii)   headings of the Articles and Sections in this  Agreement are for  reference  purposes only and shall not be deemed to
have any substantive effect.

         Section 11.09     Reproduction of Documents.

         This Agreement and all documents relating thereto,  including,  without  limitation,  (i) consents,  waivers and modifications
which may hereafter be executed,  (ii) documents  received by any party at the closing,  and (iii) financial  statements,  certificates
and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,  micro-card,
miniature  photographic or other similar process.  The parties agree that any such reproduction  shall be admissible in evidence as the
original  itself in any judicial or  administrative  proceeding,  whether or not the  original is in existence  and whether or not such
reproduction  was made by a party in the regular course of business,  and that any  enlargement,  facsimile or further  reproduction of
such reproduction shall likewise be admissible in evidence.

         Section 11.10     Confidentiality of Information.

         Each party recognizes  that, in connection with this Agreement,  it may become privy to non-public  information  regarding the
financial condition,  operations and prospects of the other party. Each party agrees to keep all non-public  information  regarding the
other party  strictly  confidential,  and to use all such  information  solely in order to  effectuate  the  purpose of the  Agreement,
provided that each party may provide  confidential  information  to its  employees,  agents and affiliates who have a need to know such
information in order to effectuate the transaction,  provided  further that such  information is identified as confidential  non-public
information.  In addition,  confidential  information may be provided to a regulatory  authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.

         Section 11.11     Recordation of Assignments of Mortgage.

         To the extent  permitted by applicable  law, each of the  Assignments of Mortgage is subject to recordation in all appropriate
public offices for real property  records in all the counties or other  comparable  jurisdictions  in which any or all of the Mortgaged
Properties are situated,  and in any other  appropriate  public recording  office or elsewhere,  such recordation to be effected at the
Company's expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole option.

         Section 11.12     Assignment by Purchaser.

         The Purchaser  shall have the right,  without the consent of the Company,  to assign,  in whole or in part, its interest under
this  Agreement and the related  Purchase Price and Terms Letter with respect to some or all of the Mortgage  Loans,  and designate any
Person to exercise any rights of the Purchaser  hereunder,  by executing an Assignment and Assumption  Agreement  substantially  in the
form of Exhibit D hereto and the  assignee or designee  shall accede to the rights and  obligations  hereunder  of the  Purchaser  with
respect to such Mortgage Loans.  In no event shall  Purchaser sell a partial  interest in any Mortgage Loan without the written consent
of Company,  which consent shall not be  unreasonably  denied.  All  references to the Purchaser in this  Agreement  shall be deemed to
include its assignee or designee.

         Section 11.13     No Partnership.

         Nothing herein contained shall be deemed or construed to create a  co-partnership  or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.

         Section 11.14     Execution: Successors and Assigns.

         This  Agreement may be executed in one or more  counterparts  and by the different  parties  hereto on separate  counterparts,
each of which, when so executed,  shall be deemed to be an original;  such  counterparts,  together,  shall constitute one and the same
agreement.  Subject to Section  8.04,  this  Agreement  shall inure to the benefit of and be binding upon the Company and the Purchaser
and their respective successors and assigns.

         Section 11.15     Entire Agreement.

         The Company  acknowledges that no representations,  agreements or promises were made to the Company by the Purchaser or any of
its  employees  other than those  representations,  agreements  or promises  specifically  contained  herein.  This  Agreement  and the
Purchase  Price and Terms  Letter  set forth the  entire  understanding  between  the  parties  hereto  and shall be  binding  upon all
successors of both parties.

         Section 11.16.  No Solicitation.

         From and after the related  Closing  Date,  the Company  agrees that it will not take any action or permit or cause any action
to be taken by any of its  agents or  affiliates,  or by any  independent  contractors  on the  Company's  behalf,  to  personally,  by
telephone  or mail,  solicit the borrower or obligor  under any Mortgage  Loan to  refinance  the Mortgage  Loan,  in whole or in part,
without the prior  written  consent of the  Purchaser.  Notwithstanding  the  foregoing,  it is understood  and agreed that  promotions
undertaken  by the Company or any  affiliate of the Company  which are directed to the general  public at large,  or segments  thereof,
provided  that no segment  shall  consist  primarily  of the Mortgage  Loans,  including,  without  limitation,  mass mailing  based on
commercially  acquired mailing lists,  newspaper,  radio and television  advertisements  shall not constitute  solicitation  under this
Section 11.16.  This Section 11.16 shall not be deemed to preclude the Company or any of its affiliates  from  soliciting any Mortgagor
for any other financial products or services.

         Section 11.17.  Closing.

         The closing for the purchase and sale of the Mortgage  Loans shall take place on the related  Closing Date.  The closing shall
be either:  by  telephone,  confirmed  by letter or wire as the parties  shall  agree,  or  conducted  in person,  at such place as the
parties shall agree.

         The closing for the  Mortgage  Loans to be purchased  on the related  Closing  Date shall be subject to each of the  following
conditions:

         (a)      at least one (1)  Business  Day prior to the related  Closing  Date,  the Company  shall  deliver to the  Purchaser a
magnetic  diskette,  or transmit  electronically,  a listing on a loan-level  basis of the  information  contained in the Mortgage Loan
Schedule;

         (b)      all of the  representations  and warranties of the Company under this Agreement  shall be materially true and correct
as of the related  Closing  Date and no event  shall have  occurred  which,  with notice or the  passage of time,  would  constitute  a
material default under this Agreement;

         (c)      the  Purchaser  shall have  received,  or the  Purchaser's  attorneys  shall have  received in escrow,  all documents
required  pursuant to this  Agreement,  an opinion of counsel and an  officer's  certificate,  all in such forms as are agreed upon and
acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof;

         (d)      the Company shall have delivered to the Purchaser a Bill of Sale;

         (e)      the Company shall have  delivered and released to the Purchaser (or its designee) on or prior to the related  Closing
Date all documents required pursuant to the terms of this Agreement; and

         (f)      all other terms and conditions of this Agreement shall have been materially complied with.

         Subject to the foregoing  conditions,  the Purchaser  shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued  interest  pursuant to Section 2.02 of this  Agreement,  by wire transfer of  immediately  available  funds to the account
designated by the Company.

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)       one or more third party purchasers in one or more whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or  more  trusts  or  other  entities  to be  formed  as  part of one or more  pass-through  transfers  (each,  a
"Pass-Through Transfer").

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  a Company's  warranties and servicing  agreement or a participation and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing  agreement in form and substance  mutually  agreeable to the parties  (collectively  the  agreements  referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set forth in Section 3.01 and  3.02(bbb) of this  Agreement as of the  settlement  or closing date in
connection with such  Reconstitution  (each, a  "Reconstitution  Date").  In that connection,  the Company shall provide to such issuer
and any other participants in such  Reconstitution:  (i) any and all information and appropriate  verification of information which may
be reasonably  available to the Company,  whether  through  letters of its auditors and counsel or  otherwise,  as the Purchaser or any
such other  participant  shall  request upon  reasonable  demand;  and (ii) such  additional  representations,  warranties,  covenants,
opinions of counsel,  letters from auditors,  and certificates of public officials or officers of the Company as are reasonably  agreed
upon by the Company and the Purchaser or any such other  participant.  The Purchaser  shall be  responsible  for the costs  relating to
the delivery of such information.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this Agreement, and with respect thereto this Agreement shall remain in full force and effect.




         IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names to be signed hereto by their  respective  officers
thereunto duly authorized as of the day and year first above written.

                                                     EMC MORTGAGE CORPORATION
                                                     Purchaser

                                                     By:________________________
                                                     Name:
                                                     Title:


                                                     INDYMAC BANK, F.S.B.
                                                     Company

                                                     By: _______________________
                                                     Name:
                                                     Title:




                                                               EXHIBIT A

                                                       CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage  Loan,  the Mortgage File shall  include each of the following  items,  which shall be available
for  inspection by the  Purchaser,  and which shall be retained by the Company in the  Servicing  File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Master Purchase, Warranties and Servicing Agreement.

         1.       The original  Mortgage  Note  endorsed  "Pay to the order of  ______________________  ______________________________,
without  recourse,"  and signed via  facsimile or original  signature  in the name of the Company or the  originator  by an  authorized
officer,  with all intervening  endorsements showing a complete chain of title from the originator to the last endorsee on the Mortgage
Note,  together with any applicable  riders.  If the Mortgage Loan was acquired by the Company in a merger the  endorsement  must be by
"[Company],  successor by merger to the [name of  predecessor]".  If the Mortgage  Loan was acquired or originated by the Company while
doing business under another name, the endorsement  must be by "[Company]  formerly known as [previous  name]".  The Mortgage Notes may
be in the form of a lost note  affidavit in a form  acceptable  to  Purchaser  with a copy of the  applicable  Mortgage  Note  attached
thereto.

If the Company  chooses to use facsimile  signatures to endorse  Mortgage Notes,  the Company must provide in an officer's  certificate
that the endorsement is valid and enforceable in the  jurisdiction(s) in which the Mortgaged  Properties are located and must retain in
its corporate  records the following  specific  documentation  authorizing the use of facsimile  signatures:  (i) a resolution from its
board of directors  authorizing  specific officers to use facsimile  signatures;  stating that facsimile signatures will be a valid and
binding act on the Company's  part; and authorizing the Company's  corporate  secretary to certify the validity of the resolution,  the
names of the officers  authorized  to execute  documents by using  facsimile  signatures,  and the  authenticity  of specimen  forms of
facsimile  signatures;  (ii) the  corporate  secretary's  certification  of the  authenticity  and validity of the board of  directors'
resolution;  and (iii) a notarized  "certification  of  facsimile  signature,"  which  includes  both the  facsimile  and the  original
signatures  of the signing  officer(s)  and each  officer's  certification  that the facsimile is a true and correct copy of his or her
original signature.


         2.       The original Mortgage  (together with a standard  adjustable rate mortgage rider) with evidence of recording thereon,
or a copy thereof  certified by the public recording  office in which such mortgage has been recorded or, if the original  Mortgage has
not been returned from the applicable  public recording  office, a true certified copy,  certified by the Company or the originator (in
the case of a Co-op Loan, the original security agreement).

         3.       The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

         4.       The  original  Assignment,  from the last  endorsee  on the  Mortgage  Note or the  originator  (if there are no such
endorsements) to  _____________________________________,  or in accordance with Purchaser's  instructions,  which assignment shall, but
for any blanks  requested by  Purchaser,  be in form and  substance  acceptable  for  recording.  If the Mortgage  Loan was acquired or
originated by the Company while doing business under another name,  the  Assignment  must be by "[Company]  formerly known as [previous
name]".  If the Mortgage Loan was acquired by the Company in a merger,  the endorsement  must be by "[Company],  successor by merger to
the [name of predecessor]".  None of the Assignments are blanket assignments of mortgage.

         5.       With respect to Mortgage Loans that are not Co-op Loans,  the original policy of title  insurance,  including  riders
and endorsements  thereto,  or if the policy has not yet been issued, a written  commitment or interim binder or preliminary  report of
title issued by the title insurance or escrow company.

         6.       Originals of all recorded  intervening  Assignments,  or copies thereof,  certified by the public recording office in
which such  Assignments  have been recorded  showing a complete chain of title from the originator to the last endorsee on the Mortgage
Note,  with evidence of recording  thereon,  or a copy thereof  certified by the public  recording  office in which such Assignment has
been recorded or, if the original  Assignment  has not been returned from the  applicable  public  recording  office,  a true certified
copy, certified by the Company.

         7.       Originals,  or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption,  extension,  modification,  written assurance or substitution  agreements,  if applicable,  or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

         8.       If the Mortgage Note or Mortgage or any other material document or instrument  relating to the Mortgage Loan has been
signed by a person on behalf of the  Mortgagor,  the  original or copy of power of attorney or other  instrument  that  authorized  and
empowered such person to sign bearing evidence that such instrument has been recorded,  if so required in the appropriate  jurisdiction
where the Mortgaged  Property is located,  or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original  instrument has not been returned from the applicable  public  recording  office,  a true certified  copy,
certified by the Company.

         9.       With respect to a Co-op Loan:  (i) a copy of the Co-op Lease and the assignment of such Co-op Lease to the originator
of the Mortgage Loan, with all intervening  assignments  showing a complete chain of title and an assignment  thereof by Company;  (ii)
the stock  certificate  together  with an  undated  stock  power  relating  to such  stock  certificate  executed  in blank;  (iii) the
recognition  agreement in  substantially  same form as standard  "AZTECH"  form;  (iv) copies of the financial  statement  filed by the
originator as secured party and, if applicable,  a filed UCC-3 Assignment of the subject security  interest showing a complete chain of
title,  together with an executed UCC-3  Assignment of such security  interest by the Company in a form  sufficient for filing (v) Loan
Security Agreement.

         10.      Mortgage Loan closing  statement  (Form HUD-1) and any other  truth-in-lending  or real estate  settlement  procedure
forms required by law.

         11.  Residential loan application.

         12.      Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.

         13.      Credit report on the mortgagor.

         14.      Business credit report, if applicable.

         15.      Residential appraisal report and attachments thereto.

         16.      The original of any guarantee executed in connection with the Mortgage Note.

         17.      Verification of employment and income except for Mortgage Loans  originated  under a Limited  Documentation  Program,
all in accordance with Company's underwriting guidelines.

         18.      Verification of acceptable evidence of source and amount of down payment,  in accordance with Company's  underwriting
guidelines.

         19.      Photograph of the Mortgaged Property (may be part of appraisal).

         20.      Survey of the Mortgaged Property, if any.

         21.      Sales contract, if applicable.

         22.      If available, termite report, structural engineer's report, water portability and septic certification.

         23.      Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

         24.      Name affidavit, if applicable.

         Notwithstanding  anything  to the  contrary  herein,  Company  may  provide  one  certificate  for all of the  Mortgage  Loans
indicating that the documents were delivered for recording.




                                                               EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                         ______________, 2001

To:      [_______________________]
         (the "Depository")

         As "Company"  under the Master  Purchase,  Warranties  and Servicing  Agreement,  dated as of August 1, 2001  Adjustable  Rate
Mortgage Loans (the  "Agreement"),  we hereby  authorize and request you to establish an account,  as a Custodial  Account  pursuant to
Section 4.04 of the Agreement,  to be designated as "IndyMac  Bank,  F.S.B.,  in trust for the  [Purchaser],  Owner of Adjustable  Rate
Mortgage  Loans".  All deposits in the account  shall be subject to  withdrawal  therefrom by order signed by the Company.  This letter
is submitted to you in duplicate.  Please execute and return one original to us.

                                                     INDYMAC BANK, F.S.B.

                                                     By:____________________________

                                                     Name:__________________________

                                                     Title:_________________________



         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  [__________],  at the office of the depository  indicated  above,  and agrees to honor  withdrawals on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                                     [___________________________]

                                                     By:____________________________

                                                     Name:__________________________

                                                     Title:_________________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT
                                                          _____________, 2001

To:      [_______________________]
         (the "Depository")

         As "Company"  under the Master  Purchase  Warranties  and  Servicing  Agreement,  dated as of August 1, 2001  Adjustable  Rate
Mortgage  Loans (the  "Agreement"),  we hereby  authorize  and request you to establish an account,  as an Escrow  Account  pursuant to
Section 4.06 of the Agreement,  to be designated as "IndyMac  Bank,  F.S.B.,  in trust for the  [Purchaser],  Owner of Adjustable  Rate
Mortgage Loans, and various  Mortgagors."  All deposits in the account shall be subject to withdrawal  therefrom by order signed by the
Company.  This letter is submitted to you in duplicate.  Please execute and return one original to us.

                                            INDYMAC BANK, F.S.B.

                                            By:____________________________
                                            Name:__________________________
                                            Title:_________________________


         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                            [______________________]

                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________




                                                               EXHIBIT D

                                                   FORM OF ASSIGNMENT AND ASSUMPTION

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT,  dated  ___________________,  between  __________________,  a  _____________________
corporation ("Assignor"),and _____________________, a __________________ corporation ("Assignee"):

         For and in consideration of the sum of TEN DOLLARS  ($10.00) and other valuable  consideration  the receipt and sufficiency of
which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

         1.       The Assignor hereby grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor,  as
Purchaser,  in, to and under (a) those certain  Mortgage  Loans listed on Exhibit A attached  hereto (the "Mortgage  Loans"),  (b) that
certain Master  Purchase,  Warranties and Servicing  Agreement,  Adjustable Rate Mortgage Loans (the "Master  Purchase,  Warranties and
Servicing  Agreement"),  dated as of August 1, 2001 by and among EMC Mortgage  Corporation  ("Purchaser") and IndyMac Bank, F.S.B. (the
"Company") with respect to the Mortgage Loans and (c) that certain Purchase Price and Terms Letter,  dated as of  ______________,  2001
(the "Terms  Letter") by and among the Purchaser and IndyMac Bank,  F.S.B.  (only with respect to such mortgage loans  transferred  and
assigned hereunder) with respect to the Mortgage Loans.

         The Assignor  specifically  reserves and does not assign to the Assignee  hereunder any and all right,  title and interest in,
to and under and all  obligations  of the Assignor with respect to any mortgage  loans subject to the Master  Purchase,  Warranties and
Servicing  Agreement  and the Terms  Letter  which are not the  Mortgage  Loans set forth on Exhibit A attached  hereto and are not the
subject of this Assignment and Assumption Agreement.

         2.       The assignor warrants and represents to, and covenants with, the Assignee that:

                  a.       The Assignor is the lawful owner of the  Mortgage  Loans with the full right to transfer the Mortgage  Loans
free from any and all claims and encumbrances whatsoever;

                  b.       The Assignor  has not received  notice or, and has no  knowledge  of, any  offsets,  counterclaims  or other
defenses  available to the Company with respect to the Master  Purchase,  Warranties and Servicing  Agreement,  the Terms Letter or the
Mortgage Loans;

                  c.       The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other  modification
of, the Master Purchase,  Warranties and Servicing Agreement,  the Terms Letter or the Mortgage Loans, including without limitation the
transfer of the servicing  obligations  under the Master Purchase,  Warranties and Servicing  Agreement.  The Assignor has no knowledge
of,  and has not  received  notice  of,  any  waivers  under or  amendments  or other  modifications  of, or  assignments  of rights or
obligations under or defaults under, the Master Purchase,  Warranties and Servicing Agreement,  the Terms Letter or the Mortgage Loans;
and

                  d.       Neither the Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise
disposed of the Mortgage Loans,  any interest in the Mortgage Loans or any other similar  security to, or solicited any offer to buy or
accept a transfer,  pledge or other  disposition  of the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any other  similar
security  from, or otherwise  approached or negotiated  with respect to the Mortgage  Loans,  any interest in the Mortgage Loans or any
other similar  security  with,  any person in any manner,  or made by general  solicitation  by means of general  advertising or in any
other manner,  or taken any other action which would  constitute a distribution  of the Mortgage Loans under the Securities Act of 1933
(the "1933  Act") or which would  render the  disposition  of the  Mortgage  Loans a violation  of Section 5 of the 1933 Act or require
registration pursuant thereto.

         3.       The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:

                  a.       The Assignee is a corporation  duly organized,  validly  existing and in good standing under the laws of the
jurisdiction  of its  incorporation,  and has all requisite  corporate  power and  authority to acquire,  own and purchase the Mortgage
Loans;

                  b.       The Assignee has full corporate  power and authority to execute,  deliver and perform under this  Assignment
and  Assumption  Agreement,  and to consummate  the  transactions  set forth herein.  The  execution,  delivery and  performance of the
Assignee of this Assignment and Assumption  Agreement,  and the consummation by it of the transactions  contemplated  hereby, have been
duly authorized by all necessary  corporate  action of the Assignee.  This  Assignment and Assumption  Agreement has been duly executed
and  delivered by the  Assignee and  constitutes  the valid and legally  binding  obligation  of the Assignee  enforceable  against the
Assignee in accordance with its respective terms;

                  c.       To the best of  Assignee's  knowledge,  no  material  consent,  approval,  order  or  authorization  of,  or
declaration,  filing or  registration  with, any  governmental  entity is required to be obtained or made by the Assignee in connection
with the execution,  delivery or performance by the Assignee of this Assignment and Assumption Agreement,  or the consummation by it of
the transactions contemplated hereby;

                  d.       The Assignee agrees to be bound, as Purchaser,  by all of the terms,  covenants and conditions of the Master
Purchase,  Warranties  and  Servicing  Agreement,  the Terms Letter and the  Mortgage  Loans,  and from and after the date hereof,  the
Assignee  assumes for the benefit of each of the Company and the Assignor all of the Assignor's  obligations  as Purchaser  thereunder,
with respect to the Mortgage Loans;

                  e.       The  Assignee  understands  that the  Mortgage  Loans  have not been  registered  under  the 1933 Act or the
securities laws of any state;

                  f. The purchase  price being paid by the  Assignee  for the Mortgage  Loans is in excess of $250,000 and will be paid
by cash remittance of the full purchase price within sixty (60) days of the sale;

                  g.       The Assignee is acquiring the Mortgage  Loans for  investment for its own account only and not for any other
person;

                  h.       The Assignee considers itself a substantial,  sophisticated institutional investor having such knowledge and
financial and business matters that it is capable of evaluating the merits and the risks of investment in the Mortgage Loans;

                  i.       The Assignee has been  furnished  with all  information  regarding the Mortgage  Loans that it has requested
from the Assignor or the Company;

                  j.       Neither the Assignee nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise
disposed of the Mortgage  Loans,  an interest in the Mortgage Loans or any other similar  security to, or solicited any offer to buy or
accept a transfer,  pledge or other  disposition  of the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any other  similar
security  from, or otherwise  approached or negotiated  with respect to the Mortgage  Loans,  any interest in the Mortgage Loans or any
other similar  security  with, any person in any manner,  or made any general  solicitation  by means of general  advertising or in any
other manner,  or taken any other action which would  constitute a distribution of the Mortgage Loans under the 1933 Act or which would
render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or require  registration  pursuant  thereto,  nor
will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and

                  k.  Either:  (1) the  Assignee is not an employee  benefit  plan  ("Plan")  within the meaning of section 3(3) of the
Employee  Retirement  Income  Security  Act of 1974,  as amended  ("ERISA")  or a plan  (also  "Plan")  within  the  meaning of section
4975(e)(1)  of the Internal  Revenue Code of 1986  ("Code"),  and the Assignee is not directly or  indirectly  purchasing  the Mortgage
Loans on behalf of,  investment  manager of, as named  fiduciary  of, as Trustee of, or with assets of, a Plan;  or (2) the  Assignee's
purchase of the Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.

         Distributions shall be made by wire transfer of immediately available funds to _____________________________
for the account of ________________________________________
account number ___________________________________________.
Applicable statements should be mailed to _________________
__________________________________________________________.



The Assignor's address for purposes for all notices and correspondence related to the Mortgage Loans and this Agreement is:

                                    ________________________________________
                                    ________________________________________

                                    Attention: ______________________________


         IN WITNESS  WHEREOF,  the parties have caused this Assignment and Assumption to be executed by their duly authorized  officers
as of the date first above written.

_____________________________               _________________________
Assignor                                    Assignee

By:______________________                   By:__________________________
Its:______________________                  Its:__________________________

Taxpayer Identification                     Taxpayer Identification
Number:__________________                   Number:_______________________



Acknowledged:

[_______________________________]

By:___________________________
Its:__________________________




                                                               EXHIBIT E

                                                         FORM OF TRIAL BALANCE




                                                               EXHIBIT F

                                             REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:      Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: _________________________________________________


Pursuant to a Master  Purchase,  Warranties  and Servicing  Agreement  (the  "Agreement")  between the Company and the  Purchaser,  the
undersigned  hereby certifies that he or she is an officer of the Company  requesting release of the documents for the reason specified
below.  The undersigned further certifies that:

(Check one of the items below)

_____             On  _________________,  the above captioned mortgage loan was paid in full or that the Company has been notified that
payment in full has been or will be  escrowed.  The  Company  hereby  certifies  that all amounts  with  respect to this loan which are
required under the Agreement have been or will be deposited in the Custodial Account as required.

_____             The above captioned loan is being  repurchased  pursuant to the terms of the Agreement.  The Company hereby certifies
that the repurchase price has been credited to the Custodial Account as required under the Agreement.

_____             The above captioned loan is being placed in foreclosure  and the original  documents are required to proceed with the
foreclosure action.  The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.

_____             Other (explain)

_______________________________________________________
_______________________________________________________

All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.

         Based on this  certification  and the  indemnities  provided for in the Agreement,  please release to the Company all original
mortgage documents in your possession relating to this loan.

Dated:_________________

By:________________________________
     Signature
    ___________________________________
         Title

Send documents to:         _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgment:

         Purchaser  hereby  acknowledges  that all original  documents  previously  released on the above captioned  mortgage loan have
been returned and received by the Purchaser.


Dated:________________

By:________________________________
     Signature

    _______________________________
     Title




EXHIBIT G


                                                   COMPANY'S UNDERWRITING GUIDELINES




EXHIBIT H


                                                    PURCHASE PRICE AND TERMS LETTER
                                                           [to be attached]




                                                               EXHIBIT I

                                                         FORM OF BILL OF SALE

                  INDYMAC BANK, F.S.B. hereby absolutely sells, transfers, assigns, sets-over and conveys to EMC MORTGAGE CORPORATION,
without recourse all right, title and interest in and to each of the mortgage loans identified on Schedule One attached hereto less
the Retained Yield on a servicing-retained basis.

         The  ownership  of each  Mortgage  Note,  Mortgage,  and the  contents of the  Mortgage  File is vested in  Purchaser  and the
ownership of all records and  documents  with respect to the related  Mortgage  Loan  prepared by or which come into the  possession of
Company shall  immediately  vest in Purchaser and shall be retained and  maintained,  in trust,  by Company at the will of Purchaser in
such custodial  capacity only. The [Company]  [Purchaser]  shall retain any prepayment  penalties or similar charge due with respect to
a Mortgage Loan. The sale of each Mortgage Loan shall be reflected as a sale on Seller's  business  records,  tax returns and financial
statements.

         This Bill of Sale is made pursuant to, and is subject to the terms and conditions of, that certain Master Purchase,
Warranties and Servicing Agreement dated as of August 1, 2001 between Indymac Bank, F.S.B., as Company, and EMC Mortgage Corporation,
as Purchaser (the "Agreement").  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the
Agreement. The Company confirms to Purchaser that the representations and warranties set forth in Section 3.01 and 3.02 of the
Agreement are true and correct as of the date hereof.

         The Seller confirms to the Purchaser that the following additional representations are true and correct as of the date
hereof:


         (i)      Not more than _______% of the Mortgaged Properties are located in California;

         (ii)     The Mortgage  Interest  Rates borne by the Mortgage Loans as of the Cut-off Date ranged from  approximately  _______%
per  annum  to  approximately  _______%  per  annum  and the  weighted  average  Mortgage  Interest  Rate as of the  Cut-off  Date  was
approximately ______% per annum;

         (iii)    The  original  principal  balances of the  Mortgage  Loans ranged from  approximately  $____________to  approximately
$____________.  The maximum  Stated  Principal  Balance of any Mortgage Loan as of the Cut-off Date was  $____________  and the average
Stated Principal Balance was approximately $____________;

         (iv)     As of the Cut-off Date,  approximately  _______% of the Mortgage  Loans were made to refinance the related  Mortgaged
Properties,  of which  approximately  _______% were made as "cash-out"  refinancings and  approximately  _______% of the Mortgage Loans
were made to purchase the related  Mortgaged  Properties.  Approximately  _______% of the Mortgage Loans  measured by aggregate  Stated
Principal  Balances as of the Cut-off Date are secured by a single family residence;  approximately  _______% of the Mortgage Loans are
secured by a unit in a condominium;  none of the Mortgage Loans are secured by a unit in a cooperative;  approximately  _______% of the
Mortgage Loans are secured by a unit in a planned unit development,  and approximately  _______% of the Mortgage Loans are secured by a
two-to-four-family residential property.

         (v)      None of the Mortgage Loans had a Loan-to-Value  Ratio greater than _______%.  Approximately  _______% of the Mortgage
Loans are insured under Primary Insurance Policies;

         (vi)     With respect to approximately  _______%of the Mortgage Loans,  measured by aggregate  Stated Principal  Balance as of
the Cut-off  Date,  based on  representations  made by the  Mortgagor  at the time of  origination,  the  Mortgaged  Property was to be
occupied as Mortgagor's primary residence.  With respect to approximately  _______%of the Mortgage Loans,  measured by aggregate unpaid
Principal  Balance as of the Cut-off Date,  based on  representations  made by the Mortgagor at the time of origination,  the Mortgaged
Property  was to be  occupied  as a  second  home.  Approximately  _______%  of the  Mortgage  Loans  (similarly  measured),  based  on
representations made by the Mortgagor at the time of origination, was to be utilized as an investor property; and

         (vii)    As of the Closing Date, all of the Mortgage  Loans will have an actual  Interest Paid to Date of  ______________  (or
later) and will be due for the _____________  scheduled  monthly payment (or later),  as evidenced by a posting to Company's  servicing
collection system.




DATED: ______________________



                                                              INDYMAC BANK, F.S.B.


                                                              By:________________________________
                                                              Name:______________________________
                                                              Title:_____________________________




                                                                                                                            EXHIBIT H-10














                                                       EMC MORTGAGE CORPORATION
                                                              Purchaser,

                                                         MID AMERICA BANK, FSB

                                                               Company,

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                                                     Dated as of February 1, 2006





                                              (Fixed and Adjustable Rate Mortgage Loans)



                                                           TABLE OF CONTENTS

                                                               ARTICLE I


Section 1.01     Defined Terms............................................................................1

                                                              ARTICLE II

Section 2.01     Agreement to Purchase....................................................................15
Section 2.02     Purchase Price...........................................................................15
Section 2.03     Reserved.................................................................................16
Section 2.04     Record Title and Possession of Mortgage Files;
                         Maintenance of Servicing Files...................................................16
Section 2.05     Books and Records........................................................................16
Section 2.06     Transfer of Mortgage Loans...............................................................17
Section 2.07     Delivery of Mortgage Loan Documents......................................................17
Section 2.08     Quality Control Procedures...............................................................19
Section 2.09     Near-term Principal Prepayments; Near Term Payment Defaults..............................19

                                                              ARTICLE III

Section 3.01     Representations and Warranties of the Company............................................21
Section 3.02     Representations and Warranties as to
                         Individual Mortgage Loans........................................................23
Section 3.03     Repurchase; Substitution.................................................................34
Section 3.04     Representations and Warranties of the Purchaser..........................................36

                                                              ARTICLE IV

Section 4.01     Company to Act as Servicer...............................................................38
Section 4.02     Collection of Mortgage Loan Payments.....................................................41
Section 4.03     Realization Upon Defaulted Mortgage......................................................41
Section 4.04     Establishment of Custodial Accounts;
                         Deposits in Custodial Accounts...................................................43
Section 4.05     Permitted Withdrawals from the
                         Custodial Account................................................................44
Section 4.06     Establishment of Escrow Accounts;
                         Deposits in Escrow Accounts......................................................45
Section 4.07     Permitted Withdrawals From Escrow Account................................................46
Section 4.08     Payment of Taxes, Insurance and Other
                         Charges; Maintenance of Primary Mortgage
                          Insurance Policies; Collections Thereunder......................................46
Section 4.09     Transfer of Accounts.....................................................................47
Section 4.10     Maintenance of Hazard Insurance..........................................................48
Section 4.11     Maintenance of Mortgage Impairment
                         Insurance Policy.................................................................48
Section 4.12     Fidelity Bond, Errors and Omissions
                          Insurance.......................................................................49
Section 4.13    Title, Management and Disposition of REO  Property........................................50
Section 4.14     Notification of Maturity Date............................................................51

                                                               ARTICLE V

Section 5.01     Distributions............................................................................52
Section 5.02     Statements to the Purchaser..............................................................52
Section 5.03     Monthly Advances by the Company..........................................................53
Section 5.04     Liquidation Reports......................................................................54

                                                              ARTICLE VI

Section 6.01     Assumption Agreements....................................................................55
Section 6.02     Satisfaction of Mortgages and Release
                         of Mortgage Files................................................................56
Section 6.03     Servicing Compensation...................................................................57
Section 6.04     Reserved.................................................................................57
Section 6.05     Reserved.................................................................................57
Section 6.06     Purchaser's Right to Examine Company Records.............................................57

                                                              ARTICLE VII

Section 7.01      Company Shall Provide Information as Reasonably
                          Required........................................................................57

                                                             ARTICLE VIII

Section 8.01     Indemnification; Third Party Claims......................................................59
Section 8.02     Merger or Consolidation of the Company...................................................59
Section 8.03     Limitation on Liability of the Company and Others........................................60
Section 8.04     Company Not to Assign or Resign..........................................................60
Section 8.05     No Transfer of Servicing.................................................................60


                                                              ARTICLE IX

Section 9.01     Events of Default........................................................................62
Section 9.02     Waiver of Defaults.......................................................................63

                                                               ARTICLE X

Section 10.01     Termination.............................................................................64

                                                              ARTICLE XI

Section 11.01     Successor to the Company................................................................64
Section 11.02     Amendment...............................................................................65
Section 11.03     Reserved................................................................................65
Section 11.04     Governing Law...........................................................................65
Section 11.05     Notices.................................................................................65
Section 11.06     Severability of Provisions..............................................................66
Section 11.07     Exhibits................................................................................67
Section 11.08     General Interpretive Principles.........................................................67
Section 11.09     Reproduction of Documents...............................................................67
Section 11.10     Confidentiality of Information..........................................................68
Section 11.11     Recordation of Assignment of Mortgage...................................................68
Section 11.12     Assignment..............................................................................68
Section 11.13     No Partnership..........................................................................69
Section 11.14     Signature Pages/Counterparts; Successors and Assigns....................................69
Section 11.15     Entire Agreement........................................................................69
Section 11.16     No Solicitation.........................................................................69
Section 11.17     Closing.................................................................................70
Section 11.18     Reserved................................................................................70
Section 11.19     Monthly Reporting with Respect to a Reconstitution......................................70

EXHIBITS
   A                Contents of Mortgage File
   B                Custodial Account Letter Agreement
   C                Escrow Account Letter Agreement
   D                Form of Purchase, Assignment, Assumption and Recognition Agreement
   E                Form of Trial Balance
   F                [Reserved]
   G                Request for Release of Documents and Receipt
   H                Company's Underwriting Guidelines
   I                Term Sheet
   J                Reconstituted Mortgage Loan Reporting




         This is a Purchase,  Warranties  and Servicing  Agreement,  dated as of February 1, 2006 and is executed  between EMC MORTGAGE
CORPORATION,  as Purchaser,  with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive,  Suite 200, Irving,  Texas 75038, and
Mid America Bank, fsb, with offices located at 2650 Warrenville Road, Suite 500, Downers Grove, Illinois 60515.


                                                         W I T N E S S E T H :

         WHEREAS,  the Purchaser has heretofore  agreed to purchase from the Company and the Company has  heretofore  agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;

         WHEREAS,  each of the Mortgage  Loans is secured by a mortgage,  deed of trust or other security  instrument  creating a first
lien on a residential  dwelling  located in the jurisdiction  indicated on the Mortgage Loan Schedule,  which is annexed to the related
Term Sheet; and

         WHEREAS,  the Purchaser and the Company wish to prescribe the  representations  and  warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  hereinafter  set  forth,  and for  other  good  and  valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:




                                                               ARTICLE I

                                                              DEFINITIONS

         Section 1.01  Defined Terms.

         Whenever used in this  Agreement,  the following  words and phrases,  unless the context  otherwise  requires,  shall have the
following meaning specified in this Article:

         Accepted Servicing  Practices:  With respect to any Mortgage Loan, those mortgage servicing  practices  (including  collection
procedures)  of prudent  mortgage  banking  institutions  which  service  mortgage  loans of the same type as such Mortgage Loan in the
jurisdiction  where the related  Mortgaged  Property is located,  and which are in accordance  with Fannie Mae servicing  practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.

         Adjustment  Date:  With  respect to each  adjustable  rate  Mortgage  Loan,  the date on which the Mortgage  Interest  Rate is
adjusted in accordance with the terms of the related Mortgage Note.

         Agreement:  This  Purchase,  Warranties  and  Servicing  Agreement  including  all  exhibits  hereto,  amendments  hereof  and
supplements hereto.

         Appraised  Value:  With respect to any  Mortgaged  Property,  the value  thereof as  determined  by an appraisal  made for the
originator of the Mortgage Loan at the Origination Date of the Mortgage Loan by a Qualified Appraiser.

         Assignment:  An individual  assignment  of the Mortgage,  notice of transfer or  equivalent  instrument,  in recordable  form,
sufficient  under the laws of the  jurisdiction  wherein  the  related  Mortgaged  Property is located to reflect of record the sale or
transfer of the Mortgage Loan.

         BIF:  The Bank Insurance Fund, or any successor thereto.

         Business  Day:  Any day other  than:  (i) a Saturday or Sunday,  or (ii) a legal  holiday in the State of New York or State of
Illinois,  or  (iii) a day on which  banks  in the  State of New York or State  of  Illinois  are  authorized  or  obligated  by law or
executive order to be closed.

         Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

         Code:    The Internal Revenue Code of 1986, or any successor statute thereto.

         Company:          Mid America Bank, fsb, its successors in interest and assigns, as permitted by this Agreement.

         Company's Officer's Certificate:  A certificate signed by the Chairman of the Board, President, any Vice President,  Secretary
or Treasurer of the Company  stating the date by which the Company  expects to receive any missing  documents  sent for recording  from
the applicable recording office.

         Condemnation  Proceeds:  All awards or  settlements  in respect of a  Mortgaged  Property,  whether  permanent  or  temporary,
partial or entire,  by  exercise  of the power of eminent  domain or  condemnation,  to the extent not  required  to be  released  to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

         Confirmation:  The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.

         Consumer Information:  Information  including,  but not limited to, all personal information about Mortgagors that is supplied
to the Purchaser by or on behalf of the Company.

         Co-op Lease:  With respect to a Co-op Loan,  the lease with respect to a dwelling  unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.

         Co-op  Loan:  A Mortgage  Loan  secured by the pledge of stock  allocated  to a  dwelling  unit in a  residential  cooperative
housing corporation and a collateral assignment of the related Co-op Lease.

         Current Appraised Value:   With respect to any Mortgaged  Property,  the value thereof as determined by an appraisal  made for
the Company (by a Qualified  Appraiser) at the request of a Mortgagor for the purpose of canceling a Primary Mortgage  Insurance Policy
in accordance with federal, state and local laws and regulations or otherwise made at the request of the Company or Mortgagor.

         Current LTV:      The  ratio of the  Stated  Principal  Balance  of a  Mortgage  Loan to the  Current  Appraised  Value of the
Mortgaged Property.

         Custodial  Account:  Each separate demand account or accounts  created and maintained  pursuant to Section 4.04 which shall be
entitled  "Mid America  Bank,  fsb, in trust for the  [Purchaser],  Owner of Mortgage  Loans" and shall be  established  in an Eligible
Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

         Custodian:  With respect to any Mortgage  Loan,  the entity stated on the related Term Sheet,  and its successors and assigns,
as custodian for the Purchaser.

         Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

         Determination  Date:  The 15th day (or if such 15th day is not a Business  Day, the Business Day  immediately  preceding  such
15th day) of the month of the related Remittance Date.

         Due Date:  With respect to each Mortgage  Loan,  the day of the month on which the Monthly  Payment is due on a Mortgage Loan,
exclusive of any days of grace, which is the first day of the month.

         Due Period:  With respect to any  Remittance  Date, the period  commencing on the second day of the month  preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.

         Electronic Transmission:  As defined in Section 11.14.

         Eligible Account:  An account established and maintained:  (i) within FDIC insured accounts created,  maintained and monitored
by the Company so that all funds deposited  therein are fully insured,  or (ii) as a trust account with the corporate trust  department
of a  depository  institution  or trust  company  organized  under the laws of the  United  States of  America or any one of the states
thereof or the District of Columbia which is not  affiliated  with the Company (or any  sub-servicer)  or (iii) with an entity which is
an institution  whose deposits are insured by the FDIC, the unsecured and  uncollateralized  long-term debt  obligations of which shall
be rated "A2" or higher by  Standard & Poor's and "A" or higher by Fitch,  Inc.  or one of the two  highest  short-term  ratings by any
applicable Rating Agency, and which is either (a) a federal savings  association duly organized,  validly existing and in good standing
under the federal banking laws, (b) an institution duly organized,  validly existing and in good standing under the applicable  banking
laws of any state, (c) a national banking  association under the federal banking laws, or (d) a principal  subsidiary of a bank holding
company,  or (iv) if ownership of the Mortgage Loans is evidenced by  mortgaged-backed  securities,  the equivalent required ratings of
each Rating  Agency,  and held such that the rights of the  Purchaser  and the owner of the  Mortgage  Loans  shall be fully  protected
against the claims of any creditors of the Company (or any  sub-servicer)  and of any creditors or  depositors  of the  institution  in
which such account is maintained or (v) in a separate  non-trust  account without FDIC or other  insurance in an Eligible  Institution.
In the event that a Custodial  Account is  established  pursuant to clause (iii),  (iv) or (v) of the preceding  sentence,  the Company
shall provide the Purchaser  with written notice on the Business Day following the date on which the  applicable  institution  fails to
meet the applicable ratings requirements.

         Eligible  Institution:  An institution  having (i) the highest  short-term debt rating,  and one of the two highest  long-term
debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account,  an unsecured  long-term debt rating of at least one
of the two highest unsecured long-term debt ratings of each Rating Agency.

         Equity  Take-Out  Refinanced  Mortgage  Loan:  A  Refinanced  Mortgage  Loan the  proceeds  of  which  were in  excess  of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).

         Escrow  Account:  Each  separate  trust  account or accounts  created and  maintained  pursuant to Section 4.06 which shall be
entitled "Mid America Bank, fsb, in trust for the  [Purchaser],  Owner of Mortgage Loans, and various  Mortgagors",  in the name of the
Person that is the "Purchaser" with respect to the related Mortgage Loans.

         Escrow Payments:  With respect to any Mortgage Loan, the amounts constituting ground rents, taxes,  assessments,  water rates,
sewer rents,  municipal charges,  mortgage insurance premiums,  fire and hazard insurance premiums,  condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.

         Event of Default:  Any one of the conditions or circumstances enumerated in Section 9.01.

         Fannie Mae:       The Federal National Mortgage Association, or any successor thereto.

         Fannie Mae  Guide(s):  The Fannie  Mae  Selling  Guide and the Fannie Mae  Servicing  Guide and all  amendments  or  additions
thereto.

         FDIC:  The Federal Deposit Insurance Corporation, or any successor thereto.

         FHLMC:  The Federal Home Loan Mortgage Corporation, or any successor thereto.

         FHLMC Guide:  The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.

         Fidelity Bond:  A fidelity bond to be maintained by the Company pursuant to Section 4.12.

         FIRREA:  The Financial  Institutions  Reform,  Recovery,  and Enforcement  Act of 1989, as amended,  from time to time, and in
effect.

         First  Remittance  Date:  With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.

         GAAP:  Generally accepted accounting principles in the United States of America, consistently applied.

         HUD:  The United States Department of Housing and Urban Development, or any successor thereto.

         Index:  With respect to any adjustable  rate Mortgage  Loan, the index  identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest rate thereon.

         Initial Rate Cap: With respect to each adjustable rate Mortgage Loan,  where  applicable,  the maximum increase or decrease in
the Mortgage Interest Rate on the first Adjustment Date.

         Insurance  Proceeds:  With respect to each Mortgage  Loan,  proceeds of insurance  policies  insuring the Mortgage Loan or the
related Mortgaged Property.

         Lender Paid Mortgage Insurance Rate:  A rate per annum equal to the percentage shown on the Mortgage Loan Schedule.

         Lender  Primary  Mortgage  Insurance  Policy:  Any  Primary  Mortgage  Insurance  Policy  for which  premiums  are paid by the
Company.

         Lifetime Rate Cap: With respect to each  adjustable  rate Mortgage Loan, the maximum  Mortgage  Interest Rate over the term of
such Mortgage Loan.

         Liquidation  Proceeds:  The proceeds  received in  connection  with the  liquidation  of a defaulted  Mortgage  Loan,  whether
through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

         Loan-to-Value  Ratio or LTV: With respect to any Mortgage  Loan,  the ratio of the original  outstanding  principal  amount of
the Mortgage  Loan, to (i) the Appraised  Value of the Mortgaged  Property  with respect to a Refinanced  Mortgage  Loan,  and (ii) the
lesser of the  Appraised  Value of the  Mortgaged  Property  or the Sales Price of the  Mortgaged  Property  with  respect to all other
Mortgage Loans.

         Margin:  With respect to each adjustable rate Mortgage Loan, the fixed  percentage  amount set forth in each related  Mortgage
Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.

         Monthly Advance:  The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.

         Monthly  Payment:  The scheduled  monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.

         Mortgage:  With respect to each  Mortgage  Loan,  the  mortgage,  deed of trust or other  instrument  securing a Mortgage Note
which creates a first lien or first priority ownership in an estate in fee simple in real property on the Mortgaged Property.

         Mortgage File: The Mortgage Loan Documents  pertaining to a particular  Mortgage Loan, and any additional  documents  required
to be added to the Mortgage File pursuant to this Agreement.

         Mortgage Impairment Insurance Policy:  A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.

         Mortgage  Interest Rate: The annual rate at which  interest  accrues on any Mortgage Loan,  which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.

         Mortgage  Loan:  Each mortgage loan  originally  sold to the Purchaser and subject to this Agreement  being  identified on the
Mortgage Loan Schedule  attached to the related Term Sheet,  which  Mortgage Loan includes  without  limitation  the Mortgage File, the
Monthly Payments,  Principal Prepayments,  Liquidation Proceeds,  Condemnation Proceeds,  Insurance Proceeds, REO Disposition Proceeds,
and all other rights,  benefits,  proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or
repurchased Mortgage Loans.

         Mortgage Loan Documents:  The documents listed in Exhibit A hereto pertaining to any Mortgage Loan.

         Mortgage Loan  Remittance  Rate:  With respect to each Mortgage Loan,  the annual rate of interest  remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate minus the Lender Paid Mortgage Insurance Rate.

         Mortgage Loan  Schedule:  The schedule of Mortgage  Loans annexed to the related Term Sheet,  such schedule  setting forth the
following information with respect to each Mortgage Loan sold pursuant to such Term Sheet:

         (1)      the Company's Mortgage Loan identifying number;

         (2)      the Mortgagor's first and last name;

         (3)      the street address of the Mortgaged Property including the city, state and zip code;

         (4)      a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

         (5)      the type of residential property constituting the Mortgaged Property;

         (10)     the original months to maturity of the Mortgage Loan;

         (11)     the  remaining  months to maturity  from the  related  Cut-off  Date,  based on the  original  amortization  schedule  and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;

         (8)      the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio;

         (9)      the Mortgage  Interest Rate as of origination  and as of the related  Cut-off Date;  with respect to each  adjustable
rate Mortgage Loan, the initial  Adjustment Date, the next Adjustment Date  immediately  following the related Cut-off Date, the Index,
the Margin,  the Initial Rate Cap, if any,  Periodic Rate Cap, if any, minimum  Mortgage  Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;

         (10)     the Origination Date of the Mortgage Loan;

         (11)     the stated maturity date;

         (12)     the amount of the Monthly Payment at origination;

         (13)     the amount of the Monthly Payment as of the related  Cut-off Date;

         (14)     the original principal amount of the Mortgage Loan;

         (15)     the scheduled Stated Principal  Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;

         (16)     a code  indicating  the purpose of the  Mortgage  Loan (i.e.,  purchase,  rate and term  refinance,  Equity  Take-Out
Refinanced Mortgage Loan);

         (17)     a code indicating the documentation style (i.e. full, alternative, etc.);

         (18)     the number of times during the twelve (12) month period  preceding the related  Closing Date that any Monthly Payment
has been received after the month of its scheduled Due Date;

         (19)     the date on which the first payment is or was due;

         (21)     a code indicating  whether or not the Mortgage Loan is the subject of a Primary Mortgage  Insurance Policy and the name of the
related insurance carrier;

         (21)     a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;

         (22)     the last Due Date on which a Monthly  Payment was actually  applied to the unpaid  principal  balance of the Mortgage
Loan.

         (23)     product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);

         (25)     credit score, if applicable;

         (25)     a code indicating  whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage  Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;

         (32)     a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;

         (33)     the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;

         (34)     whether such  Mortgage  Loan is a "Home Loan",  "Covered  Home Loan",  "Manufactured  Housing" or "Home  Improvement  Loan" as
defined in the New Jersey Home Ownership Security Act of 2002;

         (35)     whether the Mortgage Loan has a mandatory arbitration clause; and

         (36)     whether the Mortgage Loan is "interest-only" "negative amortization".

         With respect to the Mortgage Loans in the aggregate,  the Mortgage Loan Schedule  attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:

         (1)      the number of Mortgage Loans;

         (2)      the current aggregate outstanding principal balance of the Mortgage Loans;

         (3)      the weighted average Mortgage Interest Rate of the Mortgage Loans;

         (4)      the weighted average maturity of the Mortgage Loans; and

         (5)      the weighted average months to next Adjustment Date;

         Mortgage Note:  The original executed note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

         Mortgaged  Property:  With respect to each Mortgage  Loan,  the  underlying  real property  securing  repayment of the related
Mortgage  Note,  consisting  of a single  parcel of real estate  considered to be real estate under the laws of the state in which such
real  property is located  which may include  condominium  units and planned unit  developments,  improved by a  residential  dwelling;
except that with respect to real property  located in jurisdictions  in which the use of leasehold  estates for residential  properties
is a  widely-accepted  practice,  a  leasehold  estate of the  Mortgage,  the term of which is equal to or longer  than the term of the
Mortgage.

         Mortgagor:  With respect to each Mortgage Loan, the obligor on the related Mortgage Note.
         Nonrecoverable  Advance:  Any portion of a Monthly Advance or Servicing Advance  previously made or proposed to be made by the
Company pursuant to this Agreement,  that, in the good faith judgment of the Company,  will not or, in the case of a proposed  advance,
would not, be  ultimately  recoverable  by it from the related  Mortgagor  or the related  Liquidation  Proceeds,  Insurance  Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.

         Officers'  Certificate:  A certificate  signed by the Chairman of the Board, the Vice Chairman of the Board, the President,  a
Senior Vice  President  or a Vice  President or by the  Treasurer or the  Secretary  or one of the  Assistant  Treasurers  or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an  employee  of the party on behalf of whom the  opinion is
being given, reasonably acceptable to the Purchaser.

         Origination  Date: The date on which a Mortgage Loan funded,  which date shall not, in connection  with a Refinanced  Mortgage
Loan,  be the date of the funding of the debt being  refinanced,  but rather the closing of the debt  currently  outstanding  under the
terms of the Mortgage Loan Documents.

         OTS:  Office of Thrift Supervision, or any successor thereto.

         Pass-Through  Transfer:  Any  transaction  involving  either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly  offered or privately  placed,  rated or unrated
mortgage-backed  securities or (2) an issuance of publicly offered or privately placed,  rated or unrated  securities,  the payments on
which are determined  primarily by reference to one or more portfolios of residential  mortgage loans consisting,  in whole or in part,
of some or all of the Mortgage Loans.

         Periodic  Rate Cap:  With respect to each  adjustable  rate Mortgage  Loan,  the maximum  increase or decrease in the Mortgage
Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.

         Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and obligations  fully  guaranteed by the United States of America or any agency or
                  instrumentality  of the United States of America the  obligations of which are backed by the full faith and credit of
                  the United States of America;

         (ii)  (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
     company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
     examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
     and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
     investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
     Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;


                  (iii)  repurchase  obligations  with a term not to exceed  thirty  (30)  days and with  respect  to (a) any  security
                  described in clause (i) above and entered into with a depository  institution or trust company  (acting as principal)
                  described in clause (ii)(a) above;

                  (iv) securities  bearing interest or sold at a discount issued by any corporation  incorporated under the laws of the
                  United  States of America or any state  thereof that are rated in one of the two highest  rating  categories  by each
                  Rating Agency at the time of such  investment or  contractual  commitment  providing for such  investment;  provided,
                  however,  that securities issued by any particular  corporation will not be Permitted  Investments to the extent that
                  investments  therein will cause the then outstanding  principal  amount of securities  issued by such corporation and
                  held as Permitted  Investments to exceed 10% of the aggregate  outstanding  principal balances of all of the Mortgage
                  Loans and Permitted Investments;

                  (v) commercial paper  (including both  non-interest-bearing  discount  obligations and  interest-bearing  obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by each Rating Agency at the time of such investment;

                  (vi) any other  demand,  money market or time  deposit,  obligation,  security or  investment as may be acceptable to
                  each Rating Agency as evidenced in writing by each Rating Agency; and

                  (vii) any money market funds the collateral of which consists of  obligations  fully  guaranteed by the United States
                  of America or any agency or  instrumentality  of the United States of America the  obligations of which are backed by
                  the full faith and credit of the United  States of America  (which  may  include  repurchase  obligations  secured by
                  collateral  described  in clause (i)) and other  securities  and which money market funds are rated in one of the two
                  highest rating categories by each Rating Agency;

provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest  payments with respect to the obligations  underlying such instrument or if such security provides for payment of
both  principal  and  interest  with a yield to maturity in excess of 120% of the yield to  maturity  at par or if such  investment  or
security is purchased at a price greater than par.

         Person:  Any  individual,  corporation,  partnership,  joint venture,  association,  joint-stock  company,  limited  liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.

         Prepayment  Interest  Shortfall:  With  respect to any  Remittance  Date,  for each  Mortgage  Loan that was the  subject of a
Principal  Prepayment  during the related  Prepayment  Period,  an amount equal to the excess of one month's interest at the applicable
Mortgage Loan  Remittance Rate on the amount of such Principal  Prepayment  over the amount of interest  (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.

         Prepayment Period:         With  respect  to any  Remittance  Date,  the  calendar  month  preceding  the month in which  such
Remittance Date occurs.

         Primary  Mortgage  Insurance  Policy:  Each  primary  policy of mortgage  insurance  represented  to be in effect  pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.

         Prime Rate:  The prime rate  announced  to be in effect from time to time as  published as the average rate in the Wall Street
Journal (Northeast Edition).

         Principal  Prepayment:  Any payment or other  recovery of  principal on a Mortgage  Loan full or partial  which is received in
advance of its scheduled Due Date,  including any prepayment  penalty or premium  thereon and which is not  accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

         Purchase Price:  As defined in Section 2.02.

         Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

         Qualified  Appraiser:  An appraiser,  duly  appointed by the Company,  who had no interest,  direct or indirect in the related
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the  requirements  of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

         Qualified  Insurer:  A mortgage  insurance  company duly authorized and licensed as such under the laws of the states in which
the related Mortgaged Property is located and approved as an insurer by Fannie Mae or FHLMC.

         Rating  Agency:  Standard & Poor's,  Fitch,  Inc. or, in the event that some or all of the ownership of the Mortgage  Loans is
evidenced by  mortgage-backed  securities,  the nationally  recognized rating agencies issuing ratings with respect to such securities,
if any.

         Reconstituted Mortgage Loans:  As defined in Section 11.19.

         Reconstitution:  As defined in Section 11.18.

         Reconstitution Agreement:  As defined in Section 11.18.

         Reconstitution Date:  As defined in Section 11.18.

         Refinanced  Mortgage  Loan:  A Mortgage  Loan which was made to a  Mortgagor  who owned the  Mortgaged  Property  prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

         REMIC:  A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.

         REMIC  Provisions:  The  provisions  of the federal  income tax law relating to REMICs,  which appear at Sections 860A through
860G of the Code, and the related  provisions and regulations  promulgated  thereunder,  as the foregoing may be in effect from time to
time.

         Remittance  Date: The 18th day of any month,  beginning with the First  Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.

         REO Disposition:  The final sale by the Company of any REO Property.

         REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.

         REO Property:  A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.

         Repurchase  Price:  With respect to any Mortgage  Loan, a price equal to (i) the product of the greater of (x) 100% or (y) the
percentage  of par as stated in the  related  Term Sheet;  multiplied  by the Stated  Principal  Balance of such  Mortgage  Loan on the
repurchase  date, plus (ii) interest on such Stated  Principal  Balance at the Mortgage Loan Remittance Rate from the last date through
which  interest has been paid and  distributed  to the Purchaser to the end of the month of  repurchase,  plus,  (iii)  reasonable  and
necessary third party expenses incurred in connection with the transfer of the Mortgage Loan being  repurchased;  less amounts received
or advanced in respect of such  repurchased  Mortgage Loan which are being held in the Custodial  Account for distribution in the month
of repurchase.

         SAIF:  The Savings Association Insurance Fund, or any successor thereto.

         Sales Price:      With  respect to any Mortgage  Loan the proceeds of which were used by the  Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.

         Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of pocket"  costs and expenses  (including  reasonable
attorneys'  fees and  disbursements)  incurred in the  performance  by the Company of its  servicing  obligations,  including,  but not
limited  to,  the  cost  of (a)  the  preservation,  restoration  and  protection  of the  Mortgaged  Property,  (b)  any  enforcement,
administrative or judicial  proceedings,  or any legal work or advice specifically  related to servicing the Mortgage Loans,  including
but not limited to,  foreclosures,  bankruptcies,  condemnations,  drug seizures,  elections,  foreclosures  by subordinate or superior
lienholders,  and other legal actions  incidental to the servicing of the Mortgage  Loans  (provided  that such expenses are reasonable
and that the Company  specifies  the  Mortgage  Loan(s) to which such  expenses  relate and,  upon the  Purchaser's  request,  provides
documentation  supporting  such expense (which  documentation  would be acceptable to Fannie Mae),  and provided  further that any such
enforcement,  administrative or judicial proceeding does not arise out of a breach of any  representation,  warranty or covenant of the
Company  hereunder),  (c) the management and  liquidation  of the Mortgaged  Property if the Mortgaged  Property is acquired in full or
partial  satisfaction of the Mortgage,  (d) taxes,  assessments,  water rates,  sewer rates and other charges which are or may become a
lien upon the Mortgaged  Property,  and Primary  Mortgage  Insurance Policy premiums and fire and hazard  insurance  coverage,  (e) any
expenses  reasonably  sustained by the Company with respect to the  liquidation of the Mortgaged  Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.

         Servicing  Fee:  With respect to each  Mortgage  Loan,  the amount of the annual fee the  Purchaser  shall pay to the Company,
which shall,  for a period of one full month,  be equal to  one-twelfth of the product of (a) the Servicing Fee Rate and (b) the unpaid
principal  balance of such Mortgage Loan.  Such fee shall be payable  monthly,  computed on the basis of the same principal  amount and
period  respecting  which any related  interest  payment on a Mortgage  Loan is computed.  The  obligation  of the Purchaser to pay the
Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest  portion of such Monthly  Payment  collected by
the Company,  or as otherwise  provided under Section 4.05(iii) and in accordance with the Fannie Mae Guide(s).  Any fee payable to the
Company for  administrative  services  related to any REO  Property as  described  in Section  4.13 shall be payable  from  Liquidation
Proceeds of the related REO Property.

         Servicing Fee Rate:  As set forth in the Term Sheet.

         Servicing  File:  With  respect to each  Mortgage  Loan,  the file  retained by the Company  consisting  of  originals  of all
documents in the Mortgage File which are not delivered to the  Purchaser and copies of the Mortgage Loan  Documents  listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.

         Servicing  Officer:  Any officer of the Company  involved in, or  responsible  for, the  administration  and  servicing of the
Mortgage  Loans whose name appears on a list of servicing  officers  furnished by the Company to the Purchaser  upon  request,  as such
list may from time to time be amended.

         Stated  Principal  Balance:  As to each  Mortgage  Loan as of any date of  determination,  (i) the  principal  balance of such
Mortgage  Loan at the Cut-off Date after giving  effect to payments of principal  due on or before such date,  whether or not received,
minus (ii) all amounts  previously  distributed to the Purchaser with respect to the Mortgage Loan representing  payments or recoveries
of principal or advances in lieu thereof.

         Subservicer:   Any  subservicer  which  is  subservicing  the  Mortgage  Loans  pursuant  to  a  Subservicing  Agreement.  Any
subservicer shall meet the qualifications set forth in Section 4.01.

         Subservicing Agreement:  An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.

         Term Sheet:  A  supplemental  agreement in the form attached  hereto as Exhibit I which shall be executed and delivered by the
Company and the Purchaser to provide for the sale and servicing  pursuant to the terms of this  Agreement of the Mortgage  Loans listed
on Schedule I attached thereto,  which supplemental  agreement shall contain certain specific information relating to such sale of such
Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.

         Whole Loan Transfer:  As defined in Section 11.18.




                                                              ARTICLE II

                                       PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
                                            RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
                                                BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
                                                  DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01      Agreement to Purchase.

         From time to time,  the Company  agrees to sell and the  Purchaser  agrees to purchase the Mortgage  Loans having an aggregate
Stated  Principal  Balance  on the  related  Cut-off  Date set  forth  in the  related  Term  Sheet in an  amount  as set  forth in the
Confirmation,  or in such  other  amount as agreed by the  Purchaser  and the  Company as  evidenced  by the  actual  aggregate  Stated
Principal  Balance of the Mortgage  Loans  accepted by the  Purchaser  on the related  Closing  Date,  with  servicing  retained by the
Company.  The Company shall deliver the related  Mortgage  Loan Schedule  attached to the related Term Sheet for the Mortgage  Loans to
be  purchased on the related  Closing Date to the  Purchaser at least two (2)  Business  Days prior to the related  Closing  Date.  The
Mortgage  Loans shall be sold  pursuant to this  Agreement,  and the related Term Sheet shall be executed and  delivered on the related
Closing Date.

         Section 2.02      Purchase Price.

         The "Purchase  Price" for each Mortgage  Loan shall be the  percentage of par as stated in the related Term Sheet,  multiplied
by the Stated  Principal  Balance,  as of the related  Cut-off Date, of the Mortgage Loan listed on the related  Mortgage Loan Schedule
attached to the related Term Sheet,  after  application  of scheduled  payments of principal due on or before the related  Cut-off Date
whether or not collected.

         In addition to the Purchase Price as described  above,  the Purchaser shall pay to the Company,  at closing,  accrued interest
on the Stated  Principal  Balance of each Mortgage Loan as of the related  Cut-off Date at the Mortgage  Loan  Remittance  Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

         The Purchase Price plus accrued  interest as set forth in the preceding  paragraph  shall be paid on the related  Closing Date
by wire transfer of immediately available funds.

         The Purchaser shall be entitled to (1) all scheduled  principal due after the related  Cut-off Date, (2) all other  recoveries
of principal  collected on or after the related Cut-off Date  (provided,  however,  that all scheduled  payments of principal due on or
before the related  Cut-off Date and collected by the Company or any successor  servicer after the related Cut-off Date shall belong to
the Company),  and (3) all payments of interest on the Mortgage Loans net of applicable  Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related  Cut-off  Date).  The Stated  Principal  Balance of each Mortgage Loan as
of the related  Cut-off  Date is  determined  after  application  of payments of  principal  due on or before the related  Cut-off Date
whether or not collected,  together with any unscheduled  principal  prepayments collected prior to the related Cut-off Date; provided,
however,  that  payments of  scheduled  principal  and  interest  prepaid for a Due Date beyond the related  Cut-off  Date shall not be
applied to the principal  balance as of the related Cut-off Date.  Such prepaid  amounts (minus the applicable  Servicing Fee) shall be
the property of the  Purchaser.  The Company  shall  deposit any such prepaid  amounts into the  Custodial  Account,  which  account is
established for the benefit of the Purchaser for subsequent remittance by the Company to the Purchaser.

         Section 2.03      [Reserved]

         Section 2.04      Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

         As of the related  Closing Date, the Company sold,  transferred,  assigned,  set over and conveyed to the  Purchaser,  without
recourse,  on a servicing retained basis, and the Company hereby  acknowledges that the Purchaser has, but subject to the terms of this
Agreement  and the related  Term Sheet,  all the right,  title and interest of the Company in and to the  Mortgage  Loans.  The Company
will deliver the Mortgage  Files to the Custodian  designated by the Purchaser,  on or before the related  Closing Date, at the expense
of the  Company.  The Company  shall  maintain a Servicing  File  consisting  of a copy of the contents of each  Mortgage  File and the
originals of the  documents in each  Mortgage  File not  delivered to the  Purchaser.  The  Servicing  File shall contain all documents
necessary to service the Mortgage  Loans.  The possession of each  Servicing  File by the Company is at the will of the Purchaser,  for
the sole purpose of servicing the related  Mortgage Loan,  and such retention and possession by the Company is in a custodial  capacity
only.  From the related Closing Date, the ownership of each Mortgage Loan,  including the Mortgage Note, the Mortgage,  the contents of
the related Mortgage File and all rights,  benefits,  proceeds and obligations arising therefrom or in connection  therewith,  has been
vested in the  Purchaser.  All rights  arising out of the Mortgage  Loans  including,  but not limited to, all funds  received on or in
connection  with the Mortgage  Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession  of the Company  shall be received  and held by the  Company in trust for the benefit of the  Purchaser  as the owner of the
Mortgage  Loans.  Any portion of the  Mortgage  Files  retained by the  Company  shall be  appropriately  identified  in the  Company's
computer  system to clearly  reflect the  ownership of the Mortgage  Loans by the  Purchaser.  The Company shall release its custody of
the  contents of the  Mortgage  Files only in  accordance  with  written  instructions  of the  Purchaser,  except when such release is
required as incidental to the Company's  servicing of the Mortgage Loans or is in connection  with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

         Section 2.05       Books and Records.

         The sale of each Mortgage Loan shall be reflected on the Company's  balance sheet and other financial  statements as a sale of
assets by the Company.  The Company shall be responsible for maintaining,  and shall maintain,  a complete set of books and records for
the Mortgage Loans that shall be  appropriately  identified in the Company's  computer  system to clearly  reflect the ownership of the
Mortgage  Loan by the  Purchaser.  In  particular,  the Company  shall  maintain in its  possession,  available  for  inspection by the
Purchaser,  or its designee and shall deliver to the Purchaser upon demand,  evidence of compliance  with all federal,  state and local
laws, rules and regulations,  and requirements of Fannie Mae or FHLMC, as applicable,  including but not limited to documentation as to
the method used in determining the  applicability  of the provisions of the Flood Disaster  Protection Act of 1973, as amended,  to the
Mortgaged  Property,  documentation  evidencing  insurance coverage of any condominium  project as required by Fannie Mae or FHLMC, and
periodic  inspection  reports as required by Section  4.13.  To the extent that  original  documents  are not  required for purposes of
realization  of  Liquidation  Proceeds or Insurance  Proceeds,  documents  maintained by the Company may be in the form of microfilm or
microfiche.

         The Company shall  maintain with respect to each  Mortgage  Loan and shall make  available for  inspection by the Purchaser or
its  designee  the related  Servicing  File during the time the  Purchaser  retains  ownership  of a Mortgage  Loan and  thereafter  in
accordance with applicable laws and regulations.

         In addition to the foregoing,  the Company shall provide to any  supervisory  agents or examiners that regulate the Purchaser,
including but not limited to, the OTS, the FDIC and other similar  entities,  access,  during normal  business  hours,  upon reasonable
advance notice to the Company and without cost to the Company or such supervisory agents or examiners,  to any documentation  regarding
the Mortgage Loans that may be required by any applicable regulator.

         Section 2.06.     Transfer of Mortgage Loans.

         The Company shall keep at its servicing  office books and records in which,  subject to such reasonable  regulations as it may
prescribe,  the Company shall note transfers of Mortgage  Loans.  No transfer of a Mortgage Loan may be made unless such transfer is in
compliance  with the terms  hereof.  For the purposes of this  Agreement,  the Company  shall be under no  obligation  to deal with any
person with respect to this  Agreement or any Mortgage Loan unless a notice of the transfer of such  Mortgage  Loan has been  delivered
to the Company in  accordance  with this  Section  2.06 and the books and  records of the Company  show such person as the owner of the
Mortgage  Loan.  The  Purchaser  may,  subject to the terms of this  Agreement,  sell and transfer  one or more of the Mortgage  Loans;
provided,  however,  that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this  Agreement  and an original  counterpart  of the  instrument  of transfer in an
Assignment and Assumption of this Agreement  substantially  in the form of Exhibit D hereto executed by the transferee  shall have been
delivered to the Company.  The  Purchaser  also shall advise the Company of the transfer.  Upon receipt of notice of the transfer,  the
Company shall mark its books and records to reflect the ownership of the Mortgage  Loans of such assignee,  and the previous  Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

         Section 2.07      Delivery of Mortgage Loan Documents.

         The Company  shall deliver and release to the  Purchaser or its designee the Mortgage  Loan  Documents in accordance  with the
terms of this  Agreement  and the related Term Sheet.  The  documents  enumerated  as items (1), (2), (3), (4), (5), (6), (7), (8), (9)
and (16) in Exhibit A hereto shall be delivered by the Company to the  Purchaser or its designee no later than three (3) Business  Days
prior to the related Closing Date pursuant to a bailee letter  agreement.  All other  documents in Exhibit A hereto,  together with all
other documents  executed in connection  with the Mortgage Loan that the Company may have in its  possession,  shall be retained by the
Company in trust for the  Purchaser.  If the Company  cannot  deliver the original  recorded  Mortgage  Loan  Documents or the original
policy of title insurance,  including riders and endorsements  thereto,  on the related Closing Date, the Company shall,  promptly upon
receipt  thereof and in any case not later than 150 days from the related  Closing  Date,  deliver such original  documents,  including
original recorded  documents,  to the Purchaser or its designee (unless the Company is delayed in making such delivery by reason of the
fact that such documents shall not have been returned by the appropriate  recording  office).  If delivery is not completed  within 150
days  solely due to delays in making  such  delivery  by reason of the fact that such  documents  shall not have been  returned  by the
appropriate  recording  office,  the Company  shall deliver such  document to  Purchaser,  or its designee,  within such time period as
specified  in a Company's  Officer's  Certificate.  In the event that  documents  have not been  received by the date  specified in the
Company's Officer's  Certificate,  a subsequent Company's Officer's  Certificate shall be delivered by such date specified in the prior
Company's  Officer's  Certificate,  stating a revised date for receipt of  documentation.  The  procedure  shall be repeated  until the
documents  have been  received  and  delivered.  If  delivery  is not  completed  within 270 days  solely due to delays in making  such
delivery by reason of the fact that such  documents  shall not have been  returned by the  appropriate  recording  office,  the Company
shall  continue to use its best efforts to effect  delivery as soon as possible  thereafter,  provided  that if such  documents are not
delivered by the 330th day from the date of the related  Closing Date, the Company shall  repurchase the related  Mortgage Loans at the
Repurchase  Price in accordance with Section 3.03 hereof unless the Company provides  evidence that such  non-delivery is solely due to
delays by the appropriate recording office.

         The Company shall pay all initial  recording  fees, if any, for the  assignments  of mortgage and any other fees in connection
with the transfer of all original  documents to the  Purchaser or its designee.  The Company shall  prepare,  in recordable  form,  all
assignments  of mortgage  necessary to assign the Mortgage Loans to the  Purchaser,  or its designee.  The Company shall be responsible
for recording the assignments of mortgage as directed by the Purchaser.

         The Company shall  provide an original or duplicate  original of the title  insurance  policy to the Purchaser or its designee
within ninety (90) days of the receipt of the recorded documents  (required for issuance of such policy) from the applicable  recording
office.

         Any  review  by the  Purchaser,  or its  designee,  of the  Mortgage  Files  shall in no way  alter or  reduce  the  Company's
obligations hereunder.

         If the Purchaser or its designee  discovers any defect with respect to a Mortgage  File, the Purchaser  shall,  or shall cause
its designee to, give written  specification  of such defect to the Company which may be given in the exception  report  attached as an
exhibit to the related  Term Sheet or the  certification  delivered  pursuant to this  Section  2.07,  or  otherwise in writing and the
Company shall cure or repurchase such Mortgage Loan in accordance with Section 3.03.

         The Company shall forward to the  Purchaser,  or its designee,  original  documents  evidencing an  assumption,  modification,
consolidation  or extension of any Mortgage Loan entered into in accordance  with Section 4.01 or 6.01 within thirty (30) days of their
execution;  provided,  however, that the Company shall provide the Purchaser,  or its designee,  with a certified true copy of any such
document submitted for recordation  within thirty (30) days of its execution,  and shall provide the original of any document submitted
for recordation or a copy of such document  certified by the appropriate  public recording office to be a true and complete copy of the
original within 120 days of its submission for recordation.

         From time to time,  the Company may have a need (other than in  connection  with a payment in full,  which is  described  more
fully in Section 6.02 herein) for Mortgage Loan  Documents to be released from the  Purchaser,  or its designee.  The Purchaser  shall,
or shall  cause its  designee,  upon the  written  request of the  Company in the form  attached  hereto as Exhibit G,  within ten (10)
Business  Days,  deliver to the Company,  any  requested  documentation  previously  delivered to the Purchaser as part of the Mortgage
File,  provided that such  documentation is promptly  returned to the Purchaser,  or its designee,  when the Company no longer requires
possession of the document,  and provided that during the time that any such  documentation is held by the Company,  such possession is
in trust for the benefit of the Purchaser.

         Section 2.08      Quality Control Procedures.

         The Company must have an internal  quality  control program that verifies,  on a regular basis,  the existence and accuracy of
the legal documents,  credit documents,  property  appraisals,  and underwriting  decisions.  The program must be capable of evaluating
and monitoring the overall  quality of its loan production and servicing  activities.  The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting  principles;  guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

         Section 2.09  Near-term Principal Prepayments; Near Term Payment Defaults.



         In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months (unless such other period
is set forth in the related Confirmation and Term Sheet) after the related Closing Date, the Company shall, upon written notice
thereof from the Purchaser received by the Company within sixty (60) days of the date of such prepayment in full, remit to the
Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal
Prepayment in full.  Such remittance shall be made by the Company to the Purchaser no later than the seventh Business Day following
receipt of such notice of Principal Prepayment by the Purchaser.



           In the event either of the first three (3) scheduled  Monthly  Payments (unless such other number of Monthly Payments is set
forth in the related  Confirmation  or Term Sheet)  which are due under any Mortgage  Loan after the related  Cut-off Date are not made
during the month in which such  Monthly  Payments  are due,  then not later than seven (7) Business  Days after  written  notice to the
Company by the Purchaser (and at the  Purchaser's  sole option),  the Company,  shall  repurchase such Mortgage Loan from the Purchaser
pursuant to the repurchase  provisions  contained in Subsection 3.03.  However,  if the Company provides  evidence  satisfactory to the
Purchaser that the delinquency was due to a servicing set up error, no repurchase shall be required.






                                                              ARTICLE III

                                                   REPRESENTATIONS AND WARRANTIES OF
                                           THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

         Section 3.01      Representations and Warranties of the Company.

         The Company  represents,  warrants and  covenants to the  Purchaser  that,  as of the related  Closing Date or as of such date
specifically provided herein:

         (a) The  Company  is duly  organized,  validly  existing  and in good  standing  under  the  laws of the  jurisdiction  of its
organization  and has all  licenses  necessary  to carry out its  business as now being  conducted,  and is licensed  and  qualified to
transact  business in and is in good standing  under the laws of each state in which any Mortgaged  Property is located or is otherwise
exempt under  applicable law from such  licensing or  qualification  or is otherwise not required  under  applicable law to effect such
licensing or qualification  and no demand for such licensing or qualification  has been made upon the Company by any such state, and in
any event the Company is in material  compliance with the laws of any such state to the extent  necessary to ensure the  enforceability
of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

         (b) The Company has adequate  power and authority  and legal right to hold each Mortgage  Loan, to sell each Mortgage Loan and
to execute,  deliver and perform,  and to enter into and consummate  all  transactions  contemplated  by this Agreement and the related
Term Sheet.  The Company has duly  authorized the execution,  delivery and performance of this Agreement and the related Term Sheet and
any agreements  contemplated  hereby,  has duly executed and delivered  this  Agreement and the related Term Sheet,  and any agreements
contemplated  hereby,  and, assuming due  authorization,  execution and delivery by the Purchaser,  this Agreement and the related Term
Sheet and each Assignment to the Purchaser and any agreements  contemplated  hereby,  constitutes a legal, valid and binding obligation
of the Company,  enforceable  against it in accordance with its terms,  except as enforceability  thereof may be limited by bankruptcy,
insolvency or reorganization;
         (c) Neither the execution and delivery of this  Agreement and the related Term Sheet,  nor the  origination or purchase of the
Mortgage Loans by the Company,  the sale of the Mortgage Loans to the Purchaser,  the  consummation  of the  transactions  contemplated
hereby,  or the  fulfillment  of or compliance  with the terms and conditions of this Agreement and the related Term Sheet will violate
the  Company's  charter  or by-laws or  constitute  a default  under or result in a material  breach or  acceleration  of any  material
agreement or  instrument to which the Company is now a party or by which it is bound,  or result in the material  violation of any law,
rule,  regulation,  order,  judgment  or decree to which the  Company or its  properties  are  subject,  or impair  the  ability of the
Purchaser to enforce its rights under the Mortgage Loans.

         (d) There is no action,  suit,  proceeding or  investigation  pending or, to the best of the Company's  knowledge,  threatened
against the  Company,  or any order or decree  outstanding,  with  respect to the Company  which,  either in any one instance or in the
aggregate,  could  reasonably  be expected to have a material  adverse  effect on the  financial  condition  of the Company or seeks to
prevent the consummation, performance or enforceability of any of the transactions contemplated by this Agreement.

         (e) No consent,  approval,  authorization or order of any court or governmental  agency or body is required for the execution,
delivery  and  performance  by the Company of or  compliance  by the Company  with this  Agreement  or the related  Term Sheet,  or the
consummation  of the  transactions  contemplated  by this  Agreement  or the  related  Term  Sheet,  except  for  consents,  approvals,
authorizations and orders which have been obtained;

         (f) The  consummation of the  transactions  contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the  Company,  and the  transfer,  assignment  and  conveyance  of the Mortgage  Notes and the  Mortgages by the Company
pursuant to this  Agreement or the related Term Sheet are not subject to bulk  transfer or any similar  statutory  provisions in effect
in any applicable jurisdiction;

         (g) The  origination  and servicing  practices  used by the Company and any prior  originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance  with  applicable  laws and  regulations  and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage  origination and servicing  business.  Each Mortgage Loan is being (and
has been)  serviced in accordance  with  Accepted  Servicing  Practices  and  applicable  state and federal  laws,  including,  without
limitation,  the Federal  Truth-In-Lending  Act and other consumer  protection laws, real estate settlement  procedures,  usury,  equal
credit  opportunity and disclosure  laws. With respect to escrow deposits and payments that the Company,  on behalf of an investor,  is
entitled  to  collect,  all such  payments  are in the  possession  of,  or under the  control  of,  the  Company,  and there  exist no
deficiencies in connection  therewith for which customary  arrangements  for repayment  thereof have not been made. All escrow payments
have been  collected in full  compliance  with state and federal law and the provisions of the related  Mortgage Note and Mortgage.  As
to any Mortgage Loan that is the subject of an escrow,  escrow of funds is not  prohibited by applicable  law and has been  established
in an amount  sufficient to pay for every  escrowed item that remains  unpaid and has been assessed but is not yet due and payable.  No
escrow  deposits or other  charges or payments  due under the  Mortgage  Note have been  capitalized  under any Mortgage or the related
Mortgage Note;

         (h) The Company used no selection  procedures  that  identified  the Mortgage  Loans as being less  desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;

         (i) The Company will treat the sale of the Mortgage  Loans to the Purchaser as a sale for reporting  and  accounting  purposes
and, to the extent appropriate, for federal income tax purposes;

         (j) The Company is an  approved  seller/servicer  of  residential  mortgage  loans for Fannie  Mae,  FHLMC and HUD,  with such
facilities,  procedures  and  personnel  necessary  for the sound  servicing of such  mortgage  loans.  The Company is duly  qualified,
licensed,  registered and otherwise  authorized under all applicable  federal,  state and local laws, and  regulations,  if applicable,
meets the minimum  capital  requirements  set forth by the OTS, and is in good standing to sell mortgage loans to and service  mortgage
loans for Fannie Mae and FHLMC and no event has occurred  which would make the Company unable to comply with  eligibility  requirements
or which would require notification to either Fannie Mae or FHLMC;

         (k) The Company  does not  believe,  nor does it have any cause or reason to believe,  that it cannot  perform  each and every
covenant  contained in this  Agreement or the related  Term Sheet.  The Company is solvent and the sale of the Mortgage  Loans will not
cause the Company to become  insolvent.  The sale of the Mortgage Loans is not undertaken  with the intent to hinder,  delay or defraud
any of the Company's creditors;

         (l) No statement,  tape,  diskette,  form, report or other document prepared by, or on behalf of, the Company pursuant to this
Agreement  or the  related  Term Sheet or in  connection  with the  transactions  contemplated  hereby,  contains  or will  contain any
statement that is or will be inaccurate or misleading in any material respect;

         (m) The Company  acknowledges  and agrees that the  Servicing Fee  represents  reasonable  compensation  for  performing  such
services and that the entire  Servicing Fee shall be treated by the Company,  for accounting and tax purposes,  as compensation for the
servicing and  administration  of the Mortgage  Loans  pursuant to this  Agreement.  In the opinion of the Company,  the  consideration
received  by the  Company  upon the sale of the  Mortgage  Loans to the  Purchaser  under this  Agreement  and the  related  Term Sheet
constitutes fair consideration for the Mortgage Loans under current market conditions.

         (n) The Company has delivered to the Purchaser  financial  statements  of its parent,  for its last two complete  fiscal years
as requested.  All such  financial  information  fairly  presents the pertinent  results of operations  and financial  position for the
period  identified  and has been prepared in accordance  with GAAP  throughout the periods  involved,  except as set forth in the notes
thereto.  There has been no change in the  business,  operations,  financial  condition,  properties or assets of the Company since the
date of the Company's  financial  information that would have a material adverse effect on its ability to perform its obligations under
this Agreement; and

         (o) The  Company  has not dealt  with any  broker,  investment  banker,  agent or other  person  that may be  entitled  to any
commission or compensation in connection with the sale of the Mortgage Loans.

         Section 3.02      Representations and Warranties as to Individual Mortgage Loans.

         The Company  hereby  represents and warrants to the  Purchaser,  as to each Mortgage  Loan, as of the related  Closing Date as
follows:

          (a) The  information  set forth in the  Mortgage  Loan  Schedule  attached to the related  Term Sheet is true,  complete  and
correct in all material respects as of the related Cut-Off Date;

         (b) The Mortgage is a valid,  existing and enforceable first lien or a first priority  ownership  interest in an estate in fee
simple in real  property on the Mortgaged  Property  securing the related  Mortgage  Note subject to principles of equity,  bankruptcy,
insolvency and other laws of general application affecting the rights of creditors;

         (c) All  payments  due  prior to the  related  Cut-off  Date for such  Mortgage  Loan have been  made;  there are no  material
defaults  under the terms of the  Mortgage  Loan;  the Company has not  advanced  its own funds,  or induced,  solicited  or  knowingly
received any advance of funds from a party other than the owner of the related  Mortgaged  Property,  directly or  indirectly,  for the
payment of any amount  required by the Mortgage  Loan.  All of the Mortgage  Loans will have an actual  interest  paid to date of their
related  Cut-off Date (or later) and will be due for the scheduled  monthly  payment next  succeeding  the Cut-off Date (or later),  as
evidenced by a posting to the Company's  servicing  collection  system.  No payment  under any Mortgage Loan is delinquent  nor has any
scheduled  payment  been  delinquent  at any time during the twelve (12) months  prior to the month of the related  Closing  Date.  For
purposes of this  paragraph,  a Mortgage Loan will be deemed  delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;

         (d)  There  are no  defaults  by the  Company  in  complying  with the  terms of the  Mortgage,  and all  taxes,  governmental
assessments,  insurance  premiums,  water, sewer and municipal charges,  leasehold payments or ground rents which previously became due
and owing have been paid,  or escrow funds have been  established  in an amount  sufficient  to pay for every such  escrowed item which
remains unpaid and which has been assessed but is not yet due and payable;

         (e) The terms of the  Mortgage  Note and the  Mortgage  have not been  impaired,  waived,  altered or modified in any respect,
except by written  instruments  which have been  recorded  to the extent any such  recordation  is required by law,  or,  necessary  to
protect the interest of the  Purchaser.  No instrument of waiver,  alteration or  modification  has been executed  except in connection
with a  modification  agreement and which  modification  agreement is part of the Mortgage File and the terms of which are reflected in
the related  Mortgage  Loan  Schedule,  and no Mortgagor  has been  released,  in whole or in part,  from the terms  thereof  except in
connection  with an  assumption  agreement  and which  assumption  agreement  is part of the  Mortgage  File and the terms of which are
reflected in the related  Mortgage Loan Schedule;  the substance of any such waiver,  alteration or  modification  has been approved by
the issuer of any related Primary Mortgage  Insurance Policy,  Lender Primary Mortgage  Insurance Policy and title insurance policy, to
the extent required by the related policies;

         (f) The  Mortgage  Note and the  Mortgage  are not  subject to any right of  rescission,  set-off,  counterclaim  or  defense,
including,  without limitation,  the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right  thereunder,  render the Mortgage Note or Mortgage  unenforceable,  in whole or in part, or subject to any
right of rescission,  set-off,  counterclaim  or defense,  including the defense of usury,  and no such right of  rescission,  set-off,
counterclaim or defense has been asserted with respect thereto;

         (g) All buildings or other customarily  insured  improvements upon the Mortgaged  Property are insured by a Qualified Insurer,
against  loss by fire,  hazards of extended  coverage and such other  hazards as are provided for in the Fannie Mae or FHLMC Guide,  as
well as all additional  requirements  set forth in Section 4.10 of this  Agreement.  All such insurance  policies are in full force and
effect and contain a standard  mortgagee  clause  naming the Company and its  successors in interest and assigns as loss payee and such
clause is still in effect and all premiums due thereon have been paid.  If required by the Flood  Disaster  Protection  Act of 1973, as
amended,  the Mortgage Loan is covered by a flood insurance  policy meeting the  requirements of the current  guidelines of the Federal
Insurance  Administration which policy conforms to Fannie Mae or FHLMC requirements,  as well as all additional  requirements set forth
in Section 4.10 of this  Agreement.  Such policy was issued by a Qualified  Insurer.  The Mortgage  obligates the Mortgagor  thereunder
to maintain all such insurance at the Mortgagor's cost and expense,  and on the Mortgagor's  failure to do so, authorizes the holder of
the Mortgage to maintain such  insurance at the  Mortgagor's  cost and expense and to seek  reimbursement  therefor from the Mortgagor.
Neither the Company (nor any prior  originator  or servicer of any of the Mortgage  Loans) nor any  Mortgagor has engaged in any act or
omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement  provided for therein,  or
the validity and binding effect of either;

         (h) Each  Mortgage  Loan  complies  with,  and the  Company has  complied  with,  applicable  local,  state and federal  laws,
regulations and other requirements including, without limitation,  usury, equal credit opportunity,  real estate settlement procedures,
the Federal  Truth-In-Lending  Act,  disclosure  laws and all applicable  predatory and abusive  lending laws and  consummation  of the
transactions  contemplated hereby,  including without limitation,  the receipt of interest by the owner of such Mortgage Loan, will not
involve the  violation of any such laws,  rules or  regulations.  None of the Mortgage  Loans are (a) Mortgage  Loans subject to 12 CFR
Part 226.31,  12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation  implementing  TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended,  or (b) except as may be provided in subparagraph (c) below,  classified and/or defined,  as
a "high  cost",  "threshold",  "predatory"  "high risk home loan" or "covered"  loan (or a similarly  classified  loan using  different
terminology  under a law imposing  additional legal liability for mortgage loans having high interest rates,  points and or/fees) under
any other  applicable  state,  federal or local law including,  but not limited to, the States of Georgia,  New York,  North  Carolina,
Arkansas,  Kentucky or New Mexico,  (c)  Mortgage  Loans  subject to the New Jersey Home  Ownership  Security  Act of 2002 (the "Act"),
unless such  Mortgage  Loan is a (1) "Home Loan" as defined in the Act that is a first lien  Mortgage  Loan,  which is not a "High Cost
Home Loan" as defined in the Act or (2) "Covered Home Loan" as defined in the Act that is a first lien purchase  money  Mortgage  Loan,
which is not a High Cost Home Loan under the Act, or (d) secured by Mortgaged  Property in the  Commonwealth  of  Massachusetts  with a
loan  application  date on or after  November 7, 2004 that  refinances a mortgage loan that is less than sixty (60) months old,  unless
such Mortgage Loan (1) is on an investment  property,  (ii) meets the requirements  set forth in the Code of  Massachusetts  Regulation
("CMR"),  209  CMR  53.04(1)(b),  or  (iii)  meets  the  requirements  set  forth  in the  209  CMR  53.04(1)(c).  In  addition  to and
notwithstanding  anything to the contrary herein, no Mortgage Loan for which the Mortgaged  Property is located in New Jersey is a Home
Loan as defined in the Act that was made,  arranged,  or assigned by a person selling either a manufactured  home or home  improvements
to the  Mortgaged  Property or was made by an  originator  to whom the  Mortgagor  was referred by any such seller.  The Company  shall
maintain in its  possession,  available  for the  Purchaser's  inspection,  as  appropriate,  and shall deliver to the Purchaser or its
designee upon demand, evidence of compliance with all such requirements;

         (i) The Mortgage has not been  satisfied,  canceled or  subordinated,  in whole or in part,  or  rescinded,  and the Mortgaged
Property has not been released  from the lien of the Mortgage,  in whole or in part,  nor has any  instrument  been executed that would
effect any such release,  cancellation,  subordination  or rescission.  The Company has not waived the  performance by the Mortgagor of
any action,  if the  Mortgagor's  failure to perform such action would cause the  Mortgage  Loan to be in default,  nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;

         (j) The  Mortgage is a valid,  existing,  enforceable  and  perfected  first lien on the  Mortgaged  Property,  including  all
improvements  securing the Mortgage  Note's original  principal  balance  subject to principles of equity,  bankruptcy,  insolvency and
other laws of general  application  affecting the rights of  creditors.  The Mortgage and the Mortgage Note do not contain any evidence
of any other  security  interest or other  interest or right  thereto.  Such lien is free and clear of all  adverse  claims,  liens and
encumbrances  having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent  current real property
taxes and assessments not yet due and payable, (2) covenants,  conditions and restrictions,  rights of way, easements and other matters
of the public record as of the date of recording which are acceptable to mortgage lending  institutions  generally and either (A) which
are referred to in the lender's title insurance  policy  delivered to the originator or otherwise  considered in the appraisal made for
the  originator of the Mortgage  Loan, or (B) which do not adversely  affect the  residential  use or Appraised  Value of the Mortgaged
Property  as set  forth in such  appraisal,  and (3)  other  matters  to which  like  properties  are  commonly  subject  which do not,
individually  or in the aggregate,  materially  interfere with the benefits of the security  intended to be provided by the Mortgage or
the use, enjoyment,  value or marketability of the related Mortgaged Property.  Any security agreement,  chattel mortgage or equivalent
document  related to and delivered in connection  with the Mortgage Loan  establishes  and creates a valid,  existing,  enforceable and
perfected first lien and first priority  security  interest on the property  described  therein,  and the Company has the full right to
sell and assign the same to the Purchaser;

         (k) The Mortgage Note and the related  Mortgage are original and genuine and each is the legal,  valid and binding  obligation
of the maker thereof,  enforceable in accordance with its terms subject to principles of equity, bankruptcy,  insolvency and other laws
of general  application  affecting the rights of creditors,  and the Company has taken all action  necessary to transfer such rights of
enforceability  to the Purchaser  (as  applicable).  All parties to the Mortgage Note and the Mortgage had the legal  capacity to enter
into the  Mortgage  Loan and to execute and deliver the  Mortgage  Note and the  Mortgage.  The Mortgage  Loan  Documents  are on forms
acceptable  to Fannie Mae and FHLMC.  The Mortgage  Note and the  Mortgage  have been duly and properly  executed by such  parties.  No
fraud,  error,  omission,  misrepresentation,  negligence or similar  occurrence with respect to a Mortgage Loan has taken place on the
part of the Company or the  Mortgagor,  or on the part of any other party  involved in the  origination  or  servicing  of the Mortgage
Loan.  The proceeds of the Mortgage Loan have been fully  disbursed and there is no requirement  for future  advances  thereunder,  and
any and all  requirements  as to  completion  of any on-site or  off-site  improvements  and as to  disbursements  of any escrow  funds
therefor have been complied  with.  All costs,  fees and expenses  incurred in making or closing the Mortgage Loan and the recording of
the  Mortgage  were paid,  and the  Mortgagor  is not  entitled to any refund of any  amounts  paid or due under the  Mortgage  Note or
Mortgage;

         (l) The Company is the sole owner and holder of the Mortgage Loan and the  indebtedness  evidenced by the Mortgage  Note,  and
had full right to transfer  and sell the  Mortgage  Loan to the  Purchaser  free and clear of any  encumbrance,  equity,  participation
interests,  lien, pledge,  charge,  claim or security interest.  Upon the sale of the Mortgage Loan to the Purchaser,  the Company will
retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the  Purchaser's  designee in trust
only for the purpose of  servicing  and  supervising  the  servicing  of the  Mortgage  Loan.  Immediately  prior to the  transfer  and
assignment to the Purchaser,  the Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an assignment,  sale
or pledge to any person other than the  Purchaser,  and the Company had good and  marketable  title to and was the sole owner  thereof.
Following  the sale of the  Mortgage  Loan,  the  Purchaser  will own such  Mortgage  Loan free and clear of any  encumbrance,  equity,
participation  interest,  lien, pledge,  charge,  claim or security interest.  The Company intends to relinquish all rights to possess,
control and monitor the Mortgage  Loan,  except for purposes of servicing the Mortgage Loan as set forth in this  Agreement.  After the
related  Closing  Date,  the  Company  will not have any right to modify  or alter the terms of the sale of the  Mortgage  Loan and the
Company will not have any obligation or right to repurchase the Mortgage Loan or substitute  another Mortgage Loan,  except as provided
in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

         (m) Each Mortgage Loan is covered by an ALTA lender's title  insurance  policy or other  generally  acceptable  form of policy
or insurance  acceptable to Fannie Mae or FHLMC  (including  adjustable  rate  endorsements),  issued by a title insurer  acceptable to
Fannie Mae or FHLMC and qualified to do business in the  jurisdiction  where the Mortgaged  Property is located,  insuring  (subject to
the exceptions  contained in (j)(1), (2) and (3) above) the Company,  its successors and assigns,  as to the first priority lien of the
Mortgage in the original  principal  amount of the Mortgage Loan and, with respect to adjustable rate Mortgage Loans,  against any loss
by reason of the invalidity or  unenforceability  of the lien resulting from the provisions of the Mortgage providing for adjustment in
the  Mortgage  Interest  Rate and  Monthly  Payment.  Where  required  by state law or  regulation,  the  Mortgagor  has been given the
opportunity  to choose the carrier of the required  mortgage title  insurance.  The Company,  its  successors and assigns,  is the sole
insured of such lender's title insurance  policy,  such title insurance  policy has been duly and validly endorsed to the Purchaser (to
the extent  necessary)  or the  assignment  to the  Purchaser  of the  Company's  interest  therein  does not require the consent of or
notification to the insurer and such lender's title  insurance  policy is in full force and effect and will be in full force and effect
upon the  consummation  of the  transactions  contemplated  by this  Agreement.  No claims  have been made  under such  lender's  title
insurance policy, and no prior holder or servicer of the related Mortgage,  including the Company, nor any Mortgagor,  has done, by act
or omission, anything which would impair the coverage of such lender's title insurance policy;

         (n) There is no default,  breach,  violation or event of  acceleration  existing  under the  Mortgage or the related  Mortgage
Note and no event which,  with the passage of time or with notice and the  expiration of any grace or cure period,  would  constitute a
default,  breach,  violation  or event of  acceleration;  and neither the  Company,  nor any prior  mortgagee,  has waived any default,
breach, violation or event of acceleration;

         (o) There are no mechanics'  or similar  liens or claims which have been filed for work,  labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related  Mortgaged  Property which are or may be liens prior to
or equal to the lien of the related Mortgage;

         (p) All  improvements  subject to the Mortgage  which were  considered in  determining  the  appraised  value of the Mortgaged
Property lie wholly within the  boundaries  and building  restriction  lines of the  Mortgaged  Property (and wholly within the project
with respect to a condominium  unit) and no  improvements  on adjoining  properties  encroach upon the Mortgaged  Property except those
which are insured  against by the title insurance  policy  referred to in clause (m) above and all  improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;

         (q) Each  Mortgage Loan was  originated  by or for the Company  pursuant to, and conforms  with,  the  Company's  underwriting
guidelines  attached as Exhibit H hereto.  The Mortgage Loan bears interest at an adjustable  rate (if  applicable) as set forth in the
related  Mortgage Loan Schedule,  and Monthly  Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage  contains the usual and enforceable  provisions of the Company at the time of origination for the  acceleration of the payment
of the unpaid  principal  amount of the  Mortgage  Loan if the  related  Mortgaged  Property is sold  without the prior  consent of the
mortgagee thereunder;

         (r) The Mortgaged  Property is not subject to any material  damage.  At  origination of the Mortgage Loan there was not, since
origination  of the  Mortgage  Loan  there  has not  been,  and there  currently  is no  proceeding  pending  for the total or  partial
condemnation  of the  Mortgaged  Property.  The Company has not  received  notification  that any such  proceedings  are  scheduled  to
commence at a future date;

         (s) The related  Mortgage  contains  customary  and  enforceable  provisions  such as to render the rights and remedies of the
holder  thereof  adequate  for the  realization  against the  Mortgaged  Property of the  benefits of the  security  provided  thereby,
including,  (1) in the  case  of a  Mortgage  designated  as a deed  of  trust,  by  trustee's  sale,  and (2)  otherwise  by  judicial
foreclosure.  There is no homestead or other  exemption  available to the Mortgagor  which would  interfere  with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

         (t) If the Mortgage  constitutes a deed of trust, a trustee,  authorized  and duly qualified if required under  applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage,  and no fees or expenses,  except as
may be  required  by local  law,  are or will  become  payable  by the  Purchaser  to the  trustee  under the deed of trust,  except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;

         (u) The Mortgage  File  contains an  appraisal of the related  Mortgaged  Property  signed prior to the final  approval of the
mortgage  loan  application  by a Qualified  Appraiser,  approved by the  Company,  who had no  interest,  direct or  indirect,  in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the  requirements  of Fannie Mae or FHLMC and Title XI of the FIRREA
and the  regulations  promulgated  thereunder,  all as in effect on the date the Mortgage  Loan was  originated.  The appraisal is in a
form acceptable to Fannie Mae or FHLMC;

         (v) All parties which have had any interest in the Mortgage,  whether as mortgagee,  assignee,  pledgee or otherwise, are (or,
during the period in which they held and disposed of such  interest,  were) (A) in  compliance  with any and all  applicable  licensing
requirements  of the laws of the state wherein the Mortgaged  Property is located,  and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state,  or (3) federal  savings and loan  associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

         (w) The  related  Mortgage  Note is not and has not been  secured  by any  collateral  except  the  lien of the  corresponding
Mortgage and the security  interest of any applicable  security  agreement or chattel  mortgage  referred to above and such  collateral
does not serve as security for any other obligation;

         (x) The Mortgagor has received and has executed,  where applicable,  all disclosure  materials required by applicable law with
respect to the making of such mortgage loans;

         (y) The Mortgage Loan does not contain  balloon or "graduated  payment"  features and no Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;

         (z) The  Mortgagor  is not in  bankruptcy  and,  the  Mortgagor  is not  insolvent  and the  Company has no  knowledge  of any
circumstances  or conditions with respect to the Mortgage,  the Mortgaged  Property,  the Mortgagor or the Mortgagor's  credit standing
that could  reasonably be expected to cause  investors to regard the Mortgage Loan as an  unacceptable  investment,  cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

         (aa) Each Mortgage Loan bears  interest  based upon a thirty (30) day month and a three hundred and sixty (360) day year.  The
Mortgage Loans have an original term to maturity of not more than forty (40) years,  with interest  payable in arrears on the first day
of each month.  As to each  adjustable  rate Mortgage Loan, on each  applicable  Adjustment  Date,  the Mortgage  Interest Rate will be
adjusted to equal the sum of the Index,  plus the applicable  Margin;  provided,  that the Mortgage  Interest Rate, on each  applicable
Adjustment  Date,  will not  increase by more than the  Initial  Rate Cap or Periodic  Rate Cap, as  applicable.  Over the term of each
adjustable rate Mortgage Loan, the Mortgage  Interest Rate will not exceed such Mortgage  Loan's  Lifetime Rate Cap.  Unless  indicated
on the related  Mortgage Loan  Schedule,  none of the Mortgage  Loans are  "interest-only"  Mortgage  Loans or "negative  amortization"
Mortgage  Loans.  With respect to each adjustable rate Mortgage Loan, each Mortgage Note requires a monthly payment which is sufficient
(a) during the period prior to the first  adjustment to the Mortgage  Interest Rate, to fully amortize the original  principal  balance
over the original term thereof and to pay interest at the related  Mortgage  Interest  Rate,  and (b) during the period  following each
Adjustment  Date, to fully amortize the outstanding  principal  balance as of the first day of such period over the then remaining term
of such Mortgage Note and to pay interest at the related  Mortgage  Interest Rate.  With respect to each adjustable rate Mortgage Loan,
the Mortgage Note provides that when the Mortgage  Interest Rate changes on an Adjustment Date, the then outstanding  principal balance
will be reamortized over the remaining life of the Mortgage Loan.  Unless indicated on the related Mortgage Loan Schedule,  no Mortgage
Loan  contains  terms or  provisions  which would  result in negative  amortization.  None of the Mortgage  Loans  contain a conversion
feature which would cause the Mortgage  Interest Rate to convert to a fixed  interest  rate.  None of the Mortgage Loans are considered
agricultural loans;

         (bb)  (INTENTIONALLY LEFT BLANK)

         (cc)  (INTENTIONALLY LEFT BLANK)

         (dd)  (INTENTIONALLY LEFT BLANK)

         (ee)  (INTENTIONALLY LEFT BLANK)

         (ff)  (INTENTIONALLY LEFT BLANK)

         (gg) (INTENTIONALLY LEFT BLANK)

         (hh) In the event the Mortgage Loan had an LTV at  origination  greater than 80.00%,  the excess of the  principal  balance of
the Mortgage  Loan over 75.0% of the  Appraised  Value of the Mortgaged  Property  with respect to a Refinanced  Mortgage  Loan, or the
lesser of the Appraised  Value or the Sales Price of the Mortgaged  Property with respect to a purchase money Mortgage Loan was insured
as to payment defaults by a Primary  Mortgage  Insurance  Policy issued by a Qualified  Insurer.  Any Mortgage Loan subject to a Lender
Primary  Mortgage  Insurance Policy or a Primary Mortgage  Insurance Policy that is also subject to the Company's  captive  reinsurance
agreement  with the  applicable  insurer  shall  remain  subject to such  captive  reinsurance  agreement  between  the Company and the
applicable  insurer,  provided  that such insurer is a Qualified  Insurer.  Unless  otherwise  indicated on the related  Mortgage  Loan
Schedule,  no Mortgage  Loan has an LTV over 95%. All  provisions  of such Primary  Mortgage  Insurance  Policy have been and are being
complied  with,  such policy is in full force and effect,  and all premiums due  thereunder  have been paid.  No Mortgage Loan requires
payment of such  premiums,  in whole or in part, by the  Purchaser.  No action,  inaction,  or event has occurred and no state of facts
exists that has, or will result in the  exclusion  from,  denial of, or defense to  coverage.  Any  Mortgage  Loan subject to a Primary
Mortgage Insurance Policy obligates the Mortgagor  thereunder to maintain the Primary Mortgage  Insurance Policy,  subject to state and
federal law, and to pay all premiums and charges in connection  therewith.  No action has been taken or failed to be taken, on or prior
to the Closing  Date which has  resulted  or will  result in an  exclusion  from,  denial of, or defense to coverage  under any Primary
Mortgage  Insurance  Policy  (including,  without  limitation,  any  exclusions,  denials or  defenses  which would limit or reduce the
availability  of the timely  payment of the full amount of the loss  otherwise due  thereunder to the insured)  whether  arising out of
actions,  representations,  errors, omissions, negligence, or fraud of the Company or the Mortgagor, or for any other reason under such
coverage.  The Mortgage  Interest  Rate for the Mortgage  Loan as set forth on the related  Mortgage  Loan  Schedule is net of any such
insurance  premium.  Unless  otherwise  indicated on the related  Mortgage  Loan  Schedule,  none of the Mortgage  Loans are subject to
"lender-paid"  mortgage  insurance.  Any Mortgage Loan subject to a Lender Primary  Mortgage  Insurance Policy obligates the Company to
maintain the Lender Primary Mortgage Insurance Policy and to pay all premiums and charges in connection therewith;

         (ii) The Assignment is in recordable  form and is acceptable  for recording  under the laws of the  jurisdiction  in which the
Mortgaged Property is located;

         (jj) None of the Mortgage  Loans are secured by an interest in a leasehold  estate.  The Mortgaged  Property is located in the
state  identified in the related  Mortgage Loan Schedule and consists of a single parcel of real property with a detached single family
residence  erected  thereon,  or a townhouse,  or a two-to  four-family  dwelling,  or an individual  condominium unit in a condominium
project,  or an individual unit in a planned unit  development or a de minimis planned unit  development;  provided,  however,  that no
residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent  foundation,  or a mobile
home. Any condominium  unit or planned unit  development  conforms with the Company's  underwriting  guidelines.  As of the Origination
Date,  no portion of any  Mortgaged  Property was used for  commercial  purposes,  and since the  Origination  Date,  no portion of any
Mortgaged Property has been, or currently is, used for commercial purposes;

         (kk) Payments on the Mortgage Loan  commenced no more than sixty (60) days after the funds were  disbursed in connection  with
the Mortgage Loan.  Each of the Mortgage Loans will amortize fully by the stated maturity date;

         (ll) The Mortgage  Property was lawfully  occupied  under  applicable  law,  and all  inspections,  licenses and  certificates
required to be made or issued with  respect to all  occupied  portions  of the  Mortgaged  Property  and,  with  respect to the use and
occupancy of the same,  including but not limited to certificates of occupancy and fire  underwriting  certificates,  have been made or
obtained from the appropriate authorities;

         (mm) There is no pending  action or  proceeding  directly  involving  the  Mortgaged  Property  in which  compliance  with any
environmental  law, rule or regulation is an issue;  there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property;  and the Company has not received any notice of any environmental  hazard on the Mortgaged Property and nothing
further  remains to be done to satisfy in full all  requirements  of each such law, rule or regulation  constituting a prerequisite  to
use and enjoyment of said property;

         (nn) The  Mortgagor has not notified the Company,  and the Company has no knowledge of any relief  requested or allowed to the
Mortgagor under the Servicemembers Civil Relief Act of 2004;

         (oo) No Mortgage Loan is a  construction  or  rehabilitation  Mortgage Loan or was made to facilitate the trade-in or exchange
of a Mortgaged Property;

         (pp)     The Mortgagor for each Mortgage Loan is a natural person;

         (qq)     None of the Mortgage Loans are Co-op Loans;

         (rr)     With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;


         (ss)     With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged  Property securing such Mortgage
Loan was at least equal to 80 percent of the  original  principal  balance of such  Mortgage  Loan at the time such  Mortgage  Loan was
originated or (ii) (a) the Mortgage  Loan is only secured by the Mortgage  Property and (b)  substantially  all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property.  For the purposes of the preceding sentence,  if the
Mortgage Loan has been significantly  modified other than as a result of a default or a reasonable  foreseeable  default,  the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;

         (tt) The Mortgage  Loan was  originated  by a mortgagee  approved by the  Secretary of HUD pursuant to Sections 203 and 211 of
the National  Housing Act, a savings and loan  association,  a savings  bank, a commercial  bank,  credit union,  insurance  company or
similar institution which is supervised and examined by a federal or state authority;

         (uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

     (vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
     outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
     notices, and such adjustments do not and will not affect the priority of the Mortgage lien.  With respect to each Mortgage Loan
     which has passed its initial Adjustment Date, the Company has performed an audit of the Mortgage Loan to determine whether all
     interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage;


         (ww) Each Mortgage Note,  each Mortgage,  each Assignment and any other  documents  required  pursuant to this Agreement to be
delivered to the Purchaser or its designee,  or its assignee for each Mortgage Loan,  have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee;

         (xx) There is no Mortgage  Loan that was  originated  on or after  October 1, 2002 and before March 7, 2003,  which is secured
by property located in the State of Georgia;

         (yy)  No proceeds from any Mortgage Loan were used to finance single-premium credit insurance policies;


         (zz) No  Mortgagor  was  encouraged  or required to select a Mortgage  Loan product  offered by the Mortgage  Loan's
              originator which is a higher cost product designed for less creditworthy  Mortgagors,  unless at the time of
              the Mortgage  Loan's  origination,  such  Mortgagor did not qualify  taking into account  credit history and
              debt-to-income  ratios for a lower-cost credit product then offered by the Mortgage Loan's originator or any
              affiliate of the Mortgage Loan's  originator.  If, at the time of loan  application,  the Mortgagor may have
              qualified for a lower-cost  credit  product then offered by any mortgage  lending  affiliate of the Mortgage
              Loan's  originator,  the Mortgage Loan's originator  referred the Mortgagor's  application to such affiliate
              for underwriting consideration;

         (aaa) The  methodology  used in  underwriting  the extension of credit for each Mortgage Loan employs  objective  mathematical
principles which relate the Mortgagor's  income,  assets and liabilities (except for any Mortgage Loan which does not require statement
of income or assets) to the proposed payment and such  underwriting  methodology does not rely on the extent of the Mortgagor's  equity
in the collateral as the principal  determining  factor in approving such credit  extension.  Such underwriting  methodology  confirmed
that at the time of origination  (application/approval)  the Mortgagor had a reasonable ability to make timely payments on the Mortgage
Loan;

         (bbb) With  respect to any  Mortgage  Loan that  contains a provision  permitting  imposition  of a premium  upon a prepayment
prior to maturity:  (i) prior to the loan's  origination,  the  Mortgagor  agreed to such  premium in exchange for a monetary  benefit,
including but not limited to a rate or fee  reduction,  (ii) prior to the loan's  origination,  the Mortgagor was offered the option of
obtaining a mortgage loan that did not require  payment of such a premium,  (iii) the prepayment  premium is disclosed to the Mortgagor
in the loan  documents  pursuant  to  applicable  state and  federal  law,  and (iv)  notwithstanding  any state or federal  law to the
contrary,  the Company shall not impose such  prepayment  premium in any instance when the Mortgage is accelerated as the result of the
Mortgagor's default in making the loan payments;

         (ccc) No  Mortgagor  was  required  to  purchase  any credit  life,  disability,  accident  or health  insurance  product as a
condition of obtaining the extension of credit. No Mortgagor obtained a prepaid  single-premium  credit life,  disability,  accident or
health insurance  policy in connection with the origination of the Mortgage Loan;

         (ddd) The Company will  transmit  full-file  credit  reporting  data for each Mortgage Loan pursuant to the Fannie Mae Selling
  Guide and that for each Mortgage Loan, the Company  agrees it shall report one of the following  statuses each month as follows:  new
  origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

         (eee) With respect to any Mortgage Loan  originated on or after August 1, 2004,  neither the related  Mortgage nor the related
Mortgage  Note  requires the  Mortgagor to submit to  arbitration  to resolve any dispute  arising out of or relating in any way to the
Mortgage Loan;

         (fff) No Mortgage Loan is secured by Mortgaged  Property in the Commonwealth of Massachusetts  with a loan application date on
or after  November 7, 2004 that  refinances a mortgage  loan that is less than sixty (60) months old,  unless such Mortgage Loan (1) is
on an  investment  property,  (ii)  meets  the  requirements  set  forth  in the  Code of  Massachusetts  Regulation  ("CMR"),  209 CMR
53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);

         (ggg)  For any Mortgage  Loan with  Mortgaged  Property  located in Texas which is a second lien and the  interest  rate is in
excess of 10% where terms of the Mortgage Note contain a provision  for which the  Mortgagor  may be entitled to prepaid  interest upon
payoff,  no Mortgagor paid any  administrative  fees,  points,  or loan  origination  fees which would  actually  result in any prepaid
interest being due the Mortgagor under the terms of the Mortgage Note; and

         (hhh)    The  Company  has  complied  with all  applicable  anti-money  laundering  laws and  regulations,  including  without
limitation the USA Patriot Act of 2001  (collectively,  the Anti-Money  Laundering  Laws").  The Company has  established an anti-money
laundering  compliance  program as required by the  Anti-Money  Laundering  Laws  and has  conducted  the  requisite  due  diligence in
connection  with the  origination  of each Mortgage  Loan for the purposes of the  Anti-Money  Laundering  Laws.   The Company  further
represents that it takes reasonable  efforts to determine whether  any Mortgagor  appears on any list of blocked or prohibited  parties
designated by the U.S. Department of Treasury.

         Section 3.03      Repurchase; Substitution.

         It is understood  and agreed that the  representations  and  warranties  set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage  Loans and delivery of the Mortgage  Loan  Documents to the  Purchaser,  or its  designee,  and shall inure to the
benefit of the  Purchaser,  notwithstanding  any  restrictive  or qualified  endorsement  on any  Mortgage  Note or  Assignment  or the
examination,  or lack of  examination,  of any Mortgage File.  Upon discovery by either the Company or the Purchaser of a breach of any
of the  foregoing  representations  and  warranties  which  materially  and  adversely  affects the value of the Mortgage  Loans or the
interest of the Purchaser in any Mortgage Loan, the party  discovering  such breach shall give prompt written notice to the other.  The
Company  shall have a period of sixty (60) days from the earlier of its  discovery  or its receipt of notice of any such breach  within
which to correct or cure such  breach.  The Company  hereby  covenants  and agrees that if any such  breach is not  corrected  or cured
within such sixty day period,  the Company  shall,  at the  Purchaser's  option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach,  repurchase  such Mortgage Loan at the Repurchase  Price or, with the  Purchaser's  prior consent
and at  Purchaser's  sole option,  substitute a Mortgage  Loan as provided  below.  In the event that any such breach shall involve any
representation  or warranty  set forth in Section  3.01,  and such breach is not cured  within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach,  all Mortgage Loans shall, at the option of the Purchaser,  be repurchased by the
Company at the  Repurchase  Price.  Any such  repurchase  shall be  accomplished  by wire transfer of  immediately  available  funds to
Purchaser in the amount of the Repurchase Price.

         If the  Company is required to  repurchase  any  Mortgage  Loan  pursuant to this  Section  3.03,  the Company  may,  with the
Purchaser's  prior  consent and at the  Purchaser's  sole option,  within ninety (90) days from the related  Closing Date,  remove such
defective  Mortgage Loan from the terms of this Agreement and  substitute  another  mortgage loan for such defective  Mortgage Loan, in
lieu of  repurchasing  such  defective  Mortgage  Loan. Any  substitute  Mortgage Loan is subject to the Purchaser  acceptability.  Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date.

         The Company shall amend the related  Mortgage Loan Schedule to reflect the  withdrawal of the removed  Mortgage Loan from this
Agreement and the  substitution  of such  substitute  Mortgage  Loan  therefor.  Upon such  amendment,  the Purchaser  shall review the
Mortgage File delivered to it relating to the substitute  Mortgage Loan. In the event of such a substitution,  accrued  interest on the
substitute  Mortgage Loan for the month in which the substitution  occurs and any Principal  Prepayments made thereon during such month
shall be the property of the Purchaser  and accrued  interest for such month on the Mortgage  Loan for which the  substitution  is made
and any  Principal  Prepayments  made  thereon  during such month shall be the  property of the  Company.  The  principal  payment on a
substitute  Mortgage  Loan due on the Due Date in the month of  substitution  shall be the  property of the  Company and the  principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

         For any month in which the Company is  permitted  to  substitute  one or more  substitute  Mortgage  Loans,  the Company  will
determine the amount (if any) by which the aggregate  Stated  Principal  Balance  (after  application  of the principal  portion of all
scheduled  payments due in the month of  substitution)  of all the substitute  Mortgage Loans in the month of substitution is less then
the aggregate  Stated  Principal  Balance  (after  application  of the principal  portion of the scheduled  payment due in the month of
substitution)  of the such replaced  Mortgage  Loan. An amount equal to the aggregate of such  deficiencies  described in the preceding
sentence for any Remittance  Date shall be deposited  into the Custodial  Account by the Company on the related  Determination  Date in
the month following the calendar month during which the substitution occurred.

         It is  understood  and agreed that the  obligation  of the  Company  set forth in this  Section  3.03 to cure,  repurchase  or
substitute  for a defective  Mortgage Loan,  and to indemnify the Purchaser  pursuant to Section 8.01,  constitute the sole remedies of
the Purchaser  respecting a breach of the foregoing  representations  and warranties.  If the Company fails to repurchase or substitute
for a defective  Mortgage Loan in accordance  with this Section  3.03,  or fails to cure a defective  Mortgage Loan to the  Purchaser's
reasonable  satisfaction  in accordance  with this Section 3.03, or to indemnify the Purchaser  pursuant to Section 8.01,  that failure
shall be an Event of Default and the  Purchaser  shall be entitled  to pursue all  remedies  available  in this  Agreement  as a result
thereof.  No provision of this paragraph  shall affect the rights of the Purchaser to terminate this Agreement for cause,  as set forth
in Sections 10.01 and 11.01.

         Any cause of action against the Company  relating to or arising out of the breach of any  representations  and warranties made
in Sections  3.01 and 3.02 shall  accrue as to any  Mortgage  Loan upon (i) the earlier of  discovery  of such breach by the Company or
notice  thereof by the Purchaser to the Company,  (ii) failure by the Company to cure such breach or  repurchase  such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

         In the event that any Mortgage  Loan is held by a REMIC,  notwithstanding  any  contrary  provision  of this  Agreement,  with
respect to any  Mortgage  Loan that is not in default or as to which no default is imminent,  no  substitution  pursuant to  Subsection
3.03 shall be made after the  applicable  REMIC's  "start up day" (as defined in Section  860G(a) (9) of the Code),  unless the Company
has obtained an Opinion of Counsel to the effect that such  substitution  will not (i) result in the imposition of taxes on "prohibited
transactions"  of such REMIC (as defined in Section  860F of the Code) or  otherwise  subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.

         Section 3.04      Representations and Warranties of the Purchaser.

         The  Purchaser  represents,  warrants and  covenants to the Company  that,  as of the related  Closing Date or as of such date
specifically provided herein:

(c)      The  Purchaser  is a  corporation,  dully  organized  validly  existing  and in good  standing  under the laws of the State of
Delaware and is qualified to transact  business in, is in good standing  under the laws of, and  possesses  all licenses  necessary for
the conduct of its business in, each state in which any  Mortgaged  Property is located or is  otherwise  exempt or not required  under
applicable law to effect such qualification or license;

(d)      The  Purchaser  has full power and  authority to hold each  Mortgage  Loan,  to purchase  each  Mortgage Loan pursuant to this
Agreement  and the  related  Term Sheet and to  execute,  deliver  and  perform,  and to enter  into and  consummate  all  transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently  conducted,  has duly authorized the
execution,  delivery and  performance of this Agreement and the related Term Sheet,  has duly executed and delivered this Agreement and
the related Term Sheet;

         (c)      None of the execution and delivery of this Agreement and the related Term Sheet,  the purchase of the Mortgage Loans,
the consummation of the  transactions  contemplated  hereby,  or the fulfillment of or compliance with the terms and conditions of this
Agreement  and the related Term Sheet will conflict with any of the terms,  conditions  or  provisions  of the  Purchaser's  charter or
by-laws  or  materially  conflict  with or result in a material  breach of any of the  terms,  conditions  or  provisions  of any legal
restriction  or any agreement or  instrument to which the Purchaser is now a party or by which it is bound,  or constitute a default or
result in an  acceleration  under any of the  foregoing,  or result in the material  violation  of any law,  rule,  regulation,  order,
judgment or decree to which the Purchaser or its property is subject;

         (d)      There is no  litigation,  suit,  proceeding or  investigation  pending or to the best of the  Purchaser's  knowledge,
threatened  against the Purchaser,  or any order or decree with respect to the Purchaser which is reasonably  likely to have a material
adverse effect on the purchase of the related  Mortgage  Loans,  the execution,  delivery or  enforceability  of this Agreement and the
related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser;

         (e)      No  consent,  approval,  authorization  or order of any  court or  governmental  agency or body is  required  for the
execution,  delivery and  performance  by the  Purchaser of or compliance  by the  Purchaser  with this  Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the  consummation of the transactions  contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;

         (f)      The  consummation  of the  transactions  contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;

         (h)      The Purchaser  will treat the purchase of the Mortgage  Loans from the Company as a purchase for  reporting,  tax and
accounting purposes; and

         (i)      The  Purchaser  does not believe,  nor does it have any cause or reason to believe,  that it cannot  perform each and
every of its covenants contained in this Agreement and the related Term Sheet.

         The Purchaser shall indemnify the Company and hold it harmless against any claims,  proceedings,  losses, damages,  penalties,
fines,  forfeitures,  reasonable and necessary legal fees and related costs,  judgments,  and other costs and expenses resulting from a
breach by the Purchaser of the  representations  and  warranties  contained in this Section 3.04. It is understood  and agreed that the
obligations  of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided  herein  constitute  the sole remedies
of the Company respecting a breach of the foregoing representations and warranties.




                                                              ARTICLE IV

                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 4.01      Company to Act as Servicer.

         The Company,  as independent  contract  servicer,  shall service and  administer  the Mortgage  Loans in accordance  with this
Agreement and the related Term Sheet and with Accepted Servicing Practices,  and shall have full power and authority,  acting alone, to
do or cause to be done any and all things in connection  with such  servicing and  administration  which the Company may deem necessary
or desirable and  consistent  with the terms of this  Agreement and the related Term Sheet and with  Accepted  Servicing  Practices and
exercise the same care that it  customarily  employs for its own account.  Except as set forth in this  Agreement  and the related Term
Sheet,  the Company  shall  service the Mortgage  Loans in strict  compliance  with the  servicing  provisions of the Fannie Mae Guides
(special  servicing  option),  which include,  but are not limited to,  provisions  regarding the  liquidation of Mortgage  Loans,  the
collection of Mortgage Loan payments,  the payment of taxes,  insurance and other charges,  the maintenance of hazard  insurance with a
Qualified  Insurer,  the  maintenance  of mortgage  impairment  insurance,  the  maintenance  of fidelity bond and errors and omissions
insurance,  inspections,  the restoration of Mortgaged  Property,  the maintenance of Primary  Mortgage  Insurance  Policies and Lender
Primary Mortgage Insurance Policies,  insurance claims, the title,  management and disposition of REO Property,  permitted  withdrawals
with respect to REO Property,  liquidation  reports,  and reports of foreclosures and abandonments of Mortgaged Property,  the transfer
of Mortgaged  Property,  the release of Mortgage Files, annual statements,  and examination of records and facilities.  In the event of
any conflict,  inconsistency  or discrepancy  between any of the servicing  provisions of this Agreement and the related Term Sheet and
any of the servicing  provisions of the Fannie Mae Guides,  the  provisions of this  Agreement and the related Term Sheet shall control
and be binding upon the Purchaser and the Company.

         Consistent  with the terms of this  Agreement  and the related Term Sheet,  the Company may waive,  modify or vary any term of
any  Mortgage  Loan or consent to the  postponement  of any such term or in any manner  grant  indulgence  to any  Mortgagor  if in the
Company's reasonable and prudent determination such waiver,  modification,  postponement or indulgence is not materially adverse to the
Purchaser,  provided,  however, that unless the Company has obtained the prior written consent of the Purchaser,  the Company shall not
permit any  modification  with respect to any Mortgage Loan that would change the Mortgage  Interest  Rate,  defer for more than ninety
(90) days or forgive any payment of principal or interest,  reduce or increase the  outstanding  principal  balance  (except for actual
payments of principal) or change the final  maturity date on such Mortgage Loan. In the event of any such  modification  which has been
agreed to in writing by the  Purchaser  and which  permits the deferral of interest or principal  payments on any  Mortgage  Loan,  the
Company  shall,  on the Business Day  immediately  preceding the  Remittance  Date in any month in which any such principal or interest
payment has been  deferred,  deposit in the Custodial  Account from its own funds,  in accordance  with Section  4.04,  the  difference
between (a) such month's  principal and one month's  interest at the Mortgage Loan Remittance Rate on the unpaid  principal  balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor.  The Company shall be entitled to  reimbursement  for such advances to the
same extent as for all other advances  pursuant to Section 4.05.  Without  limiting the generality of the foregoing,  the Company shall
continue,  and is hereby  authorized  and  empowered,  to  prepare,  execute  and  deliver on behalf of itself and the  Purchaser,  all
instruments of  satisfaction or  cancellation,  or of partial or full release,  discharge and all other  comparable  instruments,  with
respect to the Mortgage  Loans and with respect to the Mortgaged  Properties.  Notwithstanding  anything  herein to the  contrary,  the
Company may not enter into a forbearance  agreement or similar  arrangement  with respect to any Mortgage Loan which runs more than 180
days after the first  delinquent  Due Date.  Any such  agreement  shall be approved by the Purchaser  and, if required,  by the Primary
Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance Policy insurer, if required.

         Notwithstanding  anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through  Transfer,
the Company (a) with respect to such Mortgage  Loan,  shall not permit any  modification  with respect to such Mortgage Loan that would
change the Mortgage  Interest  Rate and (b) shall not (unless the  Mortgagor is in default with respect to such  Mortgage  Loan or such
default is, in the judgment of the Company,  reasonably  foreseeable) make or permit any modification,  waiver or amendment of any term
of such  Mortgage  Loan that would both (i) effect an exchange or  reissuance  of such Mortgage Loan under Section 1001 of the Code (or
Treasury  regulations  promulgated  thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.

         Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through  Transfer,  which is not  contemplated
under the terms of this  Agreement,  the Company  will  obtain an Opinion of Counsel  acceptable  to the  trustee in such  Pass-Through
Transfer with respect to whether such action could result in the  imposition of a tax upon any REMIC  (including but not limited to the
tax on  prohibited  transactions  as defined in Section  860F(a)(2)  of the Code and the tax on  contributions  to a REMIC set forth in
Section  860G(d) of the  Code)(either  such event,  an "Adverse  REMIC  Event"),  and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.

         The Company  shall not permit the creation of any  "interests"  (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any  arrangement by which a REMIC will receive a fee or other  compensation  for services nor permit a
REMIC to receive any income from assets other than  "qualified  mortgages"  as defined in Section  860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

         In servicing  and  administering  the Mortgage  Loans,  the Company  shall employ  Accepted  Servicing  Practices,  giving due
consideration  to the  Purchaser's  reliance on the Company.  Unless a different time period is stated in this Agreement or the related
Term Sheet,  the  Purchaser  shall be deemed to have given  consent in connection  with a particular  matter if the Purchaser  does not
affirmatively  grant or deny consent within five (5) Business Days from the date the Purchaser  receives a second  written  request for
consent for such matter from the Company as servicer.

         The Mortgage Loans may be subserviced  by a Subservicer  on behalf of the Company  provided that the  Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact  business,  and licensed to service
mortgage  loans,  in the state or states where the related  Mortgaged  Properties it is to service are  situated,  if and to the extent
required by applicable law to enable the Subservicer to perform its obligations  hereunder and under the  Subservicing  Agreement,  and
in either case shall be a FHLMC or Fannie Mae approved  mortgage  servicer in good standing,  and no event has occurred,  including but
not limited to a change in  insurance  coverage,  which would make it unable to comply with the  eligibility  requirements  for lenders
imposed by Fannie Mae or for  seller/servicers  imposed by Fannie Mae or FHLMC,  or which would require  notification  to Fannie Mae or
FHLMC.  In addition,  each  Subservicer  will obtain and preserve its  qualifications  to do business as a foreign  corporation and its
licenses to service  mortgage loans, in each  jurisdiction  in which such  qualifications  and/or licenses are or shall be necessary to
protect the validity and  enforceability  of this  Agreement,  or any of the Mortgage Loans and to perform or cause to be performed its
duties  under the related  Subservicing  Agreement.  The Company may perform any of its  servicing  responsibilities  hereunder  or may
cause the  Subservicer  to perform any such servicing  responsibilities  on its behalf,  but the use by the Company of the  Subservicer
shall not release the Company from any of its  obligations  hereunder and the Company shall remain  responsible  hereunder for all acts
and  omissions of the  Subservicer  as fully as if such acts and  omissions  were those of the Company.  The Company shall pay all fees
and expenses of the Subservicer  from its own funds,  and the  Subservicer's  fee shall not exceed the Servicing Fee. The Company shall
notify the Purchaser promptly in writing upon the appointment of any Subservicer.

         At the cost and expense of the Company,  without any right of reimbursement from the Custodial  Account,  the Company shall be
entitled  to  terminate  the rights and  responsibilities  of the  Subservicer  and arrange for any  servicing  responsibilities  to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph;  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Company,  at the  Company's  option,  from  electing to service the related  Mortgage
Loans itself.  In the event that the Company's  responsibilities  and duties under this  Agreement are  terminated  pursuant to Section
4.03,  4.13,  8.04, 9.01 or 10.01 and if requested to do so by the Purchaser,  the Company shall at its own cost and expense  terminate
the rights and  responsibilities of the Subservicer  effective as of the date of termination of the Company.  The Company shall pay all
fees, expenses or penalties  necessary in order to terminate the rights and  responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.

         Notwithstanding  any of the provisions of this Agreement  relating to agreements or  arrangements  between the Company and the
Subservicer or any reference  herein to actions taken through the  Subservicer  or otherwise,  the Company shall not be relieved of its
obligations  to the  Purchaser  and shall be obligated to the same extent and under the same terms and  conditions  as if it alone were
servicing and  administering  the Mortgage  Loans.  The Company shall be entitled to enter into an agreement with the  Subservicer  for
indemnification  of the Company by the  Subservicer  and nothing  contained in this  Agreement  shall be deemed to limit or modify such
indemnification.  The Company will  indemnify and hold the Purchaser  harmless from any loss,  liability or expense  arising out of its
use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

         Any  Subservicing  Agreement and any other  transactions or services  relating to the Mortgage Loans involving the Subservicer
shall be deemed to be  between  the  Subservicer  and the  Company  alone,  and the  Purchaser  shall  have no  obligations,  duties or
liabilities with respect to the Subservicer  including no obligation,  duty or liability of the Purchaser to pay the Subservicer's fees
and expenses.  For purposes of  distributions  and advances by the Company  pursuant to this Agreement,  the Company shall be deemed to
have received a payment on a Mortgage Loan when the Subservicer has received such payment.

         Section 4.02      Collection of Mortgage Loan Payments.

         Continuously  from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement,  the Company will
proceed  diligently to collect all payments due under each  Mortgage Loan when the same shall become due and payable and shall,  to the
extent such procedures  shall be consistent  with this Agreement,  Accepted  Servicing  Practices,  and the terms and provisions of any
related Primary  Mortgage  Insurance  Policy and Lender Primary  Mortgage  Insurance  Policy,  follow such collection  procedures as it
follows with respect to mortgage loans  comparable to the Mortgage Loans and held for its own account.  Further,  the Company will take
special care in  ascertaining  and estimating  annual escrow  payments,  and all other charges that, as provided in the Mortgage,  will
become due and payable,  so that the  installments  payable by the  Mortgagors  will be sufficient to pay such charges as and when they
become due and payable.

         In no event will the Company waive its right to any  prepayment  penalty or premium  without the prior written  consent of the
Purchaser and the Company will use diligent  efforts to collect same when due except as otherwise  provided in the  prepayment  penalty
provisions provided in the Mortgage Loan Documents.

         Section 4.03      Realization Upon Defaulted Mortgage.

         The Company shall use its best efforts,  consistent  with the procedures that the Company would use in servicing loans for its
own account,  consistent  with Accepted  Servicing  Practices,  any Primary  Mortgage  Insurance  Policies and Lender Primary  Mortgage
Insurance  Policies  and the best  interest of the  Purchaser,  to  foreclose  upon or otherwise  comparably  convert the  ownership of
properties  securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory  arrangements  can
be made for  collection of delinquent  payments  pursuant to Section 4.01.  Foreclosure  or comparable  proceedings  shall be initiated
within  ninety (90) days of default for Mortgaged  Properties  for which no  satisfactory  arrangements  can be made for  collection of
delinquent  payments,  subject to state and  federal  law and  regulation.  The  Company  shall use its best  efforts  to realize  upon
defaulted  Mortgage Loans in such manner as will maximize the receipt of principal and interest by the Purchaser,  taking into account,
among other things,  the timing of foreclosure  proceedings.  The foregoing is subject to the  provisions  that, in any case in which a
Mortgaged  Property  shall have suffered  damage,  the Company shall not be required to expend its own funds toward the  restoration of
such property  unless it shall determine in its discretion (i) that such  restoration  will increase the proceeds of liquidation of the
related  Mortgage  Loan to the  Purchaser  after  reimbursement  to itself  for such  expenses,  and (ii) that  such  expenses  will be
recoverable by the Company through Insurance Proceeds or Liquidation  Proceeds from the related Mortgaged Property,  as contemplated in
Section  4.05.  The  Company  shall  obtain  prior  approval of the  Purchaser  as to repair or  restoration  expenses in excess of ten
thousand dollars  ($10,000).  The Company shall notify the Purchaser in writing of the commencement of foreclosure  proceedings and not
less than five (5) days prior to the acceptance or rejection of any offer of  reinstatement.  The Company shall be responsible  for all
costs and expenses incurred by it in any such proceedings or functions;  provided,  however, that it shall be entitled to reimbursement
thereof from the related  property,  as contemplated in Section 4.05.  Notwithstanding  anything to the contrary  contained  herein, in
connection  with a  foreclosure  or  acceptance  of a deed in lieu of  foreclosure,  in the event the Company has  reasonable  cause to
believe that a Mortgaged  Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser  otherwise  requests
an  environmental  inspection  or review of such  Mortgaged  Property,  such an  inspection or review is to be conducted by a qualified
inspector at the  Purchaser's  expense.  Upon  completion of the  inspection,  the Company shall promptly  provide the Purchaser with a
written report of the environmental  inspection.  After reviewing the environmental  inspection  report,  the Purchaser shall determine
how the Company shall proceed with respect to the Mortgaged Property.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as  servicer of any  Mortgage  Loan which  becomes  ninety (90) days or greater  delinquent  in payment of a scheduled  Monthly
Payment,  without  payment of any termination fee with respect  thereto,  provided that the Company shall on the date said  termination
takes  effect be  reimbursed  for any  unreimbursed  Monthly  Advances of the  Company's  funds made  pursuant to Section  5.03 and any
unreimbursed  Servicing  Advances and Servicing Fees in each case relating to the Mortgage Loan  underlying  such  delinquent  Mortgage
Loan  notwithstanding  anything to the contrary set forth in Section  4.05.  In the event of any such  termination,  the  provisions of
Section 11.01 hereof shall apply to said  termination  and the transfer of servicing  responsibilities  with respect to such delinquent
Mortgage Loan to the Purchaser or its designee.

         In the event that a Mortgage  Loan becomes part of a REMIC,  and becomes REO Property,  such property  shall be disposed of by
the Company,  with the consent of the  Purchaser as required  pursuant to this  Agreement,  before the close of the third  taxable year
following  the taxable year in which the Mortgage Loan became an REO  Property,  unless the Company  provides to the trustee under such
REMIC an Opinion of Counsel to the effect that the  holding of such REO  Property  subsequent  to the close of the third  taxable  year
following  the  taxable  year in which the  Mortgage  Loan  became an REO  Property,  will not  result  in the  imposition  of taxes on
"prohibited  transactions"  as defined in Section 860F of the Code, or cause the  transaction to fail to qualify as a REMIC at any time
that  certificates  are  outstanding.  The  Company  shall  manage,  conserve,  protect  and  operate  each such REO  Property  for the
certificateholders  solely for the purpose of its prompt  disposition  and sale in a manner which does not cause such  property to fail
to qualify as  "foreclosure  property"  within the meaning of Section  860F(a)(2)(E)  of the Code, or any "net income from  foreclosure
property"  which is subject to taxation  under the REMIC  provisions of the Code.  Pursuant to its efforts to sell such  property,  the
Company shall either itself or through an agent  selected by the Company,  protect and conserve such property in the same manner and to
such an extent as is  customary  in the  locality  where such  property is located.  Additionally,  the Company  shall  perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.

         Section 4.04      Establishment of Custodial Accounts; Deposits in Custodial Accounts.

         The Company shall segregate and hold all funds  collected and received  pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial  Accounts.  The Custodial  Account shall
be an Eligible Account.  Funds shall be deposited in the Custodial Account within  twenty-four (24) hours of receipt,  and shall at all
times be insured by the FDIC up to the FDIC  insurance  limits,  or must be invested in  Permitted  Investments  for the benefit of the
Purchaser.  Funds  deposited in the Custodial  Account may be drawn on by the Company in accordance  with Section 4.05. The creation of
any  Custodial  Account  shall be  evidenced by a letter  agreement in the form shown in Exhibit B hereto.  The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

         The  Company  shall  deposit in the  Custodial  Account on a daily  basis,  and retain  therein  the  following  payments  and
collections  received or made by it  subsequent  to the Cut-off  Date,  or received by it prior to the Cut-off Date but  allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

         (i)      all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

         (ii)     all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

         (iii)    all Liquidation Proceeds;

         (iv)     any amounts required to be deposited by the Company in connection with any REO Property  pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;

         (v)      all Insurance  Proceeds  including  amounts required to be deposited  pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the  restoration  or repair of the Mortgaged  Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

         (vi)     all  Condemnation  Proceeds  affecting any Mortgaged  Property  which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;

         (vii)    any Monthly Advances;

         (viii)   with respect to each full or partial Principal Prepayment,  any Prepayment Interest Shortfalls,  to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;

         (ix)     any amounts  required to be  deposited  by the Company  pursuant to Section 4.10 in  connection  with the  deductible
clause in any blanket  hazard  insurance  policy,  such  deposit  shall be made from the  Company's  own funds,  without  reimbursement
therefor; and

         (x)      any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

         The foregoing  requirements  for deposit in the Custodial  Account shall be exclusive,  it being  understood  and agreed that,
without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the extent
permitted by Section 6.01,  need not be deposited by the Company in the  Custodial  Account.  Any interest  paid on funds  deposited in
the Custodial  Account by the  depository  institution  shall accrue to the benefit of the Company and the Company shall be entitled to
retain and withdraw such interest from the Custodial Account pursuant to Section  4.05(iv).  The Purchaser shall not be responsible for
any losses suffered with respect to investment of funds in the Custodial Account.

         Section 4.05      Permitted Withdrawals From the Custodial Account.

         The Company may, from time to time, withdraw from the Custodial Account for the following purposes:

         (i)      to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

         (ii)     to reimburse  itself for Monthly  Advances,  the Company's right to reimburse  itself pursuant to this subclause (ii)
being limited to amounts received on the related  Mortgage Loan which represent late  collections  (net of the related  Servicing Fees)
of principal and/or interest  respecting which any such advance was made, it being understood that, in the case of such  reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser,  except that,  where the Company is required to repurchase a
Mortgage  Loan,  pursuant  to Section  3.03,  the  Company's  right to such  reimbursement  shall be  subsequent  to the payment to the
Purchaser of the Repurchase  Price pursuant to such Section and all other amounts  required to be paid to the Purchaser with respect to
such Mortgage Loan;

         (iii)    to reimburse itself for unreimbursed  Servicing  Advances and any unpaid Servicing Fees (or REO  administration  fees
described in Section 4.13),  the Company's  right to reimburse  itself  pursuant to this  subclause  (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation  Proceeds,  Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant  provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;  any recovery shall be made upon liquidation
of the REO Property;

         (iv)     to pay to itself as part of its servicing  compensation  (a) any interest  earned on funds in the  Custodial  Account
(all such interest to be withdrawn  monthly not later than each  Remittance  Date),  and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;

         (v)      to pay to itself with respect to each  Mortgage Loan that has been  repurchased  pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related Repurchase Price is determined,

         (vi)     to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

         (vii)    to remove funds inadvertently placed in the Custodial Account by the Company;

         (vi)     to clear and terminate the Custodial Account upon the termination of this Agreement; and

         (vii)    to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).

         Section 4.06      Establishment of Escrow Accounts; Deposits in Escrow Accounts.

         The Company shall segregate and hold all funds collected and received  pursuant to each Mortgage Loan which constitute  Escrow
Payments  separate  and apart  from any of its own funds and  general  assets  and shall  establish  and  maintain  one or more  Escrow
Accounts.  The Escrow  Account shall be an Eligible  Account.  Funds  deposited in each Escrow Account shall at all times be insured in
a manner to provide  maximum  insurance  under the insurance  limitations  of the FDIC,  or must be invested in Permitted  Investments.
Funds  deposited  in the Escrow  Account may be drawn on by the Company in  accordance  with Section  4.07.  The creation of any Escrow
Account  shall be  evidenced  by a letter  agreement  in the form shown in Exhibit C. The  original of such letter  agreement  shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.

         The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
such items as required under the terms of this Agreement;

         (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

         (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

         The  Company  shall make  withdrawals  from the  Escrow  Account  only to effect  such  payments  as are  required  under this
Agreement,  and for such other  purposes as shall be as set forth or in accordance  with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository  institution  other than interest on escrowed funds
required by law to be paid to the Mortgagor  and, to the extent  required by law, the Company  shall pay interest on escrowed  funds to
the Mortgagor  notwithstanding  that the Escrow Account is non-interest  bearing or that interest paid thereon is insufficient for such
purposes.  The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.

         Section 4.07      Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by the Company only:

         (i)      to effect timely  payments of ground rents,  taxes,  assessments,  water rates,  Primary  Mortgage  Insurance  Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

         (ii)     to reimburse  the Company for any Servicing  Advance made by the Company with respect to a related  Mortgage Loan but
only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

         (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

         (iv)     for transfer to the Custodial Account in accordance with the terms of this Agreement;

         (v)      for application to restoration or repair of the Mortgaged Property;

         (vi)     to pay to the Company,  or to the Mortgagor to the extent  required by law, any interest paid on the funds  deposited
in the Escrow Account;

         (vii)    to clear and terminate the Escrow Account on the termination of this Agreement;

         (viii)   to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06; and

         (viii)   to remove funds inadvertently placed in the Escrow Account by the Company.

         Section 4.08      Payment of Taxes,  Insurance  and Other  Charges;  Maintenance  of Primary  Mortgage  Insurance  Policies;
         Collections Thereunder.

         With respect to each Mortgage  Loan,  the Company  shall  maintain  accurate  records  reflecting  the status of ground rents,
taxes,  assessments,  water  rates and other  charges  which are or may  become a lien upon the  Mortgaged  Property  and the status of
primary  mortgage  insurance  premiums and fire and hazard  insurance  coverage and shall obtain,  from time to time, all bills for the
payment of such charges,  including  renewal  premiums and shall effect payment thereof prior to the applicable  penalty or termination
date and at a time appropriate for securing maximum  discounts  allowable,  employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been  estimated and  accumulated  by the Company in amounts  sufficient  for such purposes,  as allowed
under the terms of the Mortgage or applicable  law. To the extent that the Mortgage does not provide for Escrow  Payments,  the Company
shall  determine  that any such  payments  are made by the  Mortgagor  at the time they first  become  due.  The Company  assumes  full
responsibility  for the  timely  payment of all such bills and shall  effect  timely  payments  of all such bills  irrespective  of the
Mortgagor's  faithful  performance  in the payment of same or the making of the Escrow  Payments and shall make  advances  from its own
funds to effect such payments.

         The Company will maintain in full force and effect Primary Mortgage  Insurance  Policies or Lender Primary Mortgage  Insurance
Policies  issued by a Qualified  Insurer with respect to each Mortgage Loan for which such coverage is herein  required.  Such coverage
will be terminated  only with the approval of the Purchaser,  until the LTV of the related  Mortgage Loan is reduced to that amount for
which Fannie Mae no longer requires such insurance to be maintained,  or as required by applicable law or regulation.  The Company will
not cancel or refuse to renew any Primary  Mortgage  Insurance  Policy or Lender  Primary  Mortgage  Insurance  Policy in effect on the
Closing Date that is required to be kept in force under this  Agreement  unless a  replacement  Primary  Mortgage  Insurance  Policy or
Lender  Primary  Mortgage  Insurance  Policy for such canceled or nonrenewed  policy is obtained from and  maintained  with a Qualified
Insurer.  The Company shall not take any action which would result in  non-coverage  under any applicable  Primary  Mortgage  Insurance
Policy or Lender  Primary  Mortgage  Insurance  Policy of any loss which,  but for the actions of the Company  would have been  covered
thereunder.  In connection with any assumption or substitution  agreement  entered into or to be entered into pursuant to Section 6.01,
the Company  shall  promptly  notify the  insurer  under the related  Primary  Mortgage  Insurance  Policy or Lender  Primary  Mortgage
Insurance  Policy,  if any, of such  assumption or substitution of liability in accordance with the terms of such policy and shall take
all actions which may be required by such insurer as a condition to the continuation of coverage under the Primary  Mortgage  Insurance
Policy or Lender Primary Mortgage  Insurance  Policy.  If such Primary Mortgage  Insurance Policy or Lender Primary Mortgage  Insurance
Policy is  terminated as a result of such  assumption or  substitution  of  liability,  the Company shall obtain a replacement  Primary
Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy as provided above.

         In  connection  with its  activities  as  servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the insurer under any Private Mortgage  Insurance Policy in a timely fashion in accordance with the terms of such
Primary  Mortgage  Insurance Policy or Lender Primary  Mortgage  Insurance Policy and, in this regard,  to take such action as shall be
necessary to permit recovery under any Primary  Mortgage  Insurance Policy or Lender Primary  Mortgage  Insurance  Policy  respecting a
defaulted  Mortgage Loan.  Pursuant to Section 4.04, any amounts  collected by the Company under any Primary Mortgage  Insurance Policy
or Lender Primary Mortgage  Insurance  Policy shall be deposited in the Custodial  Account,  subject to withdrawal  pursuant to Section
4.05.

         Section 4.09      Transfer of Accounts.

         The Company may  transfer  the  Custodial  Account or the Escrow  Account to a different  Eligible  Account from time to time.
Such transfer shall be made only upon  obtaining the prior written  consent of the  Purchaser,  which consent will not be  unreasonably
withheld.

         Section 4.10      Maintenance of Hazard Insurance.

         The Company  shall cause to be  maintained  for each Mortgage  Loan fire and hazard  insurance  with  extended  coverage as is
acceptable  to Fannie Mae or FHLMC and  customary  in the area where the  Mortgaged  Property is located in an amount which is equal to
the greater of (a) the outstanding  principal  balance of the Mortgage Loan, and (b) an amount such that the proceeds  thereof shall be
sufficient to prevent the Mortgagor  and/or the mortgagee  from  becoming a co-insurer.  If required by the Flood  Disaster  Protection
Act of 1973, as amended,  each Mortgage  Loan shall be covered by a flood  insurance  policy  meeting the  requirements  of the current
guidelines  of the Federal  Insurance  Administration  in effect with an insurance  carrier  acceptable  to Fannie Mae or FHLMC,  in an
amount representing  coverage not less than the lesser of (i) the outstanding  principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the  improvements  securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the
Flood  Disaster  Protection Act of 1973, as amended.  If at any time during the term of the Mortgage  Loan,  the Company  determines in
accordance  with  applicable  law and pursuant to the Fannie Mae Guides that a Mortgaged  Property is located in a special flood hazard
area and is not covered by flood  insurance or is covered in an amount less than the amount  required by the Flood Disaster  Protection
Act of 1973, as amended,  the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance  coverage,
and if said Mortgagor fails to obtain the required flood insurance  coverage within forty-five (45) days after such  notification,  the
Company shall immediately force place the required flood insurance on the Mortgagor's  behalf.  The Company shall also maintain on each
REO Property,  fire and hazard insurance with extended  coverage in an amount which is at least equal to the maximum insurable value of
the improvements which are a part of such property,  and, to the extent required and available under the Flood Disaster  Protection Act
of 1973,  as amended,  flood  insurance in an amount as provided  above.  Any amounts  collected by the Company under any such policies
other than amounts to be deposited in the Escrow  Account and applied to the  restoration  or repair of the  Mortgaged  Property or REO
Property,  or released to the Mortgagor in accordance with Accepted Servicing  Practices,  shall be deposited in the Custodial Account,
subject to withdrawal  pursuant to Section 4.05. It is understood  and agreed that no other  additional  insurance  need be required by
the  Company of the  Mortgagor  or  maintained  on property  acquired  in respect of the  Mortgage  Loan,  other than  pursuant to this
Agreement,  the Fannie Mae Guides or such  applicable  state or federal  laws and  regulations  as shall at any time be in force and as
shall require such  additional  insurance.  All such policies  shall be endorsed with standard  mortgagee  clauses with loss payable to
the  Company  and its  successors  and/or  assigns  and shall  provide  for at least  thirty  (30)  days  prior  written  notice of any
cancellation,  reduction  in the amount or material  change in coverage  to the  Company.  The  Company  shall not  interfere  with the
Mortgagor's  freedom of choice in selecting  either his  insurance  carrier or agent;  provided,  however,  that the Company  shall not
accept any such insurance policies from insurance companies unless such companies are Qualified Insurers.

         Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Company  shall obtain and  maintain a blanket  policy  issued by a Qualified  Insurer  insuring  against
hazard  losses on all of the  Mortgage  Loans,  then,  to the extent such  policy  provides  coverage in an amount  equal to the amount
required pursuant to Section 4.10 and otherwise  complies with all other  requirements of Section 4.10, it shall conclusively be deemed
to have  satisfied  its  obligations  as set forth in Section  4.10,  it being  understood  and agreed  that such  policy may contain a
deductible  clause,  in which case the Company shall, in the event that there shall not have been  maintained on the related  Mortgaged
Property or REO Property a policy  complying  with Section 4.10, and there shall have been a loss which would have been covered by such
policy,  deposit in the  Custodial  Account the amount not  otherwise  payable  under the  blanket  policy  because of such  deductible
clause.  In connection with its activities as servicer of the Mortgage Loans,  the Company agrees to prepare and present,  on behalf of
the Purchaser,  claims under any such blanket policy in a timely fashion in accordance  with the terms of such policy.  Upon request of
the  Purchaser,  the Company shall cause to be delivered to the  Purchaser a certified  true copy of such policy and shall use its best
efforts to obtain a statement  from the insurer  thereunder  that such policy shall in no event be terminated  or  materially  modified
without thirty (30) days' prior written notice to the Purchaser.

         Section 4.12      Fidelity Bond, Errors and Omissions Insurance.

         The Company shall maintain,  at its own expense,  a blanket fidelity bond and an errors and omissions  insurance policy,  with
broad  coverage  with  responsible  companies on all  officers,  employees or other  persons  acting in any capacity with regard to the
Mortgage Loan to handle funds,  money,  documents and papers  relating to the Mortgage  Loan. The Fidelity Bond shall be in the form of
the Financial Institution Bond Form A and shall protect and insure the Company against losses,  including forgery, theft,  embezzlement
and fraud of such  persons.  The errors and omissions  insurance  shall protect and insure the Company  against  losses  arising out of
errors and  omissions  and  negligent  acts of such  persons.  Such errors and  omissions  insurance  shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance  policies  required  pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained  payment in full of the indebtedness  secured thereby.  No provision
of this Section 4.12  requiring  the Fidelity  Bond or errors and omissions  insurance  shall  diminish or relieve the Company from its
duties and  obligations  as set forth in this  Agreement.  The minimum  coverage  under any such bond and insurance  policy shall be at
least equal to the corresponding  amounts required by Fannie Mae in the Fannie Mae Guides.  Upon request by the Purchaser,  the Company
shall deliver to the  Purchaser a  certificate  from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such Fidelity Bond or insurance  policy
shall in no event be terminated or materially  modified  without thirty (30) days' prior written  notice to the Purchaser.  The Company
shall notify the Purchaser  within five (5) business days of receipt of notice that such Fidelity Bond or insurance  policy will be, or
has been,  materially  modified or  terminated.  Upon  request by the  Purchaser,  the Company  shall  provide  the  Purchaser  with an
insurance  certificate  certifying  coverage under this Section 4.12, and will provide an update to such certificate  upon request,  or
upon renewal or material modification of coverage.

         Section 4.13      Title, Management and Disposition of REO Property.

         In the event that title to the Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate  of sale shall be taken in the name of the Purchaser or its designee,  or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located,  or would be adversely  affected
under the "doing  business" or tax laws of such state by so holding  title,  the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent  with an Opinion of Counsel  obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located.  Any Person or Persons  holding such title other than the Purchaser  shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

         The Company  shall notify the  Purchaser in  accordance  with the Fannie Mae Guides of each  acquisition  of REO Property upon
such  acquisition  (and, in any event,  shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date the  Company  receives  notice of such  consummation),  together  with a copy of the drive by  appraisal  or brokers  price
opinion of the  Mortgaged  Property  obtained in  connection  with such  acquisition,  and  thereafter  assume the  responsibility  for
marketing  such REO property in accordance  with  Accepted  Servicing  Practices.  Thereafter,  the Company  shall  continue to provide
certain  administrative  services to the  Purchaser  relating to such REO Property as set forth in this Section  4.13. No Servicing Fee
shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.

         The Company  shall,  either itself or through an agent selected by the Company,  and in accordance  with the Fannie Mae Guides
manage,  conserve,  protect and operate each REO Property in the same manner that it manages,  conserves,  protects and operates  other
foreclosed  property for its own  account,  and in the same manner that  similar  property in the same  locality as the REO Property is
managed.  The Company  shall cause each REO Property to be inspected  promptly  upon the  acquisition  of title thereto and shall cause
each REO Property to be inspected at least monthly  thereafter or more frequently as required by the  circumstances.  The Company shall
make or cause to be made a written  report of each such  inspection.  Such reports  shall be retained in the  Mortgage  File and copies
thereof shall be forwarded by the Company to the Purchaser.

         The Company  shall use its best  efforts to dispose of the REO  Property as soon as possible  and shall sell such REO Property
in any event within three (3) years after title has been taken to such REO  Property.  No REO Property  shall be marketed for less than
the Appraised  Value,  without the prior consent of the  Purchaser.  No REO Property  shall be sold for less than  ninety-five  percent
(95%) of its Appraised Value,  without the prior consent of Purchaser.  All requests for  reimbursement of Servicing  Advances shall be
in  accordance  with the Fannie Mae Guides.  The  disposition  of REO Property  shall be carried out by the Company at such price,  and
upon such terms and  conditions,  as the Company deems to be in the best interests of the Purchaser  (subject to the above  conditions)
only with the prior written  consent of the Purchaser.  The Company shall provide  monthly reports to the Purchaser in reference to the
status of the marketing of the REO Properties.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as servicer of any such REO Property  without payment of any termination  fee with respect  thereto;  provided that the Company
shall on the date said  termination  takes effect be reimbursed for any  unreimbursed  advances of the Company's funds made pursuant to
Section 5.03 and any  unreimbursed  Servicing  Advances and Servicing Fees in each case relating to the Mortgage Loan  underlying  such
REO  Property  notwithstanding  anything  to the  contrary  set  forth in  Section  4.05.  In the  event of any such  termination,  the
provisions  of Section  11.01 hereof shall apply to said  termination  and the transfer of servicing  responsibilities  with respect to
such REO Property to the  Purchaser or its designee.  Within five (5) Business  Days of any such  termination,  the Company  shall,  if
necessary  convey such property to the Purchaser and shall further provide the Purchaser with the following  information  regarding the
subject REO  Property:  the related  drive by  appraisal  or brokers  price  opinion,  and copies of any  related  Mortgage  Impairment
Insurance  Policy  claims.  In addition,  within five (5) Business  Days,  the Company shall  provide the Purchaser  with the following
information  and documents  regarding the subject REO Property:  the related  trustee's deed upon sale and copies of any related hazard
insurance claims, or repair bids.

         Section 4.14      Notification of Maturity Date.

          With respect to each Mortgage  Loan,  the Company  shall  execute and deliver to the Mortgagor any and all necessary  notices
required  under  applicable law and the terms of the related  Mortgage Note and Mortgage  regarding the maturity date if required under
applicable law.



                                                               ARTICLE V

                                                       PAYMENTS TO THE PURCHASER

         Section 5.01      Distributions.

         On each  Remittance  Date, the Company shall  distribute by wire transfer of immediately  available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding  Determination  Date, net of charges against
or  withdrawals  from the Custodial  Account  pursuant to Section 4.05,  plus (ii) all Monthly  Advances,  if any, which the Company is
obligated  to  distribute  pursuant to Section  5.03,  plus,  (iii)  interest at the Mortgage  Loan  Remittance  Rate on any  Principal
Prepayment  from the date of such Principal  Prepayment  through the end of the month for which  disbursement is made provided that the
Company's  obligation  as to  payment  of such  interest  shall  be  limited  to the  Servicing  Fee  earned  during  the  month of the
distribution,  minus (iv) any amounts  attributable  to Monthly  Payments  collected  but due on a Due Date or Dates  subsequent to the
preceding  Determination  Date,  which  amounts  shall be  remitted  on the  Remittance  Date next  succeeding  the Due Period for such
amounts.  It is understood  that, by operation of Section 4.04,  the remittance on the First  Remittance  Date with respect to Mortgage
Loans  purchased  pursuant to the related Term Sheet is to include  principal  collected  after the Cut-off Date through the  preceding
Determination  Date plus interest,  adjusted to the Mortgage Loan Remittance Rate collected through such  Determination  Date exclusive
of any portion thereof  allocable to the period prior to the Cut-off Date, with the  adjustments  specified in clauses (ii),  (iii) and
(iv) above.

         With respect to any remittance  received by the Purchaser  after the  Remittance  Date, the Company shall pay to the Purchaser
interest on any such late  payment at an annual rate equal to the Prime Rate,  adjusted as of the date of each  change,  plus three (3)
percentage  points,  but in no event greater than the maximum amount  permitted by applicable law. Such interest shall cover the period
commencing  with the day  following  the  Business  Day such  payment was due and ending with the Business Day on which such payment is
made to the  Purchaser,  both  inclusive.  The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.  On each  Remittance  Date,  the Company shall provide a remittance  report
detailing all amounts being remitted pursuant to this Section 5.01.

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to the Purchaser an individual  loan accounting  report,  as of the last Business Day of each month,
in the Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an individual  Mortgage Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon
by both the  Purchaser  and the  Company,  and no later than the fifth  Business  Day of the  following  month in hard copy,  and shall
contain the following:

         (i) With  respect to each  Monthly  Payment,  the amount of such  remittance  allocable  to  principal  (including  a separate
breakdown of any Principal Prepayment,  including the date of such prepayment,  and any prepayment penalties or premiums,  along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)  with respect to each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)  the amount of servicing compensation received by the Company during the prior distribution period;

         (iv)  the aggregate Stated Principal Balance of the Mortgage Loans;

         (v) the aggregate of any expenses  reimbursed to the Company during the prior  distribution  period  pursuant to Section 4.05;
and

         (vi) The number and aggregate  outstanding  principal  balances of Mortgage  Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired.

         The Company shall also provide a trial balance,  sorted in the Purchaser's assigned loan number order, in the form of Exhibit
E hereto, with each such Report.

         The Company  shall  prepare and file any and all  information  statements  or other  filings  required to be  delivered to any
governmental  taxing  authority  or to the  Purchaser  pursuant  to any  applicable  law with  respect  to the  Mortgage  Loans and the
transactions  contemplated hereby. In addition,  the Company shall provide the Purchaser with such information  concerning the Mortgage
Loans as is necessary for the Purchaser to prepare its federal income tax return as the Purchaser may  reasonably  request from time to
time.

         In addition,  not more than ninety (90) days after the end of each  calendar  year,  the Company  shall furnish to each Person
who was a Purchaser at any time during such  calendar  year an annual  statement in  accordance  with the  requirements  of  applicable
federal income tax law as to the aggregate of remittances for the applicable portion of such year.

         Section 5.03      Monthly Advances by the Company.

         Not later than the close of business on the Business Day  preceding  each  Remittance  Date,  the Company shall deposit in the
Custodial Account an amount equal to all payments not previously  advanced by the Company,  whether or not deferred pursuant to Section
4.01, of principal  (due after the Cut-off  Date) and interest not  allocable to the period prior to the Cut-off Date,  adjusted to the
Mortgage Loan Remittance Rate,  which were due on a Mortgage Loan and delinquent at the close of business on the related  Determination
Date.

         The  Company's  obligation  to make such  Monthly  Advances as to any  Mortgage  Loan will  continue  through the last Monthly
Payment  due prior to the  payment  in full of the  Mortgage  Loan,  or  through  the  Remittance  Date  prior to the date on which the
Mortgaged Property  liquidates  (including  Insurance Proceeds,  proceeds from the sale of REO Property or Condemnation  Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be a  Nonrecoverable  Advance.  In such event,  the Company shall
deliver to the  Purchaser  an  Officer's  Certificate  of the Company to the effect that an officer of the  Company  has  reviewed  the
related Mortgage File and has made the reasonable determination that any additional advances are nonrecoverable.

         Section 5.04      Liquidation Reports.

         Upon the foreclosure  sale of any Mortgaged  Property or the acquisition  thereof by the Purchaser  pursuant to a deed-in-lieu
of  foreclosure,  the Company  shall submit to the  Purchaser a liquidation  report with respect to such  Mortgaged  Property in a form
mutually  acceptable  to the  Company  and the  Purchaser.  The  Company  shall also  provide  reports  on the  status of REO  Property
containing such information as the Purchaser may reasonably require.



                                                              ARTICLE VI

                                                     GENERAL SERVICING PROCEDURES

         Section 6.01      Assumption Agreements.

         The Company  will,  to the extent it has  knowledge  of any  conveyance  or  prospective  conveyance  by any  Mortgagor of the
Mortgaged  Property  (whether by absolute  conveyance or by contract of sale, and whether or not the Mortgagor  remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the Company  shall not  exercise  any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related Primary Mortgage  Insurance Policy or Lender Primary Mortgage  Insurance  Policy,  if any. If the
Company  reasonably  believes it is unable under applicable law to enforce such "due-on-sale"  clause, the Company,  will enter into an
assumption  agreement  with the person to whom the  Mortgaged  Property has been  conveyed or is proposed to be  conveyed,  pursuant to
which such person becomes liable under the Mortgage Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains
liable  thereon.  Where an assumption is allowed  pursuant to this Section 6.01,  the Company,  with the prior consent of the Purchaser
and the primary  mortgage  insurer,  if any, is authorized to enter into a substitution of liability  agreement with the person to whom
the  Mortgaged  Property  has been  conveyed or is proposed to be conveyed  pursuant to which the original  mortgagor is released  from
liability and such Person is  substituted as mortgagor and becomes liable under the related  Mortgage  Note. Any such  substitution  of
liability agreement shall be in lieu of an assumption agreement.

         In connection with any such assumption or substitution of liability,  the Company shall follow the underwriting  practices and
procedures  of the Company.  With respect to an  assumption  or  substitution  of  liability,  the Mortgage  Interest Rate borne by the
related  Mortgage Note,  the amount of the Monthly  Payment and the maturity date may not be changed  (except  pursuant to the terms of
the Mortgage Note). If the credit of the proposed  transferee does not meet such underwriting  criteria,  the Company diligently shall,
to the extent  permitted by the Mortgage or the Mortgage  Note and by applicable  law,  accelerate  the maturity of the Mortgage  Loan.
The Company  shall notify the  Purchaser  that any such  substitution  of  liability  or  assumption  agreement  has been  completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption  agreement,  which document shall be added
to the related  Mortgage File and shall,  for all purposes,  be considered a part of such Mortgage File to the same extent as all other
documents  and  instruments  constituting  a part  thereof.  All fees  collected  by the Company for  entering  into an  assumption  or
substitution of liability agreement shall belong to the Company.

         Notwithstanding  the foregoing  paragraphs of this Section or any other provision of this Agreement,  the Company shall not be
deemed to be in default,  breach or any other violation of its obligations  hereunder by reason of any assumption of a Mortgage Loan by
operation  of law or any  assumption  which the  Company may be  restricted  by law from  preventing,  for any reason  whatsoever.  For
purposes of this  Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property  subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

         Upon the payment in full of any Mortgage  Loan, or the receipt by the Company of a  notification  that payment in full will be
escrowed in a manner  customary  for such  purposes,  the Company  will  immediately  notify the  Purchaser by a  certification,  which
certification  shall  include a statement  to the effect that all amounts  received or to be received in  connection  with such payment
which are  required  to be  deposited  in the  Custodial  Account  pursuant  to Section  4.04 have been or will be so  deposited,  of a
Servicing  Officer and shall  request  execution  of any  document  necessary  to satisfy the  Mortgage  Loan and delivery to it of the
portion of the Mortgage  File held by the Purchaser or its  designee.  The  Purchaser  shall no later than five (5) Business Days after
receipt of such  certification  and request,  release or cause to be released to the Company,  the related Mortgage Loan Documents and,
upon its receipt of such  documents,  the Company shall  promptly  prepare and deliver to the Purchaser the requisite  satisfaction  or
release.  No later than five (5) Business Days following its receipt of such satisfaction or release,  the Purchaser shall deliver,  or
cause to be delivered,  to the Company the release or satisfaction  properly executed by the owner of record of the applicable mortgage
or its duly  appointed  attorney  in  fact.  No  expense  incurred  in  connection  with  any  instrument  of  satisfaction  or deed of
reconveyance shall be chargeable to the Custodial Account.

         In the event the  Company  satisfies  or  releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured by the  Mortgage  or should it  otherwise  prejudice  any right the  Purchaser  may have under the  mortgage  instruments,  the
Company,  upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding  principal balance of the
related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.  The Company  shall  maintain the Fidelity  Bond and errors and
omissions  insurance  insuring  the  Company  against  any loss it may sustain  with  respect to any  Mortgage  Loan not  satisfied  in
accordance with the procedures set forth herein.

         From time to time and as  appropriate  for the servicing or  foreclosure  of the Mortgage  Loan,  including for the purpose of
collection under any Primary Mortgage  Insurance Policy or Lender Primary Mortgage  Insurance Policy, the Purchaser shall, upon request
of the Company  and  delivery  to the  Purchaser  of a servicing  receipt  signed by a  Servicing  Officer,  release the portion of the
Mortgage File held by the Purchaser to the Company.  Such servicing  receipt shall obligate the Company to return the related  Mortgage
documents to the Purchaser  when the need therefor by the Company no longer  exists,  unless the Mortgage Loan has been  liquidated and
the  Liquidation  Proceeds  relating to the Mortgage  Loan have been  deposited in the  Custodial  Account or the Mortgage File or such
document  has been  delivered  to an  attorney,  or to a public  trustee or other  public  official as required by law, for purposes of
initiating  or pursuing  legal  action or other  proceedings  for the  foreclosure  of the  Mortgaged  Property  either  judicially  or
non-judicially,  and the Company has  delivered to the  Purchaser a certificate  of a Servicing  Officer  certifying as to the name and
address of the Person to which such Mortgage File or such  document was  delivered and the purpose or purposes of such  delivery.  Upon
receipt of a  certificate  of a Servicing  Officer  stating that such  Mortgage Loan was  liquidated,  the  servicing  receipt shall be
released by the Purchaser to the Company.

         Section 6.03      Servicing Compensation.

         As  compensation  for its services  hereunder,  the Company shall be entitled to withdraw  from the Custodial  Account (to the
extent of interest payments  collected on the Mortgage Loans) or to retain from interest payments  collected on the Mortgage Loans, the
amounts  provided for as the Company's  Servicing Fee, subject to payment of compensating  interest on Principal  Prepayments as capped
by the Servicing Fee pursuant to Section 5.01(iii).  Additional  servicing  compensation in the form of assumption fees, as provided in
Section  6.01,  and late payment  charges or  otherwise  shall be retained by the Company to the extent not required to be deposited in
the Custodial  Account.  The Company shall be required to pay all expenses  incurred by it in connection with its servicing  activities
hereunder and shall not be entitled to reimbursement therefor except as specifically provided for.

         Section 6.04      [Reserved]

         Section 6.05      [Reserved]

         Section 6.06      Purchaser's Right to Examine the Company Records.

         The Purchaser  shall have the right to examine and audit upon  reasonable  notice to the Company,  during business hours or at
such other times as might be reasonable  under  applicable  circumstances,  any and all of the books,  records,  documentation or other
information  of the Company,  or held by another for the Company or on its behalf or  otherwise,  which relates to the  performance  or
observance by the Company of the terms, covenants or conditions of this Agreement.

         The  Company  shall  provide  to the  Purchaser  and any  supervisory  agents or  examiners  representing  a state or  federal
governmental agency having jurisdiction over the Purchaser,  including but not limited to OTS, FDIC and other similar entities,  access
to any  documentation  regarding  the  Mortgage  Loans in the  possession  of the  Company  which  may be  required  by any  applicable
regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during normal business hours and at the offices
of the Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.

                                                              ARTICLE VII

                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01      Company Shall Provide Information as Reasonably Required.

         The Company  shall  furnish to the Purchaser  during the term of this  Agreement,  such  periodic,  special or other  reports,
information or documentation,  whether or not provided for herein,  as shall be necessary,  reasonable or appropriate in respect to the
Purchaser,  or otherwise in respect to the Mortgage  Loans and the  performance  of the Company  under this  Agreement,  including  any
reports,  information  or  documentation  reasonably  required to comply  with any  regulations  regarding  any  supervisory  agents or
examiners of the Purchaser all such reports or information  to be as provided by and in accordance  with such  applicable  instructions
and  directions as the Purchaser may  reasonably  request in relation to this  Agreement or the  performance  of the Company under this
Agreement.  The Company  agrees to execute and deliver all such  instruments  and take all such action as the  Purchaser,  from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

         In  connection  with  marketing the Mortgage  Loans,  the Purchaser  may make  available to a  prospective  purchaser  audited
financial  statements of the Company for the most recently  completed two (2) fiscal years for which such statements are available,  as
well as a  Consolidated  Statement of Condition at the end of the last two (2) fiscal years  covered by any  Consolidated  Statement of
Operations.  If it has not already done so, the Company shall furnish  promptly to the Purchaser or a prospective  purchaser  copies of
the statements specified above if reasonably requested.

         The Company  shall make  reasonably  available to the  Purchaser or any  prospective  Purchaser a  knowledgeable  financial or
accounting officer for the purpose of answering  questions and to permit any prospective  purchaser to inspect the Company's  servicing
facilities for the purpose of satisfying such  prospective  purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.



                                                             ARTICLE VIII

                                                             THE SERVICER

         Section 8.01      Indemnification; Third Party Claims.

                  The Company  agrees to indemnify  the  Purchaser and hold it harmless  against any and all claims,  losses,  damages,
penalties,  fines, forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may
sustain in any way related to the failure of the Company to observe and perform its duties,  obligations,  covenants, and agreements to
service the Mortgage Loans in strict compliance with the terms of this Agreement,  including,  but not limited to, the loss, damage, or
misplacement  of any  documentation  delivered  to the  Company  pursuant  to Section  2.07 and the  Company's  failure to perform the
obligations  set forth in Section  11.10.  The Company  agrees to  indemnify  the  Purchaser  and hold it harmless  against any and all
claims,  losses,  damages,  penalties,  fines,  forfeitures,  legal fees and related costs,  judgments,  and any other costs,  fees and
expenses  that the  Purchaser  may  sustain in any way from any claim,  demand,  defense or  assertion  based on or grounded  upon,  or
resulting  from any assertion  based on,  grounded upon or resulting from a breach or alleged  breach of any of the  representation  or
warranty set forth in Sections 3.01 or 3.02 of this Agreement.  The Company shall  immediately  notify the Purchaser if a claim covered
by the  indemnification  herein is made by a third party  against the Company  with respect to this  Agreement  or the Mortgage  Loans,
assume  (with the consent of the  Purchaser)  the defense of any such claim and pay all  expenses in  connection  therewith,  including
counsel fees,  whether or not such claim is settled prior to judgment,  and promptly pay,  discharge and satisfy any judgment or decree
which may be entered  against it or the  Purchaser  in respect  of such  claim.  The  Company  shall  follow any  written  instructions
received  from the  Purchaser in  connection  with such claim.  The  Purchaser  shall  promptly  reimburse  the Company for all amounts
advanced by it  pursuant  to the two  preceding  sentences  except when the claim  relates to the failure of the Company to service and
administer the Mortgages in strict  compliance with the terms of this Agreement,  the breach of representation or warranty set forth in
Sections 3.01 or 3.02, or the  negligence,  bad faith or willful  misconduct of the Company.  The provisions of this Section 8.01 shall
survive termination of this Agreement.

         Section 8.02      Merger or Consolidation of the Company.

         The Company will keep in full effect its existence,  rights and franchises  under the laws of the jurisdiction of organization
except as permitted  herein,  and will obtain and preserve its  qualification  to do business in each other  jurisdiction in which such
qualification is or shall be necessary to protect the validity and  enforceability of this Agreement,  or any of the Mortgage Loans and
to perform its duties under this Agreement.

         Any Person into which the Company may be merged or consolidated,  or any corporation resulting from any merger,  conversion or
consolidation  to which the Company shall be a party,  or any Person  succeeding to the business of the Company  whether or not related
to loan  servicing,  shall be the successor of the Company  hereunder,  without the execution or filing of any paper or any further act
on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however, that the successor or
surviving  Person  shall be an  institution  (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved  mortgagee whose primary  business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.

         Section 8.03      Limitation on Liability of the Company and Others.

         Neither  the  Company  nor any of the  officers,  employees  or agents of the  Company  shall be under  any  liability  to the
Purchaser  for any action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for
errors in  judgment  made in good  faith;  provided,  however,  that this  provision  shall not  protect the Company or any such person
against any breach of warranties or  representations  made herein,  or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement,  or any liability which would otherwise be imposed by reason of negligence,  bad faith or
willful  misconduct,  or any breach of the terms and conditions of this  Agreement.  The Company and any officer,  employee or agent of
the  Company  may rely in good faith on any  document  of any kind  prima  facie  properly  executed  and  submitted  by the  Purchaser
respecting any matters  arising  hereunder.  The Company shall not be under any obligation to appear in,  prosecute or defend any legal
action  which is not  incidental  to its duties to service  the  Mortgage  Loans in  accordance  with this  Agreement  and which in its
reasonable  opinion may involve it in any expenses or  liability;  provided,  however,  that the Company  may,  with the consent of the
Purchaser,  undertake any such action which it may deem  necessary or desirable in respect to this  Agreement and the rights and duties
of the parties hereto.  In such event,  the reasonable  legal expenses and costs of such action and any liability  resulting  therefrom
shall be expenses,  costs and  liabilities  for which the Purchaser will be liable,  and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.

         Section 8.04      Company Not to Assign or Resign.

         The Company shall not assign this  Agreement or resign from the  obligations  and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the  determination  that its  servicing  duties  hereunder  are no longer  permissible
under  applicable law and such  incapacity  cannot be cured by the Company.  Any such  determination  permitting the resignation of the
Company  shall be  evidenced by an Opinion of Counsel to such effect  delivered  to the  Purchaser.  No such  resignation  shall become
effective  until a successor  shall have assumed the Company's  responsibilities  and  obligations  hereunder in the manner provided in
Section 11.01.

         Section 8.05      No Transfer of Servicing.

         With respect to the  retention of the Company to service the  Mortgage  Loans  hereunder,  the Company  acknowledges  that the
Purchaser has acted in reliance upon the Company's  independent  status,  the adequacy of its servicing  facilities,  plan,  personnel,
records and  procedures,  its integrity,  reputation and financial  standing and the continuance  thereof.  Without in any way limiting
the generality of this Section,  the Company shall not either assign this  Agreement or the servicing  hereunder or delegate its rights
or duties  hereunder  or any portion  thereof,  or sell or  otherwise  dispose of all or  substantially  all of its property or assets,
without the prior written  approval of the Purchaser,  which consent shall be granted or withheld in the Purchaser's  sole  discretion,
unless the Company meets the requirements of the last sentence of Section 8.02 herein after any such disposition.

         Without in any way  limiting  the  generality  of this Section  8.05,  in the event that the Company  either shall assign this
Agreement or the servicing  responsibilities  hereunder or delegate its duties  hereunder or any portion thereof without (i) satisfying
the  requirements  set forth herein or (ii) the prior written  consent of the  Purchaser,  then the  Purchaser  shall have the right to
terminate  this  Agreement,  without any payment of any penalty or damages and without any liability  whatsoever to the Company  (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.





                                                              ARTICLE IX

                                                                DEFAULT

         Section 9.01      Events of Default.

         In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:

         (i) any failure by the Company to remit to the  Purchaser  any payment  required to be made under the terms of this  Agreement
which continues unremedied for a period of one (1) Business Day after receipt of written notice to the Company; or

         (ii)  failure on the part of the Company  duly to observe or perform in any  material  respect any other of the  covenants  or
agreements on the part of the Company set forth in this  Agreement  which  continues  unremedied for a period of thirty (30) days after
the date on which  written  notice of such  failure,  requiring  the same to be  remedied,  shall have been given to the Company by the
Purchaser; or

         (iii) a decree  or  order  of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
conservator or receiver or liquidator in any insolvency,  bankruptcy,  readjustment  of debt,  marshalling of assets and liabilities or
similar proceedings,  or for the winding-up or liquidation of its affairs,  shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or

         (iv) the Company shall consent to the  appointment of a conservator or receiver or liquidator in any  insolvency,  bankruptcy,
readjustment of debt,  marshalling of assets and liabilities or similar  proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or

         (v) the Company  shall admit in writing its  inability to pay its debts  generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization  statute, make an assignment for the benefit of its creditors,  or voluntarily
suspend payment of its obligations; or

         (vi) the  Company  ceases to be  approved by either  Fannie Mae or FHLMC as a mortgage  loan seller or servicer  for more than
thirty (30) days; or

         (vii) the Company  attempts to assign its right to  servicing  compensation  hereunder  or the Company  attempts,  without the
consent of the  Purchaser,  to sell or otherwise  dispose of all or  substantially  all of its property or assets  (except as expressly
permitted  hereunder)  or to assign  this  Agreement  or the  servicing  responsibilities  hereunder  (except  as  expressly  permitted
hereunder) or to delegate its duties hereunder or any portion thereof; or

         (viii) the Company ceases to be (a) licensed to service first lien  residential  mortgage loans in any  jurisdiction  in which
a Mortgaged  Property is located and such licensing is required,  and (b) qualified to transact  business in any jurisdiction  where it
is currently so qualified,  but only to the extent such  non-qualification  materially and adversely  affects the Company's  ability to
perform its obligations hereunder; or

         (ix)   the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in  writing to the  Company  (except  in the case of an Event of  Default  under  clauses  (iii),  (iv) or (v)  above,  in which  case,
automatically  and without  notice) the Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01
and at law or equity or to damages,  including injunctive relief and specific performance,  terminate all the rights and obligations of
the Company under this Agreement and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the Company for the
same.  On or after the receipt by the Company of such  written  notice (or,  in the case of an Event of Default  under  clauses  (iii),
(iv) or (v) above,  in which case,  automatically  and without  notice),  all authority and power of the Company under this  Agreement,
whether with respect to the Mortgage  Loans or otherwise,  shall pass to and be vested in the successor  appointed  pursuant to Section
11.01.  Upon written  request from the  Purchaser,  the Company  shall  prepare,  execute and deliver,  any and all documents and other
instruments,  place in such  successor's  possession all Mortgage  Files,  and do or accomplish  all other acts or things  necessary or
appropriate  to effect the purposes of such notice of  termination,  whether to complete the transfer and  endorsement or assignment of
the Mortgage  Loans and related  documents,  or otherwise,  at the Company's  sole expense.  The Company  agrees to cooperate  with the
Purchaser and such successor in effecting the termination of the Company's  responsibilities and rights hereunder,  including,  without
limitation,  the transfer to such  successor  for  administration  by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

         Section 9.02      Waiver of Defaults.

         The Purchaser may waive only by written  notice any default by the Company in the  performance  of its  obligations  hereunder
and its  consequences.  Upon any such waiver of a past  default,  such default shall cease to exist,  and any Event of Default  arising
therefrom  shall be deemed to have been remedied for every  purpose of this  Agreement.  No such waiver shall extend to any  subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.



                                                               ARTICLE X

                                                              TERMINATION

         Section 10.01     Termination.

         The respective  obligations  and  responsibilities  of the Company shall terminate upon: (i) the later of the final payment or
other  liquidation  (or any advance with respect  thereto) of the last Mortgage Loan and the  disposition of all remaining REO Property
and the  remittance  of all funds due  hereunder;  or (ii) by mutual  consent of the Company  and the  Purchaser  in writing;  or (iii)
termination with cause under the terms of this Agreement.

                                                              ARTICLE XI

                                                       MISCELLANEOUS PROVISIONS

         Section 11.01     Successor to the Company.

         Prior to  termination of the Company's  responsibilities  and duties under this  Agreement  pursuant to Sections  4.03,  4.13,
8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's  responsibilities,  rights,  duties
and  obligations  under this Agreement,  or (ii) appoint a successor  having the  characteristics  set forth in Section 8.02 hereof and
which shall succeed to all rights and assume all of the  responsibilities,  duties and  liabilities of the Company under this Agreement
prior to the  termination of the Company's  responsibilities,  duties and  liabilities  under this  Agreement.  In connection with such
appointment  and  assumption,  the Purchaser  may make such  arrangements  for the  compensation  of such  successor out of payments on
Mortgage  Loans as the  Purchaser  and such  successor  shall  agree.  In the event that the  Company's  duties,  responsibilities  and
liabilities  under this  Agreement  should be terminated  pursuant to the  aforementioned  Sections,  the Company shall  discharge such
duties and  responsibilities  during the period  from the date it acquires  knowledge  of such  termination  until the  effective  date
thereof with the same degree of diligence  and prudence  which it is  obligated  to exercise  under this  Agreement,  and shall take no
action  whatsoever  that might impair or prejudice the rights or financial  condition of its successor.  The  resignation or removal of
the Company pursuant to the  aforementioned  Sections shall not become effective until a successor shall be appointed  pursuant to this
Section and shall in no event relieve the Company of the  representations  and  warranties  made pursuant to Sections 3.01 and 3.02 and
the remedies  available to the  Purchaser  under  Sections 3.03 and 8.01, it being  understood  and agreed that the  provisions of such
Sections  3.01,  3.02,  3.03 and 8.01 shall be applicable to the Company  notwithstanding  any such  resignation  or termination of the
Company, or the termination of this Agreement.

         Any  successor  appointed as provided  herein shall  execute,  acknowledge  and deliver to the Company and to the Purchaser an
instrument  accepting  such  appointment,  whereupon  such  successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations  and liabilities of the Company,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Company or termination of this Agreement  pursuant to Section 4.03,  4.13,  8.04,  9.01 or 10.01
shall not affect any claims that the Purchaser may have against the Company arising prior to any such termination or resignation.

         The Company  shall  promptly  deliver to the  successor  the funds in the  Custodial  Account  and the Escrow  Account and the
Mortgage  Files and related  documents and  statements  held by it hereunder  and the Company shall account for all funds.  The Company
shall execute and deliver such  instruments  and do such other things all as may  reasonably  be required to more fully and  definitely
vest and confirm in the successor all such rights,  powers, duties,  responsibilities,  obligations and liabilities of the Company. The
successor shall make arrangements as it may deem appropriate to reimburse the Company for  Nonrecoverable  Advances which the successor
retains  hereunder and which would  otherwise have been recovered by the Company  pursuant to this Agreement but for the appointment of
the successor servicer.

         Upon a successor's  acceptance of appointment  as such,  the party who obtained such successor  shall notify by mail the other
party of such appointment.

         Section 11.02     Amendment.

         This  Agreement may be amended from time to time by the Company and the Purchaser by written  agreement  signed by the Company
and the Purchaser.

         Section 11.03     [Reserved]

         Section 11.04     Governing Law.

         This  Agreement and the related Term Sheet shall be governed by and construed in accordance  with the laws of the State of New
York  except to the extent  preempted  by Federal  law.  The  obligations,  rights  and  remedies  of the  parties  hereunder  shall be
determined in accordance with such laws.

         Section 11.05     Notices.

         Any  demands,  notices or other  communications  permitted  or  required  hereunder  shall be in  writing  and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or certified  mail,  return receipt  requested,  or transmitted by telex,  telegraph or telecopier and confirmed by a similar
mailed writing, as follows:

         (i)      if to the Company:

                  Mid America Bank, fsb
                  2650 Warrenville Road, Suite 500
                  Downers Grove, Illinois 60515
                  Attention:  Theresa Mann
                  Fax:  (630) 799-7964

                  and with respect to notices relating to servicing matters:

                  Mid America Bank, fsb
                  2650 Warrenville Road, Suite 500
                  Downers Grove, Illinois 60515
                  Attention:  Ann Ryan
                  Fax:  (630) 799-7964

         (ii)     if to the Purchaser:

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II,
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Ms. Ralene Ruyle
                  Telecopier No.:  (972) 444-2810

                  With a copy to:

                  Bear Stearns Mortgage Capital Corporation
                  383 Madison Avenue
                  New York, New York 10179
                  Attention:  Steven Trombetta

or such other  address as may  hereafter  be furnished to the other party by like  notice.  Any such  demand,  notice or  communication
hereunder  shall be deemed to have been received on the date  delivered to or received at the premises of the addressee (as  evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).

         Section 11.06     Severability of Provisions.

         Any part,  provision,  representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is
held to be void or unenforceable  shall be ineffective to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions  hereof. Any part,  provision,  representation or warranty of this Agreement which is prohibited or unenforceable
or is held to be void or  unenforceable  in any  jurisdiction  shall be  ineffective,  as to such  jurisdiction,  to the extent of such
prohibition or unenforceability  without  invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any  jurisdiction as to any Mortgage Loan shall not invalidate or render  unenforceable  such provision in any other  jurisdiction.  To
the extent  permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or  unenforceable
any provision  hereof. If the invalidity of any part,  provision,  representation or warranty of this Agreement shall deprive any party
of the  economic  benefit  intended to be  conferred  by this  Agreement,  the parties  shall  negotiate,  in good faith,  to develop a
structure the economic effect of which is nearly as possible the same as the economic  effect of this Agreement  without regard to such
invalidity.

         Section 11.07     Exhibits.

         The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

         Section 11.08     General Interpretive Principles.

         For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

         (i)      the terms defined in this  Agreement  have the meanings  assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;

         (ii)     accounting  terms not  otherwise  defined  herein have the meanings  assigned to them in  accordance  with  generally
accepted accounting principles;

         (iii)    references herein to "Articles", "Sections", Subsections",  "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

         (iv)     a reference to a Subsection  without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

         (v)      the words "herein",  "hereof ",  "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;

         (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration; and

         (viii)   headings of the Articles and Sections in this  Agreement are for  reference  purposes only and shall not be deemed to
have any substantive effect.

         Section 11.09     Reproduction of Documents.

         This Agreement and all documents relating thereto,  including,  without  limitation,  (i) consents,  waivers and modifications
which may hereafter be executed,  (ii) documents  received by any party at the closing,  and (iii) financial  statements,  certificates
and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,  micro-card,
miniature  photographic or other similar process.  The parties agree that any such reproduction  shall be admissible in evidence as the
original  itself in any judicial or  administrative  proceeding,  whether or not the  original is in existence  and whether or not such
reproduction  was made by a party in the regular course of business,  and that any  enlargement,  facsimile or further  reproduction of
such reproduction shall likewise be admissible in evidence.

         Section 11.10     Confidentiality of Information.

         Each party recognizes  that, in connection with this Agreement,  it may become privy to non-public  information  regarding the
financial condition,  operations and prospects of the other party. Each party agrees to keep all non-public  information  regarding the
other party  strictly  confidential,  and to use all such  information  solely in order to  effectuate  the  purpose of the  Agreement;
provided that each party may provide  confidential  information  to its  employees,  agents and affiliates who have a need to know such
information in order to effectuate the transaction.  In addition,  confidential  information may be provided to a regulatory  authority
with supervisory power over the Purchaser, provided such information is identified as confidential non-public information.

         The Company  agrees that the Company (i) shall comply with any  applicable  laws and  regulations  regarding  the privacy and
security of Consumer Information  including,  but not limited to the  Gramm-Leach-Bliley  Act, Title V, Subtitle A, 15 U.S.C. § 6801 et
seq.,  (ii) shall not use Consumer  Information in any manner  inconsistent  with any applicable  laws and  regulations  regarding the
privacy and security of Consumer  Information,  (iii) shall not disclose Consumer  Information to third parties except at the specific
written  direction of the  Purchaser,  (iv) shall  maintain  adequate  physical,  technical and  administrative  safeguards to protect
Consumer  Information from unauthorized  access as provided by the applicable laws and regulations,  and (v) shall immediately  notify
the Purchaser of any actual or suspected breach of the confidentiality of Consumer  Information that would have a material and adverse
effect on the Purchaser.

         Section 11.11     Recordation of Assignments of Mortgage.

         To the extent  permitted by applicable  law, each of the  Assignments  is subject to  recordation  in all  appropriate  public
offices  for real  property  records  in all the  counties  or other  comparable  jurisdictions  in which  any or all of the  Mortgaged
Properties are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected by and at
the Company's  expense in the event  recordation  is either  necessary  under  applicable law or requested by the Purchaser at its sole
option.

         Section 11.12     Assignment.

     The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
     Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
     hereunder, by executing a Purchase,  Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
     hereto and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such
     Mortgage Loans.  In no event shall the Purchaser sell a partial interest in any Mortgage Loan without the written consent of the
     Company, which consent shall not be unreasonably denied.  All references to the Purchaser in this Agreement shall be deemed to
     include its assignee or designee.  The Company shall have the right, only with the consent of the Purchaser or otherwise in
     accordance with this Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some or all of
     the Mortgage Loans.


         Section 11.13     No Partnership.

         Nothing herein contained shall be deemed or construed to create a  co-partnership  or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for the Purchaser.

         Section 11.14     Signature Pages/Counterparts; Successors and Assigns.

         This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully executed  copies,  each of which
shall constitute a fully executed  original  Agreement,  and/or (ii) in counterparts  having one or more original  signatures,  and all
such  counterparts  containing the original  signatures of all of the parties  hereto taken together shall  constitute a fully executed
original  Agreement or Term Sheet, as applicable,  and/or (iii) by delivery of one or more original signed signature pages to the other
parties hereto (x) by mail or courier,  and/or (y) by electronic  transmission,  including without limitation by telecopier,  facsimile
or email of a scanned  image  ("Electronic  Transmission"),  each of which as received  shall  constitute  for all purposes an executed
original  signature  page of such party.  The Purchaser may deliver a copy of this Agreement  and/or any Term Sheet,  fully executed as
provided  herein,  to each other party hereto by mail and/or  courier  and/or  Electronic  Transmission,  and such copy as so delivered
shall  constitute a fully executed  original  Agreement or Term Sheet,  as applicable,  superseding  any prior form of the Agreement or
Term Sheet,  as applicable,  that differs  therefrom in any respect.  This Agreement  shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successor and assigns.

         Section 11.15     Entire Agreement.

         The Company  acknowledges that no representations,  agreements or promises were made to the Company by the Purchaser or any of
its employees other than those  representations,  agreements or promises  specifically  contained herein and in the  Confirmation.  The
Confirmation and this Agreement and the related Term Sheet sets forth the entire  understanding  between the parties hereto;  provided,
however,  only this  Agreement and the related Term Sheet shall be binding upon all  successors  of both  parties.  In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.

         Section 11.16.  No Solicitation.

         From and after the  Closing  Date,  the  Company  agrees  that it will not take any action or permit or cause any action to be
taken by any of its agents or  affiliates,  to  personally,  by telephone or mail,  solicit the  Mortgagor  under any Mortgage  Loan to
refinance the Mortgage Loan, in whole or in part,  without the prior written consent of the Purchaser.  Notwithstanding  the foregoing,
it is  understood  and agreed that (i)  promotions  undertaken by the Company or any affiliate of the Company which are directed to the
general  public at large,  or segments  thereof,  provided that no segment shall consist  primarily of the Mortgage  Loans,  including,
without  limitation,  mass mailing based on commercially  acquired mailing lists,  newspaper,  radio and television  advertisements and
(ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor,  shall not constitute  solicitation
under this Section  11.16.  This Section  11.16 shall not be deemed to preclude the Company or any of its  affiliates  from  soliciting
any  Mortgagor  for any other  financial  products or services.  The Company shall use its best efforts to prevent the sale of the name
of any Mortgagor to any Person who is not affiliate of the Company.

         Section 11.17.  Closing.

         The closing for the purchase and sale of the Mortgage  Loans shall take place on the related  Closing Date.  The closing shall
be either:  by  telephone,  confirmed  by letter or wire as the parties  shall  agree,  or  conducted  in person,  at such place as the
parties shall agree.

         The closing for the  Mortgage  Loans to be purchased  on the related  Closing  Date shall be subject to each of the  following
conditions:

         (a)      at least one (1)  Business  Day prior to the related  Closing  Date,  the Company  shall  deliver to the  Purchaser a
magnetic  diskette,  or transmit by modem, a listing on a loan-level  basis of the information  contained in the related  Mortgage Loan
Schedule attached to the related Term Sheet;

         (b)      all of the  representations  and warranties of the Company under this Agreement  shall be materially true and correct
as of the related  Closing  Date and no event  shall have  occurred  which,  with notice or the  passage of time,  would  constitute  a
material default under this Agreement;

         (c)      the  Purchaser  shall have  received,  or the  Purchaser's  attorneys  shall have  received in escrow,  all documents
required  pursuant to this  Agreement,  the related  Term Sheet and an Officer  Certificate  (on or prior to the initial  Closing  Date
only),  all in such forms as are  agreed  upon and  acceptable  to the  Purchaser,  duly  executed  by all  signatories  other than the
Purchaser as required pursuant to the terms hereof; and

         (d)      all other terms and  conditions  of this  Agreement,  the  related  Term Sheet and the  Confirmation  shall have been
materially complied with.

         Subject to the foregoing  conditions,  the Purchaser  shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued  interest  pursuant to Section 2.02 of this  Agreement,  by wire transfer of  immediately  available  funds to the account
designated by the Company.

         Section 11.18.    [Reserved]

         Section 11.19.    Monthly Reporting with Respect to a Reconstitution.

         As long as the Company  continues to service  Mortgage  Loans,  the Company agrees that with respect to any Mortgage Loan sold
or transferred  pursuant to a Reconstitution  as described in Section 11.18 of this Agreement (a  "Reconstituted  Mortgage Loan"),  the
Company,  at its  expense,  shall  provide  the  Purchaser  with the  information  set forth in  Exhibit  E  attached  hereto  for each
Reconstituted  Mortgage Loan in Excel or such  electronic  delimited  file format as may be mutually  agreed upon by both the Purchaser
and the Company.  Such information  shall be provided monthly for all  Reconstituted  Mortgage Loans on the fifth (5th) Business Day of
each month for the immediately preceding monthly period, and shall be transmitted to fast.data@bear.com.




         IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names to be signed hereto by their  respective  officers
thereunto duly authorized as of the day and year first above written.

                                                     EMC MORTGAGE CORPORATION
                                                     Purchaser

                                                     By:________________________
                                                     Name:
                                                     Title:

                                                     MID AMERICA BANK, FSB
                                                     Company

                                                     By: _______________________
                                                     Name:
                                                     Title:




                                                               EXHIBIT A

                                                       CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage  Loan,  the Mortgage File shall  include each of the following  items,  which shall be available
for  inspection by the  Purchaser,  and which shall be retained by the Company in the  Servicing  File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

         1. The original  Mortgage  Note  endorsed  "Pay to the order of  _______________________,  without  recourse,"  and signed via
original signature in the name of the Company by an authorized officer,  with all intervening  endorsements showing a complete chain of
title from the  originator  to the  Company,  together  with any  applicable  riders.  In no event may an  endorsement  be a  facsimile
endorsement.  If the  Mortgage  Loan was  acquired by the Company in a merger,  the  endorsement  must be by  "[Company],  successor by
merger to the [name of  predecessor]".  If the Mortgage  Loan was acquired or  originated  by the Company  while doing  business  under
another name, the endorsement  must be by "[Company]  formerly known as [previous  name]".  Mortgage Notes may be in the form of a lost
note affidavit subject to the Purchaser acceptability.

         2. The original Mortgage (together with a standard  adjustable rate mortgage rider) with evidence of recording  thereon,  or a
copy thereof  certified by the public  recording  office in which such mortgage has been recorded or, if the original  Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.

         3.  The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

         4. The  original  Assignment,  from the Company to  _______________________________,  or in  accordance  with the  Purchaser's
instructions,  which  assignment  shall,  but for any blanks  requested  by the  Purchaser,  be in form and  substance  acceptable  for
recording.  If the Mortgage  Loan was acquired or originated by the Company while doing  business  under another name,  the  Assignment
must be by  "[Company]  formerly  known as  [previous  name]".  If the  Mortgage  Loan was  acquired  by the  Company in a merger,  the
endorsement  must be by  "[Company],  successor  by  merger  to the  [name  of  predecessor]".  None  of the  Assignments  are  blanket
assignments of mortgage.

         5. The original  policy of title  insurance,  including  riders and  endorsements  thereto,  or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

         6. Originals of all recorded  intervening  Assignments,  or copies thereof,  certified by the public recording office in which
such Assignments have been recorded showing a complete chain

of title from the originator to the Company,  with evidence of recording  thereon,  or a copy thereof certified by the public recording
office in which such  Assignment  has been recorded or, if the original  Assignment  has not been returned from the  applicable  public
recording office, a true certified copy, certified by the Company.

         7.  Originals,  or copies thereof  certified by the public  recording  office in which such  documents have been recorded,  of
each assumption,  extension,  modification,  written assurance or substitution  agreements,  if applicable,  or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

         8. If the Mortgage  Note or Mortgage or any other  material  document or  instrument  relating to the  Mortgage  Loan has been
signed by a person on behalf of the  Mortgagor,  the  original or copy of power of attorney or other  instrument  that  authorized  and
empowered such person to sign bearing evidence that such instrument has been recorded,  if so required in the appropriate  jurisdiction
where the Mortgaged  Property is located,  or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original  instrument has not been returned from the applicable  public  recording  office,  a true certified  copy,
certified by the Company.

         9.  Reserved.

         10. Mortgage Loan closing  statement (Form HUD-1) and any other  truth-in-lending  or real estate  settlement  procedure forms
required by law.

         11.  Residential loan application.

         12.  Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.

         13.  Credit report on the mortgagor.

         14.  Business credit report, if applicable.

         15.  Residential appraisal report and attachments thereto.

         16.  The original of any guarantee executed in connection with the Mortgage Note.

         17.  Verification of employment and income except for Mortgage Loans originated  under a limited  documentation  program,  all
in accordance with Company's underwriting guidelines.

         18. Verification of acceptable  evidence of source and amount of down payment,  in accordance with the Company's  underwriting
guidelines.

         19.  Photograph of the Mortgaged Property (may be part of appraisal).

         20.  Survey of the Mortgaged Property, if any.

         21.  Sales contract, if applicable.

         22.  If available, termite report, structural engineer's report, water portability and septic certification.

         23.  Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

         24.  Name affidavit, if applicable.

         Notwithstanding  anything to the  contrary  herein,  the Company may provide one  certificate  for all of the  Mortgage  Loans
indicating that the documents were delivered for recording.




                                                               EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                         ______________, 2005

To:      [_______________________]
         (the "Depository")

         As "Company"  under the Purchase,  Warranties  and Servicing  Agreement,  dated as of  [_____________________]  1, 200[_] (the
"Agreement"),  we hereby  authorize  and request you to establish an account,  as a Custodial  Account  pursuant to Section 4.04 of the
Agreement,  to be designated as  "[______________________________________],  in trust for the  [Purchaser],  Owner of Mortgage  Loans".
All deposits in the account  shall be subject to withdrawal  therefrom by order signed by the Company.  This letter is submitted to you
in duplicate.  Please execute and return one original to us.

                                                              [__________________________]

                                                           By:____________________________

                                                           Name:__________________________

                                                           Title:_________________________



         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  [__________],  at the office of the depository  indicated  above,  and agrees to honor  withdrawals on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                                     [___________________________]

                                                   By:____________________________

                                                   Name:__________________________

                                                   Title:_________________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT
                                                          _____________, 2005

To:      [_______________________]
         (the "Depository")

         As  "Company"  under the  Purchase  Warranties  and  Servicing  Agreement,  dated as of  [____________________]1,  200[_] (the
"Agreement"),  we hereby  authorize  and request you to  establish  an account,  as an Escrow  Account  pursuant to Section 4.06 of the
Agreement,  to be designated as  "[__________________________],  in trust for the  [Purchaser],  Owner of Mortgage  Loans,  and various
Mortgagors."  All deposits in the account  shall be subject to  withdrawal  therefrom  by order  signed by the Company.  This letter is
submitted to you in duplicate.  Please execute and return one original to us.

                                            [_____________________]

                                            By:____________________________
                                            Name:__________________________
                                            Title:_________________________


         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                            [______________________]

                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________




                                                               EXHIBIT D

                                  FORM OF PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of  __________, 200__,
among EMC Mortgage Corporation ( "Assignor"), ___________________ ( "Assignee"), and Mid America Bank, fsb ( "Company").


         In  consideration of the mutual promises  contained  herein the parties hereto agree that the residential  mortgage loans (the
"Assigned  Loans") listed on Attachment 1 annexed  hereto (the  "Assigned Loan  Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase,  Warranties and Servicing  Agreement,  dated as of _________,  200__, between Assignor
and Company (the "Purchase  Agreement")  shall be subject to the terms of this PAAR  Agreement.  Capitalized  terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.

                                                  Purchase, Assignment and Assumption

         1.       Assignor  hereby  grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor in the
Assigned  Loans  and,  as they  relate to the  Assigned  Loans,  all of its right,  title and  interest  in, to and under the  Purchase
Agreement.

         2.       Simultaneously  with the execution  hereof,  (i) Assignee shall pay to Assignor the "Funding  Amount" as set forth in
that certain letter agreement,  dated as of _________ ____, between Assignee and Assignor (the  "Confirmation")  and (ii) Assignor,  at
its expense,  shall have caused to be delivered to Assignee or its designee the Mortgage  File for each  Assigned Loan in Assignor's or
its  custodian's  possession,  as set forth in the Purchase  Agreement,  along with,  for each  Assigned  Loan, an  endorsement  of the
Mortgage  Note from the Company,  in blank,  and an  assignment of mortgage in  recordable  form from the Company,  in blank.  Assignee
shall pay the Funding Amount by wire transfer of immediately  available funds to the account  specified by Assignor.  Assignee shall be
entitled to all scheduled  payments due on the Assigned Loans after ___________,  200__ and all unscheduled  payments or other proceeds
or other recoveries on the Assigned Loans received on and after _____________, 200__.

                                               Representations, Warranties and Covenants

         3.       Assignor warrants and represents to Assignee and Company as of the date hereof:

         (a)      Attached  hereto as Attachment 2 is a true and accurate copy of the Purchase  Agreement,  which  agreement is in full
force and effect as of the date hereof and the  provisions of which have not been waived,  amended or modified in any respect,  nor has
any notice of termination been given thereunder;




         (b)      Assignor is the lawful owner of the Assigned  Loans with full right to transfer the Assigned Loans and any and all of
its interests,  rights and obligations  under the Purchase  Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances;  and upon the transfer of the Assigned Loans to Assignee as contemplated herein,  Assignee shall have good
title to each and every  Assigned  Loan,  as well as any and all of Assignee's  interests,  rights and  obligations  under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

         (c)      There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;

         (d)      Assignor  has no  knowledge  of, and has not  received  notice of, any waivers  under,  or any  modification  of, any
Assigned Loan;

         (e)      Assignor  is duly  organized,  validly  existing  and in good  standing  under  the laws of the  jurisdiction  of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

         (f)      Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject.  The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor.  This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;

         (g)     No consent, approval, order or authorization of, or declaration,  filing or registration with, any governmental entity
is required to be obtained or made by Assignor in  connection  with the  execution,  delivery or  performance  by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and

         (h)      Neither Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise  disposed of
the  Assigned  Loans or any  interest in the  Assigned  Loans,  or  solicited  any offer to buy or accept a  transfer,  pledge or other
disposition  of the Assigned  Loans,  or any interest in the Assigned Loans or otherwise  approached or negotiated  with respect to the
Assigned

 Loans,  or any  interest in the Assigned  Loans with any Person in any manner,  or made any general  solicitation  by means of general
advertising or in any other manner,  or taken any other action which would  constitute a  distribution  of the Assigned Loans under the
Securities  Act of 1933,  as amended  (the "1933 Act") or which would  render the  disposition  of the  Assigned  Loans a violation  of
Section 5 of the 1933 Act or require registration pursuant thereto.


         4.       Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:


         (a)      Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;


         (b)      Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject.  The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;


         (c)      No consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any  governmental
entity is required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

         (d)      Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.

                  5.       Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

                  (a)      Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;


                  (b)      Company  is duly  organized,  validly  existing  and in good  standing  under  the  laws of the  jurisdiction  of its
incorporation,  and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations  under
the Purchase Agreement;

(f)      Company has full corporate  power and authority to execute,  deliver and perform its  obligations  under this PAAR  Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this PAAR Agreement is in
the  ordinary  course of  Company's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions  or
provisions of Company's charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule,  regulation,  order,  judgment or decree to which Company
or its property is subject.  The execution,  delivery and  performance by Company of this PAAR Agreement and the  consummation by it of
the  transactions  contemplated  hereby,  have been duly  authorized by all necessary  corporate  action on part of Company.  This PAAR
Agreement  has been duly executed and delivered by Company,  and,  upon the due  authorization,  execution and delivery by Assignor and
Assignee,  will  constitute the valid and legally  binding  obligation of Company,  enforceable  against Company in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium  or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether  enforceability
is considered in a proceeding in equity or at law;

(g)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
required  to be  obtained  or made by Company  in  connection  with the  execution,  delivery  or  performance  by Company of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby;

(h)      No event has occurred  from the Closing Date to the date hereof which would render the  representations  and  warranties as to
the related  Assigned Loans made by Company in Sections 3.01 and 3.02 of the Purchase  Agreement to be untrue in any material  respect;
and

(i)      Neither this PAAR Agreement nor any certification,  statement, report or other agreement,  document or instrument furnished or
to be furnished by Company  pursuant to this PAAR Agreement  contains or will contain any materially  untrue statement of fact or omits
or will omit to state a fact necessary to make the statements contained therein not misleading.

                  Recognition of Assignee

         6.       From and after the date hereof,  Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned  Loans in  accordance  with the Purchase  Agreement.  It is the  intention of  Assignor,  Company and Assignee  that this PAAR
Agreement  shall be binding upon and for the benefit of the respective  successors and assigns of the parties  hereto.  Neither Company
nor  Assignor  shall amend or agree to amend,  modify,  waiver,  or  otherwise  alter any of the terms or  provisions  of the  Purchase
Agreement  which  amendment,  modification,  waiver or other  alteration  would in any way affect the Assigned  Loans without the prior
written consent of Assignee.




                                            Miscellaneous

         7.       All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:


         (a)      In the case of Company,

                  Mid America Bank, fsb
                  2650 Warrenville Road, Suite 500
                  Downers Grove, Illinois 60515
                  Attention:  Theresa Mann
                  Fax:  (630) 799-7964

                  and with respect to notices relating to servicing matters:

                  Mid America Bank, fsb
                  2650 Warrenville Road, Suite 500
                  Downers Grove, Illinois 60515
                  Attention:  Ann Ryan
                  Fax:  (630) 799-7964

(b)      In the case of Assignor,

                  ____________________
                  ____________________
                  ____________________
                  ____________________
                  ____________________

         (c)      In the case of Assignee,

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Raylene Ruyle
                  Telecopier No.:  (972) 444-2810

                  with a copy  to:

                  Bear, Stearns & Co. Inc.
                  383 Madison Avenue
                  New York, New York 10179
                  Attention: Steve Trombetta
                  Telecopier No.:  (212) 272-[___]

     8.           Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the
     negotiations for, documenting of and closing of the transactions contemplated by this PAAR Agreement.


         9.       This PAAR  Agreement  shall be  construed in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

         10.      No term or  provision  of this PAAR  Agreement  may be waived or modified  unless such waiver or  modification  is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

         11.      This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Assignor,  Assignee or Company may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         12.      This PAAR Agreement shall survive the conveyance of the Assigned Loans,  the assignment of the Purchase  Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.

         13.      This PAAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.

         14.      In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control.  In the event that any provision of this PAAR
Agreement conflicts with any provision

 of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.






                                            [Modification of Purchase Agreement

16.      Company and Assignor hereby amend the Purchase Agreement as follows:

         (a)      The following definitions are added to Section 1.01 of the Purchase Agreement:

         Securities Administrator:  ________________________

         Supplemental PMI Insurer:  ________________________

         Supplemental PMI Policy:   The primary  guarantee  insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
         [_], or any successor Supplemental PMI Policy given to the Servicer by the Assignee.

         Trustee:          ________________________

         (b)      The following definition is amended and restated:

         Insurance Proceeds:        Proceeds of any Primary Mortgage  Insurance Policy,  the Supplemental PMI Policy, any title policy,
         any hazard  insurance  policy or any other  insurance  policy  covering a Mortgage Loan or other related  Mortgaged  Property,
         including any amounts required to be deposited in the Custodial  Account pursuant to Section 4.04, to the extent such proceeds
         are not to be applied to the  restoration of the related  Mortgaged  Property or released to the Mortgagor in accordance  with
         Accepted Servicing Practices.

         (c)      The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:

         "In  connection  with its  activities  as servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the  Supplemental  PMI Insurer with  respect to the  Supplemental  PMI Policy and, in this  regard,  to take such
action as shall be necessary to permit recovery under any Supplemental  PMI Policy  respecting a defaulted  Mortgage Loan.  Pursuant to
Section 4.04,  any amounts  collected by the Company  under any  Supplemental  PMI Policy shall be deposited in the Custodial  Account,
subject to withdrawal pursuant to Section 4.05.

         In  accordance  with the  Supplemental  PMI Policy,  the Company shall  provide to the  Supplemental  PMI Insurer any required
information regarding the Mortgage Loans.

         The  Company  shall  provide to the  [Securities  Administrator]  on a monthly  basis via  computer  tape,  or other  mutually
acceptable format, the unpaid principal balance,  insurer certificate number,  lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy.  In addition, the Company agrees to forward to the

          Purchaser and the [Securities  Administrator]  any statements or other reports given by the  Supplemental  PMI Insurer to the
Servicer in connection with a claim under the Supplemental PMI Policy."

         (d)      Clause (vi) of Section 9.01 is amended to read as follows:

         "Company  ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]




         IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.

                                                              EMC MORTGAGE CORPORATION
                                                              Assignor

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________


                                                              ____________________________________________
                                                              Assignee

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________


                                                              MID AMERICA BANK, FSB
                                                              Company

                                                              By:_________________________________________
                                                              Name:_______________________________________
                                                              Title:______________________________________




                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE




                                                             ATTACHMENT 2

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT




                                                               EXHIBIT E

                                                         FORM OF TRIAL BALANCE




                                                               EXHIBIT G

                                             REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:      Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________


Pursuant to a Purchase,  Warranties and Servicing  Agreement (the "Agreement")  between the Company and the Purchaser,  the undersigned
hereby  certifies that he or she is an officer of the Company  requesting  release of the documents for the reason specified below. The
undersigned further certifies that:

(Check one of the items below)

_____    On  _________________,  the above captioned  Mortgage Loan was paid in full or that the Company has been notified that payment
in full has been or will be  escrowed.  The Company  hereby  certifies  that all amounts  with  respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.

_____    The above captioned  Mortgage Loan is being repurchased  pursuant to the terms of the Agreement.  The Company hereby certifies
that the repurchase price has been credited to the Custodial Account as required under the Agreement.

_____    The above captioned  Mortgage Loan is being placed in foreclosure and the original  documents are required to proceed with the
foreclosure action.  The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.

_____    Other (explain)

_______________________________________________________
_______________________________________________________

All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.



         Based on this  certification  and the  indemnities  provided for in the Agreement,  please release to the Company all original
Mortgage Loan Documents in your possession relating to this loan.

Dated:_________________

By:________________________________
     Signature
    ___________________________________
         Title

Send documents to:         _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

         The Purchaser hereby  acknowledges that all original documents  previously  released on the above captioned Mortgage Loan have
been returned and received by the Purchaser.


Dated:________________

By:________________________________
     Signature

    _______________________________
     Title




                                                               EXHIBIT H

                                                   COMPANY'S UNDERWRITING GUIDELINES





                                                               EXHIBIT I


                                                              TERM SHEET

         This TERM SHEET (the "Term Sheet") dated  _____________,  between Mid America Bank,  fsb,  located at 2650  Warrenville  Road,
Suite 500, Downers Grove,  Illinois 60515 (the "Company") and EMC Mortgage Corporation,  a Delaware corporation,  located at Mac Arthur
Ridge II, 909 Hidden Ridge Drive,  Suite 200,  Irving,  Texas 75038 (the  "Purchaser")  is made pursuant to the terms and conditions of
that certain  Purchase,  Warranties and Servicing  Agreement,  as amended (the "Agreement")  dated as of February 1, 2006,  between the
Company  and the  Purchaser,  the  provisions  of which  are  incorporated  herein as if set forth in full  herein,  as such  terms and
conditions may be modified or supplemented  hereby.  All initially  capitalized  terms used herein unless otherwise  defined shall have
the meanings ascribed thereto in the Agreement.

         The Purchaser  hereby  purchases from the Company and the Company hereby sells to the Purchaser,  all of the Company's  right,
title and interest in and to the Mortgage Loans on a servicing  retained basis  described on the Mortgage Loan Schedule  annexed hereto
as Schedule I, pursuant to and in accordance  with the terms and conditions set forth in the Agreement,  as same may be supplemented or
modified  hereby.  Hereinafter,  the Company  shall  service the Mortgage  Loans for the benefit of the  Purchaser  and all  subsequent
transferees of the Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.

1.       Definitions

         For  purposes of the Mortgage  Loans to be sold  pursuant to this Term Sheet,  the  following  terms shall have the  following
meanings:

Aggregate Principal Balance
(as of the Cut-Off Date):

Closing Date:

Custodian:

Cut-off Date:

Initial Weighted Average
Mortgage Loan Remittance Rate:

Mortgage Loan:

Purchase Price Percentage:

Servicing Fee Rate:
Additional Closing Conditions:

In addition to the  conditions  specified in the  Agreement,  the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions:   [None].

Additional Loan Documents:

In addition to the contents of the Mortgage File specified in the Agreement,  the following  documents  shall be delivered with respect
to the Mortgage Loans:   [None].

[Additional] [Modification] of Representations and Warranties:

     [In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
     following additional representations and warranties with respect to the Mortgage Loans:  [None].  [Notwithstanding anything to
     the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation
     and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]


         Except as modified herein, the Agreement shall remain in full force and effect as of the date hereof.

                  IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.


                                                     MID AMERICA BANK, FSB

                                                     By:_________________________________________
                                                     Name:_______________________________________
                                                     Title:______________________________________



                                                     EMC MORTGAGE CORPORATION


                                                     By:_________________________________________
                                                     Name:_______________________________________
                                                     Title:______________________________________





                                                              SCHEDULE I

                                                        MORTGAGE LOAN SCHEDULE





                                                         AMENDMENT NUMBER ONE
                                                                to the

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT

                                                     Dated as of February 1, 2006

                                                                between

                                                       EMC MORTGAGE CORPORATION,
                                                             as Purchaser

                                                                  and

                                                        MID AMERICA BANK, FSB,
                                                              as Company

         This  AMENDMENT  NUMBER ONE (this  "Amendment")  is made and entered into this 1st day of February,  2006,  by and between EMC
Mortgage Corporation,  a Delaware corporation,  as purchaser (the "Purchaser") and Mid America Bank, fsb, as company (the "Company") in
connection with the Purchase,  Warranties and Servicing  Agreement,  dated as of February 1, 2006,  between the above mentioned parties
(the "Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.

                                                               RECITALS

         WHEREAS, the parties hereto have entered into the Agreement;

         WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;

         WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and

         NOW, THEREFORE,  in consideration of the premises and for other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

         1.       Capitalized  terms  used  herein  and not  defined  herein  shall  have the  meanings  assigned  to such terms in the
Agreement.

         2.       Article I of the Agreement is hereby amended  effective as of the date hereof by adding the following  definitions to
Section 1.01:

         Commission or SEC:  The Securities and Exchange Commission.

         Delinquency Recognition Policies: The delinquency recognition policies set forth in Exhibit Q.

         Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Pass-Through Transfer.

         Exchange Act:  The Securities Exchange Act of 1934, as amended.

         Master  Servicer:  With  respect to any  Pass-Through  Transfer,  the "master  servicer,"  if any,  identified  in the related
transaction documents.

         Prepayment  Charge:  Any  prepayment  premium,  penalty or charge  payable by a Mortgagor  in  connection  with any  Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.

         Qualified  Correspondent:  Any Person from which the Company purchased Mortgage Loans,  provided that the following conditions
are satisfied:  (i) such Mortgage Loans were originated  pursuant to an agreement between the Company and such Person that contemplated
that such  Person  would  underwrite  mortgage  loans from time to time,  for sale to the  Company,  in  accordance  with  underwriting
guidelines  designated  by the Company  ("Designated  Guidelines")  or  guidelines  that do not vary  materially  from such  Designated
Guidelines;  (ii) such  Mortgage  Loans were in fact  underwritten  as described  in clause (i) above and were  acquired by the Company
within 180 days after  origination;  (iii) either (x) the Designated  Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in  origination  of mortgage  loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated  Guidelines  were, at the time such Mortgage Loans were  underwritten,  designated by the Company on a consistent  basis for
use by lenders in originating mortgage loans to be purchased by the Company;  and (iv) the Company employed,  at the time such Mortgage
Loans were  acquired by the Company,  pre-purchase  or  post-purchase  quality  assurance  procedures  (which may involve,  among other
things,  review of a sample of mortgage loans purchased  during a particular time period or through  particular  channels)  designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.

         Regulation AB: Subpart  229.1100 – Asset Backed  Securities  (Regulation AB), 17 C.F.R.  §§229.1100-229.1123,  as amended from
time to time, and subject to such  clarification  and  interpretation  as have been provided by the Commission in the adopting  release
(Asset-Backed  Securities,  Securities  Act Release No.  33-8518,  70 Fed.  Reg.  1,506,  1,531 (Jan.  7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.

         Securities Act:  The Securities Act of 1933, as amended.

         Servicing  Criteria:  As of any date of  determination,  the "servicing  criteria" set forth in Item 1122(d) of Regulation AB,
or any  amendments  thereto,  a summary  of the  requirements  of which as of the date  hereof  is  attached  hereto  as  Exhibit M for
convenience  of  reference  only.  In the event of a  conflict  or  inconsistency  between  the terms of Exhibit M and the text of Item
1122(d) of  Regulation  AB, the text of Item 1122(d) of Regulation AB shall control (or those  Servicing  Criteria  otherwise  mutually
agreed to by the  Purchaser,  the Company and any Person that will be  responsible  for signing any  certification  required  under the
Sarbanes-Oxley  Act of 2002 with  respect to a  Pass-Through  Transfer in response to evolving  interpretations  of  Regulation  AB and
incorporated into a revised Exhibit M).

         Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.

         Subcontractor:  Any vendor,  subcontractor  or other Person that is not responsible for the overall  servicing (as "servicing"
is commonly  understood by participants in the  mortgage-backed  securities market) of Mortgage Loans but performs one or more discrete
functions  identified in Item 1122(d) of  Regulation AB with respect to Mortgage  Loans under the direction or authority of the Company
or a Subservicer.

         Third-Party  Originator:  Each Person,  other than a Qualified  Correspondent,  that originated Mortgage Loans acquired by the
Company.

         3.       Article I of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  in its  entirety  the
definition of Subservicer in Section 1.01 and replacing it with the following:

         Subservicer:  Any Person that services  Mortgage Loans on behalf of the Company or any  Subservicer and is responsible for the
performance  (whether directly or through  Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this  Agreement or any  Reconstitution  Agreement  that are identified in Item 1122(d) of
Regulation AB.  Any subservicer shall meet the qualifications set forth in Section 4.01.

         4.       Article I of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  in its  entirety  the
definition of Principal Prepayment in Section 1.01 and replacing it with the following:

Principal  Prepayment:  Any payment or other  recovery of principal on a Mortgage  Loan full or partial which is received in advance of
its scheduled Due Date,  including any Prepayment Charge and which is not accompanied by an amount of interest  representing  scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.

         5.       Article III of the  Agreement  is hereby  amended  effective  as of the date hereof by  revising  Section  3.01(n) as
follows (new text underlined):

         (n)      Company has delivered to the Purchaser financial  statements of its parent, for its last two complete fiscal years as
requested.  All such financial  information  fairly presents the pertinent results of operations and financial  position for the period
identified and has been prepared in accordance  with GAAP  throughout the periods  involved,  except as set forth in the notes thereto.
There has been no change in the servicing policies and procedures,  business, operations,  financial condition, properties or assets of
the Company since the date of the Company's  financial  information that would have a material adverse effect on its ability to perform
its obligations under this Agreement;

         6.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.01(p):

         (p)      As of the date of each  Pass-Through  Transfer,  and except as has been  otherwise  disclosed to the  Purchaser,  any
Master  Servicer  and  any  Depositor:  (1) no  default  or  servicing  related  performance  trigger  has  occurred  as to  any  other
securitization due to any act or failure to act of the Company;  (2) no material  noncompliance  with applicable  servicing criteria as
to any other  securitization  has  occurred,  been  disclosed or reported by the Company;  (3) the Company has not been  terminated  as
servicer  in a  residential  mortgage  loan  securitization,  either  due to a  servicing  default  or to  application  of a  servicing
performance  test or trigger;  (4) no material  changes to the  Company's  servicing  policies  and  procedures  for similar  loans has
occurred in the  preceding  three  years;  (5) there are no aspects of the  Company's  financial  condition  that could have a material
adverse impact on the performance by the Company of its obligations  hereunder;  (6) there are no legal proceedings  pending,  or known
to be  contemplated by governmental  authorities,  against the Company that could be material to investors in the securities  issued in
such Pass-Through  Transfer;  and (7) there are no affiliations,  relationships or transactions  relating to the Company of a type that
are described under Item 1119 of Regulation AB.

         7.       Article III of the  Agreement is hereby  amended  effective as of the date hereof by adding the following new Section
3.02(iii):

         With respect to each Mortgage  Loan,  information  regarding the borrower  credit files related to such Mortgage Loan has been
furnished  to credit  reporting  agencies in  compliance  with the  provisions  of the Fair  Credit  Reporting  Act and the  applicable
implementing regulations.

         8.       Article IV of the  Agreement  is hereby  amended  effective as of the date hereof by adding this  sentence  after the
first sentence of Section 4.01:

         In addition,  the Company  shall  furnish  information  regarding  the borrower  credit files related to such Mortgage Loan to
credit  reporting  agencies  in  compliance  with the  provisions  of the Fair Credit  Reporting  Act and the  applicable  implementing
regulations.

         9.       Article IV of the  Agreement is hereby  amended  effective as of the date hereof by deleting in its entirety the last
paragraph of Section 4.02 and replacing it with the following:

         The  Company  shall not waive any  Prepayment  Charge  unless:  (i) the  enforceability  thereof  shall  have been  limited by
bankruptcy, insolvency,  moratorium,  receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal,  or any local,  state or federal agency has threatened  legal action if the prepayment  penalty is enforced,  (iii)
the mortgage debt has been  accelerated in connection with a foreclosure or other  involuntary  payment or (iv) such waiver is standard
and  customary in servicing  similar  Mortgage  Loans and relates to a default or a reasonably  foreseeable  default and would,  in the
reasonable  judgment of the Company,  maximize  recovery of total proceeds taking into account the value of such Prepayment  Charge and
the related  Mortgage Loan. If a Prepayment  Charge is waived,  but does not meet the standards  described  above,  then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date.

         10.      Article IV of the  Agreement is hereby  amended  effective  as of the date hereof by revising the first  paragraph of
Section 4.03 by adding the following after the first sentence:

         In  determining  the  delinquency  status of any Mortgage Loan, the Company will use  Delinquency  Recognition  Policies to be
provided by EMC or as described to and approved by the  Purchaser,  and shall  revise  these  policies as  reasonably  requested by the
Purchaser from time to time.

         11.      Article V of the  Agreement  is hereby  amended  effective  as of the date  hereof by  deleting  Section  5.02 in its
entirety and replacing it with the following:

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each month, in
the  Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an  individual  Mortgage  Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon
by both  Purchaser and Company,  and no later than the fifth  Business Day of the following  month in hard copy,  and shall contain the
following:

         (i)      with respect to each Mortgage Loan and each Monthly  Payment,  the amount of such  remittance  allocable to principal
(including a separate breakdown of any Principal  Prepayment,  including the date of such prepayment,  and any prepayment  penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)     with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)    with respect to each Mortgage  Loan,  the amount of servicing  compensation  received by the Company during the prior
distribution period;

         (iv)     the Stated Principal  Balance of each Mortgage Loan and the aggregate Stated Principal  Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;

         (v)      with respect to each Mortgage Loan, the current Mortgage Interest Rate;

         (vi)     with  respect  to each  Mortgage  Loan,  the  aggregate  amount of any  Insurance  Proceeds,  Condemnation  Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;

         (vii)    with  respect to each  Mortgage  Loan,  the  amount of any  Prepayment  Interest  Shortfalls  paid by the  Company in
accordance with Section 4.04(viii) during the prior distribution period;

         (viii)   the beginning and ending balances of the Custodial Account and Escrow Account;

         (ix)     the number of  Mortgage  Loans as of the first day of the  distribution  period and the last day of the  distribution
period;

         (x)      with respect to each Mortgage Loan, the Stated  Principal  Balance of each Mortgage Loan (a) delinquent as grouped in
the following  intervals  through final  liquidation  of such Mortgage  Loan: 30 to 59 days, 60 to 89 days, 90 days or more;  (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;

         (xi)     with respect to each  Mortgage  Loan,  the amount and severity of any realized  loss  following  liquidation  of such
Mortgage Loan;

         (xii)    with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,  the amount of any Monthly  Advances
made by the Company during the prior distribution period;

         (xiii)   with respect to each Mortgage Loan, a description of any Servicing  Advances made by the Company with respect to such
Mortgage  Loan  including the amount,  terms and general  purpose of such  Servicing  Advances,  and the aggregate  amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;

         (xiv)    with respect to each Mortgage Loan, a description of any Nonrecoverable  Advances made by the Company with respect to
such Mortgage  Loan  including the amount,  terms and general  purpose of such  Nonrecoverable  Advances,  and the aggregate  amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;

         (xv)     with respect to each Mortgage  Loan, a description of any Monthly  Advances,  Servicing  Advances and  Nonrecoverable
Advances  reimbursed to the Company with respect to such Mortgage Loan during the prior  distribution  period pursuant to Section 4.05,
and the  source  of  funds  for  such  reimbursement,  and the  aggregate  amount  of any  Monthly  Advances,  Servicing  Advances  and
Nonrecoverable  Advances  reimbursed to the Company for all Mortgage  Loans during the prior  distribution  period  pursuant to Section
4.05;

         (xvi)    with respect to any Mortgage Loan, a description of any material  modifications,  extensions or waivers to the terms,
fees,  penalties or payments of such Mortgage Loan during the prior distribution  period or that have cumulatively become material over
time;

         (xvii)   a  description  of any  material  breach of a  representation  or warranty  set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;

         (xviii)  with respect to each Mortgage Loan,  the Stated  Principal  Balance of any  substitute  Mortgage Loan provided by the
Company and the Stated Principal  Balance of any Mortgage Loan that has been replaced by a substitute  Mortgage Loan in accordance with
Section 3.03 herein; and

         (xix)    with respect to each Mortgage Loan, the Stated  Principal  Balance of any Mortgage Loan that has been  repurchased by
the Company in accordance with Section 3.03 herein.

         In addition,  the Company  shall  provide to the Purchaser  such other  information  known or available to the Company that is
necessary in order to provide the  distribution  and pool  performance  information  as required  under Item 1121 of Regulation  AB, as
amended from time to time,  as determined by the  Purchaser in its sole  discretion.  The Company shall also provide a monthly  report,
in the form of Exhibit E hereto,  or such other form as is mutually  acceptable to the Company,  the Purchaser and any Master Servicer,
Exhibit F with  respect  to  defaulted  mortgage  loans and  Exhibit  P, with  respect to  realized  losses  and gains,  with each such
report.

         The Company  shall  prepare and file any and all  information  statements  or other  filings  required to be  delivered to any
governmental  taxing  authority or to Purchaser  pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated  hereby.  In addition,  the Company shall provide  Purchaser  with such  information  concerning  the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.

         In addition,  not more than ninety (90) days after the end of each  calendar  year,  the Company  shall furnish to each Person
who was a Purchaser at any time during such  calendar  year an annual  statement in  accordance  with the  requirements  of  applicable
federal income tax law as to the aggregate of remittances for the applicable portion of such year.

         12.      Article VI of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  Section  6.04 in its
entirety and replacing it with the following:

         Section 6.04      Annual Statement as to Compliance; Annual Certification.

         (a)      The Company will deliver to the  Purchaser  and any Master  Servicer,  not later than March 1 of each  calendar  year
beginning in 2007, an officers'  certificate  acceptable to the Purchaser (an "Annual  Statement of  Compliance")  stating,  as to each
signatory  thereof,  that (i) a review of the  activities of the Company during the preceding  calendar year and of  performance  under
this Agreement or other  applicable  servicing  agreement has been made under such officers'  supervision  and (ii) to the best of such
officers'  knowledge,  based on such review,  the Company has fulfilled all of its obligations under this Agreement or other applicable
servicing  agreement in all material  respects  throughout such year, or, if there has been a failure to fulfill any such obligation in
any material  respect,  specifying each such failure known to such officer and the nature and status of cure provisions  thereof.  Such
Annual  Statement of Compliance  shall  contain no  restrictions  or  limitations  on its use that would  prohibit the  Purchaser,  the
Depositor or any Master  Servicer to comply with the Securities  Act, the Exchange Act and the rules and  regulations of the Commission
thereunder,  and its  filing  under  such laws and  regulations.  Copies of such  statement  shall be  provided  by the  Company to the
Purchaser upon request and by the Purchaser to any Person  identified as a prospective  purchaser of the Mortgage  Loans.  In the event
that the Company has delegated any servicing  responsibilities  with respect to the Mortgage Loans to a Subservicer,  the Company shall
deliver an Annual  Statement of Compliance  of the  Subservicer  as described  above as to each  Subservicer  as and when required with
respect to the Company.

         (b)      With respect to any Mortgage Loans that are the subject of a Pass-Through  Transfer, by March 1 of each calendar year
beginning in 2007, an officer of the Company  shall execute and deliver an officer's  certificate  (an "Annual  Certification")  to the
Purchaser,  any Master  Servicer and any related  Depositor  for the benefit of each such entity and such entity's  affiliates  and the
officers,  directors  and agents of any such entity and such  entity's  affiliates,  in the form  attached  hereto as Exhibit L. In the
event that the Company has delegated any servicing  responsibilities  with respect to the Mortgage Loans to a Subservicer,  the Company
shall deliver an Annual  Certification  of the Subservicer as described above as to each  Subservicer as and when required with respect
to the Company.

         (c)      If the Company  cannot deliver the related Annual  Statement of Compliance and Annual  Certification  by March 1st of
such year, the Purchaser,  at its sole option,  may permit a cure period for the Company to deliver such Annual Statement of Compliance
and Annual Certification, but in no event later than March 15th of such year.

         (d)      Failure of the Company to timely  comply with this Section  6.04 shall be deemed an Event of Default,  automatically,
without notice and without any cure period,  unless  otherwise  agreed to by the Purchaser as set forth in 6.04(c),  and Purchaser may,
in  addition to whatever  rights the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or equity or to damages,  including
injunctive  relief and specific  performance,  terminate all the rights and  obligations of the Company under this Agreement and in and
to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the same,  as provided in Section  9.01.  Such
termination  shall be considered  with cause  pursuant to Section 10.01 of this  Agreement.  This paragraph  shall  supercede any other
provision in this Agreement or any other agreement to the contrary.

         13.      Article VI of the  Agreement  is hereby  amended  effective  as of the date  hereof by deleting  Section  6.05 in its
entirety and replacing it with the following:

         Section 6.05      [Reserved]

         14.      Article VI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
6.07:

         Section 6.07      Assessment of Compliance with Servicing Criteria.

         On and after January 1, 2006,  the Company  shall  service and  administer,  and shall cause each  subservicer  to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With  respect to any  Mortgage  Loans that are the  subject of a  Pass-Through  Transfer,  the  Company  shall  deliver to the
Purchaser or its  designee,  any Master  Servicer and any  Depositor on or before March 1 of each  calendar  year  beginning in 2007, a
report (an "Assessment of Compliance")  reasonably  satisfactory to the Purchaser,  any Master Servicer and any Depositor regarding the
Company's  assessment of  compliance  with the Servicing  Criteria  during the preceding  calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise  reasonably required by the Master Servicer,  which as of the
date hereof, require a report by an authorized officer of the Company that contains the following:

         (a)      A statement by such officer of its responsibility for assessing  compliance with the Servicing Criteria applicable to
the Company;

         (b)      A statement by such officer that such officer used the  Servicing  Criteria to assess  compliance  with the Servicing
Criteria applicable to the Company;

         (c)      An assessment by such officer of the  Company's  compliance  with the  applicable  Servicing  Criteria for the period
consisting of the preceding calendar year,  including  disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed  securities  transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;

         (d)      A statement that a registered public accounting firm has issued an attestation report on the Company's  Assessment of
Compliance for the period consisting of the preceding calendar year; and

         (e)      A statement as to which of the Servicing Criteria,  if any, are not applicable to the Company,  which statement shall
be based on the activities it performs with respect to  asset-backed  securities  transactions  taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.

         Such report at a minimum shall address each of the Servicing Criteria  specified on a certification  substantially in the form
of Exhibit O hereto delivered to the Company concurrently with the execution of this Agreement.

         With respect to any Mortgage  Loans that are the subject of a  Pass-Through  Transfer,  on or before March 1 of each  calendar
year  beginning in 2007,  the Company shall furnish to the  Purchaser or its designee,  any Master  Servicer and any Depositor a report
(an  "Attestation  Report") by a registered  public  accounting firm that attests to, and reports on, the Assessment of Compliance made
by the  Company,  as  required  by Rules  13a-18 and 15d-18 of the  Exchange  Act and Item  1122(b) of  Regulation  AB or as  otherwise
reasonably  required by the Master  Servicer,  which  Attestation  Report must be made in accordance  with  standards  for  attestation
reports issued or adopted by the Public Company Accounting Oversight Board.

         The Company shall cause each  Subservicer,  and each  Subcontractor  determined by the Company pursuant to Section 11.20 to be
"participating  in the servicing  function"  within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser,  any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Sections 6.07.

         If the Company  cannot  deliver the related  Assessment  of Compliance or  Attestation  Report by March 1st of such year,  the
Purchaser,  at its sole option,  may permit a cure period for the Company to deliver  such  Assessment  of  Compliance  or  Attestation
Report, but in no event later than March 15th of such year.

         Failure of the Company to timely  comply with this  Section 6.07 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  unless  otherwise agreed to by the Purchaser as described  herein,  and Purchaser may, in addition
to  whatever  rights the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or equity or to damages,  including  injunctive
relief and specific  performance,  terminate  all the rights and  obligations  of the Company  under this  Agreement  and in and to the
Mortgage Loans and the proceeds  thereof without  compensating  the Company for the same, as provided in Section 9.01. Such termination
shall be considered  with cause pursuant to Section 10.01 of this  Agreement.  This paragraph  shall  supercede any other  provision in
this Agreement or any other agreement to the contrary.

         15.      Article VI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
6.08:

         Section 6.08      Intent of the Parties; Reasonableness.

         The Purchaser and the Company  acknowledge and agree that a purpose of Sections  3.01(p),  (q), (r) and (s), 5.02, 6.04, 6.07,
11.18 and 11.20 of this  Agreement is to facilitate  compliance by the Purchaser and any Depositor with the provisions of Regulation AB
and related rules and  regulations of the  Commission.  None of the Purchaser,  any Master Servicer or any Depositor shall exercise its
right to request  delivery of information or other  performance  under these provisions other than in good faith, or for purposes other
than  compliance  with the Securities  Act, the Exchange Act and the rules and  regulations of the Commission  thereunder.  The Company
acknowledges  that  interpretations  of the  requirements of Regulation AB may change over time,  whether due to interpretive  guidance
provided by the Commission or its staff,  consensus among participants in the asset-backed  securities  markets,  advice of counsel, or
otherwise,  and agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of  information  under
these provisions on the basis of evolving  interpretations of Regulation AB. In connection with any Pass-Through  Transfer, the Company
shall cooperate  fully with the Purchaser to deliver to the Purchaser  (including any of its assignees or designees) and any Depositor,
any and all statements,  reports,  certifications,  records and any other information  necessary in the good faith determination of the
Purchaser or any Depositor to permit the Purchaser or such  Depositor to comply with the  provisions  of Regulation  AB,  together with
such disclosures relating to the Company, any Subservicer,  any Third-Party  Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.

         16.      Article IX of the Agreement is hereby  amended  effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following (new text underlined):

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii),  (iv) or (v) above,  or as otherwise  stated
herein,  in which case,  automatically  and without  notice)  Company may, in addition to whatever  rights the Purchaser may have under
Sections 3.03 and 8.01 and at law or equity or to damages,  including  injunctive  relief and specific  performance,  terminate all the
rights and obligations of the Company (and if the Company is servicing any of the Mortgage Loans in a Pass-Through  Transfer,  appoint
a successor servicer  reasonably  acceptable to any Master Servicer for such Pass-Through  Transfer) under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without compensating the Company for the same.

         17.      Article IX of the Agreement is hereby  amended  effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:

The Company shall  promptly  reimburse the Purchaser (or any designee of the Purchaser,  such as a Master  Servicer) and any Depositor,
as applicable,  for all reasonable  expenses incurred by the Purchaser (or such designee) or such Depositor,  as such are incurred,  in
connection  with the  termination  of the Company as  servicer  and the  transfer of  servicing  of the  Mortgage  Loans to a successor
servicer.  The  provisions  of this  paragraph  shall not limit  whatever  rights the  Purchaser or any  Depositor may have under other
provisions of this  Agreement  and/or any  applicable  Reconstitution  Agreement or otherwise,  whether in equity or at law, such as an
action for damages, specific performance or injunctive relief.

         18.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by  restating  Section  11.18 in its
entirety as follows:

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.

         The  Purchaser  and the Company  agree that in no event shall there be more than three (3)  Reconstitutions  per Mortgage Loan
pool.

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater  obligations  on the part of Company than are  contained  in this  Agreement.  Notwithstanding  anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set  forth  in  this  Agreement  as of the  settlement  or  closing  date  in  connection  with  such
Reconstitution (each, a "Reconstitution Date").

         In addition,  the Company  shall provide to such servicer or issuer,  as the case may be, and any other  participants  in such
Reconstitution:

         (i)      any and all  information  and  appropriate  verification  of  information  which may be  reasonably  available to the
Company,  whether  through  letters of its auditors and counsel  (excluding  that  protected by the  attorney-client  privilege  unless
waived) or otherwise, as the Purchaser or any such other participant shall request upon reasonable demand;

         (ii)     such additional representations,  warranties,  covenants, letters from auditors, and certificates of public officials
or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant;

         (iii)    within 5 Business Days after request by the Purchaser,  the  information  with respect to the Company (as originator)
and each  Third-Party  Originator  of the  Mortgage  Loans as required  under Item 1110(a) and (b) of  Regulation  AB, a summary of the
requirements  of which has of the date hereof is attached  hereto as Exhibit N for  convenience  of reference  only,  as  determined by
Purchaser in its sole discretion.  If requested by the Purchaser,  this will include  information about the applicable  credit-granting
or underwriting criteria;

         (iv)     within 5 Business Days after request by the  Purchaser,  the Company  shall  provide (or, as  applicable,  cause each
Third-Party  Originator  to provide)  Static Pool  Information  with respect to the  mortgage  loans (of a similar type as the Mortgage
Loans, as reasonably  identified by the Purchaser as provided below) originated by (i) the Company,  if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified  Correspondent),  and/or (ii) each Third-Party  Originator.
Such Static Pool Information  shall be prepared by the Company (or Third-Party  Originator) on the basis of its reasonable,  good faith
interpretation of the requirements of Item  1105(a)(1)-(3)  and (c) of Regulation AB. To the extent that there is reasonably  available
to the Company (or Third-Party  Originator)  Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information  shall be provided  pursuant to this paragraph.  The
content of such Static Pool  Information  may be in the form  customarily  provided by the Company,  and need not be customized for the
Purchaser or any Depositor.  Such Static Pool Information for each vintage  origination year or prior  securitized pool, as applicable,
shall be presented in  increments  no less  frequently  than  quarterly  over the life of the  mortgage  loans  included in the vintage
origination  year or prior  securitized  pool. The most recent periodic  increment must be as of a date no later than 135 days prior to
the date of the  prospectus  or other  offering  document in which the Static Pool  Information  is to be included or  incorporated  by
reference.  The Static Pool Information  shall be provided in an electronic  format that provides a permanent record of the information
provided,  such as a portable document format (pdf) file, or other such electronic  format reasonably  required by the Purchaser or the
Depositor, as applicable;

         (v)      within 5 Business  Days after  request by the  Purchaser,  information  with respect to the Company (as  servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit N for  convenience  of reference  only, as determined  by Purchaser in its sole  discretion.  In the event that the Company has
delegated  any  servicing  responsibilities  with  respect to the  Mortgage  Loans to a  Subservicer,  the  Company  shall  provide the
information required pursuant to this clause with respect to the Subservicer;

         (vi)     within 5 Business Days after request by the Purchaser,
                  (a)  information  regarding  any legal  proceedings  pending  (or known to be  contemplated)  against the Company (as
         originator and as servicer) and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1117 of
         Regulation AB, a summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit N for convenience
         of reference only, as determined by Purchaser in its sole discretion,
                  (b)  information  regarding  affiliations  with respect to the Company (as originator and as servicer) and each other
         originator  of the  Mortgage  Loans and each  Subservicer  as  required  by Item  1119(a) of  Regulation  AB, a summary of the
         requirements  of which as of the date hereof is attached  hereto as Exhibit N for convenience of reference only, as determined
         by Purchaser in its sole discretion, and
                  (c) information regarding  relationships and transactions with respect to the Company (as originator and as servicer)
         and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
         summary of the  requirements  of which as of the date  hereof is attached  hereto as Exhibit N for  convenience  of  reference
         only, as determined by Purchaser in its sole discretion;

         (vii)    if so requested by the Purchaser, the Company shall provide (or, as applicable,  cause each Third-Party Originator to
provide),  at the expense of the  requesting  party (to the extent of any  additional  incremental  expense  associated  with  delivery
pursuant to this Agreement),  such statements and agreed-upon  procedures letters of certified public accountants reasonably acceptable
to the  Purchaser  or  Depositor,  as  applicable,  pertaining  to Static  Pool  Information  relating to prior  securitized  pools for
securitizations  closed on or after  January  1, 2006 or, in the case of Static  Pool  Information  with  respect to the  Company's  or
Third-Party  Originator's  originations or purchases,  to calendar months commencing  January 1, 2006, or to any financial  information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably  request.  Such
statements  and  letters  shall be  addressed  to and be for the  benefit of such  parties as the  Purchaser  or such  Depositor  shall
designate,  which may include,  by way of example,  any Sponsor,  any Depositor and any broker dealer acting as underwriter,  placement
agent or initial  purchaser  with respect to a  Pass-Through  Transfer.  Any such  statement or letter may take the form of a standard,
generally applicable document  accompanied by a reliance letter authorizing  reliance by the addressees  designated by the Purchaser or
such Depositor;

         (viii)  For the  purpose  of  satisfying  the  reporting  obligation  under  the  Exchange  Act with  respect  to any class of
asset-backed  securities,  the  Company  shall (or shall  cause each  Subservicer  and  Third-Party  Originator  to) (i) within two (2)
Business Days of the event described  below,  provide notice to the Purchaser,  any Master Servicer and any Depositor in writing of (A)
any material  litigation or governmental  proceedings  involving the Company,  any Subservicer or any Third-Party  Originator,  (B) any
affiliations or relationships that develop following the closing date of a Pass-Through  Transfer between the Company,  any Subservicer
or any  Third-Party  Originator and any of the parties  specified in clause (D) of paragraph (a) of this Section (and any other parties
identified in writing by the requesting  party) with respect to such  Pass-Through  Transfer,  (C) any Event of Default under the terms
of this Agreement or any  Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially  all of the assets of the
Company,  and (E) the  Company's  entry into an agreement  with a  Subservicer  to perform or assist in the  performance  of any of the
Company's obligations under this Agreement or any Reconstitution  Agreement and (ii) provide to the Purchaser,  any Master Servicer and
any Depositor a description of such proceedings, affiliations or relationships;

         All notification pursuant to this Section 11.18 (viii)(B) should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, TX 75067-3884
         Attention:  Conduit Seller Approval Dept.
         Facsimile:  (214) 626-3751
         Email:  sellerapproval@bear.com

         With a copy to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         Notifications pursuant to Section 11.18 (viii)(A) should be sent to:

         EMC Mortgage Corporation
         Two Mac Arthur Ridge
         909 Hidden Ridge Drive, Suite 200
         Irving, TX 75038
         Attention:  Associate General Counsel for Loan Administration
         Facsimile:  (972) 831-2555

         With copies to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, TX 75067-3884
         Attention:  Conduit Seller Approval Dept.
         Facsimile:  (214) 626-3751
         Email:  sellerapproval@bear.com

         (ix) As a condition to the succession to the Company or any  Subservicer  as servicer or  subservicer  under this Agreement or
any  Reconstitution  Agreement  by any Person (i) into which the Company or such  Subservicer  may be merged or  consolidated,  or (ii)
which may be appointed as a successor to the Company or any  Subservicer  (unless such  successor has been  appointed by the Purchaser,
any Master Servicer or any Depositor),  the Company shall provide to the Purchaser,  any Master Servicer,  and any Depositor,  at least
15 calendar days prior to the effective date of such succession or  appointment,  (x) written notice to the Purchaser and any Depositor
of such  succession or  appointment  and (y) in writing and in form and  substance  reasonably  satisfactory  to the Purchaser and such
Depositor,  all  information  reasonably  requested by the Purchaser or any Depositor in order to comply with its reporting  obligation
under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;

         (x) In addition to such  information  as the Company,  as servicer,  is obligated to provide  pursuant to other  provisions of
this  Agreement,  not later than ten days prior to the  deadline for the filing of any  distribution  report on Form 10-D in respect of
any  Pass-Through  Transfer that includes any of the Mortgage  Loans  serviced by the Company or any  Subservicer,  the Company or such
Subservicer,  as applicable,  shall, to the extent the Company or such Subservicer has knowledge,  provide to the party responsible for
filing such report (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along with
all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on Form
10-D (as specified in the provisions of Regulation AB referenced below):

                           (A)      any material modifications,  extensions or waivers of pool asset terms, fees, penalties or payments
         during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

                           (B)      material  breaches of pool asset  representations  or warranties  or  transaction  covenants  (Item
         1121(a)(12) of Regulation AB); and

                           (C)      information  regarding new asset-backed  securities  issuances backed by the same pool assets,  any
         pool asset changes (such as, additions,  substitutions or repurchases), and any material changes in origination,  underwriting
         or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and

         (xi) The Company shall  provide,  as requested,  to the  Purchaser,  any Master  Servicer and any  Depositor,  evidence of the
authorization  of the person  signing any  certification  or statement,  copies or other evidence of Fidelity Bond Insurance and Errors
and  Omission  Insurance  policy,  financial  information  and  reports,  and such  other  information  related  to the  Company or any
Subservicer or the Company or such Subservicer's performance hereunder.

         In the event of a conflict or  inconsistency  between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

         (xii)    If so requested  by the  Purchaser  or any  Depositor  on any date,  the Company  shall,  within five  Business  Days
following such request,  confirm in writing the accuracy of the  representations  and  warranties set forth in Section  3.01(p) of this
Agreement or, if any such  representation  and warranty is not accurate as of the date of such  request,  provide  reasonably  adequate
disclosure of the pertinent facts, in writing, to the requesting party.

         The Company shall indemnify the Purchaser,  each affiliate of the Purchaser,  and each of the following parties  participating
in a Pass-Through  Transfer:  each sponsor and issuing entity;  each Person  (including,  but not limited to, any Master  Servicer,  if
applicable)  responsible for the  preparation,  execution or filing of any report required to be filed with the Commission with respect
to such  Pass-Through  Transfer,  or for execution of a  certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer;  each broker dealer acting as underwriter,  placement agent or initial purchaser,  each
Person who controls  any of such parties or the  Depositor  (within the meaning of Section 15 of the  Securities  Act and Section 20 of
the Exchange  Act);  and the  respective  present and former  directors,  officers,  employees,  agents and  affiliates  of each of the
foregoing  and of the  Depositor  (each,  an  "Indemnified  Party"),  and shall hold each of them harmless from and against any claims,
losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:

         (i)(A)  any  untrue  statement  of a  material  fact  contained  or  alleged  to be  contained  in  any  information,  report,
certification,  data,  accountants'  letter or other  material  provided  under this Section  11.18 by or on behalf of the Company,  or
provided under this Section 11.18 by or on behalf of any  Subservicer,  Subcontractor  or  Third-Party  Originator  (collectively,  the
"Company  Information"),  or (B) the omission or alleged  omission to state in the Company  Information  a material fact required to be
stated in the Company  Information or necessary in order to make the statements  therein, in the light of the circumstances under which
they were made, not misleading;  provided,  by way of  clarification,  that clause (B) of this paragraph  shall be construed  solely by
reference  to the  Company  Information  and not to any  other  information  communicated  in  connection  with a sale or  purchase  of
securities,  without regard to whether the Company  Information or any portion  thereof is presented  together with or separately  from
such other information;

         (ii) any breach by the  Company of its  obligations  under this  Section  11.18,  including  particularly  any  failure by the
Company,  any  Subservicer,  any  Subcontractor  or any  Third-Party  Originator  to deliver any  information,  report,  certification,
accountants'  letter or other material when and as required under this Section 11.18,  including any failure by the Company to identify
pursuant to Section 11.20 any  Subcontractor  "participating  in the servicing  function" within the meaning of Item 1122 of Regulation
AB;

         (iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing  furnished  pursuant
to Section  3.01(q)  and made as of a date prior to the  closing  date of the related  Pass-Through  Transfer,  to the extent that such
breach is not cured by such  closing  date,  or any breach by the  Company  of a  representation  or  warranty  in a writing  furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or

         (iv)     the gross negligence, bad faith or willful misconduct of the Company in connection with its performance under this
Section 11.18;

provided,  however,  that the Purchaser shall indemnify the Company and its present and former directors,  officers,  and employees and
hold each of them harmless from and against any claims, losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and
related  costs,  judgments,  and any other costs,  fees and expenses that any of them may sustain from any untrue  statement or alleged
untrue  statement of a material  fact or the omission or alleged  omission to state a material  fact  required to be stated in order to
make the  statements  therein,  in the light of the  circumstances  under  which  they were  made,  not  misleading,  contained  in any
prospectus or prospectus supplement containing Company Information not arising out of or based upon the Company Information.

                  If the  indemnification  provided for herein is unavailable or  insufficient  to hold harmless an Indemnified  Party,
then the Company  agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,
losses,  damages or liabilities  incurred by such Indemnified  Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.

                  In the case of any failure of performance  described above, the Company shall promptly  reimburse the Purchaser,  any
Depositor,  as applicable,  and each Person  responsible  for the  preparation,  execution or filing of any report required to be filed
with the Commission  with respect to such  Pass-Through  Transfer,  or for execution of a  certification  pursuant to Rule 13a-14(d) or
Rule  15d-14(d)  under the Exchange Act with respect to such  Pass-Through  Transfer,  for all costs  reasonably  incurred by each such
party in order to obtain the information,  report,  certification,  accountants'  letter or other material not delivered as required by
the Company, any Subservicer, any Subcontractor or any Third-Party Originator.

         This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.

         The Purchaser  agrees to reimburse  the Company for its  reasonable  out-of-pocket  expenses  incurred in connection  with any
Reconstitution  hereunder;  provided,  however, such amount shall not exceed $5,000 and shall be remitted by the Purchaser upon written
request from the Company which shall be accompanied  with receipts or bills detailing such expenses;  provided,  further,  in the event
that such amount  exceeds  $5,000,  the Purchaser  shall  reimburse  the Company if the Purchaser  approves in writing of such expenses
prior to when incurred by the Company.

         19.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
11.20:

         Section 11.20. Use of Subservicers and Subcontractors.

         (a)      The Company shall not hire or otherwise  utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer  under this  Agreement or any  Reconstitution  Agreement  unless the Company  complies  with the  provisions of
paragraph  (b) of this  Section.  The Company  shall not hire or  otherwise  utilize the services of any  Subcontractor,  and shall not
permit any  Subservicer  to hire or  otherwise  utilize the services of any  Subcontractor,  to fulfill any of the  obligations  of the
Company as servicer under this Agreement or any  Reconstitution  Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.

         (b)      The Company shall cause any Subservicer  used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the  provisions  of this Section and with  Sections  3.01(p),  3.01(s),  6.04,  6.07 and 11.18 of this
Agreement to the same extent as if such  Subservicer  were the Company,  and to provide the  information  required with respect to such
Subservicer  under  Section  3.01(r) of this  Agreement.  The Company shall be  responsible  for obtaining  from each  Subservicer  and
delivering to the  Purchaser,  any Master  Servicer and any Depositor  any Annual  Statement of Compliance  required to be delivered by
such  Subservicer  under Section  6.04(a),  any  Assessment  of  Compliance  and  Attestation  Report  required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.

         (c)      The Company  shall  promptly upon request  provide to the  Purchaser,  any Master  Servicer and any Depositor (or any
designee of the Depositor,  such as an administrator) a written description (in form and substance  satisfactory to the Purchaser,  any
Master  Servicer  and such  Depositor)  of the role and  function of each  Subcontractor  utilized  by the Company or any  Subservicer,
specifying  (i) the  identity  of each  such  Subcontractor,  (ii)  which (if any) of such  Subcontractors  are  "participating  in the
servicing  function"  within the meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the  meaning of Item 1122 of  Regulation  AB, the  Company  shall  cause any such  Subcontractor  used by the Company (or by any
Subservicer)  for the benefit of the  Purchaser  and any  Depositor to comply with the  provisions  of Sections  6.07 and 11.18 of this
Agreement to the same extent as if such  Subcontractor  were the Company.  The Company shall be  responsible  for  obtaining  from each
Subcontractor  and  delivering to the Purchaser and any Depositor any  Assessment of Compliance  and  Attestation  Report and the other
certificates  required to be  delivered  by such  Subservicer  and such  Subcontractor  under  Section  6.07,  in each case as and when
required to be delivered.

         20.      Article XI of the  Agreement is hereby  amended  effective as of the date hereof by adding the  following new Section
11.21:

         Section 11.21. Third Party Beneficiary.

         For purposes of this  Agreement, each  Master  Servicer  shall be  considered  a third party  beneficiary  to this  Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.

         21.      The  Agreement is hereby  amended as of the date hereof by deleting  Exhibit E in its entirety and  replacing it with
the following:



                                                                   EXHIBIT E

                                                       REPORTING DATA FOR MONTHLY REPORT

                                             Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
         Column Name                            Description                      Decimal           Format Comment           Max
                                                                                                                            Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR               A value assigned by the Servicer to define a                 Text up to 10 digits             20
                               group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR                       A unique identifier assigned to each loan by                 Text up to 10 digits             10
                               the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR              A unique number assigned to a loan by the                    Text up to 10 digits             10
                               Servicer.  This may be different than the
                               LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME                  The borrower name as received in the file.                   Maximum length of 30 (Last,      30
                               It is not separated by first and last name.                  First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT                  Scheduled monthly principal and scheduled            2       No commas(,) or dollar signs     11
                               interest payment that a borrower is expected                 ($)
                               to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE                  The loan interest rate as reported by the            4       Max length of 6                   6
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE                   The loan gross interest rate less the service        4       Max length of 6                   6
                               fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE                  The servicer's fee rate for a loan as                4       Max length of 6                   6
                               reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT                   The servicer's fee amount for a loan as              2       No commas(,) or dollar signs     11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT                    The new loan payment amount as reported by           2       No commas(,) or dollar signs     11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE                  The new loan rate as reported by the Servicer.       4       Max length of 6                   6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE                 The index the Servicer is using to calculate         4       Max length of 6                   6
                               a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL              The borrower's actual principal balance at           2       No commas(,) or dollar signs     11
                               the beginning of the processing cycle.                       ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL              The borrower's actual principal balance at           2       No commas(,) or dollar signs     11
                               the end of the processing cycle.                             ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE         The date at the end of processing cycle that                 MM/DD/YYYY                       10
                               the borrower's next payment is due to the
                               Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1                The first curtailment amount to be applied.          2       No commas(,) or dollar signs     11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1               The curtailment date associated with the                     MM/DD/YYYY                       10
                               first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1                The curtailment interest on the first                2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2                The second curtailment amount to be applied.         2       No commas(,) or dollar signs     11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2               The curtailment date associated with the                     MM/DD/YYYY                       10
                               second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2                The curtailment interest on the second               2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3                The third curtailment amount to be applied.          2       No commas(,) or dollar signs     11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3               The curtailment date associated with the                     MM/DD/YYYY                       10
                               third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3                 The curtailment interest on the third                2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT                        The loan "paid in full" amount as reported by        2       No commas(,) or dollar signs     11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE                       The paid in full date as reported by the                     MM/DD/YYYY                       10
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                                                                                            Action Code Key:                  2
                                                                                            15=Bankruptcy,
ACTION_CODE                    The standard FNMA numeric code used to                       30=Foreclosure, , 60=PIF,
                               indicate the default/delinquent status of a                  63=Substitution,
                               particular loan.                                             65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT                    The amount of the interest adjustment as             2       No commas(,) or dollar signs     11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT         The Soldier and Sailor Adjustment amount, if         2       No commas(,) or dollar signs     11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT               The Non Recoverable Loan Amount, if                  2       No commas(,) or dollar signs     11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT                  The amount the Servicer is passing as a loss,        2       No commas(,) or dollar signs     11
                               if applicable.                                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL             The scheduled outstanding principal amount           2       No commas(,) or dollar signs     11
                               due at the beginning of the cycle date to be                 ($)
                               passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL             The scheduled principal balance due to               2       No commas(,) or dollar signs     11
                               investors at the end of a processing cycle.                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT                 The scheduled principal amount as reported by        2       No commas(,) or dollar signs     11
                               the Servicer for the current cycle -- only                   ($)
                               applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT                  The scheduled gross interest amount less the         2       No commas(,) or dollar signs     11
                               service fee amount for the current cycle as
                               reported by the Servicer -- only applicable
                               for Scheduled/Scheduled Loans.                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT                  The actual principal amount collected by the         2       No commas(,) or dollar signs     11
                               Servicer for the current reporting cycle --                  ($)
                               only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                               The actual gross interest amount less the
                               service fee amount for the current reporting                 No commas(,) or dollar signs
ACTL_NET_INT                   cycle as reported by the Servicer -- only            2       ($)                              11
                               applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT            The penalty amount received when a borrower          2       No commas(,) or dollar signs     11
                               prepays on his loan as reported by the                       ($)
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED         The prepayment penalty amount for the loan           2       No commas(,) or dollar signs     11
                               waived by the servicer.                                      ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE                       The Effective Payment Date of the                            MM/DD/YYYY                       10
                               Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE                       The Modification Type.                                       Varchar - value can be alpha     30
                                                                                            or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT         The current outstanding principal and                2       No commas(,) or dollar signs     11
                               interest advances made by Servicer.                          ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------

         22.      The Agreement is hereby amended as of the date hereof by adding the following new Exhibit F:




                                                                   EXHIBIT F

                                                       REPORTING DATA FOR DEFAULTED LOANS

                                               Standard File Layout – Delinquency Reporting

-------------------------------------- ---------------------------------------------------- -------------- ---------------
         Column/Header Name                                Description                         Decimal     Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR                      A unique number assigned to a loan by the
                                       Servicer.  This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR                               A unique identifier assigned to each loan by the
                                       originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR                             Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR                      Contains a unique number as assigned by an
                                       external servicer to identify a group of loans in
                                       their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME                    First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME                     Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS                           Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE                             The state where the  property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP                               Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE                 The date that the borrower's next payment is due                    MM/DD/YYYY
                                       to the servicer at the end of processing cycle, as
                                       reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE                              Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE                  The date a particular bankruptcy claim was filed.                   MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE                The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR                    The case number assigned by the court to the
                                       bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE                 The payment due date once the bankruptcy has been                   MM/DD/YYYY
                                       approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE             The Date The Loan Is Removed From Bankruptcy.                       MM/DD/YYYY
                                       Either by Dismissal, Discharged and/or a Motion
                                       For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE                     The Date The Loss Mitigation Was Approved By The                    MM/DD/YYYY
                                       Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE                          The Type Of Loss Mitigation Approved For A Loan
                                       Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE                 The Date The Loss Mitigation /Plan Is Scheduled To                  MM/DD/YYYY
                                       End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE                 The Date The Loss Mitigation Is Actually Completed                  MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE                   The date DA Admin sends a letter to the servicer                    MM/DD/YYYY
                                       with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE                 Date File Was Referred To Attorney to Pursue                        MM/DD/YYYY
                                       Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE                       Notice of 1st legal filed by an Attorney in a                       MM/DD/YYYY
                                       Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE              The date by which a foreclosure sale is expected                    MM/DD/YYYY
                                       to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE                       The actual date of the foreclosure sale.                            MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT                        The amount a property sold for at the foreclosure          2        No commas(,)
                                       sale.                                                               or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE                    The date the servicer initiates eviction of the                     MM/DD/YYYY
                                       borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE                The date the court revokes legal possession of the                  MM/DD/YYYY
                                       property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE                             The price at which an REO property is marketed.            2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE                              The date an REO property is listed at a particular                  MM/DD/YYYY
                                       price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT                              The dollar value of an offer for an REO property.          2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME                        The date an offer is received by DA Admin or by                     MM/DD/YYYY
                                       the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE                       The date the REO sale of the property is scheduled                  MM/DD/YYYY
                                       to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE                Actual Date Of REO Sale                                             MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE                          Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE                    A code that indicates the condition of the
                                       property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE                   The date a  property inspection is performed.                       MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE                         The date the appraisal was done.                                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL                           The current "as is" value of the property based           2
                                       on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL                      The amount the property would be worth if repairs          2
                                       are completed pursuant to a broker's price opinion
                                       or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE                     FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE                     The circumstances which caused a borrower to stop
                                       paying on a loan.   Code indicates the reason why
                                       the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE                    Date Mortgage Insurance Claim Was Filed With                        MM/DD/YYYY
                                       Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT                           Amount of Mortgage Insurance Claim Filed                            No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE                     Date Mortgage Insurance Company Disbursed Claim                     MM/DD/YYYY
                                       Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID                      Amount Mortgage Insurance Company Paid On Claim            2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE                  Date Claim Was Filed With Pool Insurance Company                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT                         Amount of Claim Filed With Pool Insurance Company          2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE                   Date Claim Was Settled and The Check Was Issued By                  MM/DD/YYYY
                                       The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID                    Amount Paid On Claim By Pool Insurance Company             2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE             Date FHA Part A Claim Was Filed With HUD                           MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT                    Amount of FHA Part A Claim Filed                          2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE              Date HUD Disbursed Part A Claim Payment                            MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT               Amount HUD Paid on Part A Claim                           2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE              Date FHA Part B Claim Was Filed With HUD                          MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT                     Amount of FHA Part B Claim Filed                         2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE                Date HUD Disbursed Part B Claim Payment                          MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT               Amount HUD Paid on Part B Claim                           2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE                     Date VA Claim Was Filed With the Veterans Admin                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE                      Date Veterans Admin. Disbursed VA Claim Payment                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT                       Amount Veterans Admin. Paid on VA Claim                   2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------


Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:

o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards.  If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown



Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                      029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                      030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------




Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------




         23.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:




                                                                   EXHIBIT K

                                                      COMPANY'S OBLIGATIONS IN CONNECTION
                                                             WITH A RECONSTITUTION

         •        The  Company  shall  (i)  possess  the  ability  to  service  to  a  securitization  documents;  (ii)  service  on  a
"Scheduled/Scheduled"  reporting  basis  (advancing  through the  liquidation of an REO  Property),  (iii) make  compensating  interest
payments on payoffs and  curtailments  and (iv) remit and report to a Master  Servicer in format  acceptable to such Master Servicer by
the 10th calendar day of each month.

         •        The Company shall provide an acceptable  annual  certification  (officer's  certificate)  to the Master  Servicer (as
required by the Sarbanes-Oxley  Act of 2002) as well as any other annual  certifications  required under the  securitization  documents
(i.e. the annual statement as to compliance/annual  independent  certified public accountants'  servicing report due by March 1 of each
year).

         •        The  Company  shall allow for the  Purchaser,  the Master  Servicer or their  designee to perform a review of audited
financials and net worth of the Company.

         •        The Company shall provide a Uniform Single Attestation Program  certificate and Management  Assertion as requested by
the Master Servicer or the Purchaser.

         •        The  Company  shall  provide  information  on each  Custodial  Account as  requested  by the Master  Servicer  or the
Purchaser,  and each  Custodial  Accounts  shall  comply with the  requirements  for such  accounts as set forth in the  securitization
documents.

         •        The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.



         24.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:




                                                                   EXHIBIT L

                                                         FORM OF COMPANY CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  COMPANY]  (the  "Company"),  certify  to  [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

                  I have reviewed the servicer compliance  statement of the Company provided in accordance with Item 1123 of Regulation
         AB (the "Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing criteria set forth
         in Item  1122(d) of  Regulation  AB (the  "Servicing  Criteria"),  provided in  accordance  with Rules 13a-18 and 15d-18 under
         Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and  Item  1122 of  Regulation  AB  (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered by the Company to the [Depositor] [Master Servicer] [Securities  Administrator]  [Trustee] pursuant to the Agreement
         (collectively, the "Company Servicing Information");

                  Based on my knowledge, the Company Servicing Information,  taken as a whole, does not contain any untrue statement of
         a material  fact or omit to state a material fact  necessary to make the  statements  made, in the light of the  circumstances
         under which such  statements  were made,  not misleading  with respect to the period of time covered by the Company  Servicing
         Information;

                  Based on my  knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the
         Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

                  I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and based on
         my knowledge  and the  compliance  review  conducted  in preparing  the  Compliance  Statement  and except as disclosed in the
         Compliance  Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under
         the Agreement in all material respects; and

The  Compliance  Statement  required to be  delivered by the Company  pursuant to this  Agreement,  and the  Servicing  Assessment  and
Attestation  Report  required to be provided by the Company and by any Subservicer and  Subcontractor  pursuant to the Agreement,  have
been  provided to the  [Depositor]  [Master  Servicer].  Any material  instances of  noncompliance  described in such reports have been
disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.

         25.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:




                                                               EXHIBIT M

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

NOTE: This Exhibit M is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit M and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1122(d)

(i)      General servicing considerations.

        (A)      Policies and procedures are instituted to monitor any  performance or other triggers and events of default in accordance  with
the transaction agreements.

        (B)      If any material  servicing  activities are outsourced to third parties,  policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.

        (C)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

        (D)      A fidelity bond and errors and omissions policy is in effect on the party  participating in the servicing function  throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

(ii)     Cash collection and administration.

        (A)      Payments on mortgage loans are deposited into the  appropriate  custodial bank accounts and related bank clearing  accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.

        (B)      Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

        (C)      Advances of funds or guarantees  regarding  collections,  cash flows or distributions,  and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.

        (D)      The  related  accounts  for  the  transaction,   such  as  cash  reserve  accounts  or  accounts  established  as  a  form  of
overcollateralization,  are  separately  maintained  (e.g.,  with  respect  to  commingling  of cash) as set  forth in the  transaction
agreements.

        (E)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

        (F)      Unissued checks are safeguarded so as to prevent unauthorized access.

        (G)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(iii)    Investor remittances and reporting.

        (A)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

        (B)      Amounts due to investors are allocated and remitted in accordance with timeframes,  distribution  priority and other terms set
forth in the transaction agreements.

        (C)      Disbursements  made to an investor are posted  within two business  days to the  Servicer's  investor  records,  or such other
number of days specified in the transaction agreements.

        (D)      Amounts remitted to investors per the investor  reports agree with cancelled  checks,  or other form of payment,  or custodial
bank statements.

(iv)     Mortgage Loan administration.

        (A)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

        (B)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

        (C)      Any additions,  removals or substitutions to the asset pool are made,  reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.

        (D)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

        (E)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

        (F)      Changes with respect to the terms or status of an obligor's  mortgage loans (e.g., loan  modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.

        (G)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

        (H)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

        (I)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

        (J)      Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
        (C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

        (K)      Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

        (L)      Any late payment  penalties  in  connection  with any payment to be made on behalf of an obligor are paid from the  Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

        (M)      Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

        (N)      Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

        (O)      Any external  enhancement  or other  support,  identified in Item  1114(a)(1)  through (3) or Item 1115 of  Regulation AB,  is
maintained as set forth in the transaction agreements.

         26.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:




                                                               EXHIBIT N

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

NOTE: This Exhibit N is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit N and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1105(a)(1)-(3) and (c)

         -Provide  static pool  information  with respect to mortgage loans that were  originated or purchased by the Company and which
are of the same type as the Mortgage Loans.

         -Provide static pool information  regarding  delinquencies,  cumulative  losses and prepayments for prior securitized pools of
the Company.

         -If the Company has less than 3 years  experience  securitizing  assets of the same type as the  Mortgage  Loans,  provide the
static pool  information by vintage  origination  years  regarding  loans  originated or purchased by the Company,  instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.

         -Such  static pool  information  shall be for the prior five years,  or for so long as the  Company  has been  originating  or
purchasing (in the case of data by vintage  origination  year) or securitizing  (in the case of data by prior  securitized  pools) such
mortgage loans if for less than five years.

         -The static pool information for each vintage  origination year or prior securitized  pool, as applicable,  shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.

         -Provide summary  information for the original  characteristics  of the prior securitized pools or vintage  origination years,
as applicable and material,  including:  number of pool assets, original pool balance,  weighted average initial loan balance, weighted
average  mortgage rate,  weighted  average and minimum and maximum FICO,  product type, loan purpose,  weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.

Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -a description of the Company's form of organization;

         -a description of how long the Company has been servicing  residential  mortgage loans; a general  discussion of the Company's
experience in servicing  assets of any type as well as a more detailed  discussion of the Company's  experience  in, and procedures for
the  servicing  function it will perform  under this  Agreement  and any  Reconstitution  Agreements;  information  regarding the size,
composition  and growth of the  Company's  portfolio of mortgage  loans of the type similar to the Mortgage  Loans and  information  on
factors  related  to the  Company  that may be  material  to any  analysis  of the  servicing  of the  Mortgage  Loans  or the  related
asset-backed securities,  as applicable,  including whether any default or servicing related performance trigger has occurred as to any
other  securitization due to any act or failure to act of the Company,  whether any material  noncompliance  with applicable  servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;

         -a  description  of any material  changes to the Company's  policies or  procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Company's  financial  condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved  in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Company's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and  interest  advances  made by the  Company on the  Mortgage  Loans and the
Company's overall servicing portfolio for the past three years; and

         -the Company's process for handling  delinquencies,  losses,  bankruptcies and recoveries,  such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1110(a)

         -Identify any originator or group of affiliated originators that originated,  or is expected to originate,  10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.


Item 1110(b)

         Provide the following  information with respect to any originator or group of affiliated  originators  that originated,  or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -the Company's form of organization; and

         -a  description  of the Company's  origination  program and how long the Company has been engaged in  originating  residential
mortgage  loans,  which  description  must include a discussion of the Company's  experience in originating  mortgage loans of the same
type as the Mortgage  Loans and  information  regarding  the size and  composition  of the Company's  origination  portfolio as well as
information  that may be material to an analysis of the performance of the Mortgage  Loans,  such as the Company's  credit-granting  or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.


Item 1117

         -describe any legal  proceedings  pending against the Company or against any of its property,  including any proceedings known
to be  contemplated  by  governmental  authorities,  that may be material to the holders of the securities  issued in the  Pass-Through
Transfer.


Item 1119(a)

         -describe  any  affiliations  of the Company,  each other  originator  of the  Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Pass-Through Transfer.


Item 1119(b)

         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the  Pass-Through  Transfer,  between the Company,  each other  originator of the Mortgage  Loans and each  Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Pass-Through Transfer.

Item 1119(c)

         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
Mortgage  Loans or the  Pass-Through  Transfer,  including  the material  terms and  approximate  dollar amount  involved,  between the
Company, each other originator of the Mortgage Loans and each Subservicer,  or their respective  affiliates and the sponsor,  depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.

         27.      The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:




                                                               EXHIBIT O

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The  assessment  of compliance  to be delivered by [the  Company]  [Name of  Subservicer]  shall  address,  at a minimum,  the
criteria identified as below as "Applicable Servicing Criteria":

--------------------------------------------------------------------------------------------- -----------------------
                                     Servicing Criteria                                        Applicable Servicing
                                                                                                     Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures are instituted to monitor any performance               X
                        or other triggers and events of default in accordance with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If any material servicing activities are outsourced to third                    X
                        parties, policies and procedures are instituted to monitor the
                        third party's performance and compliance with such servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any requirements in the transaction agreements to maintain a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions policy is in effect on the             X
                        party participating in the servicing function throughout the
                        reporting period in the amount of coverage required by and
                        otherwise in accordance with the terms of the transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments on mortgage loans are deposited into the appropriate                   X
                        custodial bank accounts and related bank clearing accounts no more
                        than two business days following receipt, or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements made via wire transfer on behalf of an obligor or to              X
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees regarding collections, cash flows               X
                        or distributions, and any interest or other fees charged for such
                        advances, are made, reviewed and approved as specified in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The related accounts for the transaction, such as cash reserve
                        accounts or accounts established as a form of
                        overcollateralization, are separately maintained (e.g., with                    X
                        respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each custodial account is maintained at a federally insured                     X
                        depository institution as set forth in the transaction agreements.
                        For purposes of this criterion, "federally insured depository
                        institution" with respect to a foreign financial institution means
                        a foreign financial institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent unauthorized                   X
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations are prepared on a monthly basis for all                        X
                        asset-backed securities related bank accounts, including custodial
                        accounts and related bank clearing accounts. These reconciliations
                        are (A) mathematically accurate; (B) prepared within 30 calendar
                        days after the bank statement cutoff date, or such other number of
                        days specified in the transaction agreements; (C) reviewed and
                        approved by someone other than the person who prepared the
                        reconciliation; and (D) contain explanations for reconciling items.
                        These reconciling items are resolved within 90 calendar days of
                        their original identification, or such other number of days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports to investors, including those to be filed with the                      X
                        Commission, are maintained in accordance with the transaction
                        agreements and applicable Commission requirements. Specifically,
                        such reports (A) are prepared in accordance with timeframes and
                        other terms set forth in the transaction agreements; (B) provide
                        information calculated in accordance with the terms specified in
                        the transaction agreements; (C) are filed with the Commission as
                        required by its rules and regulations; and (D) agree with
                        investors' or the trustee's records as to the total unpaid
                        principal balance and number of mortgage loans serviced by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors are allocated and remitted in accordance               X
                        with timeframes, distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements made to an investor are posted within two business
                        days to the Servicer's investor records, or such other number of                X
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts remitted to investors per the investor reports agree with
                        cancelled checks, or other form of payment, or custodial bank                   X
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------
                                             Pool Asset Administration
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage loans is maintained as required             X
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related documents are safeguarded as required by              X
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any additions, removals or substitutions to the asset pool are                  X
                        made, reviewed and approved in accordance with any conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments on mortgage loans, including any payoffs, made in                      X
                        accordance with the related mortgage loan documents are posted to
                        the Servicer's obligor records maintained no more than two business
                        days after receipt, or such other number of days specified in the
                        transaction agreements, and allocated to principal, interest or
                        other items (e.g., escrow) in accordance with the related mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's records regarding the mortgage loans agree with the              X
                        Servicer's records with respect to an obligor's unpaid principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes with respect to the terms or status of an obligor's                     X
                        mortgage loans (e.g., loan modifications or re-agings) are made,
                        reviewed and approved by authorized personnel in accordance with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss mitigation or recovery actions (e.g., forbearance plans,                   X
                        modifications and deeds in lieu of foreclosure, foreclosures and
                        repossessions, as applicable) are initiated, conducted and
                        concluded in accordance with the timeframes or other requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records documenting collection efforts are maintained during the                X
                        period a mortgage loan is delinquent in accordance with the
                        transaction agreements. Such records are maintained on at least a
                        monthly basis, or such other period specified in the transaction
                        agreements, and describe the entity's activities in monitoring
                        delinquent mortgage loans including, for example, phone calls,
                        letters and payment rescheduling plans in cases where delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments to interest rates or rates of return for mortgage loans             X
                        with variable rates are computed based on the related mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding any funds held in trust for an obligor (such as escrow                X
                        accounts): (A) such funds are analyzed, in accordance with the
                        obligor's mortgage loan documents, on at least an annual basis, or
                        such other period specified in the transaction agreements; (B)
                        interest on such funds is paid, or credited, to obligors in
                        accordance with applicable mortgage loan documents and state laws;
                        and (C) such funds are returned to the obligor within 30 calendar
                        days of full repayment of the related mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments made on behalf of an obligor (such as tax or insurance                 X
                        payments) are made on or before the related penalty or expiration
                        dates, as indicated on the appropriate bills or notices for such
                        payments, provided that such support has been received by the
                        servicer at least 30 calendar days prior to these dates, or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late payment penalties in connection with any payment to be                 X
                        made on behalf of an obligor are paid from the servicer's funds and
                        not charged to the obligor, unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements made on behalf of an obligor are posted within two
                        business days to the obligor's records maintained by the servicer,
                        or such other number of days specified in the transaction                       X
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies, charge-offs and uncollectible accounts are                      X
                        recognized and recorded in accordance with the transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any external enhancement or other support, identified in Item
                        1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)          as set forth in the transaction agreements.
-----------------------                                                                       -----------------------

----------------------- --------------------------------------------------------------------- -----------------------



                                                     [NAME OF COMPANY] [NAME OF SUBSERVICER]


                                                     Date:    _________________________



                                                     By:      _________________________
                                                     Name:
                                                     Title:


         28.      The Agreement is hereby amended as of the date hereof by adding the following new Exhibit P:




                                                                   EXHIBIT P

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE:  Do not net or combine items.  Show all expenses individually and all credits as separate line items.  Claim packages
         are due on the remittance report date.  Late submissions may result in claims not being passed until the following month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


                           The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:
         1.       The Actual Unpaid Principal Balance of the Mortgage Loan.  For documentation, an Amortization Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.

         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
                  payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
                  basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period

                     of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to
                     recover advances.

                   *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
                           proceeds.

         Total Realized Loss (or Amount of Any Gain)
         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________


----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $________________(1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              ________________ (6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                                $_______________(13)
         Credits:
         (14) Escrow Balance                                                    $_______________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                     $_______________(22)
         Total Realized Loss (or Amount of Gain)                                $_______________(23)


Escrow Disbursement Detail


------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

         29.      The Agreement is hereby amended as of the date hereof by adding the following new Exhibit Q:




                                                                   EXHIBIT Q

                                                        Delinquency Recognition Policies
                                           [To be provided by EMC and mutually agreed by the parties]



         30.      Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.

         31.      This  Amendment may be executed by one or more of the parties  hereto on any number of separate  counterparts  and of
said counterparts taken together shall be deemed to constitute one and the same instrument.

                                                       [SIGNATURE PAGES FOLLOW]




         IN WITNESS WHEREOF,  the following parties have caused their names to be signed hereto by their respective  officers thereunto
duly authorized as of the day and year first above written.
                                                              EMC MORTGAGE CORPORATION,
                                                                       as Purchaser

                                                              By:________________________________________
                                                              Name:
                                                              Title:


                                                              MID AMERICA BANK, FSB,
                                                                       as Company

                                                              By:_________________________________________
                                                              Name:
                                                              Title:




                                                                                                                           EXHIBIT H-11



                                        MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT

                                                       dated as of  April 26, 2001

                                                                 between

                                                    EMC Mortgage Corporation Purchaser

                                                                  and

                                                   CENDANT MORTGAGE CORPORATION and

                                               BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST
                                        (formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST)
                                                                Sellers




                                                      Schedules
A.       Mortgage Loan Schedule
B.       Content of Mortgage File

     B-1 Purchaser's Mortgage File
     B-2 Servicer's Mortgage File

C.       Cendant Guidelines and Restrictions


                                                               Exhibits

Exhibit 2.05      Form of Assignment, Assumption and Recognition Agreement
Exhibit 5.03(a)   Report P-4DL
Exhibit 5.03(b)   Report S-5L2
Exhibit 5.03(c)   Form of Notice of Foreclosure
Exhibit 5.04-1    Form of Collection Account Certification
Exhibit 5.04-2    Form of Collection Account Letter Agreement
Exhibit 5.06-1    Form of Escrow Account Certification
Exhibit 5.06-2    Form of Escrow Account Letter Agreement
Exhibit 6.02(a)   Report P-139 -- Monthly Statement of Mortgage Accounts
Exhibit 6.02(b)   Report S-50Y -- Private Pool Detail Report
Exhibit 6.02(c)   Report S-213 -- Summary of Curtailments Made Remittance Report
Exhibit 6.02(d)   Report S-214 -- Summary of Paid in Full Remittance Report
Exhibit 6.02(e)   Report S-215 -- Consolidation of Remittance Report
Exhibit 6.02(f)   Report T-62C -- Monthly Accounting Report
Exhibit 6.02(g)   Report T-62E -- Liquidation Report
Exhibit 8.01      Report P-195  Delinquency Report
Exhibit 9         Term Sheet
Exhibit 10        Additional Collateral Assignment and Servicing Agreement




                               MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT

     This Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of April 26, 2001, is entered into between  EMC Mortgage
     Corporation, as the Purchaser ("Purchaser"), Cendant Mortgage Corporation ("Cendant Mortgage") and Bishop's Gate Residential
     Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) (the "Trust," together with Cendant Mortgage, the "Sellers"
     and individually, each a "Seller"), as the Sellers.


                                               PRELIMINARY STATEMENT

1.  Cendant Mortgage is engaged in the business, inter alia, of making loans to individuals, the repayment of which is secured by a
first lien mortgage on such individuals' residences (each, a "Mortgage Loan"). The Trust is engaged in the business of purchasing
such Mortgage Loans from Cendant Mortgage and selling same to investors.

2.  Purchaser is engaged in the business, inter alia, of purchasing Mortgage Loans for its own account.

3.  Cendant Mortgage has established certain terms, conditions and loan programs, as described in Cendant Mortgage's Program and
Underwriting Guidelines (the "Cendant Guide") and Purchaser is willing to purchase Mortgage Loans that comply with the terms of such
terms, conditions and loan programs. The applicable provisions of the Cendant Guide are attached hereto as Schedule C.

4.       Purchaser and Sellers desire to establish a flow program whereby Cendant Mortgage will
make Mortgage Loans which meet the applicable provisions of the  Cendant Guide, and Purchaser will, on a regular basis, purchase such
Mortgage Loans from Cendant Mortgage or the Trust, as applicable, provided the parties agree on the price, date and other conditions
or considerations as set forth in this Agreement.

5. Purchaser and  Sellers wish to prescribe the terms and manner of purchase by the Purchaser and sale by the Sellers of the Mortgage
Loans, and the management and servicing of the Mortgage Loans by Cendant Mortgage, as the Servicer (the "Servicer"), in this
Agreement.


NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Purchaser and the Sellers agree as follows:


ARTICLE I:  DEFINITIONS

Section 1.01               Defined Terms.

         Whenever used in this Agreement, the following words and phrases shall have the following meaning specified in this Article:

         "Acceptable Servicing Procedures:  The procedures, including prudent collection and loan administration procedures, and the
standard of care (I) employed by prudent mortgage servicers which service mortgage loans of the same type as the Mortgage Loans in he
jurisdictions in which the related Mortgage Properties are located and (ii) in accordance with FNMA Guide, subject to any variances
negotiated with FNMA and subject to the express provisions of this Agreement.  Such standard of care shall not be lower than that the
Servicer customarily employs and exercises in servicing and administering similar mortgage loans for its own account and shall be in
full compliance with all federal, state, and local laws, ordinances, rules and regulations.

         "Affiliate":  When used with reference to a specified Person, any Person that (i) directly or indirectly controls or is
controlled by or is under common control with the specified Person, (ii) is an officer of, partner in or trustee of, or serves in a
similar capacity with respect to, the specified person or of which the specified Person is an officer, partner or trustee, or with
respect to which the specified Person serves in a similar capacity, or (iii) directly or indirectly is the beneficial owner of 10% or
more of any class of equity securities of the specified Person or of which the specified person is directly or indirectly the owner
of 10% or more of any class of equity securities.

         "Agreement":  This Mortgage Loan Flow Purchase, Sale & Servicing Agreement between the Purchaser and the Sellers.

         "ALTA":  The American Land Title Association or any successor thereto..

         "Appraised Value":  With respect to any Mortgaged Property, the lesser of:  (i) the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the
minimum requirements of FNMA and FHLMC; or (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan; provided that, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property shall
be based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of FNMA and FHLMC.

         "ARM Loan":  An "adjustable rate" Mortgage Loan, the Note Rate of which is subject to periodic adjustment in accordance with
the terms of the Mortgage Note.

         "Assignment":  An individual assignment of a Mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.

         "Bankruptcy Code":  The Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101-1330), as amended, modified, or supplemented from
time to time, and any successor statute, and all rules and regulations issued or promulgated in connection therewith.

         "Business Day":  Any day other than (i) a Saturday or Sunday, or (ii) a day on which the Federal Reserve is closed.

         "Buydown Mortgage Loan":  Any Mortgage Loan in respect of which, pursuant to a buydown agreement, (i) the Mortgagor pays
less than the full monthly payments specified in the Mortgage Note for a specified period, and (ii) the diference between the
payments required under such buydown agreement and the Mortgage Note is provided from buydown funds.

         "Cendant Guide":  As defined in paragraph 3 of the Preliminary Statement to this Agreement.

         "Closing Documents":  With respect to the initial Funding Date, the following documents:

          (A)   two counterparts to this Agreement

          (B)   the final Mortgage Loan Schedule for the related Transaction

          (C)   the related Term Sheet

         "Code":  The Internal Revenue Code of 1986, as amended.

         "Collection Account":  The separate trust account or accounts created and maintained pursuant to Section 5.04 which shall be
an Eligible Account and which shall be entitled "Cendant Mortgage Corporation, as servicer and custodian for the Purchaser of
Mortgage Loans under the Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of April 26, 2001 ."

         "Condemnation Proceeds": All awards or settlements in respect of a taking of an entire Mortgaged Property or a part thereof
by exercise of the power of eminent domain or condemnation.

          "Credit Documents": Those documents, comprising part of the Mortgage File, required of the Mortgagor, as described in
Section 2 (Specific Loan Program Guidelines) of the Guide.

"Cut Off Date": The first day of the month in which the related Funding Date occurs.

         "Defective Mortgage Loan":  As defined in Section 3.04(3).

         "Determination Date":  The 15th day of each calendar month, commencing on the 15th day of the month following the Funding
Date, or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.

         "Due Date":  With respect to any Mortgage Loan, the day of the month on which each Monthly Payment is due thereon, exclusive
of any days of grace.

         "Eligible Account":  One or more accounts (i) that are maintained with a depository institution the long-term unsecured debt
obligations of which have been rated by each Rating Agency in one of its two highest rating categories at the time of any deposit
therein, (ii) that are trust accounts with any depository institution held by the depository institution in its capacity as a
corporate trustee, or (iii) the deposits in which are insured by the FDIC (to the limits established by the FDIC) and the uninsured
deposits in which are otherwise secured such that the Purchaser has a claim with respect to the funds in such accounts or a perfected
first security interest against any collateral securing such funds that is superior to claims of any other depositors or creditors of
the depository institution with which such accounts are maintained.  In addition, solely with respect to Mortgage Loans which are not
part of a securitization, "Eligible Account" shall include any accounts that meet the standards established from time to time by FNMA
for eligible custodial depositories.

         "Environmental Assessment":  A "Phase I" environmental assessment of a Mortgaged Property prepared by an Independent Person
who regularly conducts environmental assessments and who has any necessary license(s) required by applicable law and has five years
experience in conducting environmental assessments.

         "Environmental Conditions Precedent to Foreclosure":  As defined in Section 5.15(v).

         "Environmental Laws":  All federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants,
contaminants or industrial, toxic or hazardous substances or wastes into the environment, including ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants or industrial, toxic or hazardous substances or wastes or the cleanup or other
remediation thereof.

         "Escrow Account":  The separate trust account or accounts created and maintained pursuant to Section 5.06 which shall be an
eligible account which shall be entitled "Cendant Mortgage Corporation, as servicer and custodian for the Purchaser under the
Mortgage Loan Flow Purchase, Sale & and Servicing Agreement, dated as of April 26, 2001 (as amended), and various mortgagors."

         "Escrow Payments":  The amounts constituting ground rents, taxes, assessments, water rates, mortgage insurance premiums,
fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to any
Mortgage Loan.

         "Event of Default":  Any one of the conditions or circumstances enumerated in Section 10.01.

         "FDIC":  The Federal Deposit Insurance Corporation or any successor organization.

         "FHLMC":  The Federal Home Loan Mortgage Corporation (also known as Freddie Mac) or any successor organization.

         "FHLMC Servicing Guide":  The FHLMC/Freddie Mac Sellers' and Servicers' Guide in effect on and after the Funding Date.

         "Fidelity Bond":  A fidelity bond to be maintained by the Servicer pursuant to Section 5.12.

         "FNMA":  The Federal National Mortgage Association (also known as Fannie Mae) or any successor organization.

         "FNMA Guide":  The FNMA/Fannie Mae Selling Guide and the Servicing Guide, collectively, in effect on and after the Funding
Date.

         "Funding Date": Each date  that Purchaser purchases Mortgage Loans from the Sellers hereunder.

         "Gross Margin":  With respect to each ARM Loan, the fixed percentage added to the Index on each Rate Adjustment Date, as
specified in each related Mortgage Note and listed in the Mortgage Loan Schedule.

         "Independent":  With respect to any specified Person, such Person who:  (i) does not have any direct financial interest or
any material indirect financial interest in the applicable Mortgagor, the Sellers, the Purchaser, or their Affiliates; and (b) is not
connected with the applicable Mortgagor, the Sellers, the Purchaser, or their respective Affiliates as an officer, employee,
promoter, underwriter, trustee, member, partner, shareholder, director, or Person performing similar functions.

         "Index":  With respect to each ARM Loan, on each Rate Adjustment Date, the applicable rate index set forth on the Mortgage
Loan Schedule, which shall be an index described on such Mortgage Loan Schedule.

     "Insolvency Proceeding":  With respect to any Person:  (i) any case, action, or proceeding with respect to such Person before any
     court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution,
     winding-up, or relief of debtors; or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets
     for creditors, or other, similar arrangement in respect of the creditors generally of such Person or any substantial portion of
     such Person's creditors; in any case undertaken under federal, state or foreign law, including the Bankruptcy Code.

         "Insurance Proceeds":  Proceeds of any Primary Insurance Policy, title policy, hazard policy or other insurance policy
covering a Mortgage Loan, if any, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance Acceptable Servicing Procedures.

         "Lender Paid Mortgage Insurance Rate":  The Lender Paid Mortgage Insurance Rate for any lender-paid Primary Insurance Policy
shall be a rate per annum equal to the percentage shown on the Mortgage Loan Schedule.

         "Legal Documents": Those documents, comprising part of the Mortgage File, set forth in Schedule B-1 of this Agreement.

         "Liquidation Proceeds":  Amounts, other than Insurance Proceeds and Condemnation Proceeds, received by the Servicer in
connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than
amounts received following the acquisition of an REO Property in accordance with the provisions hereof.

         "Loan-to-Value Ratio" or "LTV":  With respect to any Mortgage Loan, the original principal balance of such Mortgage Loan
divided by the lesser of the Appraised Value of the related Mortgaged Property or the purchase price.  The Loan-to-Value Ratio of any
Additional Collateral Mortgage Loan (as defined in Exhibit 10 hereto) shall be calculated by reducing the principal balance of such
Additional Collateral Mortgage Loan by the amount of Additional Collateral (as defined in Exhibit 10 hereto) with respect to such
Mortgage Loan.

         "MAI Appraiser":  With respect to any real property, a member of the American Institute of Real Estate Appraisers with a
minimum of 5 years of experience appraising real property of a type similar to the real property being appraised and located in the
same geographical area as the real property being appraised.

         "Monthly Advance":  The aggregate amount of the advances made by the Servicer on any Remittance Date pursuant to and as more
fully described in Section 6.03.

         "Monthly Payment":  The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a
Mortgagor under the related Mortgage Note.

         "Monthly Period":   The period commencing on the day after each Record Date during the term hereof and ending on the next
succeeding Record Date during the term hereof (or, if earlier, the date on which this Agreement terminates).

         "Mortgage": The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.

         "Mortgaged Property":  With respect to a Mortgage Loan, the underlying real property securing repayment of a Mortgage Note,
consisting of a fee simple estate.

         "Mortgage File":  With respect to a particular Mortgage Loan, those origination and servicing documents, escrow documents,
and other documents as are specified on Schedule B to this Agreement.

         "Mortgage Loan":  Each individual mortgage loan (including all documents included in the Mortgage File evidencing the same,
all Monthly Payments, Principal Prepayments , Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, and other proceeds
relating thereto, and any and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith) which is
the subject of this Agreement.  The Mortgage Loans subject to this Agreement shall be identified on Mortgage Loan Schedules prepared
in connection with each Funding Date.

         "Mortgage Loan Remittance Rate": The gross interest rate of the Mortgage Loans less the Servicing Fee Rate and Lender Paid
Mortgage Insurance Rate, if applicable.

         " Mortgage Loan Schedule:  With respect to the Mortgage Loans included in a Loan Pool to be sold pursuant to this Agreement
on any Funding Date, the Schedule or Schedules of Mortgage Loans agreed to by the parties that describes such Mortgage Loans, which
Schedule shall set forth at least the following information with respect to each Mortgage Loan to the extent applicable: (1) the
Mortgage Loan identifying number, (2) the city, state and zip code of the Mortgaged Property, (3)  the Mortgage Interest Rate as of
the applicable Cut-off Date, (4) the Net Rate as of the applicable Cut-off Date, (5) the amount of the Monthly Payment as of the
applicable Cut-off Date, (6) with respect to each ARM Loan, the Gross Margin, (7)  the scheduled or stated Maturity Date, (8) the
Cut-off Date Principal Balance of the Mortgage Loan, (9) the Loan-to-Value Ratio at origination, (10) with respect to each ARM Loan,
the first Interest Rate Adjustment Date immediately following the Closing Date for such Mortgage Loan, (11) with respect to each ARM
Loan, the Maximum Mortgage Interest Rate, (12) the Mortgagor's first and last name, (13) a code indicating the Mortgage property
occupancy, (14) the type of residential dwelling constituting the Mortgaged Property, (15) the original months to maturity, (16) the
original date of the Mortgage Loan and the remaining months to maturity from the Cut-off Date based on the original amortization
schedule, (17) the date on which the first Monthly Payment was due on the Mortgage Loan, (18) the amount of the Monthly Payment at
origination, (19) the last Due Date on which a Monthly Payment was actually applied to the Unpaid Principal Balance, (20) the
original principal amount of the Mortgage Loan, (21) a code indicating the purpose of the loan (i.e., purchase financing, rate/term
refinancing, cash-out refinancing), (22) the Mortgage Interest Rate at origination, (23) with respect to each ARM Loan, the periodic
rate cap, (24) with respect to each ARM Loan, the Index, (25) a code indicating whether the Mortgage Loan is an ARM Loan or a fixed
rate Mortgage Loan, (26) a Primary Mortgage Insurance insurer code, percent and policy number (if applicable), (27) the Appraised
Value of the Mortgaged Property, (28) the sale price of the Mortgaged Property, if applicable, (29) a code indicating if the Mortgage
Loan is subject to a prepayment penalty, (30) the Servicing Fee Rate, (31) a code indicating whether or not the Mortgage Loan is the
subject of a lender-paid Primary Insurance Policy and, if so the name of the insurer, the coverage percentage, the policy number and
the Lender Paid Mortgage Insurance Rate (32) if the Due Date is other than the first day of the month, the Due Date, (33) the first
Interest Rate Adjustment Date after origination, (34) the Initial Rate Cap, (35) the Minimum Mortgage Interest Rate, (36) a code
indicating the document type (e.g., full, alt, etc.), (37) a credit score or mortgage score, (38) a code indicating whether or not
the Mortgage Loan is subjuect of a buydown and, if so, the period and terms o the buydowns (e.g. 3-2-1, 2-1, ect),  (39) a code
indicating whether the Mortgage Loan is an additional collateral Mortgage Loan and the product code (e.g., Mortgage 100, Parent
Power, ect.), and (40) if applicable, the pledge amount, (41) if applicable, the effective loan-to-value ratio. In addition, with
respect to Mortgage Loans in the aggregate, the Schedule shall set forth at least the following information for Mortgage Loans:
Cut-Off Date Principal Balance, weighted average of the Net Rates and weighted average time to maturity.  "Mortgage Loan Schedule" is
the collective reference to each of the Mortgage Loan Schedules delivered by the Sellers to the Purchaser pursuant to this Agreement.

         Mortgage Loan Schedule":  The list of Mortgage Loans identified on each Funding Date that sets forth the information with
respect to each Mortgage Loan that is specified on Schedule A hereto. A Mortgage Loan Schedule will be prepared for each Funding
Date."Mortgage Note":  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

         "Mortgagor":  The obligor on a Mortgage Note.

         "Note Rate":  With respect to any Mortgage Loan at any time any determination thereof is to be made, the annual rate at
which interest accrues thereon.

         "Officers' Certificate":  A certificate signed by (i) the President or a Vice President and (ii) the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Servicer, and delivered by the Servicer to the Purchaser
as required by this Agreement.

         "Payoff":  With respect to any Mortgage Loan, any payment or recovery received in advance of the last scheduled Due Date of
such Mortgage Loan, which payment or recovery consists of principal in an amount equal to the outstanding principal balance of such
Mortgage Loan, all accrued and unpaid prepayment penalties, premiums, and/or interest  with respect thereto, and all other unpaid
sums due with respect to such Mortgage Loan.


         "Permitted  Investments":  Any one or more of the  obligations  and securities  listed below which  investment  provides for a
date of maturity not later than the Determination Date in each month:

                  (i) direct  obligations  of, and  obligations  fully  guaranteed  by, the United States of America,  or any agency or
                           instrumentality  of the United States of America the  obligations  of which are backed by the full faith and
                           credit of the United States of America; and

                  (ii) federal funds, demand and time deposits in, certificates of deposits of, or bankers'  acceptances issued by, any
                           depository  institution or trust company  incorporated  or organized  under the laws of the United States of
                           America or any state thereof and subject to  supervision  and  examination  by federal  and/or state banking
                           authorities,  so long as at the  time of such  investment  or  contractual  commitment  providing  for  such
                           investment the commercial  paper or other  short-term  debt  obligations of such  depository  institution or
                           trust  company  (or,  in the case of a  depository  institution  or  trust  company  which is the  principal
                           subsidiary of a holding  company,  the commercial paper or other short-term debt obligations of such holding
                           company) are rated "P-1" by Moody's  Investors  Service,  Inc. and the long-term  debt  obligations  of such
                           holding company) are rated "P-1" by Moody's  Investors  Service,  Inc. and the long-term debt obligations of
                           such depository  institution or trust company (or, in the case of a depository  institution or trust company
                           which is the principal  subsidiary of a holding  company,  the long-term  debt  obligations  of such holding
                           company) are rated at least "Aa" by Moody's Investors Service, Inc.;

provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive
only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments
derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.



         "Person":  Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock
company, trust, incorporated organization or government or any agency or political subdivision thereof.

         "Prepaid Monthly Payment":  Any Monthly Payment received prior to its scheduled Due Date and which is intended to be applied
to a Mortgage Loan on its scheduled Due Date.

         "Primary Insurance Policy":  Each primary policy of mortgage insurance in effect with respect to a Mortgage Loan and as so
indicated on the Mortgage Loan Schedule, or any replacement policy therefor obtained by the Servicer pursuant to Section 5.08.

         "Principal Prepayment":  Any payment or other recovery of principal on a Mortgage Loan (including a Payoff), other than a
Monthly Payment or a Prepaid Monthly Payment which is received in advance of its scheduled Due Date, including any prepayment penalty
or premium thereon, which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment and which is intended to reduce the principal balance of the Mortgage Loan.

         "Purchaser":  EMC Mortgage Corporation or its successor in interest or any successor under this Agreement appointed as
herein provided.

         "Purchaser's Account":  The account of the Purchaser at a bank or other entity most recently designated in a written notice
by the Purchaser to the Sellers as the "Purchaser's Account."

          "Purchase Price":  as to each Mortgage Loan to be sold hereunder, the price set forth in the Purchase Price and Terms
Letter and related Term Sheet.

         "Purchase Price and Terms Letter": With respect to each purchase of Mortgage Loans, that certain letter agreement setting
forth the general terms and conditions of such transaction and identifying the Mortgage Loans to be purchased thereunder by and
between the Seller and the Purchaser.

     "Qualified Mortgage Insurer":  American Guaranty Corporation, Commonwealth Mortgage Assurance Company, General Electric Mortgage
     Insurance Companies, Mortgage Guaranty Insurance Corporation, PMI Mortgage Insurance Company, Republic Mortgage Insurance Company
     or United Guaranty Residential Insurance Corporation.

         "Rate Adjustment Date":  With respect to each ARM Loan, the date on which the Note Rate adjusts.

     "Rating Agency":  Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Moody's Investors Service, Inc.,
     Fitch Investors Service, Inc. or Duff & Phelps Credit Rating Co.

     "Record Date":  The close of business of the last Business Day of the month preceding the month of the related Remittance Date.

         "Refinanced Mortgage Loan":  A Mortgage Loan that was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

     "REMIC": A "real estate mortgage investment conduit" within the meaning of Section 860D of the Internal Revenue Code or any
     similar tax vehicle providing for the pooling of assets (such as a Financial Asset Security Investment Trust).

         "Remittance Date":  The 18th  day of each calendar month, commencing on the 18th day of the month following the Funding
Date, or, if such 18th day is not a Business Day, then the next Business Day immediately preceding such 18th day.

     "Remittance Rate":  With respect to each Mortgage Loan, the related Note Rate minus the Servicing Fee Rate.

"REO Disposition":  The final sale by the Servicer of any REO Property.

"REO Disposition Proceeds":   Amounts received by the Company in connection with a related REO Disposition.


         "REO Property":  A Mortgaged Property acquired by the Servicer on behalf of the Purchaser as described in Section 5.13.

         "Repurchase Price":  As to (a) any Defective Mortgage Loan required to be repurchased hereunder with respect to which a
breach occurred  or (b) any Mortgage Loan required to be repurchased pursuant to Section 3.04 and/or Section 7.02, an amount equal to
the Unpaid Principal Balance of such Mortgage Loan at the time of repurchase; plus (2) interest on such Mortgage Loan at the
applicable Note Rate from the last date through which interest has been paid and distributed to the Purchaser hereunder to the  end
of the month of repurchase; minus (3) any amounts received in respect of such Defective Mortgage Loan which are being held in the
Collection Account for future remittance.

         "Scheduled Principal Balance":  With respect to any Mortgage Loan, (i) the outstanding principal balance as of the Funding
Date after application of principal payments due on or before such date whether or not received, minus (ii) all amounts previously
remitted to the Purchaser with respect to such Mortgage Loan representing (a) payments or other recoveries of principal, or
(b) advances of principal made pursuant to Section 6.03.

     "Sellers":  Cendant Mortgage Corporation, a New Jersey corporation and Bishop's Gate Residential Mortgage Trust (formerly known
     as Cendant Residential Mortgage Trust), a Delaware business trust, or their successors in interest or any successor under this
     Agreement appointed as herein provided.

     "Servicer":  Cendant Mortgage Corporation, a New Jersey corporation.

         "Servicer's Mortgage File":  The documents pertaining to a particular Mortgage Loan which are specified on Exhibit S-1
attached hereto and any additional documents required to be included or added to the "Servicer's Mortgage File" pursuant to this
Agreement.

         "Servicing Advances":  All "out of pocket" costs and expenses that are customary, reasonable and necessary which are
incurred by the Servicer in the performance of its servicing obligations hereunder, including (without duplication) (i) reasonable
attorneys' fees and (ii) the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement
or judicial proceedings, including foreclosures, (c) the servicing, management and liquidation of any Specially Serviced Mortgaged
Loans and/or any REO Property, and (d) compliance with the Servicer's obligations under Section 5.08.

         "Servicing Event":  Any of the following events with respect to any Mortgage Loan:  (i) any Monthly Payment being more than
60 days delinquent; (ii) any filing of an Insolvency Proceeding by or on behalf of the related Mortgagor, any consent by or on behalf
of the related Mortgagor to the filing of an Insolvency Proceeding against such Mortgagor, or any admission by or on behalf of such
Mortgagor of its inability to pay such Person's debts generally as the same become due; (iii) any filing of an Insolvency Proceeding
against the related Mortgagor that remains undismissed or unstayed for a period of 60 days after the filing thereof; (iv) any
issuance of any attachment or execution against, or any appointment of a conservator, receiver or liquidator with respect to, all or
substantially all of the assets of the related Mortgagor or with respect to any Mortgaged Property; (v) any receipt by the Servicer
of notice of the foreclosure or proposed foreclosure of any other lien on the related Mortgaged Property; (vi) any proposal of a
material modification (as reasonably determined by the Seller) to such Mortgage Loan due to a default or imminent default under such
Mortgage Loan; or (vii) in the reasonable judgment of the Servicer, the occurrence, or likely occurrence within 60 days, of a payment
default with respect to such Mortgage Loan that is likely to remain uncured by the related Mortgagor within 60 days thereafter.

     "Servicing Fee":  The annual fee, payable monthly to the Servicer out of the interest portion of the Monthly Payment actually
     received on each Mortgage Loan.  The Servicing Fee with respect to each Mortgage Loan for any calendar month (or a portion
     thereof) shall be 1/12 of the product of (i) the Scheduled Principal Balance of the Mortgage Loan and (ii) the Servicing Fee Rate
     applicable to such Mortgage Loan.

         "Servicing Fee Rate":  (i) with respect to any ARM Loan, 0.375% per annum; provided that, prior to the first Rate Adjustment
Date with respect to any such Mortgage Loan, such rate may be, at the Servicer's option, not less than 0.25% per annum; and (ii) with
respect to any Mortgage Loan other than an ARM Loan, 0.25% per annum. Such rate will be indicated on the Mortgage Loan Schedule.

         "Servicing Officer":  Any officer of the Servicer involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a written list of servicing officers furnished by the Servicer to the Purchaser upon request
therefor by the Purchaser, as such list may from time to time be amended.

         "Specially Serviced Mortgage Loan":  A Mortgage Loan as to which a Servicing Event has occurred and is continuing.

         "Unpaid Principal Balance":  With respect to any Mortgage Loan, at any time, the actual outstanding principal balance then
payable by the Mortgagor under the terms of the related Mortgage Note.



                                     ARTICLE II: SALE AND CONVEYANCE OF MORTGAGE LOANS;
                                      POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS;
                                            DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01      Sale and Conveyance of Mortgage Loans.

         Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a
Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only
such Mortgage Loans set forth in the applicable Mortgage Loan Schedule attached to the applicable Term Sheet, subject to the terms
and conditions of this Agreement and the applicable Term Sheet.

         Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by
Purchaser and Seller.The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties
shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and
conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except
as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and
to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule.

         Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days
prior to the Funding Date, Seller will deliver to Purchaser or  its designee Legal Documents required pursuant to Schedule B. Upon
Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and
during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans
that do not conform to the Cendant Guide or are otherwise unacceptable to Purchaser, such Mortgage Loans will be deleted from the
Mortgage Loan Schedule at Purchaser's discretion.  Purchaser may, at its option and without notice to Seller, purchase all or part of
the Mortgage Loans without conducting any partial or complete examination.  The fact that Purchaser has conducted or has failed to
conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase,
substitution or other relief as provided herein.

         On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately
available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding
Date,  according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust.

     Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected
     after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is
     allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is
     determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore,
     payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the
     principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such
     prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of
     principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.


         Section 2.02     Possession of Mortgage Files.

         Upon the sale of any Mortgage Loan, the ownership of such Mortgage Loan, including the Mortgage Note, the Mortgage, the
contents of the related Mortgage File and all rights, benefits, payments, proceeds and obligations arising therefrom or in connection
therewith, shall then be vested in the Purchaser, and the ownership of all records and documents with respect to such Mortgage Loan
prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and, to the extent retained by
the Seller, shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The
contents of such Mortgage File not delivered to the Purchaser or Purchaser's designee are and shall be held in trust by the Seller
for the benefit of the Purchaser as the owner thereof and the Sellers' possession of the contents of each Mortgage File so retained
is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the
Seller is in a custodial capacity only.  Mortgage Files shall be maintained separately from the other books and records of the
Seller.  Each Seller shall release from its custody  the contents of any Mortgage File only in accordance with written instructions
from the Purchaser, except where such release is required as incidental to the Servicer's servicing of the Mortgage Loans or is in
connection with a repurchase of any such Mortgage Loan pursuant to Section 3.04.

Any documents released to a Seller or the Servicer in connection with the foreclosure or servicing of any Mortgage Loan shall be held
by such Person in trust for the benefit of the Purchaser in accordance with this Section 2.02.  Such Person shall return to the
Purchaser such documents when such Person's need therefor in connection with such foreclosure or servicing no longer exists (unless
sooner requested by the Purchaser); provided that, if such Mortgage Loan is liquidated, then, upon the delivery by a Seller or the
Servicer to the Purchaser of a request for the release of such documents and a certificate certifying as to such liquidation, the
Purchaser shall promptly release and, to the extent necessary, deliver to such Person such documents.


At the option of Puchaser, the Mortgage Files shall be held by document custodian in accordance with the terms of a custodial
agreement.

         Section 2.03    Books and Records.

         The sale of each of the Mortgage Loans shall be reflected on the applicable Seller's balance sheet and other financial
statements as a sale of assets by the applicable Seller.  Each Seller shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the Mortgage Loans it conveyed to the Purchaser which shall be clearly marked to reflect the
sale of each Mortgage Loan to the Purchaser and the ownership of each Mortgage Loan by the Purchaser.

         Section 2.04    Defective Documents; Delivery of Mortgage Loan Documents .

         Subsequent to the Funding Date, if the Purchaser or either Seller finds any document or documents constituting a part of a
Mortgage File to be defective or missing in any material respect (in this Section 2.04, a "Defect"), the party discovering such
Defect shall promptly so notify the other parties.  If the Defect pertains to the Mortgage Note or the Mortgage, then the applicable
Seller shall have a period of 45 days within which to correct or cure any such defect after the earlier of such Seller's discovery of
same or such Seller being notified of same.  If such Defect can ultimately be cured but is not reasonably expected to be cured within
such 45 day period, such Seller shall have such additional time as is reasonably determined by the Purchaser to cure or correct such
Defect provided that such Seller has commenced curing or correcting such Defect and is diligently pursuing same.  If the Defect
pertains to any other document constituting a part of a Mortgage File, then such Seller shall have a period of 90 days within which
to correct or cure any such Defect after the earlier of such Seller's discovery of same or such Seller being notified of same.  If
such Defect can ultimately be cured but is not reasonably expected to be cured within the 90 day period, then such Seller shall have
such additional time as is reasonably determined by the Purchaser to cure or correct such Defect provided such Seller has commenced
curing or correcting such Defect and is diligently pursuing same.  Cendant Mortgage hereby covenants and agrees that, if any material
Defect cannot be corrected or cured, the related Mortgage Loan shall automatically constitute, upon the expiration of the applicable
cure period described above and without any further action by any other party, a Defective Mortgage Loan, whereupon Cendant Mortgage
shall repurchase such Mortgage Loan by paying to the Purchaser the Repurchase Price therefor in accordance with Section 3.04(3).

         The applicable Seller will, with respect to each Mortgage Loan to be purchased by the  Purchaser, deliver and release to the
Purchaser the Legal Documents as set forth in Section 2.01.  If the applicable Seller cannot deliver an original Mortgage with
evidence of recording thereon, original assumption, modification and substitution agreements with evidence of recording thereon or an
original intervening assignment with evidence of recording thereon within the applicable time periods, then such Seller shall
promptly deliver to the Purchaser such original Mortgages and original intervening assignments with evidence of recording indicated
thereon upon receipt thereof from the public recording official, except in cases where the original Mortgage or original intervening
assignments are retained permanently by the recording office, in which case, such Seller shall deliver a copy of such Mortgage or
intervening assignment, as the case may be, certified by such public recording office to be a true and complete copy of the recorded
original thereof.

         If the original Mortgage was not delivered pursuant to the preceding paragraph, then the applicable Seller shall use its
best efforts to promptly secure the delivery of such originals and shall cause such originals to be delivered to the Purchaser
promptly upon receipt thereof.  Notwithstanding the foregoing, if the original Mortgage, original assumption, modification, and
substitution agreements, the original of any intervening assignment or the original policy of title insurance is not so delivered to
the Purchaser within 180 days following the Funding Date, then, upon written notice by the Purchaser to Cendant Mortgage, the
Purchaser may, in its sole discretion, then elect (by providing written notice to Cendant Mortgage) to treat such Mortgage Loan as a
Defective Mortgage Loan, whereupon Cendant Mortgage shall repurchase such Mortgage Loan by paying to the Purchaser the Repurchase
Price therefor in accordance with Section 3.04(3). The fact that the Purchaser has conducted or failed to conduct any partial or
complete examination of the Mortgage Files shall not affect its right to demand repurchase or any other remedies provided in this
Agreement.

         At the Purchaser's request, the Assignments shall be promptly recorded in the name of the Purchaser or in the name of a
Person designated by the Purchaser in all appropriate public offices for real property records.  If any such Assignment is lost or
returned unrecorded because of a defect therein, then the applicable Seller shall promptly prepare a substitute Assignment to cure
such defect and thereafter cause each such Assignment to be duly recorded.  All recording fees related to such a one-time recordation
of the Assignments to or by a Seller shall be paid by the applicable Seller.

         Section 2.05     Transfer of Mortgage Loans.

         Subject to the provisions of this Section 2.05, the Purchaser shall have the right, without the consent of the Sellers, at
any time and from time to time, to assign any of the Mortgage Loans and all or any part of its interest under this Agreement and
designate any person to exercise any rights of the Purchaser hereunder, and the assignees or designees shall accede to the rights and
obligations hereunder of the Purchaser with respect to such Mortgage Loans.  The Sellers recognize that the Mortgage Loans may be
divided into "packages" for resale ("Mortgage Loan Packages").

         All of the provisions of this Agreement shall inure to the benefit of the Purchaser and any such assignees or designees.
All references to the Purchaser shall be deemed to include its assignees or designees.  Utilizing resources reasonably available to
the Seller without incurring any cost except the Seller's overhead and employees' salaries, the applicable Seller shall cooperate in
any such assignment of the Mortgage Loans and this Agreement; provided that the Purchaser shall bear all costs associated with any
such assignment of the Mortgage Loans and this Agreement other than such Seller's overhead or employees' salaries.

         The Servicer and the Purchaser acknowledge that the Servicer shall continue to remit payments to the Purchaser on the
Remittance Date after the transfer of the Mortgage Loans, unless the Servicer was notified in writing of the new record owner of the
Mortgage Loans prior to the immediately preceding Record Date, in which case, the Servicer shall remit to the new record owner (or
trustee or master servicer, as the case may be) of the Mortgage Loans.

         Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans may
review and underwrite the Servicer's servicing and origination operations, upon reasonable prior notice to the Servicer, and the
Servicer shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents
that are reasonably available and can be produced without unreasonable expense or effort.  The Servicer shall make the Mortgage Files
related to the Mortgage Loans held by the Servicer available at the Servicer's principal operations center for review by any such
prospective assignees during normal business hours upon reasonable prior notice to the Servicer (in no event less than 5 Business
Days prior notice).  The Servicer may, in its sole discretion, require that such prospective assignees sign a confidentiality
agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a
release agreement with respect to its activities on the Servicer's premises.

         The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Servicer shall note transfers of Mortgage Loans.  The Purchaser may, subject to the terms of this Agreement, sell and
transfer, in whole or in part, any or all of the Mortgage Loans; provided that no such sale and transfer shall be binding upon the
Servicer unless such transferee shall agree in writing to an Assignment, Assumption and Recognition Agreement, in substantially the
form of Exhibit 2.05 attached hereto, and an executed copy of such Assignment, Assumption and Recognition Agreement shall have been
delivered to the Servicer.  The Servicer shall evidence its acknowledgment of any transfers of the Mortgage Loans to any assignees of
the Purchaser by executing such Assignment, Assumption and Recognition Agreement.  The Servicer shall mark its books and records to
reflect the ownership of the Mortgage Loans by any such assignees, and the previous Purchaser shall be released from its obligations
hereunder accruing after the date of transfer to the extent such obligations relate to Mortgage Loans sold by the Purchaser.  This
Agreement shall be binding upon and inure to the benefit of the Purchaser and the Servicer and their permitted successors, assignees
and designees.



                      ARTICLE III:  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER;
                                    REPURCHASE; REVIEW OF MORTGAGE LOANS


Section 3.01      Representations and Warranties of each Seller.

         Each Seller, as to itself, represents, warrants and covenants to the Purchaser that as of each Funding Date or as of such
date specifically provided herein:

(1)       Due Organization.  The Seller is an entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified
and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law
from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such
qualification has been made upon the Seller by any state having jurisdiction and in any event the Seller is or will be in compliance
with the laws of any such state to the extent necessary to enforce each Mortgage Loan and with respect to Cendant Mortgage, service
each Mortgage Loan in accordance with the terms of this Agreement.

(2)      Due Authority.  Cendant Mortgage had the full power and authority and legal right to originate the Mortgage Loans that it
originated, if any, and to acquire the Mortgage Loans that it acquired.  The Seller has the full power and authority to hold each
Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate, all transactions
contemplated by this Agreement.  The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly
executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser,
constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, receivership, conservatorship, insolvency, moratorium and other laws relating to or affecting
creditors' rights generally or the rights of creditors of banks and to the general principles of equity (whether such enforceability
is considered in a proceeding in equity or at law).

(3)      No Conflict.  The execution and delivery of this Agreement, the acquisition or origination, as applicable, of the Mortgage
Loans by the Seller, the sale of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of
or compliance with the terms and conditions of this Agreement, will not conflict with or result in a breach of any of the terms,
conditions or provisions of the Seller's organizational documents and bylaws or any legal restriction or any agreement or instrument
to which the Seller is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the
foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans;

(4)      Ability to Perform.  The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform
each and every covenant contained in this Agreement;

(5)      No Material Default.  Neither the Seller nor any of its Affiliates is in material default under any agreement, contract,
instrument or indenture of any nature whatsoever to which the Seller or any of its Affiliates is a party or by which it (or any of
its assets) is bound, which default would have a material adverse effect on the ability of the Seller to perform under this
Agreement, nor, to the best of the Seller's knowledge, has any event occurred which, with notice, lapse of time or both, would
constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of
the Seller to perform its obligations under this Agreement;

(6)      Financial Statements.  Cendant Mortgage has delivered to the Purchaser financial statements as to its fiscal year ended
December 31, 2000  Except as has previously been disclosed to the Purchaser in writing:  (a) such financial statements fairly present
the results of operations and changes in financial position for such period and the financial position at the end of such period of
Cendant Mortgage and its subsidiaries; and (b) such financial statements are true, correct and complete as of their respective dates
and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods
involved, except as set forth in the notes thereto.  The Trust has delivered to the Purchaser financial statements dated as of
December 31, 2000 and a copy of its Offering Circular dated May 21, 1998 (the "Trust Financials") and such Trust Financials  fairly
present the results of operations and changes in financial position for such period and the financial position at the end of such
period of the Trust.  Except as has previously been disclosed to the Purchaser in writing, there has been no change in such Trust
Financials since their date and the Trust is not aware of any errors or omissions therein;

(7)      No Change in Business.  There has been no change in the business, operations, financial condition, properties or assets of
the applicable Seller since (i) in the case of Cendant Mortgage, the date of its financial statements and (ii) in the case of the
Trust, the date of delivery of the Trust Financials, that would have a material adverse effect on the ability of the applicable
Seller to perform its obligations under this Agreement;

(8)      No Litigation Pending.  There is no action, suit, proceeding or investigation pending or, to the best of the Seller's
knowledge, threatened, against the Seller, which, either in any one instance or in the aggregate, if determined adversely to the
Seller would adversely affect the sale of the Mortgage Loans to the Purchaser or the execution, delivery or enforceability of this
Agreement or result in any material liability of the Seller, or draw into question the validity of this Agreement or the Mortgage
Loans, or have a material adverse effect on the financial condition of the Seller;

(9)      No Consent Required.  No consent, approval, authorization or order of any court or governmental agency or body is required
for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement, the delivery of the
Mortgage Files to the Purchaser, the sale of the Mortgage Loans to the Purchaser or the consummation of the transactions contemplated
by this Agreement or, if required, such approval has been obtained prior to the Funding Date;

(10)     Ordinary Course of Business.  The consummation of the transactions contemplated by this Agreement is in the ordinary course
of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

(11)     No Broker.  The Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in
connection with this transaction; and

(12)     No Untrue Information.  Neither this Agreement nor any statement, report or other agreement, document or instrument
furnished or to be furnished pursuant to this Agreement contains or in connection with the transactions contemplated herein or will
contain any materially untrue statement of fact or omits or will omit to state a fact necessary to make the statements contained
therein not misleading.

 (13)    No Fraud.  Each Mortgage Loan being sold by the Seller to the Purchaser hereunder was originated and/or acquired by the
Seller and sold to the Purchaser in each instance without any conduct (whether directed toward the Purchaser or otherwise)
constituting fraud or misrepresentation on the part of the Seller;

(14)     No Adverse Selection.  The Seller has used no adverse selection procedures in selecting the Mortgage Loans from among the
outstanding conventional home mortgage loans in the Seller's portfolio at the Closing Date as to which the representations and
warranties set forth in Section 3.03 could be made;


Section 3.02  Representations and Warranties of the Servicer.

              The Servicer represents, warrants and covenants to the Purchaser that as of the Funding Date or as of such date
specifically provided herein:

(1)      Ability to Service.  The Servicer is an approved seller/servicer for FNMA and FHLMC in good standing and is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to Section 203 of the National Housing Act, with facilities,
procedures and experienced personnel necessary for the servicing of mortgage loans of the same type as the Mortgage Loans.  No event
has occurred that would make the Servicer unable to comply with FNMA or FHLMC eligibility requirements or that would require
notification to either FNMA or FHLMC;


(2)      Collection Practices.  The origination, servicing and collection practices used by the Servicer and any prior originator and
servicer with respect to each  Mortgage Loan (including, without limitation, the establishment, maintenance, and servicing of the
Escrow Accounts, if any) have been in all respects legal, proper and prudent in the mortgage servicing business and in accordance
with the terms of the Mortgage Loan documents an Acceptable Servicing Procedures.  With respect to Escrow Accounts and escrow
payments that the Servicer is entitled to collect, there are no deficiencies for which customary arrangements for repayment have not
been made.  All escrow payments have been collected in all material respects in compliance with applicable law, Acceptable Servicing
Procedures and the provisions of the Mortgage Loan documents.  If such Mortgage Loan is the subject to an escrow, escrow of funds is
not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid
and has been assessed but is not yet due and payable.  Any Escrow Account interest required to be paid pursuant to applicable law has
been properly paid and credited.

 (3)      Due Organization.  The Servicer is an entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified
and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law
from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such
qualification has been made upon the Servicer by any state having jurisdiction and in any event the Servicer is or will be in
compliance with the laws of any such state to the extent necessary to enforce each Mortgage Loan and service each Mortgage Loan in
accordance with the terms of this Agreement.

(4)      Due Authority.  Servicier has the full power and authority to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement.  The Servicer has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization,
execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization, receivership, conservatorship, insolvency, moratorium
and other laws relating to or affecting creditors' rights generally or the rights of creditors of banks and to the general principles
of equity (whether such enforceability is considered in a proceeding in equity or at law).

(5)      No Conflict.  The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement, will not conflict with or result in a breach of any of
the terms, conditions or provisions of the Servicer's organizational documents and bylaws or any legal restriction or any agreement
or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration
under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer
or its property is subject, or impair the ability of the Purchaser to realize on the Mortgage Loans;

(6)      Ability to Perform.  The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform
each and every covenant contained in this Agreement;

(7)      No Material Default.  Neither the Servicer nor any of its Affiliates is in material default under any agreement, contract,
instrument or indenture of any nature whatsoever to which the Servicer or any of its Affiliates is a party or by which it (or any of
its assets) is bound, which default would have a material adverse effect on the ability of the Servicer to perform under this
Agreement, nor, has any event occurred which, with notice, lapse of time or both, would constitute a default under any such
agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Servicer to perform its
obligations under this Agreement;

(8)      Financial Statements.  Servicer has delivered to the Purchaser financial statements as to its fiscal year ended December 31,
2000.  Except as has previously been disclosed to the Purchaser in writing:  (a) such financial statements fairly present the results
of operations and changes in financial position for such period and the financial position at the end of such period of Servicer and
its subsidiaries; and (b) such financial statements are true, correct and complete as of their respective dates and have been
prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as
set forth in the notes thereto.

(9)      No Change in Business.  There has been no change in the business, operations, financial condition, properties or assets of
the Servicer since the date of its financial statements that would have a material adverse effect on the ability of the Servicer to
perform its obligations under this Agreement;

(10)     No Litigation Pending.  There is no action, suit, proceeding or investigation pending or, to the best of the Servicer's
knowledge, threatened, against the Servicer, which, either in any one instance or in the aggregate, if determined adversely to the
Servicer would adversely affect the sale of the Mortgage Loans to the Purchaser or the execution, delivery or enforceability of this
Agreement or result in any material liability of the Servicer, or draw into question the validity of this Agreement, or have a
material adverse effect on the financial condition of the Servicer;

(11)     No Consent Required.  No consent, approval, authorization or order of any court or governmental agency or body is required
for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation
of the transactions contemplated by this Agreement or, if required, such approval has been obtained prior to the Funding Date;

(12)     Ordinary Course of Business.  The consummation of the transactions contemplated by this Agreement is in the ordinary course
of business of the Servicer;

(13)     No Broker.  The Servicer has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission
in connection with this transaction; and

(14)     No Untrue Information.  Neither this Agreement nor any statement, report or other agreement, document or instrument
furnished or to be furnished pursuant to this Agreement contains or will contain any materially untrue statement of fact or omits or
will omit to state a
fact necessary to make the statements contained therein not misleading.

Section 3.03      Representations and Warranties as to Individual Mortgage Loans .

         With respect to each Mortgage Loan, the applicable Seller hereby makes the following representations and warranties to the
Purchaser on which the Purchaser specifically relies in purchasing such Mortgage Loan.  Such representations and warranties speak as
of the Funding Date unless otherwise indicated, but shall survive any subsequent transfer, assignment or conveyance of such Mortgage
Loans:

(1)       Mortgage Loan as Described.  Each Mortgage Loan complies with the terms and conditions set forth herein, and all of the
information set forth with respect thereto on the Mortgage Loan Schedule is true and correct in all material respects;

(2)       Complete Mortgage Files.  The instruments and documents specified in Section 2.02 with respect to such Mortgage Loan have
been delivered to the Purchaser or Purchaser's designee in compliance with the requirements of Article II.  The Seller is in
possession of a Mortgage File respecting such Mortgage Loan, except for such documents as have been previously delivered to the
Purchaser;

(3)       Owner of Record.  The Mortgage relating to such Mortgage Loan has been duly recorded in the appropriate recording office,
and the applicable Seller or Servicer is the owner of record of such Mortgage Loan and the indebtedness evidenced by the related
Mortgage Note;

(4)       Payments Current.  All payments required to be made up to and including the Funding Date for such Mortgage Loan under the
terms of the Mortgage Note have been made, such that such Mortgage Loan is not delinquent 30 days or more on the Funding Date, and
has not been so delinquent in the twelve months prior to the Funding Date;

(5)       No Outstanding Charges.  There are no delinquent taxes, insurance premiums, assessments, including assessments payable in
future installments, or other outstanding charges affecting the Mortgaged Property related to such Mortgage Loan;

(6)       Original Terms Unmodified.  The terms of the Mortgage Note and the Mortgage related to such Mortgage Loan have not been
impaired, waived, altered or modified in any material respect, except as specifically set forth in the related Mortgage Loan Schedule;

(7)       No Defenses.  The Mortgage Note and the Mortgage related to such Mortgage Loan are not subject to any right of rescission,
set-off or defense, including the defense of usury, nor will the operation of any of the terms of such Mortgage Note and such
Mortgage, or the exercise of any right thereunder, render such Mortgage unenforceable, in whole or in part, or subject to any right
of rescission, set-off or defense, including the defense of usury and no such right of rescission, set-off or defense has been
asserted with respect thereto;

(8)        Hazard Insurance.  (a) All buildings upon the Mortgaged Property related to such Mortgage Loan are insured by an insurer
acceptable to FNMA or FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the area
where such Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of either Section 5.10 or
Section 5.11.  All such insurance policies (collectively, the "hazard insurance policy") contain a standard mortgagee clause naming
the originator of such Mortgage Loan, its successors and assigns, as mortgagee.  Such policies are the valid and binding obligations
of the insurer, and all premiums thereon due to date have been paid.  The related Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at such Mortgagor's cost and expense, and on such Mortgagor's failure to do so, authorizes the holder of
such Mortgage to maintain such insurance at such Mortgagor's cost and expense and to seek reimbursement therefor from such Mortgagor;
or (b) in the case of a condominium or PUD project that is not covered by an individual policy, the condominium or PUD project is
covered by a "master" or "blanket" policy and there exists and is in the Servicer's Mortgage File a certificate of insurance showing
that the individual unit that secures the first mortgage or share loan is covered under such policy.  The insurance policy contains a
standard mortgagee clause naming the originator of such Mortgage Loan (and its successors and assigns), as insured mortgagee.  Such
policies are the valid and binding obligations of the insurer, and all premiums thereon have been paid.  The insurance policy
provides for advance notice to the Seller or Servicer if the policy is canceled or not renewed, or if any other change that adversely
affects the Seller's interests is made; the certificate includes the types and amounts of coverage provided, describes any
endorsements that are part of the "master" policy and would be acceptable pursuant to the FNMA Guide;

(9)        Compliance With Applicable Laws.  All requirements of any federal, state or local law (including usury, truth in lending,
real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws) applicable to the
origination and servicing of such Mortgage Loan have been complied with in all material respects;

(10)      No Satisfaction of Mortgage.  The Mortgage related to such Mortgage Loan has not been satisfied, canceled or subordinated,
in whole or in part, or rescinded, and the related Mortgaged Property has not been released from the lien of such Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission;

(11)      Valid First Lien.  The Mortgage related to such Mortgage Loan is a valid, subsisting and enforceable perfected first lien
on the related Mortgaged Property, including all improvements on the related Mortgaged Property, which Mortgaged Property is free and
clear of any encumbrances and liens having priority over the first lien of the Mortgage subject only to (a) the lien of current real
estate taxes and special assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording of such Mortgage which are acceptable to mortgage lending
institutions generally, are referred to in the lender's title insurance policy and do not adversely affect the market value or
intended use of the related Mortgaged Property, and (c) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by such Mortgage or
the use, enjoyment, or market value of the related Mortgaged Property;

(12)      Validity of Documents.  The Mortgage Note and the Mortgage related to such Mortgage Loan are genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and
general equitable principles (regardless whether such enforcement is considered in a proceeding in equity or at law);

(13)       Valid Execution of Documents.  All parties to the Mortgage Note and the Mortgage related to such Mortgage Loan had legal
capacity to enter into such Mortgage Loan and to execute and deliver the related Mortgage Note and the related Mortgage and the
related Mortgage Note and the related Mortgage have been duly and properly executed by such parties;

(14) Full Disbursement of Proceeds.  Such Mortgage Loan has closed and the proceeds of such Mortgage Loan have been fully disbursed
prior to the Funding Date; provided that, with respect to any Mortgage Loan originated within the previous 120 days, alterations and
repairs with respect to the related Mortgaged Property or any part thereof may have required an escrow of funds in an amount
sufficient to pay for all outstanding work within 120 days of the origination of such Mortgage Loan, and, if so, such funds are held
in escrow by the Seller, a title company or other escrow agent;

(15) Ownership.  The Mortgage Note and the Mortgage related to such Mortgage Loan or any interest or participation therein have not
been assigned, pledged or otherwise transferred by the applicable Seller, and the Seller has good and marketable title thereto, and
the Seller is the sole owner thereof and has full right and authority to transfer and sell such Mortgage Loan, and is transferring
such Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;

              (16) Doing Business.  All parties that have had any interest in such Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the related Mortgaged Property is located. All parties which
have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were)  (1) in compliance with any and all applicable licensing requirements of the laws of
the state wherein the Mortgaged Property is located, and (2) organized under the laws of such state, or (3) qualified to do business
in such state, or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not
doing business in such state;

(17) Title Insurance.  (a) Such Mortgage Loan is covered by an ALTA lender's title insurance policy or short form title policy
acceptable to FNMA and FHLMC (or, in jurisdictions where ALTA policies are not generally approved for use, a lender's title insurance
policy acceptable to FNMA and FHLMC), issued by a title insurer acceptable to FNMA and FHLMC and qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring (subject to the exceptions contained in clauses (11(a) and (b)
above) the Seller or Servicier, its successors and assigns as to the first priority lien of the related Mortgage in the original
principal amount of such Mortgage Loan and in the case of ARM Loans, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of such Mortgage providing for adjustment to the applicable Note Rate and Monthly Payment.
Additionally, such lender's title insurance policy affirmatively insures against encroachments by or upon the related Mortgaged
Property or any interest therein or any other adverse circumstance that either is disclosed or would have been disclosed by an
accurate survey.  The Seller or Servicer is the sole insured of such lender's title insurance policy, and such lender's title
insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement and will inure to the benefit of the Purchaser without any further act.  No claims have been made
under such lender's title insurance policy, no prior holder of the related Mortgage (including the Seller) has done, by act or
omission, anything that would impair the coverage of such lender's insurance policy, and, there is no act, omission, condition, or
information that would impair the coverage of such lender's insurance policy; (b) The mortgage title insurance policy covering each
unit mortgage in a condominium or PUD project related to such Mortgage Loan meets all requirements of FNMA and FHLMC;

(18) No Defaults.  (a) There is no default, breach, violation or event of acceleration existing under the Mortgage, the Mortgage
Note, or any other agreements, documents, or instruments related to such Mortgage Loan; (b)  there is no event that, with the lapse
of time, the giving of notice, or both, would constitute such a default, breach, violation or event of acceleration; (c) the
Mortgagor(s) with respect to such Mortgage Loan is (1) not in default under any other Mortgage Loan or (2) the subject of an
Insolvency Proceeding; (d) no event of acceleration has previously occurred, and no notice of default has been sent, with respect to
such Mortgage Loan; and (e) in no event has the Seller waived any of its rights or remedies in respect of any default, breach,
violation or event of acceleration under the Mortgage, the Mortgage Note, or any other agreements, documents, or instruments related
to such Mortgage Loan;

(19) No Mechanics' Liens.  There are no mechanics' or similar liens, except such liens as are expressly insured against by a title
insurance policy, or claims that have been filed for work, labor or material (and no rights are outstanding that under law could give
rise to such lien) affecting the related Mortgaged Property that are or may be liens prior to, or equal or coordinate with, the lien
of the related Mortgage;

(20) Location of Improvements; No Encroachments.  , all improvements that were considered in determining the Appraised Value of the
related Mortgaged Property lay wholly within the boundaries and building restriction lines of such Mortgaged Property, and no
improvements on adjoining properties encroach upon such Mortgaged Property except as permitted under the terms of the FNMA Guide and
the FHLMC Selling Guide; no improvement located on or part of any Mortgaged Property is in violation of any applicable zoning law or
regulation, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of
such Mortgaged Property, and with respect to the use and occupancy of the same, including certificates of occupancy, have been made
or obtained from the appropriate authorities;

(21) Origination; Payment Terms.  Principal payments on such Mortgage Loan commenced or will commence no more than 60 days after
funds were disbursed in connection with such Mortgage Loan.  If the interest rate on the related Mortgage Note is adjustable, the
adjustment is based on the Index set forth on the related Mortgage Loan Schedule.  The related Mortgage Note is payable on the first
day of each month in arrears, in accordance with the payment terms described on the related Mortgage Loan Schedule;

(22) Due On Sale.  Except as noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains the usual and customary
"due-on-sale" clause or other similar provision for the acceleration of the payment of the Unpaid Principal Balance of such Mortgage
Loan if the related Mortgaged Property or any interest therein is sold or transferred without the prior consent of the mortgagee
thereunder;

(23) Prepayment Penalty.  Except as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not subject to any
Prepayment Penalty. If a Mortgage Loan has a prepayment penalty such prepayment penalty is enforceable and is permitted pursuant to
federal, state, and local law;

(24) Mortgaged Property Undamaged; No Condemnation.  As of the Funding Date, the related Mortgaged Property is free of material
damage and waste and there is no proceeding pending for the total or partial condemnation thereof;

(25) Customary Provisions.  The related Mortgage contains customary and enforceable provisions that render the rights and remedies of
the holder thereof adequate for the realization against the related Mortgaged Property of the benefits of the security provided
thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (b) in the case of a
Mortgage, otherwise by judicial foreclosure;

(26) Conformance With Underwriting Standards. Each Mortgage Loan was underwritten in accordance with underwriting standards of
Cendant Mortgage as set forth in the Cendant Guide;

(27) Appraisal.  The Mortgage File contains an appraisal of the related Mortgaged Property on forms and with riders approved by FNMA
and FHLMC, signed prior to the approval of such Mortgage Loan application by an appraiser, duly appointed by the originator of such
Mortgage Loan, whose compensation is not affected by the approval or disapproval of such Mortgage Loan and who met the minimum
qualifications of FNMA and FHLMC for appraisers and who had no  interest, direct or indirect, in the Mortgaged Property or in any
loan made on the security thereof.  Such appraisal was made in accordance with the relevant provisions o the Financial Institutions
Reform, Recovery and Enforcement Act of 1969, as in effect on the date of such Mortgage Loan was originated.;

(28) Deeds of Trust.  If the related Mortgage constitutes a deed of trust, then a trustee, duly qualified under applicable law to
serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or
will become payable by the Purchaser to the trustee under such deed of trust, except in connection with a trustee's sale after
default by the related Mortgagor;

(29) LTV; Primary Mortgage Insurance Policy.  Except with respect to Additional Collateral Mortgage Loans (as defined in Exhibit 10
hereto) if such Mortgage Loan had a Loan-to-Value Ratio of more than 80% at origination, and is not originated under an additional
collateral mortgage loan program, such Mortgage Loan is and will be subject to a Primary Insurance Policy issued by a Qualified
Mortgage Insurer, which insures the Seller or Servicer, its successors and assigns and insureds in the amount set forth on the
Mortgage Loan Schedule.  All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in
full force and effect, and all premiums due thereunder have been paid.  Any related Mortgage subject to any such Primary Insurance
Policy ( which is not a "Lender-Paid" Primary Insurance Policy) obligates the Mortgagor thereunder to maintain such insurance for the
time period required by law and to pay all premiums and charges in connection therewith.  As of the date of origination, the
Loan-to-Value Ratio of such Mortgage Loan is as specified in the applicable Mortgage Loan Schedule.  ;

(30) Occupancy.  As of the date of origination of such Mortgage Loan, the related Mortgaged Property is lawfully occupied under
applicable law;

(31) Supervision and Examination by a Federal or State Authority.  Each Mortgage Loan either was (a) closed in the name of the
Cendant Mortgage, or (b) closed in the name of another entity that is either a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or an institution which is supervised and examined by a federal or state authority,
or a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing
Act (a "HUD Approved Mortgagee"), and was so at the time such Mortgage Loan was originated (Cendant Mortgage or such other entity,
the "Originator") or (c) closed in the name of a loan broker under the circumstances described in the following sentence.  If such
Mortgage Loan was originated through a loan broker, such Mortgage Loan met the Originator's underwriting criteria at the time of
origination and was originated in accordance with the Originator's policies and procedures and the Originator acquired such Mortgage
Loan from the loan broker contemporaneously with the origination thereof.  The Mortgage Loans that the Trust is selling to Purchaser
were originated by or on behalf of Cendant Mortgage and subsequently assigned to the Trust.

(32) Adjustments.  All of the terms of the related Mortgage Note pertaining to interest rate adjustments, payment adjustments and
adjustments of the outstanding principal balance, if any, are enforceable and such adjustments will not affect the priority of the
lien of the related Mortgage; all such adjustments on such Mortgage Loan have been made properly and in accordance with the
provisions of such Mortgage Loan;

(33)  Insolvency Proceedings; Soldiers' and Sailors' Relief Act. The related Mortgagor (1) is not the subject of any Insolvency
Proceeding; and (2) has not notified the Seller of any relief requested by or allowed to such Mortgagor under the Soldiers' and
Sailors' Civil Relief Act of 1940;

(34) FNMA/FHLMC Documents.  Such Mortgage Loan was closed on standard FNMA or FHLMC documents or on such documents otherwise
acceptable to them.

(35)     Acceptable Investment.  To the best of Seller's knowledge, there is no circumstance or condition with respect to the related
Mortgage File, Mortgage, Mortgaged Property, Mortgagor or Mortgagor's credit standing, including but not limited to 'limited income
documentation programs' whereby the lending decision is based upon factors other than the Mortgagor's income, that can reasonably be
expected to cause private institutional investors to regard such Mortgage Loan as an unacceptable investment, cause such Mortgage
Loan to become delinquent, or adversely affect the value or marketability of such Mortgage Loan;

(36)     No Fraud.  No error, omission, misrepresentation, negligence or fraud in respect of such Mortgage Loan has taken place on
the part of any Person in connection with the origination and servicing of such Mortgage Loan;

(37)     Insurance Policies.  To the best of the Seller's knowledge, no action, error, omission, misrepresentation, negligence, fraud
or similar occurrence in respect of such Mortgage Loan has taken place on the part of any Person (including the related
Mortgagor, any appraiser, any builder or developer or any party involved in the origination of such Mortgage Loan or in the
application for any insurance relating to such Mortgage Loan) that might result in a failure or impairment of full and timely
coverage under any insurance policy required to be obtained for such Mortgage Loan;

(38)     Disclosure Materials.  The related Mortgagor has received all disclosure materials required by applicable law with respect
to the making of conventional mortgage loans and has executed a written acknowledgment to such effect, which acknowledgment is
contained in the Servicer's Mortgage File:

(39)     No Trade-In or Exchange.  Such Mortgage Loan was not made in connection with (a) the construction or rehabilitation of a
Mortgaged Property or (b) facilitating the sale or exchange of an REO Property;

(40)     No Environmental Hazards.  As of the date of origination of such Mortgage Loan, the Seller had no actual knowledge of the
presence of any Hazardous Substances, or other environmental hazards, on, in, or that could affect the related Mortgaged
Property;

(41)     Sellers agree that is shall not solicit any mortgage (in writing or otherwise) to refinance any of the Mortgage Loans;
provided that mass advertising or mailings (such as placing advertisements on television on radio, in magazines, on the
Internet, or in newspapers or including messages in billing statements) that are not exclusively directed towards the Mortgagors
shall not constitute "direct solicitation" and shall not violate this covenant.

(42)     The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which
the Mortgaged Property is located:

( 43)    With respect to each Cooperative Loan, the related Mortgage is a valid, enforceable and subsisting first security interest
on the related cooperative shares securing the related cooperative note, subject only to (a) liens of the cooperative for unpaid
assessments representing the Mortgagor's pro rata share of the cooperative's payments for its blanket mortgage, current and future
real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b)
other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security
intended to be provided by the Security Agreement.  There are no liens against or security interest in the cooperative shares
relating to each Cooperative Loan (except for unpaid maintenance, assessments and other amounts owed to the related cooperative which
individually or in the aggregate will not have a material adverse effect on such Cooperative Loans), which have priority over the
Seller's security interest in such cooperative shares;

(44)     With respect to each Cooperative Loan, a search for filings of financing statements has been made by a Seller competent to
make the same, which Seller is acceptable to Fannie Mae or FHLMC, and qualified to do business in the jurisdiction where the
cooperative unit is located, and such search has not found anything which would materially and adversely affect the Cooperative Loan;

(45)     With respect to each Cooperative Loan, the related cooperative corporation that owns title to the related cooperative
apartment building is a "cooperative housing corporation" within the meaning of Section 216 of the Internal Revenue Code, and is in
material compliance with applicable federal, state and local laws which, if not complied with, could have a material adverse effect
on the Mortgaged Property;

(46)     With respect to each Cooperative Loan, (a) the terms of the related proprietary lease or occupancy agreement is longer than
the terms of the Cooperative Loan, (b) there is no provision in such proprietary lease or occupancy agreement which requires the
Mortgagor to offer for sale the cooperative shares owned by such Mortgagor first to the Cooperative, and (c) there is no prohibition
against pledging the shares of the cooperative corporation or assigning the cooperative

(47)     The Mortgaged Property is located in the state identified in the Mortgage Loan Schedule and consists of a single, contiguous
parcel of real property with a detached single family residence erected thereon, or a two-to four-family dwelling, or an individual
condominium unit in a condominium project, or an individual unit in a planned unit development or a townhouse, provided, however,
that any condominium project or planned unit development shall conform with the applicable Cendant Guide requirements regarding such
dwellings, and no residence or dwelling is a mobile home or a manufactured dwelling.  As of the respective appraisal date for each
Mortgaged Property, no portion of the Mortgaged Property was being used for commercial purposes. If the Mortgaged Property is a
condominium unit or a planned unit development (other than a de minimus planned unit development) such condominium or planned unit
development project meets Cendant Guide eligibility requirements or is located in a condominium or  planned unit development project
which has received Cendant project approval and the representations and warranties required by Cendant with respect to such
condominium or planned unit development have been made and remain true and correct in all respects;

(48)     The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the
first day of each month.  As to each Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to
equal the sum of the Index plus the applicable Gross Margin, rounded up or down to the nearest multiple of 0.125% indicated by the
Mortgage Note; provided that the Mortgage Interest Rate will not increase or decrease by more than the applicable Periodic Cap on any
Adjustment Date, and will in no event exceed the maximum Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate
listed on the Mortgage Loan Schedule for such Mortgage Loan.  Each Mortgage Note requires a monthly payment which is sufficient,
during the period prior to the first adjustment to the Mortgage Interest Rate, to fully amortize the outstanding principal balance as
of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage
Interest Rate.  As to each Mortgage Loan, if the related Mortgage Interest Rate changes on an adjustment date, the then outstanding
principal balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan contains terms or provisions
which would result in negative amortization.  None of the Mortgage Loans contain a balloon feature, are graduated payment mortgages
or shared appreciation mortgages;

(49)     With respect to each Mortgage Loan that is a Buydown Mortgage Loan:

(i) On or before the date of origination of such Mortgage Loan, the Company and the Mortgagor, or the Company, the Mortgagor and the
seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown Agreement provides that the seller of
the Mortgaged Property (or third party) shall deliver to the Company temporary Buydown Funds in an amount equal to the aggregate
undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due
Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage
Loan.  The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan.  The effective interest rate of a
Buydown Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will increase within the Buydown Period
as provided in the related Buydown Agreement so that the effective interest rate will be equal to the interest rate as set forth in
the related Mortgage Note.  The Buydown Mortgage Loan
satisfies the requirements of Fannie Mae guidelines;

(ii) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown Agreement.  The
Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that the
Buydown Funds are available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan or to
increase the Appraised Value of the Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement and, if
the Buydown Funds were provided by the Company and if required under Fannie Mae and Freddie Mac guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged Property;


Section 3.04       Repurchase.

(1)         It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall
survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File.

(2)      Upon discovery by either of the Sellers or the Purchaser of a breach of any of the
representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage
Loan or the interest of Purchaser therein, the party discovering such breach shall give prompt written notice to the other.

(3)      Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of
60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of
the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a
Mortgage Loan or the interest of Purchaser therein(a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also
include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such
breach.  If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the
applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided
that the Seller has commenced curing or correcting such breach and is diligently pursuing same.  Each Seller hereby covenants and
agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the
applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the
direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Price.

(4)      Any repurchase of a Defective Mortgage Loan required hereunder shall be accomplished by payment of the applicable Repurchase
Price within 3 Business Days of expiration of the applicable time period referred to above in paragraph 3.04(3) by wire transfer of
immediately available funds directly to the Purchaser's Account.  It is understood and agreed that the obligations of a Seller
(a) set forth in this Section 3.04(4) to cure any breach of such Seller's representations and warranties contained in Section 3.03 or
to repurchase the Defective Mortgage Loan(s) and (b) set forth in Section 9.01 to indemnify the Purchaser in connection with any
breach of a Seller's representations and warranties contained in Section 3.03 shall constitute the sole remedies of the Purchaser
respecting a breach of such representations and warranties.

(5)          The parties further agree that, in recognition of the Trust's rights against Cendant Mortgage
with respect to the Mortgage Loans acquired by it from Cendant Mortgage and conveyed to the Purchaser hereunder, the Purchaser shall
have the right to cause Cendant Mortgage to repurchase directly any Defective Mortgage Loan (other than as a result of a breach by
the Trust of Section 3.03 (3) or 3.03(15) hereof, in which case the Purchaser shall have the right to cause the Trust to repurchase
directly the Defective Mortgage Loan) acquired hereunder by the Purchaser from the Trust.


Section 3.05      Certain Covenants of each Seller and the Servicer.

Without incurring undue effort or any cost except the Seller's overhead or employees' salaries, each Seller shall take reasonable
steps to assist the Purchaser, if the Purchaser so requests, in securitizing the Mortgage Loans and selling undivided interests in
such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps
may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any
disclosure documents, (b)  providing information relating to delinquencies and defaults with respect to the Servicer's servicing
portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other
similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in
securitizations rated "AAA" (including a securitization involving a REMIC) (a "Securitization"), and (d) providing as of the date of
such securitization representations and warranties as to the Seller and the Mortgage Loans, which are consistent with the
representations and warranties contained in this Agreement, but modified, if necessary, to reflect changes since the Funding Date and
also providing such reasonable and customary indemnification to the Purchaser or its affiliates. In connection with such a
Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and
make remittances to the certificateholders, at the Purchaser's sole cost and expense.  In the event that a master servicer or trustee
to determine the allocation of payments to and make remittances to the certificateholders is requested by the Purchaser, the Servicer
agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may
include the Servicer's acting as a subservicer in a master servicing arrangement.  With respect to the then owners of the Mortgage
Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such
Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such
Mortgage Loans.The cost of such securitization shall be borne by the Purchaser, other than the Seller's overhead or employees'
salaries.


ARTICLE IV:     REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND CONDITIONS PREDCEDENT TO FUNDING

Section 4.01      Representations and Warranties.

         The Purchaser represents, warrants and covenants to the Seller that as of each Funding Date or as of such date specifically
provided herein:

(1) Due Organization.  The Purchaser is an entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified
and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law
from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such
qualification has been made upon the Purchaser by any state having jurisdiction and in any event the Purchaser is or will be in
compliance with the laws of any such state to the extent necessary to enforce each Mortgage Loan.

(2) Due Authority.  The Purchaser had the full power and authority and legal right to acquire the Mortgage Loans that it acquired.
The Purchaser has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and
perform, and to enter into and consummate, all transactions contemplated by this Agreement.  The Purchaser has duly authorized the
execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming
due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of the Purchaser,
enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, receivership, conservatorship,
insolvency, moratorium and other laws relating to or affecting creditors' rights generally or the rights of creditors of banks and to
the general principles of equity (whether such enforceability is considered in a proceeding in equity or at law);

(3) No Conflict.  None of the execution and delivery of this Agreement, the acquisition , of the Mortgage Loans by the Purchaser, the
purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with
the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of
the Purchaser's organizational documents and bylaws or any legal restriction or any agreement or instrument to which the Purchaser is
now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in
the violation of any law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject, or impair
the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;

(4) Ability to Perform.  The Purchaser does not believe, nor does it have any reason or cause to believe, that it cannot perform each
and every covenant contained in this Agreement;

(5)  No Material Default.  The Purchaser is not in material default under any agreement, contract, instrument or indenture of any
nature whatsoever to which the Purchaser is a party or by which it (or any of its assets) is bound, which default would have a
material adverse effect on the ability of the Purchaser to perform under this Agreement, nor, to the  of the Purchaser's knowledge,
has any event occurred which, with notice, lapse of time or both) would constitute a default under any such agreement, contract,
instrument or indenture and have a material adverse effect on the ability of the Purchaser to perform its obligations under this
Agreement;

(6)  No Change in Business.  There has been no change in the business, operations, financial condition, properties or assets of the
Purchaser since the date of the Purchaser's financial statements that would have a material adverse effect on the ability of the
Purchaser to perform its obligations under this Agreement;

(7) Litigation Pending.  There is no action, suit, proceeding or investigation pending or, to the best of the Purchaser's knowledge,
threatened, against the Purchaser, which, either in any one instance or in the aggregate, if determined adversely to the Purchaser
would adversely affect the purchase of the Mortgage Loans or the execution, delivery or enforceability of this Agreement or result in
any material liability of the Purchaser, or draw into question the validity of this Agreement, or the Mortgage Loans or have a
material adverse effect on the financial condition of the Purchaser;

(8) Broker.  The Purchaser has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in
connection with this transaction.

(9) No Consent Required.  No consent, approval, authorization or order of any court or governmental agency or body is required for
the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement, the purchase of the
Mortgage Loans from the Seller or the consummation of the transactions contemplated by this Agreement or, if required, such approval
has been obtained prior to the Funding Date;

(10) Ordinary Course of Business.  The consummation of the transactions contemplated by this Agreement is in the ordinary course of
business of the Purchaser; and

(11)  Non-Petition Agreement. The Purchaser covenants and agrees that it shall not, prior to the date which is one year and one day
(or if longer, the applicable preference period then in effect) after the payment in full of all rated obligations of Bishop's Gate
Residential Mortgage Trust, acquiesce, petition or otherwise, directly or indirectly, invoke or cause Bishop's Gate Residential
Mortgage Trust to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against
Bishop's Gate Residential Mortgage Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator, or other similar official of Bishop's Gate Residential Mortgage Trust.  This
covenant and agreement shall be binding upon the Purchaser and any assignee or transferee of the Purchaser.



(12) The Purchaser agrees that it shall not solicit any Mortgagors (in writing or otherwise) to refinance any of the Mortgage Loans;
provided that mass advertising or mailings (such as placing advertisements on television, on radio, in magazines or in newspapers or
including messages in billing statements) that are not exclusively directed towards the Mortgagors shall not constitute solicitation
and shall not violate this covenant.


Section 4.02.  Conditions Precedent to Closing.

Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions:

(a)      All of the representations and warranties of Seller under the Cendant Guide, and of Seller and Purchaser under this
         Agreement shall be true and correct as of the Funding Date, and no event shall have occurred which, with notice or
         the passage of time, would constitute an Event of Default under this Agreement or under the Cendant Guide;


(b)      Purchaser shall have received, or Purchaser's attorneys shall have received in escrow, all Closing Documentsas specified
         herein, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than
         Purchaser as required pursuant to the respective terms thereof; and


(c)      All other terms and conditions of this Agreement shall have been complied with.

Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided
herein.


ARTICLE V: ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 5.01      Cendant Mortgage to Act as Servicer; Servicing Standards; Additional Documents; Consent of the Purchaser.

(1)      The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and
                  after each Funding Date in accordance with the terms and provisions of the Mortgage Loans, applicable law,
                  Acceptable Servicing Procedures and the terms and provisions of this Agreement for and on behalf of, and in the best
                  interests of, the Purchaser (without taking into account any relationship the Servicer may have with any Mortgagor
                  or other Person, the participation, if any, of the Servicer in any financing provided in connection with the sale of
                  any Mortgaged Property, or the Servicer's obligation to advance any expenses or incur any costs in the performance
                  of its duties hereunder) in accordance with a standard that is not less than the higher of (a) the same care, skill,
                  prudence and diligence with which it services similar assets held for its own or its Affiliates' account and (b) the
                  same care, skill, prudence and diligence with which it services similar assets for third party institutional
                  investors, in each case giving due consideration to customary and usual standards of practice of prudent
                  institutional mortgage loan servicers utilized with respect to mortgage loans comparable to the Mortgage Loans.
                  Subject to the foregoing standards, in connection with such servicing and administration, the Servicer shall seek to
                  maximize the timely recovery of principal and interest on the Mortgage Notes; provided that nothing contained herein
                  shall be construed as an express or implied guarantee by the Servicer of the collectibility of payments on the
                  Mortgage Loans or shall be construed as impairing or adversely affecting any rights or benefits specifically
                  provided by this Agreement to the Seller, including with respect to Servicing Fees.

         Any Additional Collateral Mortgage Loans (as defined in Exhibit 10 hereto), will be serviced in accordance with the terms of
the Additional Collateral Assignment and Servicing Agreement (attached hereto as Exhibit 10) and the terms of this Agreement.

(2)         To the extent consistent with Section 5.01(1) and further subject to any express limitations set forth in this Agreement, the
Servicer (acting alone or, solely in the circumstances permitted hereunder, acting through a subservicer) shall have full power and
authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and
administration, including the power and authority (a) to execute and deliver, on behalf of the Purchaser, customary consents or
waivers and other instruments and documents (including estoppel certificates), (b) to consent to transfers of any Mortgaged Property
and assumptions of the Mortgage Notes and related Mortgages, (c) to submit claims to collect any Insurance Proceeds and Liquidation
Proceeds, (d) to consent to the application of any Insurance Proceeds or Condemnation Proceeds to the restoration of the applicable
Mortgaged Property or otherwise, (e) to bring an action in a court of law, including an unlawful detainer action, to enforce rights
of the Purchaser with respect to any Mortgaged Property, (f) to execute and deliver, on behalf of the Purchaser, documents relating
to the management, operation, maintenance, repair, leasing, marketing and sale of any Mortgaged Property or any REO Property, and (g)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that
the Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially
prejudices the interest of the Purchaser in any Mortgage Loan or under this Agreement.  If reasonably requested by the Servicer, the
Purchaser shall furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable
the Servicer to service and administer the Mortgage Loans and the REO Properties, including documents relating to the foreclosure,
receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged
Property or any REO Property. Nothing contained in this Agreement shall limit the ability of the Servicer to lend money to (whether
on a secured or unsecured basis), and otherwise generally engage in any kind of business or dealings with, any Mortgagor as though
the Servicer were not a party to this Agreement or to the transactions contemplated hereby.  Unless such business or dealings
adversely affect the value of a Mortgage Loan or the interest of Purchaser in a Mortgage Loan.

(3)         Notwithstanding anything to the contrary contained herein:

                  (a)      the Servicer acknowledges that the Purchaser or its designee will (subject to the provisions of Section
5.13) retain title to, and ownership of, the Mortgage Loans and the REO Properties and that the Servicer does not hereby acquire any
title to, security interest in, or other rights of any kind in or to any Mortgage Loan or REO Property or any portion thereof, unless
otherwise requested by the Purchaser in accordance with Section 5.13; 5.13 says we can take title

                  (b)      the Servicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or
attach or assert any claim in or on any Mortgage Loan or REO Property, unless authorized pursuant to a judicial or administrative
proceeding or a court order;

                  (c)      the Servicer shall, in servicing the Mortgage Loans, follow and comply with the servicing guidelines
established by FNMA, provided that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser's written
consent (such approval will not be unreasonably withheld) prior to the Servicer taking any of the following actions:  (1) modifying,
amending or waiving any of the financial terms of, or making any other material modifications to, a Mortgage Loan, ; (2) selling any
Specially Serviced Mortgage Loan or REO Property; (3) making, with respect to any Specially Serviced Mortgage Loan or REO Property,
Servicing Advances (irrespective of whether non-recoverable); provided that the Servicer shall not be required to so advise the
Purchaser to the extent that each related Servicing Advance as to the related Mortgaged Property or REO Property is not in excess of
$10,000; (4) forgiving principal or interest on, or permitting to be satisfied at a discount, any Mortgage Loan; (5) accepting
substitute or additional collateral, or releasing any collateral, for a Mortgage Loan. If the Purchaser has not approved or rejected
in writing any proposed action(s) recommended by the Servicer to be taken hereunder within 20 Business Days of the date such
recommendation is made, then the Purchaser shall be deemed to have rejected such recommended action(s) and theServicer shall not take
any such action(s);

                  (d)      the Servicer shall notify the Purchaser of any modification, waiver or amendment of any term of any
Mortgage Loan and the date thereof and shall deliver to the Purchaser, for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment promptly following the execution thereof;

                  (e)      the Servicer shall remain primarily liable for the full performance of its obligations hereunder
notwithstanding any appointment by the Servicer of a subservicer or subservicers hereunder; and

                  (f)      the Purchaser may at any time and from time to time, in its sole discretion, upon 10 Business Days written
notice to the Servicer, terminate the Servicer's servicing obligations hereunder with respect to (1) any REO Property or (2) any
Mortgage Loan that, in accordance with the Purchaser's internal credit classification criteria, has been classified as "doubtful" or
a "loss."  Upon the effectiveness of any such termination of the Servicer's servicing obligations with respect to any such REO
Property or Mortgage Loan, the Servicer shall deliver all agreements, documents, and instruments related thereto to the Purchaser, in
accordance with applicable law.

Section 5.02      Collection of Mortgage Loan Payments.

         Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Insurance Policy,
follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans, which procedures
shall in any event comply with the servicing standards set forth in Section 5.01.  Furthermore, the Servicer shall  ascertain and
estimate annual ground rents, taxes, assessments, fire and hazard insurance premiums, mortgage insurance premiums, and all other
charges that, as provided in the Mortgages, will become due and payable to the end that the installments payable by the Mortgagors
will be sufficient to pay such charges as and when they become due and payable.

 Section 5.03     Collection of Mortgage Loan Payments.

         The Servicer shall, within five (5) calendar days following each Record Date, deliver to the Purchaser monthly reports
(substantially in the form of Exhibit 5.03(a) and Exhibit 5.03(b) attached hereto) with respect to all Specially Serviced Mortgage
Loans.  In addition, the Servicer shall, within one (1) Business Day following the occurrence of any foreclosure sale with respect to
any Mortgaged Property, deliver to the Purchaser a notice of foreclosure sale substantially in the form of Exhibit 5.03(c) attached
hereto.

Section 5.04      Establishment of Collection Account; Deposits in Collection Account.

         The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart
from any of its own funds and general assets and shall establish and maintain one or more Collection Accounts, in the form of time
deposit or demand accounts constituting Eligible Accounts, with any funds in excess of the current FDIC established insurance limits
invested in Permitted Investments.  The creation of any Collection Account shall be evidenced by a certification in the form of
Exhibit 5.04-1 attached hereto, in the case of an account established with the Servicer, or a letter agreement in the form of Exhibit
5.04-2 attached hereto, in the case of an account held by a depository other than the Servicer.  In either case, a copy of such
certification or letter agreement shall be furnished to the Purchaser.

         The Servicer shall deposit in the Collection Account on a daily basis, within two Business Days after receipt (or as
otherwise required pursuant to this Agreement in the case of clauses (7), (8) and (9) of this Section 5.04) and retain therein the
following payments and collections received or made by it subsequent to each Funding Date, or received by it prior to the Funding
Date but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or
before the Funding Date:

1)   all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

2)   all payments on account of interest on the Mortgage Loans;

3)   all Liquidation Proceeds;

4)   all REO Disposition Proceeds


4)   all Insurance Proceeds, including amounts required to be deposited pursuant to Sections 5.10 and 5.11, other than proceeds
     to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Properties or released to the
     applicable Mortgagors in accordance with the Servicer's normal servicing procedures and Acceptable Servicing Procedures, the
     related Mortgages or applicable law;

5)   all Condemnation Proceeds affecting any Mortgaged Property which are not released to a Mortgagor in accordance with the
     Servicer's normal servicing procedures, the related Mortgage or applicable law;

6)   any Monthly Advances in accordance with Section 6.03;

7)   any amounts required to be deposited by the Servicer pursuant to Section 5.11 in connection with the deductible clause in
     any blanket hazard insurance policy, such deposit to be made from the Servicer's own funds without reimbursement therefor;

8)   any amounts required to be deposited by the Servicer pursuant to Section 5.16(ii) in connection with any losses on Permitted
     Investments; and

9)   any amounts required to be deposited in the Collection Account pursuant to Sections 7.01 or 7.02 or otherwise pursuant to
     the terms hereof.

10)  interest on the amount of any Payoff at the related Remittance Rate to the end of the month in which prepayment of the
     related Mortgage Loan occurs.


         The foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent
permitted by Section 7.01, need not be deposited by the Servicer in the Collection Account and shall be retained by the Servicer as
additional compensation.

Section 5.05      Permitted Withdrawals from the Collection Account.

         The Servicer may, from time to time in accordance with the provisions hereof, withdraw amounts from the Collection Account
for the following purposes (without duplication):

1)   to reimburse itself for unreimbursed Monthly Advances and Servicing Advances (other than with respect to REO Properties)
     that are approved by the Purchaser as being non-recoverable in accordance with Section 6.04;

2)   to make payments to the Purchaser in the amounts, at the times and in the manner provided for in Section 6.01;

3)   to reimburse itself for Monthly Advances, the Servicer's right to reimburse itself pursuant to this Subsection 3 being
     limited to amounts received on the related Mortgage Loan which represent late payments of principal and/or interest with respect
     to which any such Monthly Advance was made;

4)   to reimburse itself for unreimbursed Servicing Advances (other than with respect to REO Properties) and for unreimbursed
     Monthly Advances, the Servicer's right to reimburse itself pursuant to this Subsection 4 with respect to any Mortgage Loan being
     limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by
     the Servicer from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of such
     reimbursement, the Servicer's right thereto shall be prior to the rights of the Purchaser, except that, where  a Seller or the
     Servicer is required to repurchase a Mortgage Loan pursuant to Sections 2.04, 3.04 and/or 7.02, the Servicer's right to such
     reimbursement shall be subsequent and subordinate to the payment to the Purchaser of the applicable Repurchase Price and all
     other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;

5)   to pay to itself, solely out of the interest portion of the Monthly Payment actually received with respect to a Mortgage
     Loan during the period ending on the most recent Determination Date, the Servicing Fee with respect to such Mortgage Loan;

6)   to pay to itself as additional servicing compensation (a) any interest earned on funds in the Collection Account (all such
     interest to be withdrawn monthly not later than each Remittance Date) and (b) any prepayment penalties or premiums relating to
     any Principal Prepayments; provided that no such amounts shall be payable as servicing compensation to the extent they relate to
     a Mortgage Loan with respect to which a default, breach, violation, or event of acceleration exists or would exist but for the
     lapse of time, the giving of notice, or both;

7)   to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Sections 2.04, 3.04 and/or 7.02
     all amounts received thereon and not distributed as of the date on which the related Repurchase Price is determined (except to
     the extent that such amounts constitute part of the Repurchase Price to be remitted to the Purchaser);

8)   to remove any amounts deposited into the Collection Account in error; and

9)   to clear and terminate the Collection Account upon the termination of this Agreement, with any funds contained therein to be
     distributed in accordance with the terms of this Agreement.

10) to make payments to the primary mortgage insurer for Mortgage Loans with  lender-paid Primary Insurance Policy.

The Servicer shall keep and maintain a separate, detailed accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account pursuant to this Section.

Section 5.06       Establishment of Escrow Accounts; Deposits in Escrow.

         The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute
Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts.  The creation of any Escrow Account shall be evidenced by a certification
in the form shown on Exhibit 5.06-1 attached hereto, in the case of an account established with the Servicer, or a letter agreement
in the form shown on Exhibit 5.06-2 attached hereto, in the case of an account held by a depository other than the Servicer, such
depository having been consented to by the Purchaser.  In either case, a copy of such certification or letter agreement shall be
furnished to the Purchaser.

         The Servicer shall deposit in each Escrow Account on a daily basis, and retain therein, (i) all Escrow Payments collected on
account of the related Mortgage Loans for the purpose of effecting timely payment of any such items as required under the terms of
this Agreement, and (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property.  The
Servicer shall make withdrawals therefrom only to effect such payments as are required under Sections 5.07 and/or 5.08.  The Servicer
shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than
interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid
thereon is insufficient for such purposes, without any right of reimbursement therefor.  The Servicer shall be responsible for
ensuring that the administrator of the Escrow Account complies with all applicable laws, and shall indemnify and hold the Purchaser
harmless with respect to the administration of such Accounts.

Section 5.07      Permitted Withdrawals From Escrow Accounts.

         Withdrawals from any Escrow Account may be made by the Servicer only (i) to effect timely payments of ground rents, taxes,
assessments, water rates, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, and comparable items
constituting Escrow Payments for the related Mortgage, (ii) to reimburse the Servicer for any Servicing Advance made by the Servicer
with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan that represent late payments or
collections of Escrow Payments thereunder, (iii) to refund to the Mortgagor any funds as may be determined to be overages, (iv) if
permitted by applicable law, for transfer to the Collection Account in accordance with the terms of this Agreement, (v) for
application to restoration or repair of the Mortgaged Property in accordance with the terms of the related Mortgage Loan, (vi) to pay
to the Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account,
(vii) to reimburse a Mortgagor in connection with the making of the Payoff of the related Mortgage Loan or the termination of all or
part of the escrow requirement in connection with the Mortgage Loan, (viii) to remove any amounts deposited into the Escrow Account
in error; or (ix) to clear and terminate the Escrow Account on the termination of this Agreement.

Section 5.08       Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Insurance Policies; Collections Thereunder.

         With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums, and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage and applicable law.  If a Mortgage does not provide for Escrow Payments, then the Servicer shall
require that any such payments be made by the Mortgagor at the time they first become due.  The Servicer assumes full responsibility
for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such
payments but shall be entitled to reimbursement thereof in accordance with the terms of this Agreement.

         The Servicer shall maintain in full force and effect a Primary Insurance Policy, conforming in all respects to the
description set forth in Section 3.03(29), issued by an insurer described in that Section, with respect to each Mortgage Loan for
which such coverage is required.  Such coverage will be maintained in accordance with Acceptable Servicing Procedures and  until such
time, if any, as such insurance is required to be released in accordance with the provisions of applicable law including, but not
limited to, the Homeowners Protection Act of 1998.  The Servicer shall assure that all premiums due under any Primary Insurance
Policy are paid in a timely manner, but, shall be entitled to reimbursement pursuant to the terms of this Agreement for premiums paid
by the Servicer on behalf of any Mortgagor who is obligated to pay such premiums but fails to do so.  The Servicer shall not cancel
or refuse to renew any Primary Insurance Policy in effect on the Funding Date that is required to be kept in force under this
Agreement unless a replacement Primary Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a
Qualified Mortgage Insurer .  The Servicer shall not take any action which would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Servicer, would have been covered thereunder.  In connection with any
assumption or substitution agreement entered into or to be entered into pursuant to Section 7.01, the Servicer shall promptly notify
the insurer under the related Primary Insurance Policy, if any, of such assumption or substitution of liability in accordance with
the terms of such policy and shall take all actions which may be required by such insurer as a condition to the continuation of
coverage under the Primary Insurance Policy.  If such Primary Insurance Policy is terminated as a result of such assumption or
substitution of liability, then the Servicer shall obtain, and, except as otherwise provided above, maintain, a replacement Primary
Insurance Policy as provided above.

         In connection with its activities as servicer, the Servicer agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Primary Insurance Policy in a timely fashion in accordance with the terms of such policies
and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Insurance Policy respecting a
defaulted Mortgage Loan.  Pursuant to Section 5.04, any amounts collected by the Servicer under any Primary Insurance Policy shall be
deposited in the Collection Account, subject to withdrawal in accordance with Section 5.05.

Section 5.09      Transfer of Accounts.

         The Servicer may transfer the Collection Account or any Escrow Account to a different depository institution from time to
time; provided that (i) no such transfer shall be made unless all certifications or letter agreements required under Section 5.04
have been executed and delivered by the parties thereto; and (ii) concurrently upon any such transfer, the Servicer shall give
written notice thereof to the Purchaser.  Notwithstanding anything to the contrary contained herein, the Collection Account and each
Escrow Account shall at all times constitute Eligible Accounts.

         To the extent that at any time the funds in either the Collection Account or the Escrow Account should exceed the FDIC
maximum insurance limit, (the "Excess Amount"), the Servicer shall put such Excess Amounts into Permitted Investments, which funds
shall be brought back into the Collection Account or Escrow Account, as the case may be, for distribution to the Purchaser on the
related Remittance Date.

Section 5.10      Maintenance of Hazard Insurance.

              The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
customary in the area where the Mortgaged Property is located in an amount that is at least equal to the lesser of (a) the maximum
insurable value of the improvements securing such Mortgage Loan and (b) the greater of (1) the Unpaid Principal Balance of such
Mortgage Loan or (2) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the loss payee from
becoming a co-insurer.

              If any Mortgaged Property is in an area identified by the Federal Emergency Management Agency as having special flood
hazards and such flood insurance has been made available, then the Servicer will cause to be maintained a flood insurance policy
meeting the requirements of the current guidelines of the National Flood Insurance Program with a generally acceptable insurance
carrier, in an amount representing coverage not less than the lesser of (a) the outstanding principal balance of the related Mortgage
Loan or (b) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended.

         The Servicer shall also maintain on each REO Property fire, hazard and liability insurance, and to the extent required and
available under the Flood Disaster Protection Act of 1973, as amended, flood insurance with extended coverage in an amount which is
at least equal to the lesser of (a) the maximum insurable value of the improvements which are a part of such property and (b) the
outstanding principal balance of the related Mortgage Loan at the time it became an REO Property plus accrued interest at the Note
Rate and related Servicing Advances.

All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer, or upon request to the
Purchaser, and shall provide for at least 30 days prior written notice of any cancellation, reduction in the amount of, or material
change in, coverage to the Servicer.  The Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided that the Servicer shall not accept any such insurance policies from insurance companies unless
such companies (a) currently reflect (1) a general policyholder's rating of B+ or better and a financial size category of III or
better in Best's Key Rating Guide, or (2) a general policyholder's rating of "A" or "A-" or better in Best's Key Rating Guide, and
(b) are licensed to do business in the state wherein the related Mortgaged Property is located.  Notwithstanding the foregoing, the
Servicer may accept a policy underwritten by Lloyd's of London or, if it is the only coverage available, coverage under a state's
Fair Access to Insurance Requirement (FAIR) Plan.  If a hazard policy becomes in danger of being terminated, or the insurer ceases to
have the ratings noted above, the Servicer shall notify the Purchaser and the related Mortgagor, and shall use its best efforts, as
permitted by applicable law, to obtain from another qualified insurer a replacement hazard insurance policy substantially and
materially similar in all respects to the original policy.  In no event, however, shall a Mortgage Loan be without a hazard insurance
policy at any time, subject only to Section 5.11.

         Pursuant to Section 5.04, any amounts collected by the Servicer under any such policies other than amounts to be deposited
in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the
Mortgagor in accordance with the  Acceptable Servicing Procedures, shall be deposited in the Collection Account within one Business
Day after receipt, subject to withdrawal in accordance with Section 5.05.  Any cost incurred by the Servicer in maintaining any such
insurance shall not, for the purpose of calculating remittances to the Purchaser, be added to the unpaid principal balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

         It is understood and agreed that no earthquake or other additional insurance need be required by the Servicer of the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such additional insurance.


Section 5.11      Maintenance of Mortgage Impairment Insurance Policy .

         If the Servicer obtains and maintains a blanket policy issued by an issuer that has a Best's Key rating of A+:V insuring
against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the
amount required pursuant to Section 5.10 and otherwise complies with all other requirements of Section 5.10, it shall conclusively be
deemed to have satisfied its obligations as set forth in Section 5.10, it being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO
Property a policy complying with Section 5.10 and there shall have been one or more losses which would have been covered by such
policy, deposit in the Collection Account the amount not otherwise payable under the blanket policy because of such deductible
clause; provided that the Servicer shall not be entitled to obtain reimbursement therefor.  In connection with its activities as
servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy.  Upon request of the Purchaser, the Servicer shall cause to
be delivered to the Purchaser a certified true copy of such policy and a statement from the insurer thereunder that such policy shall
in no event be terminated or materially modified without 30 days' prior written notice to the Purchaser.
Section 5.12      Fidelity Bond; Errors and Omissions Insurance.

         The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies that would meet the requirements of FNMA and FHLMC on all officers, employees or other
Persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage
Loans.  The Fidelity Bond and errors and omissions insurance shall be in the form of the "Mortgage Banker's Blanket Bond" and shall
protect and insure the Servicer against losses, including losses arising by virtue of any Mortgage Loan not being satisfied in
accordance with the procedures set forth in Section 7.02 and/or losses resulting from or arising in connection with forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of or by such Persons.  Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and
the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby.  No
provision of this Section 5.12 requiring the Fidelity Bond and errors and omissions insurance shall diminish or relieve the Servicer
from its duties and obligations as set forth in this Agreement.  The minimum coverage under any such bond and insurance policy shall
be at least equal to the corresponding amounts required by FNMA in the FNMA Guide and by FHLMC in the FHLMC Servicing Guide.  The
Servicer shall cause to be delivered to the Purchaser on or before the Funding Date:  (i)  a certified true copy of the Fidelity Bond
and insurance policy; (ii) a written statement from the surety and the insurer that such Fidelity Bond or insurance policy shall in
no event be terminated or materially modified without 30 days prior written notice to the Purchaser; and (iii) written evidence
reasonably satisfactory to the Purchaser that such Fidelity Bond or insurance policy provides that the Purchaser is a beneficiary or
loss payee thereunder.

Section 5.13      Management of REO Properties.

If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (each, an "REO Property"), the deed
or certificate of sale shall be taken in the name of the Purchaser or the Person (which may be the Servicer for the benefit of the
Purchaser) designated by the Purchaser, or in the event the Purchaser or such Person is not authorized or permitted to hold title to
real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws
of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be
consistent with an opinion of counsel obtained by the Servicer from an attorney duly licensed to practice law in the state where the
REO Property is located.  The Servicer (acting alone or through a subservicer), on behalf of the Purchaser, shall, subject to
Section 5.01(iii)(c), dispose of any REO Property pursuant to Section 5.14.  Unless an appraisal prepared by an MAI Appraiser who is
Independent in accordance with the provisions of 12 C.F.R. 225.65 shall have been obtained in connection with the acquisition of such
REO Property, promptly following any acquisition by the Purchaser (through the Servicer) of an REO Property, the Servicer shall
obtain a narrative appraisal thereof (at the expense of the Purchaser) in order to determine the fair market value of such REO
Property.  The Servicer shall promptly notify the Purchaser of the results of such appraisal.  The Servicer shall also cause each REO
Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least
as required by Acceptable Servicing Practices thereafter, and Servicer shall be entitled to be reimbursed for expenses in connection
therewith in accordance with this Agreement.  The Servicer shall make or cause to be made a written report of each such inspection.
Such reports shall be retained in the Servicer's Mortgage File and copies thereof shall be forwarded by the Servicer to the
Purchaser.  The Servicer shall also furnish to the Purchaser the applicable reports required under Section 8.01.

Notwithstanding anything to the contrary contained herein, if a REMIC election has been or is to be made with respect to the
arrangement under which the Mortgage Loans and the REO Properties are held, then the Servicer shall manage, conserve, protect and
operate each REO Property in a manner that does not cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 86OG(a)(8) of the Code or result in the receipt by such REMIC of any "income from non-permitted assets" within the
meaning of Section 86OF(a)(2)(B) or any "net income from foreclosure property" within the meaning of Section 86OG(c)(2) of the Code
(or comparable provisions of any successor or similar legislation).

The Servicer shall deposit and hold all revenues and funds collected and received in connection with the operation of each REO
Property in the Collection Account, and the Servicer shall account separately for revenues and funds received or expended with
respect to each REO Property.

The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement (and,
in particular, Section 5.01(iii)(c)), to do any and all things in connection with any REO Property as are consistent with the
servicing standards set forth in Section 5.01.  In connection therewith, the Servicer shall deposit or cause to be deposited on a
daily basis in the Collection Account all revenues and collections received or collected by it with respect to each REO Property,
including all proceeds of any REO Disposition.  Subject to Section 5.15(iv), the Servicer shall withdraw (without duplication) from
the Collection Account, but solely from the revenues and collections received or collected by it with respect to a specific REO
Property, such funds necessary for the proper operation, management and maintenance of such REO Property, including the following:

(1)  all insurance premiums due and payable in respect of such REO Property;

(2)  all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;

(3)  all customary and reasonable costs and expenses necessary to maintain, repair, appraise, evaluate, manage or operate such
     REO Property (including the customary and reasonable costs incurred by any "managing agent" retained by the Servicer in
     connection with the maintenance, management or operation of such REO Property);

(4)  all reasonable costs and expenses of restoration improvements, deferred maintenance and tenant improvements; and

(5)  all other reasonable costs and expenses, including reasonable attorneys' fees, that the Servicer may suffer or incur in
     connection with its performance of its obligations under this Section (other than costs and expenses that the Servicer is
     expressly obligated to bear pursuant to this Agreement).


To the extent that amounts on deposit in the Collection Account are insufficient for the purposes set forth in clauses (1) through
(5) above, the Servicer shall, subject to Section 6.04, advance the amount of funds required to cover the shortfall with respect
thereto.  The Servicer shall promptly notify the Purchaser in writing of any failure by the Servicer to make a Servicing Advance of
the type specified in clauses (1) or () above (irrespective of whether such Servicing Advance is claimed to be non-recoverable by the
Servicer pursuant to Section 6.04).

Following the consummation of an REO Disposition, the Servicer shall remit to the Purchaser, in accordance with Section 6.01, any
proceeds from such REO Disposition in the Collection Account following the payment of all expenses and Servicing Advances relating to
the subject REO Property.

Section 5.14      Sale of Specially Serviced Mortgage Loans and REO Properties.

Subject to Section 5.01 (and, specifically, Section 5.01(3)(c)) and Section 5.15, the Servicer shall offer to sell any REO Property
no later than the time determined by the Servicer to be sufficient to result in the sale of such REO Property on or prior to the
purchase date specified in Section 5.15(3).  In accordance with the servicing standards set forth in Section 5.01, the Servicer shall
solicit bids and offers from Persons for the purchase of any Specially Serviced Mortgage Loan or REO Property and, upon receipt
thereof, promptly (but in any event within 3 Business Days) present such bids and offers to the Purchaser.  The Servicer shall not
accept any bid or offer for any Specially Serviced Mortgage Loan or REO Property except in compliance with Section 5.01(3(c).  The
Purchaser may reject any bid or offer if the Purchaser determines the rejection of such bid or offer would be in the best interests
of the Purchaser.  If the Purchaser rejects any bid or offer, the Servicer shall, if appropriate, seek an extension of the 2 year
period referred to in Section 5.15.

Subject to Section 5.01 (and, specifically, Section 5.01(3)(c)) and Section 5.15, the Servicer shall act on behalf of the Purchaser
in negotiating and taking any other action necessary or appropriate in connection with the sale of any Specially Serviced Mortgage
Loan or REO Property, including the collection of all amounts payable in connection therewith.  The terms of sale of any Specially
Serviced Mortgage Loan or REO Property shall be in the sole discretion of the Purchaser.  Any sale of a Specially Serviced Mortgage
Loan or any REO Disposition shall be without recourse to, or representation or warranty by, the Purchaser or the Servicer, and, if
consummated in accordance with the terms of this Agreement, then the Servicer shall have no liability to the Purchaser with respect
to the purchase price therefor accepted by the Purchaser.  The proceeds of any sale after deduction of the expenses of such sale
incurred in connection therewith shall be promptly deposited in (a) if such sale is an REO Disposition, in the Collection Account in
accordance with Section 5.13 and (b) in any other circumstance, the Collection Account in accordance with Section 5.04.

Section 5.15      Realization Upon Specially Serviced Mortgage Loans and REO Properties.

(1)      Subject to Section 5.01(iii)(c), the Servicer shall foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default and as to which (a) in the
reasonable judgment of the Servicer, no satisfactory arrangements can, in accordance with  Acceptable Servicing Procedures, be made
for collection of delinquent payments pursuant to Section 5.01 and (b) such foreclosure or other conversion is otherwise in
accordance with Section 5.01.  The Servicer shall not be required to expend its own funds in connection with any foreclosure or
towards the restoration, repair, protection or maintenance of any property unless it shall determine that such expenses will be
recoverable to it as Servicing Advances either through Liquidation Proceeds or through Insurance Proceeds (in accordance with Section
5.05) or from any other source relating to the Specially Serviced Mortgage Loan(including REO Disposition Proceeds).  The Servicer
shall be required to advance funds for all other costs and expenses incurred by it in any such foreclosure proceedings; provided that
it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated by
Section 5.05.

(2)      Upon any Mortgaged Property becoming an REO Property, the Servicer shall promptly notify the Purchaser thereof, specifying
the date on which such Mortgaged Property became an REO Property.  Pursuant to its efforts to sell such REO Property, the Servicer
shall, either itself or through an agent selected by it, protect and conserve such REO Property in accordance with the servicing
standards set forth in Section 5.01 and may, subject to Section 5.01(3)(c) and incident to its conservation and protection of the
interests of the Purchaser, rent the same, or any part thereof, for the period to the sale of such REO Property.

(3)      Notwithstanding anything to the contrary contained herein, the Purchaser shall not, and the Servicer shall not on the
Purchaser's behalf, acquire any real property (or personal property incident to such real property) except in connection with a
default or a default that is imminent on a Mortgage Loan.  If the Purchaser acquires any real property (or personal property incident
to such real property) in connection with such a default, then such property shall be disposed of by the Servicer in accordance with
this Section and Section 5.14 as soon as possible but in no event later than 2 years after its acquisition by the Servicer on behalf
of the Purchaser, unless the Servicer obtains, at the expense of the Purchaser, in a timely fashion an extension from the Internal
Revenue Service for an additional specified period.

(4)      Any recommendation of the Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the
Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding.  The income earned
from the management of any REO Property, net of reimbursement to the Servicer for Servicing Advances and fees for work-out
compensation in accordance with the FHLMC Servicing Guide, incurred with respect to such REO Property under Section 5.13, shall be
applied to the payment of the costs and expenses set forth in Section 5.13(iv), with any remaining amounts to be promptly deposited
in the Collection Account in accordance with Section 5.13.

(5)      If, in the exercise of its servicing obligations with respect to any Mortgaged Property hereunder, the Servicer deems it is
necessary or advisable to obtain an Environmental Assessment, then the Servicer shall so obtain an Environmental Assessment, it being
understood that all reasonable costs and expenses incurred by the Servicer in connection with any such Environmental Assessment
(including the cost thereof) shall be deemed to be Servicing Advances recoverable by the Servicer pursuant to Section 5.13(4).  Such
Environmental Assessment shall (a) assess whether (1) such Mortgaged Property is in material violation of applicable Environmental
Laws or (2) after consultation with an environmental expert, taking the actions necessary to comply with applicable Environmental
Laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions, and (b) identify
whether (1) any circumstances are present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal,
state or local law or regulation, or (2) if such circumstances exist, after consultation with an environmental expert, taking such
actions is reasonably likely to produce a greater recovery on a present value basis than not taking such actions.  (The conditions
described in the immediately preceding clauses (a) and (b) shall be referred to herein as "Environmental Conditions Precedent to
Foreclosure.")  If any such Environmental Assessment so warrants, the Servicer is hereby authorized to and shall perform such
additional environmental testing as it deems necessary and prudent to establish the satisfaction of the foregoing Environmental
Conditions Precedent to Foreclosure or to proceed in accordance with Subsection (6) or (7), as the case may be, below (such
additional testing thereafter being included in the term "Environmental Assessment").

(6)      If an Environmental Assessment deemed necessary or advisable by the Servicer in accordance with Subsection 5 of this Section
5.15 establishes that any of the Environmental Conditions Precedent to Foreclosure is not satisfied with respect to any Mortgaged
Property, but the Servicer in good faith reasonably believes that it is in the best economic interest of the Purchaser to proceed
against such Mortgaged Property and, if title thereto is acquired, to take such remedial, corrective or other action with respect to
the unsatisfied condition or conditions as may be prescribed by applicable law to satisfy such condition or conditions, then the
Servicer shall so notify the Purchaser.  If, pursuant to Section 5.01(iii)(c), the Purchaser has notified the Servicer in writing to
proceed against such Mortgaged Property, then the Servicer shall so proceed.  The cost of any remedial, corrective or other action
contemplated by the preceding sentence in respect of any of the Environmental Conditions Precedent to Foreclosure that is not
satisfied shall not be an expense of the Servicer and the Servicer shall not be required to expend or risk its own funds or otherwise
incur any financial liability in connection with any such action.

(7)      If an Environmental Assessment deemed necessary or advisable by the Servicer in accordance with Subsection 5 of this Section
 5.15 establishes that any of the Environmental Conditions Precedent to Foreclosure is not satisfied with respect to any Mortgaged
Property and, in accordance with Section 5.01(3)(c), the Purchaser elects or is deemed to have elected not to proceed against such
Mortgaged Property, then the Servicer shall, subject to Section 5.01(3)(c), take such action as Purchaser and Servicer shall agree
upon. .

(8)      Prior to the Servicer taking any action with respect to the use, management or disposal of any hazardous materials on any
Mortgaged Property, the Servicer shall request the approval of the Purchaser in accordance with Section 5.01(3(c) and, if such action
is approved by the Purchaser, (a) keep the Purchaser apprised of the progress of such action; and (b) take such action in compliance
with all applicable Environmental Laws.


Section 5.16 Investment of Funds in the Collection Account.

The Servicer may direct any depository institution which holds a Collection Account to invest the funds in the Collection Account in
one or more Permitted Investments bearing interest.  All such Permitted Investments shall be held to maturity, unless payable on
demand.  In the event amounts on deposit in the Collection Account are at any time invested in a Permitted Investment payable on
demand, the Servicer shall:

         (a)  consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such
         Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable
         thereunder and (2) the amount required to be withdrawn on such date; and

         (b)  demand payment of all amounts due thereunder promptly upon determination by the Servicer or notice from the Purchaser
         that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the
         Collection Account.

All income and gain realized from investment of funds deposited in the Collection Account shall be for the benefit of the Servicer
and shall be subject to its withdrawal in accordance with Section 5.05.  The Servicer shall deposit in the Collection Account the
amount of any loss incurred in respect of any Permitted Investment immediately upon realization of such loss.

 ARTICLE V: REPORTS; REMITTANCES; ADVANCES

Section 6.01 Remittances.
(1) On each Remittance Date, the Servicer shall remit to the Purchaser (a) all amounts credited to the Collection Account as of the close of
business on the preceding Determination Date (including (1) the amount of any Payoff, together with interest thereon at the related
Remittance Rate to the  end of the month in which prepayment of the related Mortgage Loan occurs and (2) all proceeds of any REO
Disposition net of amounts payable to the Servicer pursuant to Section 5.13), net of charges against or withdrawals from the
Collection Account in accordance with Section 5.05, which charges against or withdrawals from the Collection Account the Servicer
shall make solely on such Remittance Date, plus (b) all Monthly Advances, if any, which the Servicer is obligated to remit pursuant
to Section 6.03; provided that the Servicer shall not be required to remit, until the next following Remittance Date, Prepaid Monthly
Payments and minus principal prepayments received after the last calendar day of the month preceding the Remittance Date. any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding Determination Date.

(2) All remittances made to the Purchaser on each Remittance Date will be made to the Purchaser or Purchaser's designee by wire transfer of
immediately available funds accordingly to the instructions that will be provided by Purchaser to the Servicer.

(3) With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Servicer shall pay
to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced from time
to time by Citibank, N.A., New York, New York, as its prime lending rate, adjusted as of the date of each change, plus two percentage
points, but in no event greater than the maximum amount permitted by applicable law.  Such interest shall be paid by the Servicer to
the Purchaser on the date such late payment is made and shall cover the period commencing with the Business Day on which such payment
was due and ending with the Business Day on which such payment is made, both inclusive.  Such interest shall be remitted along with
such late payment.  Neither the payment by the Servicer nor the acceptance by the Purchaser of any such interest shall be deemed an
extension of time for payment or a waiver by the Purchaser of any Event of Default.


Section 6.02 Reporting.

         On or before the 5th calendar day (or, if such day is not a Business Day, on the immediately succeeding Business Day) of
each month during the term hereof, the Servicer shall deliver to the Purchaser monthly accounting reports in the form of Exhibits
6.02(a) through 6.02(g) attached hereto with respect to the most recently ended Monthly Period and the 6.02 (b) will be given in
electronic form..  .  The Purchaser may assess penalty fees in accordance with  The FNMA Guidefor late or incorrect reporting.

         The Servicer shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for the
Purchaser to prepare its federal income tax return as the Purchaser may reasonably request from time to time.

Section 6.03      Monthly Advances by the Servicer.

(1)      Not later than the close of business on the Business Day immediately preceding each Remittance Date, the Servicer shall
deposit in the Collection Account an amount equal to all Monthly Payments not previously advanced by the Servicer (with interest
adjusted to the Remittance Rate) that were due on a Mortgage Loan and delinquent at the close of business on the related
Determination Date.  The Servicer may reduce the total amount to be deposited in the Collection Account as required by the foregoing
sentence by the amount of funds in the Collection Account which represent Prepaid Monthly Payments.

(2)      The Servicer's obligations to make Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment
due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the Remittance Date for the remittance
of all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds or Condemnation Proceeds) with respect to
the Mortgage Loan; provided that such obligation shall cease if the Servicer furnishes to the Purchaser an Officers' Certificate
evidencing the determination by the Servicer in accordance with Section 6.04 that advances with respect to such Mortgage Loan are
non-recoverable.

Section 6.04      Non-recoverable Advances.

         The determination by the Servicer that any Monthly Advance or Servicing Advance, if made, would constitute a non-recoverable
advance shall be evidenced by an Officers' Certificate delivered to the Purchaser detailing the reasons for such determination, with
copies of a relevant appraisal by an MAI Appraiser who is Independent and, if such reports are to be used to determine that any
Monthly Advance or Servicing Advance would be a non-recoverable advance, all engineers' reports, environmental reports or other
information relevant thereto that support such determination.  Such Officers' Certificate shall set forth the Servicer's
considerations in reaching its conclusion that such advance is non-recoverable, and such conclusion shall be based upon, in addition
to the above-described appraisal and reports, income and expense statements, rent rolls, occupancy, property inspections, servicer
inquiries and other information of similar nature that support the Servicer's conclusion that such advance is non-recoverable.  The
Purchaser shall have a period of 45 days following the later of (i) the receipt by the Purchaser of such Officers' Certificate and
all documentation supplied by the Servicer relating thereto and (ii) the receipt by the Purchaser of such other related documentation
or information as shall have been reasonably requested by the Purchaser within 30 days following the delivery of such Officers'
Certificate, to approve, by the exercise by the Purchaser of its reasonable credit judgment, the subject Monthly Advance or Servicing
Advance as a non-recoverable advance.  Only if the Purchaser has so approved any Monthly Advance or Servicing Advance as
non-recoverable shall the Servicer be entitled to reimbursement for such non-recoverable advance (solely to the extent made) as
provided in Section 5.05 or Section 5.13, as applicable.  The Servicer shall also deliver to the Purchaser from time to time upon
request copies of any appraisals and other reports or information of the type described in this Section 6.04 that it possesses
relative to any Mortgaged Property.

Section 6.05      Itemization of Servicing Advances.

The Servicer shall provide the Purchaser with an itemization of all Servicing Advances incurred or made by the Servicer hereunder not
less than quarterly and at such other times as the Purchaser may from time to time reasonably request.

ARTICLE VI: GENERAL SERVICING PROCEDURE

 Section 7.01     Enforcement of Due-on-Sale Clauses, Assumption Agreements.

(1)      The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause applicable thereto; provided that the Servicer shall not exercise any such rights if prohibited by law from
doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance
Policy, if any.
(2)      If the Servicer is prohibited from enforcing such "due-on-sale" clause, then the Servicer will enter into an assumption
agreement with the Person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable
thereon.  (For purposes of this Section 7.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property
subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.)  If any Mortgage Loan is to
be assumed, then the Servicer shall inquire into the creditworthiness of the proposed transferee and shall use the same Cendant
Mortgage underwriting criteria for approving the credit of the proposed transferee that are used with respect to underwriting
mortgage loans of the same type as the Mortgage Loans.  Where an assumption is allowed, the Servicer, with the prior written consent
of the primary mortgage insurer, if any, and subject to the conditions of Section 7.01(iii), shall, and is hereby authorized to,
enter into a substitution of liability agreement with the Person to whom the Mortgaged Property is proposed to be conveyed pursuant
to which the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the
related Mortgage Note.  Any such substitution of liability agreement shall be in lieu of an assumption agreement.  In no event shall
the Note Rate, the amount of the Monthly Payment or the final maturity date be changed.  The Servicer shall notify the Purchaser that
any such substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such
substitution of liability or assumption agreement, which document shall be added to the related Purchaser's Mortgage File and shall,
for all purposes, be considered a part of such Purchaser's Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.  Any fee collected by the Servicer for entering into an assumption or substitution of liability
agreement shall be retained by the Servicer as additional compensation for servicing the Mortgage Loans.
(3)      If the credit of the proposed transferee does not meet such underwriting criteria, then the Servicer shall, to the extent
permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.


Section 7.02      Satisfaction of Mortgages and Release of Mortgage Files.

         Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify the Purchaser by a certification of a
Servicing Officer, which certification shall include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Collection Account pursuant to Section 5.04 have been or will
be so deposited and shall request delivery to it of the Purchaser's Mortgage File held by the Purchaser or its designee.  Upon
receipt of such certification and request, the Purchaser shall promptly release the related mortgage documents to the Servicer and
the Servicer shall promptly prepare and process any satisfaction or release.  No expense incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.

         If the Servicer satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the
Mortgage, or should it otherwise take such action which results in a reduction of the coverage under the Primary Insurance Policy, if
any, then the Servicer shall promptly give written notice thereof to the Purchaser, and, within 10 Business Days following written
demand therefor from the Purchaser to the Servicer, the Servicer shall repurchase the related Mortgage Loan by paying to the
Purchaser the Repurchase Price therefor by wire transfer of immediately available funds directly to the Purchaser's Account.

         From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for this purpose
collection under any Primary Insurance Policy, the Purchaser or Purchaser's designee shall, upon request of the Servicer and delivery
to the Purchaser of a servicing receipt signed by a Servicing Officer, release the  Mortgage File held by the Purchaser to the
Servicer.  Such servicing receipt shall obligate the Servicer to return the related Mortgage Loan documents to the Purchaser when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the Mortgage Loan have been deposited in the Collection Account or the  Mortgage File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or
other proceedings for the foreclosure of the Mortgaged Property either judicially or nonjudicially, and the Servicer has delivered to
the Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such  Mortgage File
or such document was delivered and the purpose or purposes of such delivery.  Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated and the Liquidation Proceeds were deposited in the Collection Account, the servicing
receipt shall be released by the Purchaser to the Servicer.

Section 7.03      Servicing Compensation.

         As compensation for its services hereunder, the Servicer shall be entitled to retain from interest payments actually
collected on the Mortgage Loans the amounts provided for as the Servicing Fee.  The Servicing Fee in respect of a Mortgage Loan for a
particular month shall become payable only upon the receipt by the Servicer from the Mortgagor of the full Monthly Payment in respect
of such Mortgage Loan.  Additional servicing compensation in the form of assumption fees, as provided in Section 7.01, late payment
charges and other servicer compensation for modifications, short sales, and other services not to exceed those fees described in the
FHLMC Servicing Guide shall be retained by the Servicer to the extent not required to be deposited in the Collection Account.  The
Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided for herein.

Section 7.04      Annual Statement as to Compliance.

         The Servicer will deliver to the Purchaser on or before March 31 of each year, beginning with March 31, 2002, an Officers'
Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under
this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this
Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations
under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each
such default known to such officers and the nature and status thereof.

Section 7.05      Annual Independent Certified Public Accountants' Servicing Report.

         On or before March 31 of each year beginning March 31, 2002, the Servicer at its expense shall cause a firm of independent
public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the
Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans
generally that include a sampling of the Mortgage Loans, the provisions of Article VI have been complied with and, on the basis of
such an examination conducted substantially in accordance with the Uniform Single Attestation Program for Mortgage Bankers, such
servicing has been conducted in compliance with this Agreement, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such statement.

Section 7.06      Purchaser's Right to Examine Servicer Records.

         The Purchaser shall have the right to examine and audit, during business hours or at such other times as are reasonable
under applicable circumstances, upon five days advance notice any and all of (i) the credit and other loan files relating to the
Mortgage Loans or the Mortgagors, (ii) any and all books, records, documentation or other information of the Servicer (whether held
by the Servicer or by another) relating to the servicing of the Mortgage Loans and (iii) any and all books, records, documentation or
other information of the Servicer (whether held by the Servicer or by another) that are relevant to the performance or observance by
the Servicer of the terms, covenants or conditions of this Agreement.  The Servicer shall be obligated to make the foregoing
information available to the Purchaser at the site where such information is stored; provided that the Purchaser shall be required to
pay all reasonable costs and expenses incurred by the Servicer in making such information available.

ARTICLE VIII                           REPORTS TO BE PREPARED BY THE SERVICER

Section 8.01      The Servicer's Reporting Requirements.

Electronic Format.  If requested by the Purchaser or its designee, the Servicer shall supply any and all information regarding the
Mortgage Loans and the REO Properties, including all reports required to be delivered pursuant to  Section 5.03, Section 6.02 and
this Section 8.01, to the Purchaser in electronic format reasonably acceptable to Purchaser.

REO Property Reports.  On or before the 3rd Business Day preceding each Determination Date, the Servicer shall deliver to the
Purchaser a report, in form acceptable to Purchaser, describing in reasonable detail the Servicer's efforts in connection with the
sale of each REO Property and setting forth all operating income (including rental income) and operating expenses pertaining to each
REO Property for the previous month, together with rent rolls, operating statements, and such other information as is referenced on
such report pertaining to the REO Property.

Additional Reports; Further Assurances.  On or before the 3rd Business Day preceding each Determination Date, the Servicer shall
deliver to the Purchaser (i) a report, acceptable to the Purchaser, describing in reasonable detail all Mortgage Loans that are 90
days or more delinquent and the Servicer's activities in connection with such delinquencies and (ii) a report (substantially in the
form of Exhibit 8.01 attached hereto) with respect to delinquent Mortgage Loans.  Utilizing resources reasonably available to the
Servicer without incurring any cost except the Servicer's overhead and employees' salaries, the Servicer shall furnish to the
Purchaser during the term of this Agreement such periodic, special or other reports, information or documentation, whether or not
provided for herein, as shall be reasonably requested by the Purchaser with respect to Mortgage Loans or REO Properties (provided the
Purchaser shall have given the Servicer reasonable notice and opportunity to prepare such reports, information or documentation),
including any reports, information or documentation reasonably required to comply with any regulations of any governmental agency or
body having jurisdiction over the Purchaser, all such reports or information to be as provided by and in accordance with such
applicable instructions and directions as the Purchaser may reasonably request.  If any of such reports are not customarily prepared
by the Servicer or require that the Servicer program data processing systems to create the reports, then the Purchaser shall pay to
the Servicer a fee mutually agreed to by the Purchaser and the Servicer taking into account the Servicer's actual time and cost in
preparing such reports.  The Servicer agrees to execute and deliver all such instruments and take all such action as the Purchaser,
from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.


Section 8.02      Financial Statements.

         The Servicer understands that, in connection with marketing the Mortgage Loans, the Purchaser may make available to any
prospective purchaser of the Mortgage Loans the Servicer's audited financial statements for its fiscal year 1999 and its audited
financial statements for fiscal year 2000, together with any additional statements provided pursuant to the next sentence.  During
the term hereof, the Servicer will deliver to the Purchaser audited financial statements for each of its fiscal years following the
Funding Date and all other financial statements prepared following the Funding Date to the extent any such statements are available
upon request to the public at large.

         The Servicer also agrees to make available upon reasonable notice and during normal business hours to any prospective
purchasers of the Mortgage Loans a knowledgeable financial or accounting officer for the purpose of answering questions respecting
recent developments affecting the Servicer or the financial statements of the Servicer which may affect, in any material respect, the
Servicer's ability to comply with its obligations under this Agreement, and to permit any prospective purchasers upon reasonable
notice and during normal business hours to inspect the Servicer's servicing facilities for the purpose of satisfying such prospective
purchasers that the Servicer has the ability to service the Mortgage Loans in accordance with this Agreement.

ARTICLEIX: THE SELLERS

Section 9.01      Indemnification; Third Party Claims.

         Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees
(each, an "Indemnified Party") from and against any costs, damages, expenses (including reasonable attorneys' fees and costs,
irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim),
fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained in any way by any such Person, no matter how or
when arising (including Losses incurred or sustained in connection with any judgment, award, or settlement), in connection with or
relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by
such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in
compliance with the terms hereof.  The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third
party with respect to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume the defense of any such claim and pay all
expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or
decree that may be entered against it or the Indemnified Party in respect of such claim.  Nothing contained herein shall prohibit the
Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings;
provided that neither Seller shall be obligated to pay or comply with any settlement to which it has not consented.  All amounts
required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party
upon demand therefor by such Indemnified Party.

Section 9.02      Merger or Consolidation of the Seller.

         Each Seller will keep in full effect its existence, rights and franchises as a corporation or a Delaware business trust, as
applicable, under the laws of the state of its organization and will obtain and preserve its qualification to do business as a
foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability
of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.

         Any Person into which a Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation (including by means of the sale of all or substantially all of such Seller's assets to such Person) to which the Seller
shall be a party, or any Person succeeding to the business of the Seller, shall be the successor of the Seller hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that, unless otherwise consented to by the Purchaser, the successor or surviving Person, in the case of a
merger or consolidation, etc. of the Servicer, shall be an institution qualified to service mortgage loans on behalf of FNMA and
FHLMC in accordance with the requirements of Section 3.02(1), shall not cause a rating on any security backed by a Mortgage Loan to
be downgraded and shall satisfy the requirements of Section 12.01 with respect to the qualifications of a successor to such Seller.

Section 9.03      Limitation on Liability of the Sellers and Others.

         Neither the Sellers nor any of the officers, employees or agents of the Sellers shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement or pursuant
to the express written instructions of the Purchaser, or for errors in judgment made in good faith; provided that this provision
shall not protect the Sellers or any such Person against any breach of warranties or representations made herein, or failure to
perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise
be imposed by reasons of willful misfeasance, bad faith, negligence or any breach in the performance of the obligations and duties
hereunder.  The Sellers and any officer, employee or agent of the Sellers may rely in good faith on any document of any kind
reasonably believed by the Sellers or such Person to be genuine and prima facie properly executed and submitted by any Person
respecting any matters arising hereunder.

The Sellers shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to their
duties hereunder and which in their opinion may involve them in any expense or liability; provided that the Sellers may with the
written consent of Purchaser undertake any such action that it may deem necessary or desirable in respect of this Agreement and the
rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities for which the Sellers shall notify the Purchaser and the Purchaser shall either
(1) authorize the removal of the expenses by the Seller from the Collection Account or (2)  Remit the requested expenses to the
Seller .



Section 9.04      Servicer Not to Resign.

         With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder,
Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of
its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the
continuance thereof.  Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third
party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval
not to be unreasonably withheld, or (ii) 30 Business Days following any determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage.  Any determination permitting the transfer
of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of
counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to
the Purchaser.

ARTICLEX:  DEFAULT

Section 10.01     Events of Default.

         In case one or more of the following events shall occur and be continuing:

(1)  any failure by the Servicer to remit to the Purchaser any payment required to be made under the terms of this Agreement
     which continues unremedied for a period of 3  Business Days unless such failure to remit is due to a cause beyond the Servicer's
     control, including an act of God, act of civil, military or governmental authority, fire, epidemic, flood, blizzard, earthquake,
     riot, war, or sabotage, provided that the Servicer gives the Purchaser notice of such cause promptly and uses commercially
     reasonable efforts to correct such failure to remit and does so remit within 2 Business Days following the end of the duration
     of the cause of such failure to remit; or

(2)  any failure on the part of a Seller/Servicer duly to observe or perform in any material respect any of the covenants or
     agreements on the part of such Seller/Servicer set forth in this Agreement which continues unremedied for a period of 45 days
     after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the
     applicable Seller/Servicer by the Purchaser; provided that such 45-day period shall not begin with respect to any failure to
     cure or repurchase in accordance with Sections 2.04 and/or 3.04 until the expiration of the cure periods provided for in
     Sections 2.04 and/or 3.04, as applicable;

(3)  any filing of an Insolvency Proceeding by or on behalf of a Seller/Servicer, any consent by or on behalf of a
     Seller/Servicer to the filing of an Insolvency Proceeding against a Seller/Servicer, or any admission by or on behalf of a
     Seller/Servicer of its inability to pay its debts generally as the same become due;

(4)  any filing of an Insolvency Proceeding against a Seller/Servicer that remains undismissed or unstayed for a period of 60
     days after the filing thereof;

(5)  any issuance of any attachment or execution against, or any appointment of a conservator, receiver or liquidator with
     respect to, all or substantially all of the assets of a Seller/Servicer;

(6)  any failure or inability of Cendant Mortgage to be eligible to service Mortgage Loans for FNMA or FHLMC;

(7)  any sale, transfer, assignment, or other disposition by a Seller/Servicer of all or substantially all of its property or
     assets to a Person who does not meet the qualifications enumerated or incorporated by reference into Section 9.02, any
     assignment by a Seller/Servicer of this Agreement or any of a Seller's/Servicer's rights or obligations hereunder except in
     accordance with Section 9.04, or any action taken or omitted to be taken by a Seller/Servicer in contemplation or in furtherance
     of any of the foregoing, without the consent of the Purchaser;

then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in
writing to the Sellers may, in addition to whatever rights the Purchaser may have at law or in equity to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Sellers and The Servicer under this
Agreement and in and to the Mortgage Loans(including the Servicing rights thereon) and the proceeds thereof subject to Section 12.01,
without the Purchaser's incurring any penalty or fee of any kind whatsoever in connection therewith; provided that, upon the
occurrence of an Event of Default under Subsection (3), (4) or (5) of this Section 10.01, this Agreement and all authority and power
of the Sellers hereunder (whether with respect to the Mortgage Loans, the REO Properties or otherwise) shall automatically cease.  On
or after the receipt by the Sellers of such written notice, all authority and power of the Sellers under this Agreement (whether with
respect to the Mortgage Loans or otherwise) shall cease.

ARTICLEXI:  TERMINATION

Section 11.01     Term and Termination.

(1) The servicing obligations of the Servicer under this Agreement may be terminated as provided in Section 10.01 hereof.


(2) In any case other than as provided under Subsection (1) hereof, the respective obligations and responsibilities of the Sellers
and Servicer hereunder shall terminate upon:  (a) the later of the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or the disposition of all REO Property and the remittance of all funds due hereunder; or (b) the
mutual written consent of the Sellers and the Purchaser.


(3)  Upon any termination of this Agreement or the servicing obligations of the Servicer hereunder, then the Servicer shall prepare,
execute and deliver all agreements, documents and instruments, including all  Mortgage Files, and do or accomplish all other acts or
things necessary or appropriate to effect such termination, all at the Servicer's sole expense.  In any such event, the Servicer
agrees to cooperate with the Purchaser in effecting the termination of the Servicer's servicing responsibilities hereunder, including
the transfer to the Purchaser or its designee for administration by it of all cash amounts which shall at the time be contained in,
or credited by the Servicer to, the Collection Account and/or the Escrow Account or thereafter received with respect to any Mortgage
Loan or REO Property.

Section 11.02 Termination without Cause

         In the event that any Mortgage Loans become delinquent in their payment obligations, and the Purchaser has no disposition
option other than to sell such non-performing Mortgage Loans to a third party purchaser on a servicing released basis, then Seller
agrees to act in the following manner:  (i) either allow the servicing function on such non-performing Mortgage Loans to be released
to the Purchaser's third party purchaser; or (ii) purchase the non-performing Mortgage Loans from the Purchaser under the same price
and terms which the Purchaser's third party purchaser would have purchased such non-performing Mortgage Loans.


Section 11.03     Survival.

         Notwithstanding anything to the contrary contained herein, the representations and warranties of the parties contained
herein and in any certificate or other instrument delivered pursuant hereto, as well as the other covenants hereof (including those
set forth in Section 9.01) , shall survive the termination of this Agreement and shall inure to the benefit of the parties, their
successors and assigns. Sellers further agree that the representations, warranties and covenants made by Sellers herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon by Purchaser notwithstanding any
investigation heretofore made by Purchaser or on Purchaser's behalf.



                                                   ARTICLE VIIII: GENERAL PROVISIONS

Section 12.01     Successor to the Servicer.

         Upon the termination of the Servicer's  servicing  responsibilities  and duties under this Agreement pursuant to Section 9.04,
10.01, or 11.01, the Purchaser shall (i) succeed to and assume all of the Servicer's  responsibilities,  rights, duties and obligations
under this  Agreement or  (ii) appoint a successor  servicer which shall succeed to all rights and assume all of the  responsibilities,
duties and  liabilities of the Servicer under this Agreement prior to the  termination of the Servicer's  responsibilities,  duties and
liabilities  under  this  Agreement.  If the  Servicer's  duties,  responsibilities  and  liabilities  under this  Agreement  should be
terminated  pursuant to the  aforementioned  sections,  then the Servicer shall continue to discharge such duties and  responsibilities
during the period from the date it acquires  knowledge of such termination  until the effective date thereof (if applicable) all on the
terms and  conditions  contained  herein and shall take no action  whatsoever  that might impair or  prejudice  the rights or financial
condition of its  successor.  The  termination  of the  Servicer's  servicing  responsibilities  pursuant to any of the  aforementioned
Sections  shall not,  among  other  things,  relieve  the  Servicer  of its  obligations  pursuant to  Section 2.04  and/or  7.02,  the
representations  and warranties or other obligations set forth in Sections 2.04,  3.01, 3.02 and 3.03 and the remedies available to the
Purchaser  under the  various  provisions  of this  Agreement.  In  addition,  such  termination  shall not affect any claims  that the
Purchaser may have against the Servicer arising prior to any such termination.

Section 12.02         Governing Law.

         This Agreement is to be governed by, and construed in accordance with the internal laws of the State of New York without
giving effect to principals of conflicts of laws. The obligations, rights, and remedies of the parties hereunder shall be determined
in accordance with such laws.

Section 12.03     Notices.

         Any notices or other communications permitted or required hereunder shall be in writing and shall be deemed conclusively to
have been given if personally delivered, sent by courier with delivery against signature therefor, mailed by registered mail, postage
prepaid, and return receipt requested or transmitted by telex, telegraph or telecopier and confirmed by a similar writing mailed or
sent by courier as provided above, to (i) in the case of the Purchaser, EMC Mortgage Corporation; MacArthur Ridge II, 909 Hidden
Ridge Drive, Suite 200, Irving, TX 75038, Attention: Ed Raice with copy to Bear Stearns 245 Park Avenue, New York, NY 10167 Attention
Legal Department, or such other address as may hereafter be furnished to the Seller in writing by the Purchaser, (ii) in the case of
the Cendant Mortgage, Cendant Mortgage Corporation, 6000 Atrium Way, Mt. Laurel, NJ  08054, Attention:  Peter A. Thomas, Vice
President, Secondary Marketing, and (iii) in the case of the Trust, c/o Cendant Mortgage Corporation, as  Administrator, 6000 Atrium
Way, Mt. Laurel, NJ  08054, Attention:  Peter A. Thomas, Vice President, Secondary Marketing ,or such other address as may hereafter
be furnished to the Purchaser in writing by the applicable Seller.

Section 12.04     Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever
held invalid, the invalidity of any such covenant, agreement, provision or term of this Agreement shall in no way affect the validity
or enforceability of the other provisions of this Agreement.

Section 12.05     Schedules and Exhibits.

         The schedules and exhibits that are attached to this Agreement are hereby incorporated herein and made a part hereof by this
reference.

Section 12.06     General Interpretive Principles.

         For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the other gender;

(2) any reference in this Agreement to this Agreement or any other agreement, document, or instrument shall be a reference to this
Agreement or any other such agreement, document, or instrument as the same has been amended, modified, or supplemented in accordance
with the terms hereof and thereof (as applicable);

(3) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles;

(4) references herein to "Articles," "Sections," "Subsections," "Paragraphs," and other subdivisions without reference to a document
are to designated articles, sections, subsections, paragraphs and other subdivisions of this Agreement, unless the context shall
otherwise require;

(5) a reference to a subsection without further reference to a section is a reference to such subsection as contained in the same
section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

(6) a reference to a "day" shall be a reference to a calendar day;

(7) the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any
particular provision; and

(8) the terms "include" and "including" shall mean without limitation by reason of enumeration.

Section 12.07     Waivers and Amendments, Noncontractual Remedies; Preservation of Remedies.

         This Agreement may be amended, superseded, canceled, renewed or extended and the terms hereof may be waived, only by a
written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative
of the party waiving compliance.  No such written instrument shall be effective unless it expressly recites that it is intended to
amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may
be.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right,
power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.  The rights
and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law
or in equity.

Section 12.08     Captions.

         All section titles or captions contained in this Agreement or in any schedule or exhibit annexed hereto or referred to
herein, and the table of contents to this Agreement, are for convenience only, shall not be deemed a part of this Agreement and shall
not affect the meaning or interpretation of this Agreement.

Section 12.09     Counterparts; Effectiveness; Assigns.

         This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one and the same instrument.  This Agreement shall become
effective as of the date first set forth herein upon the due execution and delivery of this Agreement by each of the parties hereto.
None of the Sellers shall assign its rights and obligations under this Agreement without the prior written consent of the Purchaser,
which consent shall not be unreasonably withheld.

Section 12.10     Entire Agreement; Amendment.

         This Agreement (including the schedules and exhibits annexed hereto or referred to herein), together with the Cendant Guide,
contains the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all
prior agreements, written or oral, with respect thereto. No amendment, modification or alteration of the terms or provisions of this
Agreement shall be binding unless the same shall be in writing and duly executed by the authorized representatives of the parties
hereto.

Section 12.11     Further Assurances.

         Each party hereto shall take such additional action as may be reasonably necessary to effectuate this Agreement and the
transactions contemplated hereby.  The Sellers will promptly and duly execute and deliver to the Purchaser such documents and
assurances and take such further action as the Purchaser may from time to time reasonably request in order to carry out more
effectively the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be
created in favor of the Purchaser.




IN WITNESS WHEREOF, the Sellers and the Purchaser have caused their names to be signed hereto by their respective officers as of the
date first written above.

EMC Mortgage Corporation

By:_________________________________________________________
Name:
Title:


CENDANT MORTGAGE CORPORATION

By:_________________________________________________________
Name:    Peter A.  Thomas
Title:   Vice President


BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL
MORTGAGE TRUST)

By:      Cendant Mortgage Corporation, as Administrator

By:_________________________________________________________
Name:    Peter A. Thomas
Title:   Vice President




Schedule B-1


                  On or prior to the Funding Date,  the Seller shall deliver to the Purchaser,  or its designee,  each of the following
documents for each Mortgage Loan:(i)        The  original  Mortgage  Note  endorsed,  "Pay to the  order of  ________________,  without
recourse"  and signed in the name of the Seller by an  authorized  officer.  In the event that the  Mortgage  Loan was  acquired by the
Seller in a merger,  the endorsement  must be by "[SELLER],  successor by merger to [name of  predecessor]";  and in the event that the
Mortgage Loan was acquired or originated by the Seller while doing business under another name, the  endorsement  must be by "[SELLER],
formerly known as [previous name]";(ii)     Original recorded Mortgage,  with evidence of recording  information thereon except for any
Mortgage  which has been  forwarded  to the  appropriate  recorder's  office for  recordation  and which has not been  returned by such
recording  officer,  in which case the Seller  shall  deliver and release to  Purchaser a certified  true copy of any such  Mortgage so
certified by the Seller with evidence of such Mortgage's delivery to the appropriate  recorder's office. In addition,  the Seller shall
deliver and release to the Purchaser the original recorded Mortgage within 90 days after the Funding Date;(iii)    Original  Assignment
of Mortgage,  in blank,  which assignment shall be in form and substance  acceptable for recording but not recorded.  In the event that
the  Mortgage  Loan was  acquired by the Seller in a merger,  the  assignment  must be by  "[SELLER],  successor  by merger to [name of
predecessor]";  and in the event that the Mortgage  Loan was acquired or originated  by the Seller while doing  business  under another
name, the assignment must be by "[SELLER], formerly known as [previous name]";(iv)      Original  policy  of  title  insurance,  except
for those  Mortgage Loans  originated  within 60 days before the Funding Date, for which Mortgage Loans the Seller shall have delivered
and released to the  Purchaser the related  binders.  In addition,  the Seller shall  deliver to the  Purchaser the original  policy of
title insurance  within 90 days after the Funding Date. The policy must be properly  endorsed,  any necessary  notices of transfer must
be  forwarded  and any other  action  required to be taken must be taken in order to fully  protect,  under the terms of the policy and
applicable law, Purchaser's interest as first mortgagee;(v)   Original of all assumption, extensions and modification agreements;(vi)
If required  under Section 7, the original  policy of primary  mortgage  guaranty  insurance,  or where such insurance is provided by a
master policy, a certified true copy of the master policy and the original certificate of insurance;(vii) Original             recorded
intermediate assignments of the Mortgage, including warehousing assignments, if any.
(viii)   Copies of documents evidencing the Borrower's pledge of additional collateral securing the Mortgage Loan, if applicable.

(ix)     With respect to a Cooperative  Loan: (i) a copy of the cooperative  lease and the assignment of such cooperative  lease to the
originator of the Mortgage  Loan,  with all  intervening  assignments  showing a complete  chain of title and an assignment  thereof by
Seller;  (ii) the stock certificate  together with an undated stock power relating to such stock certificate  executed in blank;  (iii)
the recognition  agreement in substantially  same form as standard  "AZTECH" form; (iv) copies of the financial  statement filed by the
originator as secured party and, if applicable,  a filed UCC-3 Assignment of the subject security  interest showing a complete chain of
title,  together with an executed  UCC-3  Assignment of such security  interest by the Seller in a form  sufficient for filing (v) loan
security agreement.




                                                                                                                           EXHIBIT H-12
                                                       EMC MORTGAGE CORPORATION
                                                              Purchaser,

                                                              US BANK, NA
                                                               Company,

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT
                                                       Dated as of March 1, 2003





                                                   (Adjustable Rate Mortgage Loans)




                                                           TABLE OF CONTENTS

                                                               ARTICLE I


Section 1.01     Defined Terms............................................................................2

                                                              ARTICLE II

Section 2.01     Agreement to Purchase....................................................................15
Section 2.02     Purchase Price...........................................................................15
Section 2.03     Servicing of Mortgage Loans..............................................................16
Section 2.04     Record Title and Possession of Mortgage Files;
                         Maintenance of Servicing Files...................................................16
Section 2.05     Books and Records........................................................................17
Section 2.06     Transfer of Mortgage Loans...............................................................18
Section 2.07     Delivery of Mortgage Loan Documents......................................................19
Section 2.08     Quality Control Procedures...............................................................20
Section 2.09     Modification of Obligations..............................................................21

                                                              ARTICLE III

Section 3.01     Representations and Warranties of the Company............................................21
Section 3.02     Representations and Warranties as to
                         Individual Mortgage Loans........................................................24
Section 3.03     Repurchase; Substitution.................................................................35
Section 3.04     Representations and Warranties of the Purchaser..........................................37

                                                              ARTICLE IV

Section 4.01     Company to Act as Servicer...............................................................39
Section 4.02     Collection of Mortgage Loan Payments.....................................................42
Section 4.03     Realization Upon Defaulted Mortgage Loans................................................43
Section 4.04     Establishment of Custodial Accounts;
                         Deposits in Custodial Accounts...................................................45
Section 4.05     Permitted Withdrawals from the
                         Custodial Account................................................................46
Section 4.06     Establishment of Escrow Accounts;
                         Deposits in Escrow Accounts......................................................48
Section 4.07     Permitted Withdrawals From Escrow Account................................................48
Section 4.08     Payment of Taxes, Insurance and Other
                         Charges; Maintenance of Primary Mortgage
                          Insurance Policies; Collections Thereunder......................................49
Section 4.09     Transfer of Accounts.....................................................................50
Section 4.10     Maintenance of Hazard Insurance..........................................................50
Section 4.11     Maintenance of Mortgage Impairment
                         Insurance Policy.................................................................51
Section 4.12     Fidelity Bond, Errors and Omissions
                        Insurance.........................................................................52
Section 4.13    Title, Management and Disposition of REO  Property........................................53
Section 4.14     Notification of Maturity Date............................................................55

                                                               ARTICLE V

Section 5.01     Distributions............................................................................55
Section 5.02     Statements to the Purchaser..............................................................56
Section 5.03     Monthly Advances by the Company..........................................................57
Section 5.04     Liquidation Reports......................................................................58

                                                              ARTICLE VI

Section 6.01     Assumption Agreements....................................................................58
Section 6.02     Satisfaction of Mortgages and Release
                         of Mortgage Files................................................................59
Section 6.03     Servicing Compensation...................................................................60
Section 6.04     Annual Statement as to Compliance........................................................61
Section 6.05     Annual Independent Certified Public
                         Accountants' Servicing Report....................................................61
Section 6.06     Purchaser's Right to Examine Company Records.............................................61
Section 6.07       Indemnification regarding Section 6.04 and Section 6.05

                                                              ARTICLE VII

Section 7.01      Company Shall Provide Information as Reasonably
                          Required........................................................................62

                                                             ARTICLE VIII

Section 8.01     Indemnification; Third Party Claims......................................................64
Section 8.02     Merger or Consolidation of the Company...................................................64
Section 8.03     Limitation on Liability of the Company and Others........................................65
Section 8.04     Company Not to Assign or Resign..........................................................65
Section 8.05     No Transfer of Servicing.................................................................66


                                                              ARTICLE IX

Section 9.01     Events of Default........................................................................67
Section 9.02     Waiver of Defaults.......................................................................68

                                                               ARTICLE X

Section 10.01     Termination.............................................................................69
Section 10.02     Termination without cause...............................................................69

                                                              ARTICLE XI

Section 11.01     Successor to the Company................................................................69
Section 11.02     Amendment...............................................................................70
Section 11.03     Recordation of Agreement................................................................71
Section 11.04     Governing Law...........................................................................71
Section 11.05     Notices.................................................................................71
Section 11.06     Severability of Provisions..............................................................72
Section 11.07     Exhibits................................................................................72
Section 11.08     General Interpretive Principles.........................................................72
Section 11.09     Reproduction of Documents...............................................................73
Section 11.10     Confidentiality of Information..........................................................73
Section 11.11     Recordation of Assignment of Mortgage...................................................74
Section 11.12     Assignment by Purchaser.................................................................74
Section 11.13     No Partnership..........................................................................74
Section 11.14     Execution: Successors and Assigns.......................................................74
Section 11.15     Entire Agreement........................................................................74
Section 11.16     No Solicitation.........................................................................75
Section 11.17     Closing.................................................................................75
Section 11.18     Cooperation of Company with Reconstitution..............................................76
Section 11.19       Third Party Beneficiary...............................................................76

EXHIBITS
   A-1                 Contents of Mortgage File
   A-2                 Contents of Servicing File
   B                   Custodial Account Letter Agreement
   C                   Escrow Account Letter Agreement
   D                   Form of Assignment, Assumption and Recognition Agreement
   E                   Form of Trial Balance
   F                   [reserved]
   G                   Request for Release of Documents and Receipt
   H                   Company's Underwriting Guidelines
   I                   Mortgage Loan Schedule




         This is a  Purchase,  Warranties  and  Servicing  Agreement,  dated as of March 1, 2003 and is executed  between EMC  MORTGAGE
CORPORATION, as Purchaser (the "Purchaser"), and US BANK, NA (the "Company").

                                                         W I T N E S S E T H :

         WHEREAS,  the Purchaser has heretofore  agreed to purchase from the Company and the Company has  heretofore  agreed to sell to
the Purchaser,  certain  Mortgage Loans on a servicing  retained basis,  pursuant to the terms of a letter  agreement dated as of March
11, 2003, by and between the Company and the Purchaser (the "Confirmation").

         WHEREAS,  each of the Mortgage  Loans is secured by a mortgage,  deed of trust or other security  instrument  creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule; and

         WHEREAS,  the Purchaser and the Company wish to prescribe the  representations  and  warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  hereinafter  set  forth,  and for  other  good  and  valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:


                                                               ARTICLE I

                                                              DEFINITIONS

         Section 1.01  Defined Terms.

         Whenever used in this  Agreement,  the following  words and phrases,  unless the context  otherwise  requires,  shall have the
following meaning specified in this Article:

         Accepted Servicing  Practices:  With respect to any Mortgage Loan, those mortgage servicing  practices  (including  collection
procedures)  of prudent  mortgage  banking  institutions  which  service  mortgage  loans of the same type as such Mortgage Loan in the
jurisdiction  where the related  Mortgaged  Property is located,  and which are in accordance  with Fannie Mae servicing  practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.

         Adjustment  Date: As to each Mortgage  Loan, the date on which the Mortgage  Interest Rate is adjusted in accordance  with the
terms of the related Mortgage Note.

         Agreement:  This  Purchase,  Warranties  and  Servicing  Agreement  including  all  exhibits  hereto,  amendments  hereof  and
supplements hereto.

         Appraised  Value:  With respect to any  Mortgaged  Property,  the value  thereof as  determined  by an appraisal  made for the
originator  of the Mortgage  Loan at the time of  origination  of the Mortgage  Loan by an appraiser  who met the  requirements  of the
Company and Fannie Mae.

         Assignment:  An individual  assignment  of the Mortgage,  notice of transfer or  equivalent  instrument,  in recordable  form,
sufficient  under the laws of the  jurisdiction  wherein  the  related  Mortgaged  Property is located to reflect of record the sale or
transfer of the Mortgage Loan.

         BIF:  The Bank Insurance Fund, or any successor thereto.

         Business  Day:  Any day other than:  (i) a Saturday or Sunday,  or (ii) a legal  holiday in the State of New York or the State
of Minnesota,  or (iii) a day on which banks in the State of New York or the State of Minnesota  are  authorized or obligated by law or
executive order to be closed.

         Closing Date: March 26, 2003.

         Code:             The Internal Revenue Code of 1986, or any successor statute thereto.

         Company: US Bank, NA, their successors in interest and assigns, as permitted by this Agreement.

         Company's  Officer's  Certificate:  A  certificate  signed by the  Chairman of the Board,  President,  any Vice  President  or
Treasurer  of  Company  stating  the date by which  Company  expects to receive  any  missing  documents  sent for  recording  from the
applicable recording office.

         Condemnation  Proceeds:  All awards or  settlements  in respect of a  Mortgaged  Property,  whether  permanent  or  temporary,
partial or entire,  by  exercise  of the power of eminent  domain or  condemnation,  to the extent not  required  to be  released  to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

         Confirmation: As defined in the Recitals to this Agreement.

         Co-op Lease:  With respect to a Co-op Loan,  the lease with respect to a dwelling  unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.

         Co-op  Loan:  A Mortgage  Loan  secured by the pledge of stock  allocated  to a  dwelling  unit in a  residential  cooperative
housing corporation and a collateral assignment of the related Co-op Lease.

         Current Appraised Value:   With respect to any Mortgaged  Property,  the value thereof as determined by an appraisal  made for
the Company (by an appraiser who met the  requirements  of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of
canceling a Primary  Mortgage  Insurance  Policy in accordance with federal,  state and local laws and regulations or otherwise made at
the request of the Company or Mortgagor.

         Current LTV:      The  ratio of the  Stated  Principal  Balance  of a  Mortgage  Loan to the  Current  Appraised  Value of the
Mortgaged Property.

         Custodial  Account:  Each separate demand account or accounts  created and maintained  pursuant to Section 4.04 which shall be
entitled "US Bank, NA, in trust for the  [Purchaser],  Owner of Adjustable Rate Mortgage Loans" and shall be established in an Eligible
Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

         Custodian: Wells Fargo Bank Minnesota, N.A.

         Cut-off Date: March 1, 2003.

         Determination  Date:  The 15th day (or if such 15th day is not a Business  Day, the Business Day  immediately  preceding  such
15th day) of the month of the related Remittance Date.

         Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan,  exclusive of any days of grace,  which
is the first day of the month.

         Due Period:  With respect to any  Remittance  Date, the period  commencing on the second day of the month  preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.

         Eligible Account:  An account established and maintained:  (i) within FDIC insured accounts created,  maintained and monitored
by the Company so that all funds deposited  therein are fully insured,  or (ii) as a trust account with the corporate trust  department
of a  depository  institution  or trust  company  organized  under the laws of the  United  States of  America or any one of the states
thereof or the District of Columbia which is not  affiliated  with the Company (or any  sub-servicer)  or (iii) with an entity which is
an institution  whose deposits are insured by the FDIC, the unsecured and  uncollateralized  long-term debt  obligations of which shall
be rated "A2" or higher by  Standard & Poor's and "A" or higher by Fitch,  Inc.  or one of the two  highest  short-term  ratings by any
applicable Rating Agency, and which is either (a) a federal savings  association duly organized,  validly existing and in good standing
under the federal banking laws, (b) an institution duly organized,  validly existing and in good standing under the applicable  banking
laws of any state, (c) a national banking  association under the federal banking laws, or (d) a principal  subsidiary of a bank holding
company,  or (iv) if ownership of the Mortgage Loans is evidenced by  mortgaged-backed  securities,  the equivalent required ratings of
each Rating  Agency,  and held such that the rights of the  Purchaser  and the owner of the  Mortgage  Loans  shall be fully  protected
against the claims of any creditors of the Company (or any  sub-servicer)  and of any creditors or  depositors  of the  institution  in
which such account is maintained or (v) in a separate  non-trust  account without FDIC or other  insurance in an Eligible  Institution.
In the event that a Custodial  Account is  established  pursuant to clause (iii),  (iv) or (v) of the preceding  sentence,  the Company
shall provide the Purchaser  with written notice on the Business Day following the date on which the  applicable  institution  fails to
meet the applicable ratings requirements.

         Eligible  Institution:  US Bank,  NA, or an  institution  having (i) the highest  short-term  debt rating,  and one of the two
highest  long-term  debt ratings of each Rating  Agency;  or (ii) with respect to any Custodial  Account,  an unsecured  long-term debt
rating of at least one of the two highest unsecured long-term debt ratings of each Rating Agency.

         Equity  Take-Out  Refinanced  Mortgage  Loan:  A  Refinanced  Mortgage  Loan the  proceeds  of  which  were in  excess  of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).

         Escrow  Account:  Each  separate  trust  account or accounts  created and  maintained  pursuant to Section 4.06 which shall be
entitled "US Bank, NA, in trust for the  [Purchaser],  Owner of Adjustable  Rate Mortgage Loans,  and various  Mortgagors" and shall be
established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

         Escrow Payments:  With respect to any Mortgage Loan, the amounts constituting ground rents, taxes,  assessments,  water rates,
sewer rents,  municipal charges,  mortgage insurance premiums,  fire and hazard insurance premiums,  condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

         Event of Default:  Any one of the conditions or circumstances enumerated in Section 9.01.

         Fannie Mae:       The Federal National Mortgage Association, or any successor thereto.

         Fannie Mae  Guide(s):  The Fannie  Mae  Selling  Guide and the Fannie Mae  Servicing  Guide and all  amendments  or  additions
thereto.

         FDIC:  The Federal Deposit Insurance Corporation, or any successor thereto.

         FHLMC:  The Federal Home Loan Mortgage Corporation, or any successor thereto.

         FHLMC Guide:  The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.

         Fidelity Bond:  A fidelity bond to be maintained by the Company pursuant to Section 4.12.

         FIRREA:  The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

         GAAP:  Generally accepted accounting principles,
consistently applied.

         HUD:  The United States Department of Housing and Urban Development or any successor.

         Index:  The weekly  average yield on United States  Treasury  securities  adjusted to a constant  maturity of one (1) year, as
made available by the Federal Reserve Board.

         Initial Rate Cap: As to each Mortgage Loan, where  applicable,  the maximum increase or decrease in the Mortgage Interest Rate
on the first Adjustment Date.

         Insurance  Proceeds:  With respect to each Mortgage  Loan,  proceeds of insurance  policies  insuring the Mortgage Loan or the
related Mortgaged Property.

         Lifetime Rate Cap:  As to each Mortgage Loan, the maximum Mortgage Interest Rate over the term of such Mortgage Loan.

         Liquidation  Proceeds:  Cash received in connection  with the  liquidation of a defaulted  Mortgage Loan,  whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

         Loan-to-Value  Ratio or LTV: With respect to any Mortgage  Loan,  the ratio of the original  outstanding  principal  amount of
the Mortgage  Loan,  to (i) the  Appraised  Value of the  Mortgaged  Property as of the  Origination  Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged  Property as of the  Origination  Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.

         Margin:  With respect to each Mortgage  Loan,  the fixed  percentage  amount set forth in each related  Mortgage Note which is
added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.

         Monthly Advance:  The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.

         Monthly  Payment:  The scheduled  monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.

         Mortgage:  The  mortgage,  deed of trust or other  instrument  securing  a  Mortgage  Note  which  creates a first  lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.

         Mortgage File:  The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A-1 hereto.

         Mortgage Impairment Insurance Policy:  A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.

         Mortgage  Interest Rate: The annual rate at which  interest  accrues on any Mortgage Loan,  which may be adjusted from time to
time, in accordance with the provisions of the related Mortgage Note.

         Mortgage Loan: An individual  mortgage loan which is the subject of this  Agreement,  each Mortgage Loan  originally  sold and
subject to this  Agreement  being  identified on the Mortgage Loan  Schedule,  which  Mortgage Loan  includes  without  limitation  the
Mortgage File, the Monthly Payments,  Principal  Prepayments,  Liquidation Proceeds,  Condemnation  Proceeds,  Insurance Proceeds,  REO
Disposition Proceeds, and all other rights,  benefits,  proceeds and obligations arising from or in connection with such Mortgage Loan,
excluding replaced or repurchased mortgage loans.

         Mortgage Loan Documents:  The documents listed in Exhibit A-1.

         Mortgage Loan  Remittance  Rate:  With respect to each Mortgage Loan,  the annual rate of interest  remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.

         Mortgage Loan Schedule:  The schedule of Mortgage Loans  attached as Exhibit I, setting forth the following  information  with
respect to each Mortgage Loan in the related Mortgage Loan Package:

         (1)      the Company's Mortgage Loan identifying number;

         (2)      the Mortgagor's first and last name;

         (3)      the street address of the Mortgaged Property including the city, state and zip code;

         (4)      a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

         (5)      the type of residential property constituting the Mortgaged Property;

         (12)     the original months to maturity of the Mortgage Loan;

         (13)     the  remaining  months to maturity  from the  related  Cut-off  Date,  based on the  original  amortization  schedule  and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;

         (8)      the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;

         (9)      the Mortgage  Interest Rate as of origination  and as of the related Cut-off Date; the initial  Adjustment  Date, the
next Adjustment Date  immediately  following the related Cut-off Date, the Index,  the Margin,  the Initial Rate Cap, if any,  Periodic
Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the Lifetime Rate Cap;

         (10)     the Origination Date of the Mortgage Loan;

         (11)     the stated maturity date;

         (12)     the amount of the Monthly Payment at origination;

         (13)     the amount of the Monthly Payment as of the related  Cut-off Date;

         (14)     the original principal amount of the Mortgage Loan;

         (15)     the scheduled Stated Principal  Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;

         (16) a code  indicating  the  purpose  of the  Mortgage  Loan  (i.e.,  purchase,  rate and  term  refinance,  equity  take-out
refinance);

         (17) reserved;

         (18)     the number of times during the twelve (12) month period  preceding the related  Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;

         (19)     the date on which the first payment is or was due;

         (22)     a code indicating  whether or not the Mortgage Loan is the subject of a Primary Mortgage  Insurance Policy and, if the subject
of a Primary Mortgage Insurance Policy, the percentage of the coverage amount;

         (21)     a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;

         (22)     the last Due Date on which a Monthly  Payment was actually  applied to the unpaid  principal  balance of the Mortgage
Loan.

         (23)     product type (i.e. 3/1, 5/1, etc.);

         (26)     credit score and/or mortgage score, if available;

         (25)     reserved;

         (37)     a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof; and

         (27)     the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable.

         With respect to the Mortgage  Loans in the  aggregate,  the Mortgage Loan  Schedule  attached as Exhibit I shall set forth the
following information, as of the related Cut-off Date:

         (1)      the number of Mortgage Loans;

         (2)      the current aggregate outstanding principal balance of the Mortgage Loans;

         (3)      the weighted average Mortgage Interest Rate of the Mortgage Loans;

         (4)      the weighted average maturity of the Mortgage Loans; and

         (5)      the weighted average months to next Adjustment Date;

         Mortgage Note:  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

         Mortgaged  Property:  The underlying  real property  securing  repayment of a Mortgage Note,  consisting of a single parcel of
real  estate  considered  to be real  estate  under the laws of the state in which  such real  property  is located  which may  include
condominium  units and planned  unit  developments,  improved by a  residential  dwelling;  except that with  respect to real  property
located in jurisdictions in which the use of leasehold estates for residential  properties is a widely-accepted  practice,  a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.

         Mortgagor:  The obligor on a Mortgage Note.

         OCC:  Office of the Comptroller of the Currency, its successors and assigns.

         Officers'  Certificate:  A certificate  signed by the Chairman of the Board, the Vice Chairman of the Board, the President,  a
Senior Vice  President  or a Vice  President or by the  Treasurer or the  Secretary  or one of the  Assistant  Treasurers  or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an  employee  of the party on behalf of whom the  opinion is
being given, reasonably acceptable to the Purchaser.

         Origination  Date: The date on which a Mortgage Loan funded,  which date shall not, in connection  with a Refinanced  Mortgage
Loan,  be the date of the funding of the debt being  refinanced,  but rather the closing of the debt  currently  outstanding  under the
terms of the Mortgage Loan Documents.

         OTS:  Office of Thrift Supervision, its successors and assigns.

         Periodic  Rate Cap:  As to each  Mortgage  Loan,  the  maximum  increase or  decrease  in the  Mortgage  Interest  Rate on any
Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.

         Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and obligations  fully  guaranteed by the United States of America or any agency or
                  instrumentality  of the United States of America the  obligations of which are backed by the full faith and credit of
                  the United States of America;

         (ii)  (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
     company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
     examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
     and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
     investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
     Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;


                  (iii)  repurchase  obligations  with a term not to exceed  thirty  (30)  days and with  respect  to (a) any  security
                  described in clause (i) above and entered into with a depository  institution or trust company  (acting as principal)
                  described in clause (ii)(a) above;

                  (iv) securities  bearing interest or sold at a discount issued by any corporation  incorporated under the laws of the
                  United  States of America or any state  thereof that are rated in one of the two highest  rating  categories  by each
                  Rating Agency at the time of such  investment or  contractual  commitment  providing for such  investment;  provided,
                  however,  that securities issued by any particular  corporation will not be Permitted  Investments to the extent that
                  investments  therein will cause the then outstanding  principal  amount of securities  issued by such corporation and
                  held as Permitted  Investments to exceed 10% of the aggregate  outstanding  principal balances of all of the Mortgage
                  Loans and Permitted Investments;

                  (v) commercial paper  (including both  non-interest-bearing  discount  obligations and  interest-bearing  obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by each Rating Agency at the time of such investment;

                  (vi) any other  demand,  money market or time  deposit,  obligation,  security or  investment as may be acceptable to
                  each Rating Agency as evidenced in writing by each Rating Agency; and

                  (vii) any money market funds the collateral of which consists of  obligations  fully  guaranteed by the United States
                  of America or any agency or  instrumentality  of the United States of America the  obligations of which are backed by
                  the full faith and credit of the United  States of America  (which  may  include  repurchase  obligations  secured by
                  collateral  described  in clause (i)) and other  securities  and which money market funds are rated in one of the two
                  highest rating categories by each Rating Agency.

provided,  however,  that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest  payments with respect to the obligations  underlying such instrument or if such security provides for payment of
both  principal  and  interest  with a yield to maturity in excess of 120% of the yield to  maturity  at par or if such  investment  or
security is purchased at a price greater than par.

         Person:  Any  individual,  corporation,  partnership,  joint venture,  association,  joint-stock  company,  limited  liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.

         Prepayment  Interest  Shortfall:  With  respect to any  Remittance  Date,  for each  Mortgage  Loan that was the  subject of a
Principal  Prepayment  during the related  Prepayment  Period,  an amount equal to the excess of one month's interest at the applicable
Mortgage Loan  Remittance Rate on the amount of such Principal  Prepayment  over the amount of interest  (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.

         Prepayment Period:         With  respect  to any  Remittance  Date,  the  calendar  month  preceding  the month in which  such
Remittance Date occurs.

         Primary  Mortgage  Insurance  Policy:  Each  primary  policy of mortgage  insurance  represented  to be in effect  pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.

         Prime Rate:  The prime rate  announced  to be in effect from time to time as  published as the average rate in the Wall Street
Journal (Northeast Edition).

         Principal  Prepayment:  Any payment or other  recovery of  principal on a Mortgage  Loan full or partial  which is received in
advance of its scheduled Due Date,  including any prepayment  penalty or premium  thereon and which is not  accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

         Purchase Price:  As defined in Section 2.02.

         Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

         Qualified Appraiser:  An appraiser,  duly appointed by the Company,  who had no interest,  direct or indirect in the Mortgaged
Property or in any loan made on the security  thereof,  and whose  compensation  is not affected by the approval or  disapproval of the
Mortgage Loan, and such  appraiser and the appraisal  made by such  appraiser both satisfy the  requirements  of Title XI of FIRREA and
the  regulations  promulgated  thereunder  and the  requirements  of Fannie  Mae,  all as in effect on the date the  Mortgage  Loan was
originated.

         Qualified  Insurer:  An  insurance  company  duly  qualified  as such  under the laws of the  states  in which  the  Mortgaged
Properties are located,  duly  authorized and licensed in such states to transact the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.

         Rating  Agency:  Standard & Poor's,  Fitch,  Inc. or, in the event that some or all of the ownership of the Mortgage  Loans is
evidenced by  mortgage-backed  securities,  the nationally  recognized rating agencies issuing ratings with respect to such securities,
if any.

         Refinanced  Mortgage  Loan:  A Mortgage  Loan which was made to a  Mortgagor  who owned the  Mortgaged  Property  prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

         REMIC:  A "real estate mortgage investment conduit," as such term is defined in the Code.

         REMIC  Provisions:  The  provisions  of the federal  income tax law relating to REMICs,  which appear at Sections 860A through
860G of the Code, and the related  provisions and regulations  promulgated  thereunder,  as the foregoing may be in effect from time to
time.

         Remittance  Date:  The 18th day of any month,  beginning in April 2003,  or if such 18th day is not a Business  Day, the first
Business Day immediately preceding such 18th day.

         REO Disposition:  The final sale by the Company of any REO Property.

         REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.

         REO Property:  A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.

         Repurchase  Price:  With  respect  to any  Mortgage  Loan,  a price  equal to (i) the  product  of the  greater of 100% or the
percentage of par as stated in the  Confirmation  multiplied  by the Stated  Principal  Balance of the Mortgage Loan on the  Repurchase
Date, plus (ii) interest on such  outstanding  principal  balance at the Mortgage Loan Remittance Rate from the last date through which
interest  has been paid and  distributed  to the  Purchaser to the end of the month of  repurchase,  plus,  (iii) third party  expenses
incurred in connection with the transfer of the Mortgage Loan being  repurchased;  less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

         SAIF:  The Savings Association Insurance Fund, or any successor thereto.

         Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of pocket"  costs and expenses  (including  reasonable
attorneys'  fees and  disbursements)  incurred in the  performance  by the Company of its  servicing  obligations,  including,  but not
limited  to,  the  cost  of (a)  the  preservation,  restoration  and  protection  of the  Mortgaged  Property,  (b)  any  enforcement,
administrative or judicial  proceedings,  or any legal work or advice specifically  related to servicing the Mortgage Loans,  including
but not limited to,  foreclosures,  bankruptcies,  condemnations,  drug seizures,  elections,  foreclosures  by subordinate or superior
lienholders,  and other legal actions  incidental to the servicing of the Mortgage  Loans  (provided  that such expenses are reasonable
and that the  Company  specifies  the  Mortgage  Loan(s)  to which  such  expenses  relate  and,  upon  Purchaser's  request,  provides
documentation  supporting  such expense (which  documentation  would be acceptable to Fannie Mae),  and provided  further that any such
enforcement,  administrative or judicial proceeding does not arise out of a breach of any  representation,  warranty or covenant of the
Company  hereunder),  (c) the management and  liquidation  of the Mortgaged  Property if the Mortgaged  Property is acquired in full or
partial  satisfaction of the Mortgage,  (d) taxes,  assessments,  water rates,  sewer rates and other charges which are or may become a
lien upon the Mortgaged  Property,  and Primary  Mortgage  Insurance Policy premiums and fire and hazard  insurance  coverage,  (e) any
expenses  reasonably  sustained by the Company with respect to the  liquidation of the Mortgaged  Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.

         Servicing  Fee:  With respect to each  Mortgage  Loan,  the amount of the annual fee the  Purchaser  shall pay to the Company,
which  shall,  for a period of one full  month,  be equal to  one-twelfth  of the  product  of (a) the  Servicing  Fee Rate and (b) the
outstanding  principal  balance of such Mortgage Loan. Such fee shall be payable  monthly,  computed on the basis of the same principal
amount and period  respecting  which any related  interest  payment on a Mortgage Loan is computed.  The obligation of the Purchaser to
pay the  Servicing  Fee is limited to, and the  Servicing  Fee is payable  solely from,  the interest  portion of such Monthly  Payment
collected  by the  Company,  or as otherwise  provided  under  Section 4.05 and in  accordance  with the Fannie Mae  Guide(s).  Any fee
payable to the Company for  administrative  services  related to any REO  Property as  described  in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.

         Servicing Fee Rate:  The Servicing Fee Rate shall be a rate per annum equal to 0.375%.

         Servicing  File:  With respect to each Mortgage Loan, the items listed in Exhibit A-2, and any additional  documents  required
to be added to the Mortgage File pursuant to this agreement.

         Servicing  Officer:  Any officer of the Company  involved in, or  responsible  for, the  administration  and  servicing of the
Mortgage  Loans whose name appears on a list of servicing  officers  furnished by the Company to the Purchaser  upon  request,  as such
list may from time to time be amended.

         Stated  Principal  Balance:  As to each  Mortgage  Loan as of any date of  determination,  (i) the  principal  balance of such
Mortgage  Loan at the Cut-off Date after giving  effect to payments of principal  due on or before such date,  whether or not received,
minus (ii) all amounts  previously  distributed to the Purchaser with respect to the Mortgage Loan representing  payments or recoveries
of principal or advances in lieu thereof.

         Subservicer:   Any  subservicer  which  is  subservicing  the  Mortgage  Loans  pursuant  to  a  Subservicing  Agreement.  Any
subservicer shall meet the qualifications set forth in Section 4.01.

         Subservicing Agreement:  An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.


                                                              ARTICLE II

                                       PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
                                            RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
                                                BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
                                                  DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01      Agreement to Purchase.

         The Company  agrees to sell and the  Purchaser  agrees to purchase the Mortgage  Loans  having an aggregate  Stated  Principal
Balance on the related Cut-off Date in an amount as set forth in the  Confirmation,  or in such other amount as agreed by the Purchaser
and the Company as evidenced by the actual aggregate  Stated  Principal  Balance of the Mortgage Loans accepted by the Purchaser on the
related  Closing Date,  with servicing  retained by the Company.  The Company shall deliver the related  Mortgage Loan Schedule for the
Mortgage  Loans to be purchased  on the related  Closing  Date to the  Purchaser  at least two (2)  Business  Days prior to the related
Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement on the related Closing Date.

         Section 2.02      Purchase Price.

         The Purchase Price for each Mortgage Loan shall be the Purchase  Price  Percentage as stated in the  Confirmation  (subject to
adjustment as provided  therein),  multiplied by the Stated  Principal  Balance,  as of the related  Cut-off Date, of the Mortgage Loan
listed on the related  Mortgage Loan Schedule  attached as Exhibit I, after  application  of scheduled  payments of principal due on or
before the related Cut-off Date whether or not collected.

         In addition to the Purchase Price as described  above,  the Purchaser shall pay to the Company,  at closing,  accrued interest
on the Stated  Principal  Balance of each Mortgage Loan as of the related  Cut-off Date at the Mortgage  Loan  Remittance  Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

         The Purchase Price plus accrued  interest as set forth in the preceding  paragraph  shall be paid on the related  Closing Date
by wire transfer of immediately available funds.

          Purchaser shall be entitled to (1) all scheduled  principal due after the related  Cut-off Date, (2) all other  recoveries of
principal  collected on or after the related  Cut-off Date  (provided,  however,  that all  scheduled  payments of principal  due on or
before the related  Cut-off Date and collected by the Company or any successor  servicer after the related Cut-off Date shall belong to
the Company),  and (3) all payments of interest on the Mortgage Loans net of applicable  Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date).  The outstanding  principal  balance of each Mortgage Loan
as of the related  Cut-off Date is determined  after  application  of payments of principal  due on or before the related  Cut-off Date
whether or not collected,  together with any unscheduled  principal  prepayments collected prior to the related Cut-off Date; provided,
however,  that  payments of  scheduled  principal  and  interest  prepaid for a Due Date beyond the related  Cut-off  Date shall not be
applied to the principal  balance as of the related  Cut-off Date.  Such prepaid  amounts shall be the property of the  Purchaser.  The
Company  shall  deposit any such prepaid  amounts into the  Custodial  Account,  which  account is  established  for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.

         Section 2.03      Servicing of Mortgage Loans.

         The Company does hereby agree to directly  service the Mortgage  Loans listed on the related  Mortgage Loan Schedule  attached
as  Exhibit I and  subject to the terms of this  Agreement.  The  rights of the  Purchaser  to  receive  payments  with  respect to the
related Mortgage Loans shall be as set forth in this Agreement.

         Section 2.04      Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

         As of the related  Closing Date, the Company sold,  transferred,  assigned,  set over and conveyed to the  Purchaser,  without
recourse,  and the Company  hereby  acknowledges  that the Purchaser  has, but subject to the terms of this  Agreement,  all the right,
title and interest of the Company in and to the Mortgage  Loans.  Company will deliver the Mortgage  Files to the Custodian  designated
by  Purchaser,  on or before the related  Closing  Date, at the expense of the Company.  The Company  shall  maintain a Servicing  File
consisting of a copy of the contents of each Mortgage  File and the documents  listed on Exhibit A-2. The Servicing  File shall contain
all documents  necessary to service the Mortgage  Loans.  The  possession of each  Servicing  File by the Company is at the will of the
Purchaser,  for the sole purpose of servicing the related  Mortgage  Loan,  and such  retention  and  possession by the Company is in a
custodial  capacity  only.  From the related  Closing Date,  the  ownership of each Mortgage  Loan,  including the Mortgage  Note,  the
Mortgage,  the contents of the related  Mortgage  File and all rights,  benefits,  proceeds  and  obligations  arising  therefrom or in
connection  therewith,  has been vested in the Purchaser.  All rights arising out of the Mortgage Loans including,  but not limited to,
all funds  received on or in  connection  with the  Mortgage  Loans and all records or documents  with  respect to the  Mortgage  Loans
prepared  by or which come into the  possession  of the Company  shall be received  and held by the Company in trust for the benefit of
the Purchaser as the owner of the Mortgage  Loans.  Any portion of the Mortgage  Files  retained by the Company shall be  appropriately
identified in the  Company's  computer  system to clearly  reflect the ownership of the Mortgage  Loans by the  Purchaser.  The Company
shall release its custody of the contents of the Mortgage Files only in accordance with written  instructions of the Purchaser,  except
when such release is required as incidental to the Company's  servicing of the Mortgage Loans or is in connection  with a repurchase of
any Mortgage Loan or Loans with respect thereto pursuant to this Agreement, such written instructions shall not be required.

         Section 2.05       Books and Records.

         The sale of each Mortgage Loan has been reflected on the Company's  balance sheet and other financial  statements as a sale of
assets by the Company.  The Company shall be responsible for maintaining,  and shall maintain,  a complete set of books and records for
the Mortgage Loans that shall be  appropriately  identified in the Company's  computer  system to clearly  reflect the ownership of the
Mortgage  Loan by the  Purchaser.  In  particular,  the Company  shall  maintain in its  possession,  available  for  inspection by the
Purchaser,  or its designee and shall deliver to the Purchaser upon demand,  evidence of compliance  with all federal,  state and local
laws, rules and regulations,  and requirements of Fannie Mae or FHLMC, as applicable,  including but not limited to documentation as to
the method used in determining the  applicability  of the provisions of the Flood Disaster  Protection Act of 1973, as amended,  to the
Mortgaged  Property,  documentation  evidencing  insurance coverage of any condominium  project as required by Fannie Mae or FHLMC, and
periodic  inspection  reports as required by Section  4.13.  To the extent that  original  documents  are not  required for purposes of
realization  of  Liquidation  Proceeds or Insurance  Proceeds,  documents  maintained by the Company may be in the form of microfilm or
microfiche.

         The Company shall  maintain with respect to each  Mortgage  Loan and shall make  available for  inspection by any Purchaser or
its  designee  the related  Servicing  File during the time the  Purchaser  retains  ownership  of a Mortgage  Loan and  thereafter  in
accordance with applicable laws and regulations.

         In  addition to the  foregoing,  Company  shall  provide to any  supervisory  agents or  examiners  that  regulate  Purchaser,
including but not limited to, the OTS, the FDIC and other similar  entities,  access,  during normal  business  hours,  upon reasonable
advance notice to Company and without charge to Company or such supervisory  agents or examiners,  to any  documentation  regarding the
Mortgage Loans that may be required by any applicable regulator.

         Section 2.06.     Transfer of Mortgage Loans.

         The Company shall keep at its servicing  office books and records in which,  subject to such reasonable  regulations as it may
prescribe,  the Company shall note transfers of Mortgage  Loans.  No transfer of a Mortgage Loan may be made unless such transfer is in
compliance  with the terms  hereof.  For the purposes of this  Agreement,  the Company  shall be under no  obligation  to deal with any
person with respect to this  Agreement or any Mortgage Loan unless a notice of the transfer of such  Mortgage  Loan has been  delivered
to the Company in  accordance  with this Section 2.06 and the books and records of the Company show such person as the new record owner
of the  Mortgage  Loan.  The  Purchaser  may,  subject to the terms of this  Agreement,  sell and  transfer one or more of the Mortgage
Loans,  provided,  however,  that the transferee  will not be deemed to be a Purchaser  hereunder  binding upon the Company unless such
transferee  shall  agree in writing  to be bound by the terms of this  Agreement  and an  original  counterpart  of the  instrument  of
transfer in an Assignment  and Assumption of this Agreement  substantially  in the form of Exhibit D hereto  executed by the transferee
shall have been  delivered to the Company.  The  Purchaser  also shall  advise the Company of the  transfer.  Upon receipt of notice of
the transfer,  the Company shall mark its books and records to reflect the ownership of the Mortgage  Loans of such  assignee,  and the
previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

         If the  Purchaser  sells or transfers  any of the Mortgage  Loans,  the Company  shall not be required to service the Mortgage
Loans for more than four (4) new record owners, without the prior written consent of the Company.

         Section 2.07      Delivery of Mortgage Loan Documents.

                  The Company  shall  deliver and release to the  Purchaser or its designee the Mortgage  Loan  Documents in accordance
with the terms of this  Agreement..  If the Company  cannot  deliver the  original  recorded  Mortgage  Loan  Documents or the original
policy of title insurance,  including riders and endorsements  thereto,  on the related Closing Date, the Company shall,  promptly upon
receipt  thereof and in any case not later than 120 days from the related  Closing  Date,  deliver such original  documents,  including
original recorded  documents,  to the Purchaser or its designee (unless the Company is delayed in making such delivery by reason of the
fact that such documents shall not have been returned by the appropriate  recording  office).  If delivery is not completed  within 120
days  solely due to delays in making  such  delivery  by reason of the fact that such  documents  shall not have been  returned  by the
appropriate recording office, Company shall deliver such document to Purchaser,  or its designee,  within such time period as specified
in a Company's  Officer's  Certificate.  In the event that  documents  have not been  received by the date  specified in the  Company's
Officer's  Certificate,  a subsequent Company's Officer's  Certificate shall be delivered by such date specified in the prior Company's
Officer's  Certificate,  stating a revised date for receipt of documentation.  The procedure shall be repeated until the documents have
been received and  delivered.  If delivery is not  completed  within 180 days solely due to delays in making such delivery by reason of
the fact that such documents shall not have been returned by the appropriate  recording  office,  the Company shall continue to use its
best efforts to effect  delivery as soon as possible  thereafter,  provided  that if such  documents are not delivered by the 270th day
from the date of the related  Closing  Date,  the Company  shall  repurchase  the related  Mortgage  Loans at the  Repurchase  Price in
accordance with Section 3.03 hereof.

         The Company shall pay all initial  recording  fees, if any, for the  assignments  of mortgage and any other fees in connection
with the  transfer of all original  documents to the  Purchaser or its  designee.  Company  shall  prepare,  in  recordable  form,  all
assignments  of mortgage  necessary to assign the Mortgage  Loans to Purchaser,  or its  designee.  Company  shall be  responsible  for
recording the assignments of mortgage at the Purchasers direction.

         Company  shall provide an original or duplicate  original of the title  insurance  policy to Purchaser or its designee  within
ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.

         Any  review  by the  Purchaser,  or its  designee,  of the  Mortgage  Files  shall in no way  alter or  reduce  the  Company's
obligations hereunder.

         If the Purchaser or its designee  discovers any defect with respect to a Mortgage  File, the Purchaser  shall,  or shall cause
its  designee  to,  give  written  specification  of such  defect  to the  Company  which may be given in the  exception  report or the
certification  delivered  pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.

         The Company shall forward to the  Purchaser,  or its designee,  original  documents  evidencing an  assumption,  modification,
consolidation  or  extension  of any  Mortgage  Loan  entered  into in  accordance  with Section 4.01 or 6.01 within two weeks of their
execution;  provided,  however, that the Company shall provide the Purchaser,  or its designee,  with a certified true copy of any such
document  submitted for  recordation  within two weeks of its execution,  and shall provide the original of any document  submitted for
recordation  or a copy of such document  certified by the  appropriate  public  recording  office to be a true and complete copy of the
original within two weeks following receipt of the original documents by the Company.

         From time to time the Company may have a need for Mortgage  Loan  Documents to be released  from  Purchaser,  or its designee.
Purchaser shall, or shall cause its designee,  upon the written request of the Company,  within ten (10) Business Days,  deliver to the
Company, any requested  documentation  previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser,  or its designee,  when the Company no longer requires possession of the document, and provided that
during  the time that any such  documentation  is held by the  Company,  such  possession  is in trust for the  benefit  of  Purchaser.
Company  shall  indemnify  Purchaser,  and its  designee,  from and against  any and all losses,  claims,  damages,  penalties,  fines,
forfeitures,  costs and expenses (including court costs and reasonable  attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.

         Section 2.08      Quality Control Procedures.

         The Company must have an internal  quality  control program that verifies,  on a regular basis,  the existence and accuracy of
the legal documents,  credit documents,  property  appraisals,  and underwriting  decisions.  The program must be capable of evaluating
and monitoring the overall  quality of its loan production and servicing  activities.  The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting  principles;  guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

         Section 2.09      Modification of Obligations.

         Purchaser may,  without any notice to Company,  extend,  compromise,  renew,  release,  change,  modify,  adjust or alter,  by
operation of law or otherwise,  any of the  obligations  of the  Mortgagors or other  persons  obligated  under a Mortgage Loan without
releasing or otherwise  affecting the  obligations of Company under this  Agreement,  or with respect to such Mortgage Loan,  except to
the extent Purchaser's extension,  compromise,  release, change,  modification,  adjustment, or alteration affects Company's ability to
collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.



                                                              ARTICLE III

                                                   REPRESENTATIONS AND WARRANTIES OF
                                           THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

         Section 3.01      Representations and Warranties of the Company.

         The Company  represents,  warrants and  covenants to the  Purchaser  that,  as of the related  Closing Date or as of such date
specifically provided herein:

         (a)      The Company is a  corporation,  duly  organized,  validly  existing and in good standing under the laws of the United
States of America and has all licenses  necessary to carry out its business as now being  conducted,  and is licensed and  qualified to
transact  business in and is in good standing  under the laws of each state in which any Mortgaged  Property is located or is otherwise
exempt under  applicable law from such  licensing or  qualification  or is otherwise not required  under  applicable law to effect such
licensing or  qualification  and no demand for such licensing or  qualification  has been made upon such Company by any such state, and
in any event such Company is in  compliance  with the laws of any such state to the extent  necessary to ensure the  enforceability  of
each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

         (b) The Company has the full power and  authority  and legal right to hold,  transfer and convey each  Mortgage  Loan, to sell
each  Mortgage  Loan and to execute,  deliver and perform,  and to enter into and  consummate  all  transactions  contemplated  by this
Agreement and to conduct its business as presently  conducted,  has duly  authorized  the execution,  delivery and  performance of this
Agreement and any agreements  contemplated  hereby,  has duly executed and delivered this  Agreement,  and any agreements  contemplated
hereby,  and this Agreement and each Assignment to the Purchaser and any agreements  contemplated  hereby,  constitutes a legal,  valid
and binding  obligation of the Company,  enforceable  against it in accordance with its terms,  and all requisite  corporate action has
been taken by the  Company to make this  Agreement  and all  agreements  contemplated  hereby  valid and  binding  upon the  Company in
accordance with their terms;

         (c) Neither the  execution  and delivery of this  Agreement,  nor the  origination  or purchase of the  Mortgage  Loans by the
Company,  the  sale of the  Mortgage  Loans  to the  Purchaser,  the  consummation  of the  transactions  contemplated  hereby,  or the
fulfillment  of or compliance  with the terms and  conditions  of this  Agreement  will  conflict with any of the terms,  conditions or
provisions  of the  Company's  charter or  by-laws  or  materially  conflict  with or result in a material  breach of any of the terms,
conditions  or provisions  of any legal  restriction  or any agreement or instrument to which the Company is now a party or by which it
is bound, or constitute a default or result in an acceleration  under any of the foregoing,  or result in the material violation of any
law, rule,  regulation,  order,  judgment or decree to which the Company or its  properties  are subject,  or impair the ability of the
Purchaser to realize on the Mortgage Loans.

         (d) There is no litigation,  suit,  proceeding or investigation  pending or, to the best of Company's  knowledge,  threatened,
or any order or decree outstanding,  with respect to the Company which,  either in any one instance or in the aggregate,  is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution,  delivery,  performance or enforceability of
this Agreement, or which is reasonably likely to have a material adverse effect on the financial condition of the Company.

         (e) No consent,  approval,  authorization or order of any court or governmental  agency or body is required for the execution,
delivery and  performance  by the Company of or compliance by the Company with this  Agreement,  or the sale of the Mortgage  Loans and
delivery of the Mortgage Files to the Purchaser or the  consummation of the  transactions  contemplated  by this Agreement,  except for
consents, approvals, authorizations and orders which have been obtained;

         (f) The  consummation  of the  transactions  contemplated  by this  Agreement  is in the  ordinary  course of  business of the
Company and Company,  and the transfer,  assignment and  conveyance of the Mortgage Notes and the Mortgages by the Company  pursuant to
this Agreement are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

         (g) The  origination  and servicing  practices  used by the Company and any prior  originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance  with  applicable  laws and  regulations  and the Mortgage Loan Documents,
and in all material  respects  proper and prudent in the mortgage  origination  and  servicing  business.  Each  Mortgage Loan has been
serviced in all material  respects with Accepted  Servicing  Practices.  With respect to escrow deposits and payments that the Company,
on behalf of an investor,  is entitled to collect,  all such payments are in the  possession  of, or under the control of, the Company,
and there exist no deficiencies  in connection  therewith for which customary  arrangements  for repayment  thereof have not been made.
All escrow payments have been collected in full  compliance with state and federal law and the provisions of the related  Mortgage Note
and Mortgage.  As to any Mortgage Loan that is the subject of an escrow,  escrow of funds is not  prohibited by applicable  law and has
been  established  in an amount  sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable.  No escrow deposits or other charges or payments due under the Mortgage Note have been  capitalized  under any Mortgage or
the related Mortgage Note;

         (h)      INTENTIONALLY LEFT BLANK

         (i)      The Company  will treat the sale of the  Mortgage  Loans to the  Purchaser  as a sale for  reporting  and  accounting
purposes and, to the extent appropriate, for federal income tax purposes;

         (j)      Company is an  approved  seller/servicer  of  residential  mortgage  loans for Fannie Mae,  FHLMC and HUD,  with such
facilities,  procedures  and  personnel  necessary  for the sound  servicing of such  mortgage  loans.  The Company is duly  qualified,
licensed,  registered and otherwise  authorized under all applicable  federal,  state and local laws, and  regulations,  if applicable,
meets the minimum  capital  requirements  set forth by the OCC, and is in good standing to sell mortgage loans to and service  mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company  unable to comply with  eligibility  requirements  or
which would require notification to either Fannie Mae or FHLMC;

         (k)      The Company does not believe, nor does it have any cause or reason to believe,  that it cannot perform each and every
covenant  contained in this  Agreement.  The Company is solvent and the sale of the Mortgage Loans will not cause the Company to become
insolvent.  The sale of the  Mortgage  Loans is not  undertaken  with the  intent to  hinder,  delay or  defraud  any of the  Company's
creditors;

         (l)      No statement,  tape, diskette,  form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement or in  connection  with the  transactions  contemplated  hereby,  contains or will contain any  statement  that is or will be
inaccurate or misleading in any material respect;

         (m)      The Company  acknowledges  and agrees that the Servicing Fee represents  reasonable  compensation for performing such
services and that the entire  Servicing Fee shall be treated by the Company,  for accounting and tax purposes,  as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement.  In the opinion of Company,  the consideration  received
by Company upon the sale of the Mortgage  Loans to Purchaser  under this  Agreement  constitutes  fair  consideration  for the Mortgage
Loans under current market conditions.

         (n)      Company has delivered to the Purchaser  financial  statements of its parent,  for its last two complete fiscal years.
All such financial  information  fairly presents the pertinent  results of operations and financial  position for the period identified
and has been prepared in accordance with GAAP consistently  applied  throughout the periods involved,  except as set forth in the notes
thereto.  There has been no change in the  business,  operations,  financial  condition,  properties or assets of the Company since the
date of the Company's  financial  information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;


         Section 3.02      Representations and Warranties as to Individual Mortgage Loans.

         References in this Section to  percentages  of Mortgage  Loans refer in each case to the  percentage  of the aggregate  Stated
Principal  Balance of the Mortgage Loans as of the related Cut-off Date,  based on the  outstanding  Stated  Principal  Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled  Monthly  Payments due on or prior to the related Cut-off
Date,  whether or not received.  References to percentages of Mortgaged  Properties refer, in each case, to the percentages of expected
aggregate Stated  Principal  Balances of the related Mortgage Loans  (determined as described in the preceding  sentence).  The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:

         (a)      The  information set forth in the Mortgage Loan Schedule  attached as Exhibit I is true,  complete and correct in all
material respects as of the related Cut-Off Date;

         (b)      The Mortgage  creates a valid,  subsisting and enforceable  first lien or a first priority  ownership  interest in an
estate in fee simple in real property  securing the related Mortgage Note subject to principles of equity,  bankruptcy,  insolvency and
other laws of general application affecting the rights of creditors;

         (c) All  payments  due prior to the related  Cut-off  Date for such  Mortgage  Loan have been made as of the  related  Closing
Date; the Mortgage Loan has not been dishonored;  there are no material  defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced,  solicited or knowingly  received any advance of funds from a party other than the owner of the
Mortgaged  Property  subject to the Mortgage,  directly or indirectly,  for the payment of any amount required by the Mortgage Loan. As
of the related  Closing Date,  all of the Mortgage  Loans will have an actual  Interest Paid to Date of their related  Cut-off Date (or
later) and will be due for the scheduled  monthly  payment next  succeeding  the Cut-off Date (or later),  as evidenced by a posting to
Company's  servicing  collection  system.  No payment under any Mortgage Loan is delinquent as of the related  Closing Date nor has any
scheduled  payment been  delinquent  more than once during the twelve (12) month period prior to the Cut-off Date. For purposes of this
paragraph,  a Mortgage  Loan will be deemed  delinquent if any payment due  thereunder  was not paid by the Mortgagor in the month such
payment was due;

         (d) There are no defaults by Company in complying  with the terms of the Mortgage,  and all taxes,  governmental  assessments,
insurance premiums,  water, sewer and municipal charges,  leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been  established in an amount  sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;

         (e) The terms of the  Mortgage  Note and the  Mortgage  have not been  impaired,  waived,  altered or modified in any respect,
except by written  instruments  which have been  recorded  to the extent any such  recordation  is required by law,  or,  necessary  to
protect the interest of the  Purchaser.  No instrument of waiver,  alteration or  modification  has been executed  except in connection
with a  modification  agreement and which  modification  agreement is part of the Mortgage File and the terms of which are reflected in
the related  Mortgage  Loan  Schedule,  and no Mortgagor  has been  released,  in whole or in part,  from the terms  thereof  except in
connection  with an  assumption  agreement  and which  assumption  agreement  is part of the  Mortgage  File and the terms of which are
reflected in the related  Mortgage Loan Schedule;  the substance of any such waiver,  alteration or  modification  has been approved by
the issuer of any  related  Primary  Mortgage  Insurance  Policy and title  insurance  policy,  to the extent  required  by the related
policies;

         (f) The  Mortgage  Note and the  Mortgage  are not  subject to any right of  rescission,  set-off,  counterclaim  or  defense,
including,  without limitation,  the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right  thereunder,  render the Mortgage Note or Mortgage  unenforceable,  in whole or in part, or subject to any
right of rescission,  set-off,  counterclaim  or defense,  including the defense of usury,  and no such right of  rescission,  set-off,
counterclaim  or defense has been asserted with respect  thereto;  and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;

         (g) All  buildings  or  other  customarily  insured  improvements  upon the  Mortgaged  Property  are  insured  by an  insurer
acceptable  under the Fannie Mae or FHLMC  Guides,  against loss by fire,  hazards of extended  coverage and such other  hazards as are
provided for in the Fannie Mae or FHLMC Guide,  as well as all  additional  requirements  set forth in Section 4.10 of this  Agreement.
All such  standard  hazard  policies are in full force and effect and contain a standard  mortgagee  clause  naming the Company and its
successors  in interest and assigns as loss payee and such clause is still in effect and all  premiums  due thereon have been paid.  If
required by the Flood Disaster  Protection Act of 1973, as amended,  the Mortgage Loan is covered by a flood  insurance  policy meeting
the  requirements  of the current  guidelines  of the Federal  Insurance  Administration  which policy  conforms to Fannie Mae or FHLMC
requirements,  as well as all  additional  requirements  set forth in  Section  4.10 of this  Agreement.  Such  policy was issued by an
insurer  acceptable  under Fannie Mae or FHLMC  guidelines.  The  Mortgage  obligates  the  Mortgagor  thereunder  to maintain all such
insurance at the  Mortgagor's  cost and expense,  and on the  Mortgagor's  failure to do so,  authorizes  the holder of the Mortgage to
maintain  such  insurance at the  Mortgagor's  cost and expense and to seek  reimbursement  therefor  from the  Mortgagor.  Neither the
Company  (nor any prior  originator  or servicer of any of the  Mortgage  Loans) nor any  Mortgagor  has engaged in any act or omission
which has  impaired or would  impair the  coverage of any such policy,  the  benefits of the  endorsement  provided for herein,  or the
validity and binding effect of either;

         (h) Any and all  requirements  of any federal,  state or local law including,  without  limitation,  usury,  truth-in-lending,
real estate settlement procedures,  consumer credit protection,  equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been  complied with in all material  respects.  None of the Mortgage  Loans are (a) loans  subject to 12 CFR Part 226.31,  12
CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the  regulation  implementing  TILA,  which  implements  the Home  Ownership and
Equity Protection Act of 1994, as amended or (b) classified and/or defined as a "high cost",  "covered",  or "predatory" loan under any
other state, federal or local law or regulation or ordinance,  including,  but not limited to, the States of Georgia and North Carolina
and the City of New York.  The Company  maintains,  and shall  maintain,  evidence of such  compliance as required by applicable law or
regulation and shall make such evidence  available for inspection at the Company's  office during normal business hours upon reasonable
advance notice;

         (i) The Mortgage has not been  satisfied,  canceled or  subordinated,  in whole or in part,  or  rescinded,  and the Mortgaged
Property has not been  released  from the lien of the  Mortgage,  in whole or in part nor has any  instrument  been executed that would
effect any such release,  cancellation,  subordination  or rescission.  The Company has not waived the  performance by the Mortgagor of
any action,  if the  Mortgagor's  failure to perform such action would cause the  Mortgage  Loan to be in default,  nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;

         (j)      The Mortgage is a valid,  subsisting,  enforceable and perfected first lien on the Mortgaged Property,  including all
buildings on the Mortgaged Property and all installations and mechanical,  electrical,  plumbing,  heating and air conditioning systems
affixed to such buildings,  and all additions,  alterations and  replacements  made at any time with respect to the foregoing  securing
the Mortgage  Note's  original  principal  balance  subject to principles of equity,  bankruptcy,  insolvency and other laws of general
application  affecting  the rights of  creditors.  The  Mortgage  and the  Mortgage  Note do not contain any  evidence of any  security
interest  or other  interest  or right  thereto.  Such lien is free and clear of all  adverse  claims,  liens and  encumbrances  having
priority  over the  first  lien of the  Mortgage  subject  only to (1) the lien of  non-delinquent  current  real  property  taxes  and
assessments not yet due and payable,  (2) covenants,  conditions and  restrictions,  rights of way,  easements and other matters of the
public record as of the date of recording  which are  acceptable to mortgage  lending  institutions  generally and either (A) which are
referred to in the lender's title insurance  policy  delivered to the originator or otherwise  considered in the appraisal made for the
originator  of the  Mortgage  Loan,  or (B) which do not  adversely  affect the  residential  use or Appraised  Value of the  Mortgaged
Property  as set  forth  in such  appraisal,  and (3)  other  matters  to which  like  properties  are  commonly  subject  which do not
individually  or in the aggregate  materially  interfere  with the benefits of the security  intended to be provided by the Mortgage or
the use, enjoyment,  value or marketability of the related Mortgaged Property.  Any security agreement,  chattel mortgage or equivalent
document  related to and delivered in connection with the Mortgage Loan  establishes and creates a valid,  subsisting,  enforceable and
perfected first lien and first priority  security  interest on the property  described  therein,  and the Company has the full right to
sell and assign the same to the Purchaser;

         (k) The Mortgage Note and the related  Mortgage are original and genuine and each is the legal,  valid and binding  obligation
of the maker  thereof,  enforceable  in all  respects  in  accordance  with its terms  subject to  principles  of  equity,  bankruptcy,
insolvency and other laws of general application  affecting the rights of creditors,  and the Company has taken all action necessary to
transfer such rights of  enforceability  to the Purchaser.  All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the  Mortgage.  The Mortgage Loan  Documents are on forms
acceptable  to Fannie Mae and FHLMC.  The Mortgage  Note and the  Mortgage  have been duly and properly  executed by such  parties.  No
fraud,  error,  omission,  misrepresentation,  negligence or similar  occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the  Mortgagor,  or on the part of any other party  involved in the  origination  or servicing of the Mortgage Loan.
The proceeds of the Mortgage Loan have been fully  disbursed and there is no requirement for future  advances  thereunder,  and any and
all  requirements as to completion of any on-site or off-site  improvements  and as to  disbursements of any escrow funds therefor have
been  complied  with.  All costs,  fees and expenses  incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

         (l) The Company is the sole owner and holder of the Mortgage Loan and the  indebtedness  evidenced by the Mortgage Note.  Upon
the sale of the Mortgage  Loan to the  Purchaser,  the Company will retain the Mortgage  File or any part thereof with respect  thereto
not delivered to the Purchaser or the  Purchaser's  designee in trust only for the purpose of servicing and  supervising  the servicing
of the Mortgage Loan.  Immediately  prior to the transfer and assignment to the  Purchaser,  the Mortgage Loan,  including the Mortgage
Note and the Mortgage, were not subject to an assignment,  sale or pledge to any person other than Purchaser,  and the Company had good
and  marketable  title to and was the sole owner  thereof and had full right to transfer  and sell the Mortgage  Loan to the  Purchaser
free and clear of any  encumbrance,  equity,  lien,  pledge,  charge,  claim or security  interest and has the full right and authority
subject to no interest or  participation  of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage  Loan,  the Purchaser  will own such Mortgage Loan free and clear of any  encumbrance,
equity,  participation  interest,  lien, pledge,  charge,  claim or security interest.  The Company intends to relinquish all rights to
possess,  control  and  monitor  the  Mortgage  Loan,  except for the  purposes of  servicing  the  Mortgage  Loan as set forth in this
Agreement.  After  the  related  Closing  Date,  the  Company  will not have any  right to modify or alter the terms of the sale of the
Mortgage  Loan and the Company will not have any  obligation or right to repurchase  the Mortgage Loan or substitute  another  Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

         (m) Each Mortgage Loan is either (a) the subject of an attorney  title  certificate  or opinion  delivered at the  origination
of the  Mortgage  Loan which  states that the  mortgage is a first lien on the  Mortgaged  Property or (b) covered by an ALTA  lender's
title  insurance  policy or other  generally  acceptable  form of policy or  insurance  acceptable  to Fannie  Mae or FHLMC  (including
adjustable  rate  endorsements),  issued by a title  insurer  acceptable  to Fannie Mae or FHLMC and  qualified  to do  business in the
jurisdiction where the Mortgaged Property is located,  insuring (subject to the exceptions  contained in (j)(1), (2) and (3) above) the
Company,  its successors and assigns,  as to the first priority lien of the Mortgage in the original  principal  amount of the Mortgage
Loan and against any loss by reason of the  invalidity or  unenforceability  of the lien  resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage  Interest Rate and Monthly Payment.  Where required by state law or regulation,  the Mortgagor
has been given the  opportunity  to choose the carrier of the required  mortgage  title  insurance.  The Company,  its  successors  and
assigns,  is the sole insured of such lender's title insurance  policy,  such title insurance policy has been duly and validly endorsed
to the Purchaser or the assignment to the Purchaser of the Company's  interest  therein does not require the consent of or notification
to the  insurer  and such  lender's  title  insurance  policy is in full force and effect and will be in full force and effect upon the
consummation  of the  transactions  contemplated  by this  Agreement.  No claims  have been made under such  lender's  title  insurance
policy,  and no prior holder or servicer of the related  Mortgage,  including the Company,  nor any Mortgagor to the best of knowledge,
has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

         (n) There is no default,  breach,  violation or event of  acceleration  existing  under the  Mortgage or the related  Mortgage
Note and no event which,  with the passage of time or with notice and the  expiration of any grace or cure period,  would  constitute a
default, breach,  violation or event permitting acceleration;  and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;

         (o) There are no mechanics'  or similar  liens or claims which have been filed for work,  labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related  Mortgaged  Property which are or may be liens prior to
or equal to the lien of the related Mortgage;

         (p) As of the  origination  date of such Mortgage Loan,  all  improvements  subject to the Mortgage  which were  considered in
determining  the appraised  value of the Mortgaged  Property lay wholly within the  boundaries  and building  restriction  lines of the
Mortgaged  Property  (and wholly  within the project with respect to a  condominium  unit) and to the best of Company's  knowledge,  no
improvements  on  adjoining  properties  encroach  upon the  Mortgaged  Property  except  those which are insured  against by the title
insurance  policy  referred  to in clause  (m) above and all  improvements  on the  property  comply  with all  applicable  zoning  and
subdivision laws and ordinances;

         (q) Each  Mortgage Loan was  originated  by or for the Company  pursuant to, and conforms  with,  the  Company's  underwriting
guidelines  attached as Exhibit H hereto.  The Mortgage Loan bears interest at an adjustable rate as set forth in the related  Mortgage
Loan  Schedule,  and  Monthly  Payments  under the  Mortgage  Note are due and  payable on the first day of each  month.  The  Mortgage
contains the usual and  enforceable  provisions of the Company at the time of origination  for the  acceleration  of the payment of the
unpaid  principal  amount of the Mortgage  Loan if the related  Mortgaged  Property is sold without the prior  consent of the mortgagee
thereunder;

         (r) The  Mortgaged  Property is not subject to any material  damage or is fully insured to cover such damage.  At  origination
of the Mortgage Loan there was not, since  origination  of the Mortgage Loan there has not been,  and there  currently is no proceeding
pending for the total or partial  condemnation  of the  Mortgaged  Property.  The Company has not received  notification  that any such
proceedings are scheduled to commence at a future date;

         (s) The related  Mortgage  contains  customary  and  enforceable  provisions  such as to render the rights and remedies of the
holder  thereof  adequate  for the  realization  against the  Mortgaged  Property of the  benefits of the  security  provided  thereby,
including,  (1) in the  case  of a  Mortgage  designated  as a deed  of  trust,  by  trustee's  sale,  and (2)  otherwise  by  judicial
foreclosure.  There is no homestead or other  exemption  available to the Mortgagor  which would  interfere  with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

         (t) If the Mortgage  constitutes a deed of trust, a trustee,  authorized  and duly qualified if required under  applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage,  and no fees or expenses,  except as
may be  required  by local  law,  are or will  become  payable  by the  Purchaser  to the  trustee  under the deed of trust,  except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;

         (u) The Mortgage  File  contains an  appraisal of the related  Mortgaged  Property  signed prior to the final  approval of the
mortgage  loan  application  by a Qualified  Appraiser,  approved by the  Company,  who had no  interest,  direct or  indirect,  in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the  Mortgage  Loan,  and the  appraisal  and  appraiser  both satisfy the  requirements  of Fannie Mae or FHLMC and Title XI of the
Federal Institutions Reform,  Recovery,  and Enforcement Act of 1989 and the regulations  promulgated  thereunder,  all as in effect on
the date the Mortgage Loan was originated.  The appraisal is in a form acceptable to Fannie Mae or FHLMC;

         (v) All parties which have had any interest in the Mortgage,  whether as mortgagee,  assignee,  pledgee or otherwise, are (or,
during the period in which they held and disposed of such  interest,  were) (A) in  compliance  with any and all  applicable  licensing
requirements  of the laws of the state wherein the Mortgaged  Property is located,  and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state,  or (3) federal  savings and loan  associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

         (w) The  related  Mortgage  Note is not and has not been  secured  by any  collateral  except  the  lien of the  corresponding
Mortgage and the security  interest of any applicable  security  agreement or chattel  mortgage  referred to above and such  collateral
does not serve as security for any other obligation;

         (x) The Mortgagor has received and has executed,  where applicable,  all disclosure  materials required by applicable law with
respect to the making of such mortgage loans;

         (y) The Mortgage  Loan does not contain  balloon or  "graduated  payment"  features;  No Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;

         (z) The  Mortgagor  is not in  bankruptcy  and,  the  Mortgagor  is not  insolvent  and the  Company has no  knowledge  of any
circumstances  or conditions with respect to the Mortgage,  the Mortgaged  Property,  the Mortgagor or the Mortgagor's  credit standing
that could  reasonably be expected to cause  investors to regard the Mortgage Loan as an  unacceptable  investment,  cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

         (aa) If  applicable,  the Index for the Mortgage  Loans is a rate per annum equal to the weekly average yield on United States
Treasury  securities  adjusted to a constant  maturity of one (1) year, as made available by the Federal  Reserve Board.  Each Mortgage
Loan bears  interest  based upon a thirty  (30) day month and a three  hundred  and sixty (360) day year.  The  Mortgage  Loans have an
original term to maturity of not more than thirty (30) years,  with interest  payable in arrears on the first day of each month.  As to
each Mortgage Loan, on each  applicable  Adjustment  Date,  the Mortgage  Interest Rate will be adjusted to equal the sum of the Index,
plus the applicable Margin;  provided,  that the Mortgage Interest Rate, on each applicable  Adjustment Date, will not increase by more
than the Initial Rate Cap or Periodic Rate Cap, as applicable.  Over the term of each Mortgage  Loan,  the Mortgage  Interest Rate will
not exceed such  Mortgage  Loan's  Lifetime  Rate Cap.  None of the  Mortgage  Loans are  "interest-only"  Mortgage  Loans or "negative
amortization"  Mortgage  Loans.  Each Mortgage Note requires a monthly  payment which is sufficient  (a) during the period prior to the
first  adjustment to the Mortgage  Interest Rate, to fully amortize the original  principal  balance over the original term thereof and
to pay interest at the related  Mortgage  Interest Rate, and (b) during the period  following each  Adjustment  Date, to fully amortize
the  outstanding  principal  balance as of the first day of such period over the then  remaining  term of such Mortgage Note and to pay
interest at the related  Mortgage  Interest  Rate.  The  Mortgage  Note  provides  that when the Mortgage  Interest  Rate changes on an
Adjustment Date, the then outstanding  principal  balance will be reamortized over the remaining life of the Mortgage Loan. No Mortgage
Loan  contains  terms  or  provisions  which  would  result  in  negative  amortization.  None of the  Mortgage  Loans  are  considered
agricultural loans;

         (bb)      (INTENTIONALLY LEFT BLANK)

         (cc)  (INTENTIONALLY LEFT BLANK)

         (dd)  (INTENTIONALLY LEFT BLANK)

         (ee)  (INTENTIONALLY LEFT BLANK)

         (ff)  (INTENTIONALLY LEFT BLANK)

         (gg)      (INTENTIONALLY LEFT BLANK)

         (hh)     In the event the Mortgage  Loan had an LTV at  origination  greater than 80.00%,  such  Mortgage  Loan is and will be
subject to a Primary  Mortgage  Insurance  Policy issued by a Qualified  Insurer in the coverage  amount set forth on the Mortgage Loan
Schedule.  All of the  aforementioned  Mortgage  Loans are currently  insured as to payment  defaults by a Primary  Mortgage  Insurance
Policy issued by a Qualified  Insurer unless the Primary Mortgage  Insurance Policy has been cancelled due to Mortgagor request (and in
accordance with federal,  state and local laws and  regulations) and the Current LTV of the Mortgage Loan has been reduced below 80.00%
(all as reflected  on the related  Mortgage  Loan  Schedule).  No Mortgage  Loan has an LTV over 95%.  All  provisions  of such Primary
Mortgage  Insurance  Policy  have been and are being  complied  with,  such policy is in full force and effect,  and all  premiums  due
thereunder  have been paid. No Mortgage Loan  requires  payment of such  premiums,  in whole or in part, by the  Purchaser.  No action,
inaction,  or event has occurred and no state of facts exists that has, or will result in the exclusion from,  denial of, or defense to
coverage.  Any Mortgage  Loan subject to a Primary  Mortgage  Insurance  Policy  obligates  the  Mortgagor  thereunder  to maintain the
Primary Mortgage Insurance Policy,  subject to state and federal law, and to pay all premiums and charges in connection  therewith.  No
action has been taken or failed to be taken,  on or prior to the Closing Date which has  resulted or will result in an exclusion  from,
denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including,  without limitation, any exclusions,  denials
or  defenses  which  would  limit or reduce  the  availability  of the  timely  payment of the full  amount of the loss  otherwise  due
thereunder to the insured) whether arising out of actions,  representations,  errors, omissions, negligence, or fraud of the Company or
the  Mortgagor,  or for any other reason under such  coverage;  The mortgage  interest  rate for the Mortgage  Loan as set forth on the
related  Mortgage  Loan  Schedule  is net of any such  insurance  premium.  None of the  Mortgage  Loans are  subject to  "lender-paid"
mortgage insurance;

         (ii)     The Assignment is in recordable form and is acceptable for recording under the laws of the  jurisdiction in which the
Mortgaged Property is located;

         (jj)     None of the Mortgage  Loans are secured by an interest in a leasehold  estate.  The Mortgaged  Property is located in
the state  identified in the related  Mortgage  Loan  Schedule and consists of a parcel of real property with a detached  single family
residence  erected  thereon,  or a townhouse,  or a two-to  four-family  dwelling,  or an individual  condominium unit in a condominium
project,  or an individual unit in a planned unit  development or a de minimis planned unit  development,  provided,  however,  that no
residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent  foundation,  or a mobile
home.  Any  condominium  unit or planned unit  development  conforms  with the  Company's  underwriting  guidelines.  As of the date of
origination,  no portion of any Mortgaged Property is used for commercial  purposes,  and since the Origination Date, no portion of any
Mortgaged Property has been, or currently is, used for commercial purposes;

         (kk)     Payments on the Mortgage  Loan  commenced no more than sixty (60) days after the funds were  disbursed in  connection
with the  Mortgage  Loan.  The  Mortgage  Note is  payable  on the first day of each month in monthly  installments  of  principal  and
interest,  which  installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest  calculated  and payable in arrears.  Each of the Mortgage  Loans will amortize  fully by the stated  maturity  date,  over an
original term of not more than thirty years from commencement of amortization;

         (ll)     To the best of knowledge,  as of the Closing Date of the Mortgage Loan, the Mortgage  Property was lawfully  occupied
under  applicable  law,  and all  inspections,  licenses  and  certificates  required to be made or issued with respect to all occupied
portions of the Mortgaged  Property and, with respect to the use and occupancy of the same,  including but not limited to  certificates
of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities;

         (mm)     There is no pending  action or proceeding  directly  involving the Mortgaged  Property in which  compliance  with any
environmental  law, rule or regulation is an issue;  there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property;  and the Company has not received any notice of any environmental  hazard on the Mortgaged Property and nothing
further  remains to be done to satisfy in full all  requirements  of each such law, rule or regulation  constituting a prerequisite  to
use and enjoyment of said property;

         (nn)     The  Mortgagor has not notified the Company,  and the Company has no knowledge of any relief  requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

         (oo) No Mortgage Loan is a  construction  or  rehabilitation  Mortgage Loan or was made to facilitate the trade-in or exchange
of a Mortgaged Property;

         (pp)     The Mortgagor for each Mortgage Loan is a natural person;

         (qq)     (INTENTIONALLY LEFT BLANK)

         (rr)     [None of the Mortgage Loans are Co-op Loans];

         (ss)     (INTENTIONALLY LEFT BLANK)

         (tt) (INTENTIONALLY LEFT BLANK)

         (uu) (INTENTIONALLY LEFT BLANK)

         (vv) The Mortgage Loan was originated by a mortgagee  approved by the Secretary of Housing and Urban  Development  pursuant to
sections 203 and 211 of the National  Housing Act, a savings and loan  association,  a savings bank, a commercial  bank,  credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;

         (ww) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

     (xx) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
     outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
     notices, and such adjustments do not and will not affect the priority of the Mortgage lien.  With respect to each Mortgage Loan
     which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
     interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage; and


         (yy) Each Mortgage Note,  each Mortgage,  each Assignment and any other  documents  required  pursuant to this Agreement to be
delivered to the Purchaser or its designee,  or its assignee for each Mortgage Loan,  have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee;

         Section 3.03      Repurchase; Substitution; Near-Term Principal Prepayments.

         It is understood  and agreed that the  representations  and  warranties  set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage  Loans and delivery of the Mortgage  Loan  Documents to the  Purchaser,  or its  designee,  and shall inure to the
benefit of the  Purchaser,  notwithstanding  any  restrictive  or qualified  endorsement  on any  Mortgage  Note or  Assignment  or the
examination,  or lack of  examination,  of any Mortgage File.  Upon discovery by either the Company or the Purchaser of a breach of any
of the  foregoing  representations  and  warranties  which  materially  and  adversely  affects the value of the Mortgage  Loans or the
interest of the Purchaser in any Mortgage Loan, the party  discovering  such breach shall give prompt written notice to the other.  The
Company  shall have a period of sixty (60) days from the earlier of its  discovery  or its receipt of notice of any such breach  within
which to correct or cure such  breach.  The Company  hereby  covenants  and agrees that if any such  breach is not  corrected  or cured
within such sixty day period,  the Company  shall,  at the  Purchaser's  option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach,  repurchase  such Mortgage Loan at the Repurchase  Price or, with the  Purchaser's  prior consent
and at  Purchaser's  sole option,  substitute a Mortgage  Loan as provided  below.  In the event that any such breach shall involve any
representation  or warranty  set forth in Section  3.01,  and such breach is not cured  within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach,  all Mortgage Loans shall, at the option of the Purchaser,  be repurchased by the
Company at the  Repurchase  Price.  Any such  repurchase  shall be  accomplished  by wire transfer of  immediately  available  funds to
Purchaser in the amount of the Repurchase Price.

         If the  Company is required to  repurchase  any  Mortgage  Loan  pursuant to this  Section  3.03,  the Company  may,  with the
Purchaser's  prior  consent  and at  Purchaser's  sole  option,  within  ninety (90) days from the related  Closing  Date,  remove such
defective  Mortgage Loan from the terms of this Agreement and  substitute  another  mortgage loan for such defective  Mortgage Loan, in
lieu of  repurchasing  such  defective  Mortgage  Loan.  Any  substitute  Mortgage  Loan is subject  to  Purchaser  acceptability.  Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date

         At the option of the Purchaser,  the Company shall  repurchase any Mortgage Loan which has become 30 or more days  delinquent,
at any time, prior to June 1, 2003.

         The Company shall amend the related  Mortgage Loan Schedule to reflect the  withdrawal of the removed  Mortgage Loan from this
Agreement and the  substitution  of such  substitute  Mortgage  Loan  therefor.  Upon such  amendment,  the Purchaser  shall review the
Mortgage File delivered to it relating to the substitute  Mortgage Loan. In the event of such a substitution,  accrued  interest on the
substitute  Mortgage Loan for the month in which the substitution  occurs and any Principal  Prepayments made thereon during such month
shall be the property of the Purchaser  and accrued  interest for such month on the Mortgage  Loan for which the  substitution  is made
and any  Principal  Prepayments  made  thereon  during such month shall be the  property of the  Company.  The  principal  payment on a
substitute  Mortgage  Loan due on the Due Date in the month of  substitution  shall be the  property of the  Company and the  principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

         It is  understood  and agreed that the  obligation  of the  Company  set forth in this  Section  3.03 to cure,  repurchase  or
substitute  for a defective  Mortgage Loan, and to indemnify  Purchaser  pursuant to Section 8.01,  constitute the sole remedies of the
Purchaser  respecting a breach of the foregoing  representations  and warranties.  If the Company fails to repurchase or substitute for
a defective  Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective  Mortgage Loan to Purchaser's  reasonable
satisfaction in accordance with this Section 3.03, or to indemnify  Purchaser  pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser  shall be entitled to pursue all remedies  available in this Agreement as a result  thereof.  No provision
of this paragraph  shall affect the rights of the Purchaser to terminate  this Agreement for cause,  as set forth in Sections 10.01 and
11.01.

         Any cause of action against the Company  relating to or arising out of the breach of any  representations  and warranties made
in Sections  3.01 and 3.02 shall  accrue as to any  Mortgage  Loan upon (i) the earlier of  discovery  of such breach by the Company or
notice  thereof by the Purchaser to the Company,  (ii) failure by the Company to cure such breach or  repurchase  such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

         In the event that any Mortgage  Loan is held by a REMIC,  notwithstanding  any  contrary  provision  of this  Agreement,  with
respect to any  Mortgage  Loan that is not in default or as to which no default is imminent,  no  substitution  pursuant to  Subsection
3.03 shall be made after the  applicable  REMIC's  "start up day" (as defined in Section  860G(a) (9) of the Code),  unless the Company
has obtained an Opinion of Counsel to the effect that such  substitution  will not (i) result in the imposition of taxes on "prohibited
transactions"  of such REMIC (as defined in Section  860F of the Code) or  otherwise  subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.

     In the event any Principal Prepayment is made by a Mortgagor on or prior to June 30, 2003, the Company shall remit to the
Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal
Prepayment.  Such remittance shall be made by the Company to Purchaser no later than the third Business Day following receipt of such
Principal Prepayment by the Company.



         Section 3.04      Representations and Warranties of the Purchaser.

         The Purchaser  represents,  warrants and  convenants  to the Company  that, as of the related  Closing Date or as of such date
specifically provided herein:

(e)      The  Purchaser  is a  corporation,  dully  organized  validly  existing  and in good  standing  under the laws of the State of
Delaware and is qualified to transact  business in, is in good standing  under the laws of, and  possesses  all licenses  necessary for
the conduct of its business in, each state in which any  Mortgaged  Property is located or is  otherwise  except or not required  under
applicable law to effect such qualification or license;

(f)      The  Purchaser  has full power and  authority to hold each  Mortgage  Loan,  to purchase  each  Mortgage Loan pursuant to this
Agreement and to execute,  deliver and perform,  and to enter into and consummate all  transactions  contemplated by this Agreement and
to conduct its business as presently  conducted,  has duly authorized the execution,  delivery and  performance of this Agreement,  has
duly executed and delivered this Agreement ;

         (c)      None of the execution and delivery of this Agreement , the purchase of the Mortgage  Loans,  the  consummation of the
transactions  contemplated  hereby,  or the  fulfillment of or compliance with the terms and conditions of this Agreement will conflict
with any of the terms,  conditions  or  provisions of the  Purchaser's  charter or by-laws or  materially  conflict with or result in a
material  breach of any of the terms,  conditions or provisions  of any legal  restriction  or any agreement or instrument to which the
Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration  under any of the foregoing,  or
result in the material  violation of any law,  rule,  regulation,  order,  judgment or decree to which the Purchaser or its property is
subject;

         (d)      There is no litigation pending or to the best of the Purchaser's knowledge,  threatened with respect to the Purchaser
which is reasonably  likely to have a material adverse effect on the purchase of the related  Mortgage Loans,  the execution,  delivery
or  enforceability  of this Agreement,  or which is reasonably  likely to have a material adverse effect on the financial  condition of
the Purchaser;

         (e)      No  consent,  approval,  authorization  or order of any  court or  governmental  agency or body is  required  for the
execution,  delivery and  performance  by the  Purchaser of or compliance by the  Purchaser  with this  Agreement,  the purchase of the
Mortgage Loans or the consummation of the transactions  contemplated by this Agreement except for consents,  approvals,  authorizations
and orders which have been obtained;

         (f)      The  consummation  of the  transactions  contemplated  by this Agreement is in the ordinary course of business of the
Purchaser;

         (h)      The Purchaser  will treat the purchase of the Mortgage  Loans from the Company as a purchase for  reporting,  tax and
accounting purposes; and

         (i)      The  Purchaser  does not believe,  nor does it have any cause or reason to believe,  that it cannot  perform each and
every of its covenants contained in this Agreement.

         The Purchaser shall indemnify the Company and hold it harmless against any claims,  proceedings,  losses, damages,  penalties,
fines,  forfeitures,  reasonable and necessary legal fees and related costs,  judgments,  and other costs and expenses resulting from a
breach by the Purchaser of the  representations  and  warranties  contained in this Section 3.04. It is understood  and agreed that the
obligations  of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided  herein  constitute  the sole remedies
of the Seller respecting a breach of the foregoing representations and warranties.


                                                              ARTICLE IV

                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 4.01      Company to Act as Servicer.

         The Company,  as independent  contract  servicer,  shall service and  administer  the Mortgage  Loans in accordance  with this
Agreement and with Accepted Servicing Practices,  and shall have full power and authority,  acting alone, to do or cause to be done any
and all things in connection  with such servicing and  administration  which the Company may deem necessary or desirable and consistent
with the terms of this Agreement and with Accepted Servicing  Practices and exercise the same care that it customarily  employs for its
own account.  Except as set forth in this  Agreement,  the Company  shall  service the  Mortgage  Loans in strict  compliance  with the
servicing  provisions of the Fannie Mae Guides (special servicing option),  which include, but are not limited to, provisions regarding
the liquidation of Mortgage Loans,  the collection of Mortgage Loan payments,  the payment of taxes,  insurance and other charges,  the
maintenance  of hazard  insurance with a Qualified  Insurer,  the  maintenance of mortgage  impairment  insurance,  the  maintenance of
fidelity bond and errors and omissions  insurance,  inspections,  the  restoration of Mortgaged  Property,  the  maintenance of Primary
Mortgage  Insurance  Policies,  insurance claims,  the title,  management and disposition of REO Property,  permitted  withdrawals with
respect to REO Property,  liquidation  reports,  and reports of foreclosures  and abandonments of Mortgaged  Property,  the transfer of
Mortgaged Property,  the release of Mortgage Files, annual statements,  and examination of records and facilities.  In the event of any
conflict,  inconsistency or discrepancy between any of the servicing  provisions of this Agreement and any of the servicing  provisions
of the Fannie Mae Guides, the provisions of this Agreement shall control and be binding upon the Purchaser and the Company.

         Consistent  with the terms of this Agreement,  the Company may waive,  modify or vary any term of any Mortgage Loan or consent
to the  postponement  of any such term or in any manner grant  indulgence to any Mortgagor if in the Company's  reasonable  and prudent
determination  such waiver,  modification,  postponement or indulgence is not materially adverse to the Purchaser,  provided,  however,
that unless the Company has obtained the prior written  consent of the Purchaser,  the Company shall not permit any  modification  with
respect to any Mortgage Loan that would change the Mortgage  Interest  Rate,  defer for more than ninety days or forgive any payment of
principal or interest,  reduce or increase the  outstanding  principal  balance (except for actual payments of principal) or change the
final  maturity  date on such  Mortgage  Loan.  In the event of any such  modification  which  has been  agreed  to in  writing  by the
Purchaser and which permits the deferral of interest or principal  payments on any Mortgage Loan,  the Company  shall,  on the Business
Day immediately  preceding the Remittance Date in any month in which any such principal or interest payment has been deferred,  deposit
in the Custodial  Account from its own funds,  in accordance with Section 4.04, the difference  between (a) such month's  principal and
one month's  interest at the Mortgage Loan  Remittance  Rate on the unpaid  principal  balance of such Mortgage Loan and (b) the amount
paid by the Mortgagor.  The Company shall be entitled to  reimbursement  for such advances to the same extent as for all other advances
pursuant to Section 4.05.  Without limiting the generality of the foregoing,  the Company shall continue,  and is hereby authorized and
empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation,  or of partial or full release,  discharge
and  all  other  comparable  instruments,  with  respect  to  the  Mortgage  Loans  and  with  respect  to  the  Mortgaged  Properties.
Notwithstanding  anything herein to the contrary,  the Company may not enter into a forbearance  agreement or similar  arrangement with
respect to any Mortgage Loan which runs more than 180 days after the first  delinquent Due Date.  Any such agreement  shall be approved
by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.

     Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the
     Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would
     change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or
     such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of
     any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of
     the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code
     or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.


         Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through  Transfer,  which is not  contemplated
under the terms of this  Agreement,  the Company  will  obtain an Opinion of Counsel  acceptable  to the  trustee in such  Pass-Through
Transfer with respect to whether such action could result in the  imposition of a tax upon any REMIC  (including but not limited to the
tax on  prohibited  transactions  as defined in Section  860F(a)(2)  of the Code and the tax on  contributions  to a REMIC set forth in
Section  860G(d) of the  Code)(either  such event,  an "Adverse  REMIC  Event"),  and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.

         The Company  shall not permit the creation of any  "interests"  (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any  arrangement by which a REMIC will receive a fee or other  compensation  for services nor permit a
REMIC to receive any income from assets other than  "qualified  mortgages"  as defined in Section  860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

         In servicing  and  administering  the Mortgage  Loans,  the Company  shall employ  Accepted  Servicing  Practices,  giving due
consideration to the Purchaser's reliance on the Company.  Unless a different time period is stated in this Agreement,  Purchaser shall
be deemed to have given  consent in  connection  with a particular  matter if Purchaser  does not  affirmatively  grant or deny consent
within five (5) Business Days from the date  Purchaser  receives a second  written  request for consent for such matter from Company as
servicer.

         The Mortgage Loans may be subserviced  by a Subservicer  on behalf of the Company  provided that the  Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact  business,  and licensed to service
mortgage  loans,  in the state or states where the related  Mortgaged  Properties it is to service are  situated,  if and to the extent
required by applicable law to enable the Subservicer to perform its obligations  hereunder and under the  Subservicing  Agreement,  and
in either case shall be a FHLMC or Fannie Mae approved  mortgage  servicer in good standing,  and no event has occurred,  including but
not limited to a change in  insurance  coverage,  which would make it unable to comply with the  eligibility  requirements  for lenders
imposed by Fannie Mae or for  seller/servicers  imposed by Fannie Mae or FHLMC,  or which would require  notification  to Fannie Mae or
FHLMC.  In addition,  each  Subservicer  will obtain and preserve its  qualifications  to do business as a foreign  corporation and its
licenses to service  mortgage loans, in each  jurisdiction  in which such  qualifications  and/or licenses are or shall be necessary to
protect the validity and  enforceability  of this  Agreement,  or any of the Mortgage Loans and to perform or cause to be performed its
duties  under the related  Subservicing  Agreement.  The Company may perform any of its  servicing  responsibilities  hereunder  or may
cause the  Subservicer  to perform any such servicing  responsibilities  on its behalf,  but the use by the Company of the  Subservicer
shall not release the Company from any of its  obligations  hereunder and the Company shall remain  responsible  hereunder for all acts
and  omissions of the  Subservicer  as fully as if such acts and  omissions  were those of the Company.  The Company shall pay all fees
and expenses of the  Subservicer  from its own funds,  and the  Subservicer's  fee shall not exceed the  Servicing  Fee.  Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.

         At the cost and expense of the Company,  without any right of reimbursement from the Custodial  Account,  the Company shall be
entitled  to  terminate  the rights and  responsibilities  of the  Subservicer  and arrange for any  servicing  responsibilities  to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph,  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Company,  at the  Company's  option,  from  electing to service the related  Mortgage
Loans itself.  In the event that the Company's  responsibilities  and duties under this  Agreement are  terminated  pursuant to Section
4.13,  8.04,  9.01 or 10.01 and if requested to do so by the  Purchaser,  the Company  shall at its own cost and expense  terminate the
rights and  responsibilities  of the  Subservicer  effective as of the date of  termination  of the Company.  The Company shall pay all
fees, expenses or penalties  necessary in order to terminate the rights and  responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.

         Notwithstanding  any of the provisions of this Agreement  relating to agreements or  arrangements  between the Company and the
Subservicer or any reference  herein to actions taken through the  Subservicer  or otherwise,  the Company shall not be relieved of its
obligations  to the  Purchaser  and shall be obligated to the same extent and under the same terms and  conditions  as if it alone were
servicing and  administering  the Mortgage  Loans.  The Company shall be entitled to enter into an agreement with the  Subservicer  for
indemnification  of the Company by the  Subservicer  and nothing  contained in this  Agreement  shall be deemed to limit or modify such
indemnification.  The Company will indemnify and hold  Purchaser  harmless from any loss,  liability or expense  arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

         Any  Subservicing  Agreement and any other  transactions or services  relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the  Subservicer and Company alone,  and the Purchaser  shall have no obligations,  duties or liabilities
with respect to the Subservicer  including no obligation,  duty or liability of Purchaser to pay the  Subservicer's  fees and expenses.
For purposes of distributions  and advances by the Company  pursuant to this Agreement,  the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.

         Section 4.02      Collection of Mortgage Loan Payments.

         Continuously  from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement,  the Company will
proceed  diligently to collect all payments due under each  Mortgage Loan when the same shall become due and payable and shall,  to the
extent such procedures  shall be consistent  with this Agreement,  Accepted  Servicing  Practices,  and the terms and provisions of any
related Primary Mortgage  Insurance Policy,  follow such collection  procedures as it follows with respect to mortgage loans comparable
to the  Mortgage  Loans and held for its own account.  Further,  the Company will take  special  care in  ascertaining  and  estimating
annual  escrow  payments,  and all other  charges  that,  as  provided  in the  Mortgage,  will  become  due and  payable,  so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

         In no event will the  Company  waive its right to any  prepayment  penalty or premium  without  the prior  written  consent of
Purchaser and Company will use diligent efforts to collect same when due except as otherwise  provided in the prepayment  penalty rider
to the Mortgage.

         Section 4.03      Realization Upon Defaulted Mortgage

         The Company shall use its best efforts,  consistent  with the procedures that the Company would use in servicing loans for its
own  account,  consistent  with  Accepted  Servicing  Practices,  any Primary  Mortgage  Insurance  Policies  and the best  interest of
Purchaser,  to foreclose upon or otherwise  comparably convert the ownership of properties  securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory  arrangements can be made for collection of delinquent  payments  pursuant
to  Section  4.01.  Foreclosure  or  comparable  proceedings  shall be  initiated  within  ninety  (90) days of default  for  Mortgaged
Properties for which no satisfactory  arrangements can be made for collection of delinquent payments,  subject to state and federal law
and  regulation.  The Company shall use its best efforts to realize upon  defaulted  Mortgage Loans in such manner as will maximize the
receipt of principal and interest by the Purchaser,  taking into account,  among other things,  the timing of foreclosure  proceedings.
The foregoing is subject to the  provisions  that, in any case in which a Mortgaged  Property shall have suffered  damage,  the Company
shall not be required to expend its own funds toward the  restoration of such property  unless it shall determine in its discretion (i)
that such restoration  will increase the proceeds of liquidation of the related  Mortgage Loan to the Purchaser after  reimbursement to
itself for such  expenses,  and (ii) that such expenses will be recoverable by the Company  through  Insurance  Proceeds or Liquidation
Proceeds from the related  Mortgaged  Property,  as contemplated  in Section 4.05.  Company shall obtain prior approval of Purchaser as
to repair or restoration  expenses in excess of ten thousand  dollars  ($10,000).  The Company shall notify the Purchaser in writing of
the  commencement  of  foreclosure  proceedings  and not  less  than 5 days  prior  to the  acceptance  or  rejection  of any  offer of
reinstatement.  The Company  shall be  responsible  for all costs and expenses  incurred by it in any such  proceedings  or  functions;
provided,  however,  that it shall be entitled to  reimbursement  thereof from the related  property,  as contemplated in Section 4.05.
Notwithstanding  anything to the contrary  contained  herein,  in  connection  with a  foreclosure  or  acceptance of a deed in lieu of
foreclosure,  in the event the Company has reasonable cause to believe that a Mortgaged  Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser  otherwise requests an environmental  inspection or review of such Mortgaged  Property,  such
an inspection or review is to be conducted by a qualified  inspector at the  Purchaser's  expense.  Upon  completion of the inspection,
the  Company  shall  promptly  provide the  Purchaser  with a written  report of the  environmental  inspection.  After  reviewing  the
environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as servicer  of any  Mortgage  Loan which  becomes  ninety (90 days or greater  delinquent  in payment of a  scheduled  Monthly
Payment,  without  payment of any termination fee with respect  thereto,  provided that the Company shall on the date said  termination
takes effect be reimbursed  for any  unreimbursed  advances of the Company's  funds made pursuant to Section 5.03 and any  unreimbursed
Servicing  Advances  and  Servicing  Fees in each  case  relating  to the  Mortgage  Loan  underlying  such  delinquent  Mortgage  Loan
notwithstanding  anything to the contrary set forth in Section 4.05. In the event of any such  termination,  the  provisions of Section
11.01 hereof shall apply to said termination and the transfer of servicing  responsibilities  with respect to such delinquent  Mortgage
Loan to the Purchaser or its designee.

         In the event that a Mortgage  Loan becomes part of a REMIC,  and becomes REO Property,  such property  shall be disposed of by
the  Company,  with the  consent of  Purchaser  as required  pursuant to this  Agreement,  before the close of the third  taxable  year
following  the taxable year in which the Mortgage Loan became an REO  Property,  unless the Company  provides to the trustee under such
REMIC an opinion of counsel to the effect that the  holding of such REO  Property  subsequent  to the close of the third  taxable  year
following  the  taxable  year in which the  Mortgage  Loan  became an REO  Property,  will not  result  in the  imposition  of taxes on
"prohibited  transactions"  as defined in Section 860F of the Code, or cause the  transaction to fail to qualify as a REMIC at any time
that  certificates  are  outstanding.   Company  shall  manage,  conserve,   protect  and  operate  each  such  REO  Property  for  the
certificateholders  solely for the purpose of its prompt  disposition  and sale in a manner which does not cause such  property to fail
to qualify as  "foreclosure  property"  within the meaning of Section  860F(a)(2)(E)  of the Code, or any "net income from  foreclosure
property"  which is subject to taxation  under the REMIC  provisions of the Code.  Pursuant to its efforts to sell such  property,  the
Company  shall either  itself or through an agent  selected by Company,  protect and conserve  such  property in the same manner and to
such an extent as is  customary  in the  locality  where  such  property  is  located.  Additionally,  Company  shall  perform  the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.

         Section 4.04      Establishment of Custodial Accounts; Deposits in Custodial Accounts.

         The Company shall segregate and hold all funds  collected and received  pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial  Accounts.  The Custodial  Account shall
be an Eligible Account.  Funds deposited in the Custodial  Account,  which shall be deposited within 24 hours of receipt,  shall at all
times be insured by the FDIC up to the FDIC  insurance  limits,  or must be invested in  Permitted  Investments  for the benefit of the
Purchaser.  Funds  deposited in the Custodial  Account may be drawn on by the Company in accordance  with Section 4.05. The creation of
any  Custodial  Account  shall be  evidenced by a letter  agreement in the form shown in Exhibit B hereto.  The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

         The  Company  shall  deposit in the  Custodial  Account on a daily  basis,  and retain  therein  the  following  payments  and
collections  received or made by it  subsequent  to the Cut-off  Date,  or received by it prior to the Cut-off Date but  allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

         (i)      all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

         (ii)     all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

         (iii)    all Liquidation Proceeds;

         (iv)     any amounts required to be deposited by the Company in connection with any REO Property  pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;

         (v)      all Insurance  Proceeds  including  amounts required to be deposited  pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the  restoration  or repair of the Mortgaged  Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

         (vi)     all  Condemnation  Proceeds  affecting any Mortgaged  Property  which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;

         (vii)    any Monthly Advances;

         (viii)   with respect to each full or partial Principal Prepayment,  any Prepayment Interest Shortfalls,  to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;

         (ix)     any amounts  required to be  deposited  by the Company  pursuant to Section 4.10 in  connection  with the  deductible
clause in any blanket  hazard  insurance  policy,  such  deposit  shall be made from the  Company's  own funds,  without  reimbursement
therefor; and

         (x)      any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

                  The foregoing  requirements for deposit in the Custodial  Account shall be exclusive,  it being understood and agreed
that,  without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the
extent  permitted  by Section  6.01,  need not be  deposited  by the  Company in the  Custodial  Account.  Any  interest  paid on funds
deposited in the Custodial  Account by the depository  institution  shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw  such interest from the Custodial  Account  pursuant to Section 4.05 (iv).  The Purchaser  shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.


         Section 4.05      Permitted Withdrawals From the Custodial Account.

         The Company may, from time to time, withdraw from the Custodial Account for the following purposes:

         (i)      to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

         (ii)     to reimburse  itself for Monthly  Advances,  the Company's right to reimburse  itself pursuant to this subclause (ii)
being limited to amounts received on the related  Mortgage Loan which represent late  collections  (net of the related  Servicing Fees)
of principal and/or interest  respecting which any such advance was made, it being understood that, in the case of such  reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser,  except that,  where the Company is required to repurchase a
Mortgage  Loan,  pursuant  to Section  3.03,  the  Company's  right to such  reimbursement  shall be  subsequent  to the payment to the
Purchaser of the Repurchase  Price pursuant to such Section and all other amounts  required to be paid to the Purchaser with respect to
such Mortgage Loan;

         (iii)    to reimburse itself for unreimbursed  Servicing  Advances and any unpaid Servicing  Fees(or REO  administration  fees
described in Section 4.13),  the Company's  right to reimburse  itself  pursuant to this  subclause  (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation  Proceeds,  Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant  provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;  any recovery shall be made upon liquidation
of the REO Property;

         (iv)     to pay to itself as part of its servicing  compensation  (a) any interest  earned on funds in the  Custodial  Account
(all such interest to be withdrawn  monthly not later than each  Remittance  Date),  and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;

         (v)      to pay to itself with respect to each  Mortgage Loan that has been  repurchased  pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,

         (vi)     to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

         (vii)    to remove funds inadvertently placed in the Custodial Account by the Company; and

         (vi)     to clear and terminate the Custodial Account upon the termination of this Agreement.


         Section 4.06      Establishment of Escrow Accounts; Deposits in Escrow Accounts.

         The Company shall segregate and hold all funds collected and received  pursuant to each Mortgage Loan which constitute  Escrow
Payments  separate  and apart  from any of its own funds and  general  assets  and shall  establish  and  maintain  one or more  Escrow
Accounts.  The Escrow  Account shall be an Eligible  Account.  Funds  deposited in each Escrow Account shall at all times be insured in
a manner to provide  maximum  insurance  under the insurance  limitations  of the FDIC,  or must be invested in Permitted  Investments.
Funds  deposited  in the Escrow  Account may be drawn on by the Company in  accordance  with Section  4.07.  The creation of any Escrow
Account  shall be  evidenced  by a letter  agreement  in the form shown in Exhibit C. The  original of such letter  agreement  shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.

         The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
such items as required under the terms of this Agreement;

         (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

         (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

                  The Company shall make  withdrawals  from the Escrow  Account only to effect such payments as are required under this
Agreement,  and for such other  purposes as shall be as set forth or in accordance  with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository  institution  other than interest on escrowed funds
required by law to be paid to the Mortgagor  and, to the extent  required by law, the Company  shall pay interest on escrowed  funds to
the Mortgagor  notwithstanding  that the Escrow Account is non-interest  bearing or that interest paid thereon is insufficient for such
purposes.  The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.


         Section 4.07      Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by Company only:

         (i)      to effect timely  payments of ground rents,  taxes,  assessments,  water rates,  Primary  Mortgage  Insurance  Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

         (ii)     to reimburse  Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

         (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

         (iv)     for transfer to the Custodial Account in accordance with the terms of this Agreement;

         (v)      for application to restoration or repair of the Mortgaged Property;

         (vi)     to pay to the Company,  or to the Mortgagor to the extent  required by law, any interest paid on the funds  deposited
in the Escrow Account;

         (vii)    to clear and terminate the Escrow Account on the  termination  of this  Agreement.  As part of its servicing  duties,
the Company shall pay to the  Mortgagors  interest on funds in Escrow  Account,  to the extent  required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient,  shall pay such interest from its own funds,  without any reimbursement
therefor; and

         (viii)   to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.

         Section 4.08      Payment of Taxes,  Insurance  and Other  Charges;  Maintenance  of Primary  Mortgage  Insurance  Policies;
Collections Thereunder.

         With respect to each Mortgage  Loan,  the Company  shall  maintain  accurate  records  reflecting  the status of ground rents,
taxes,  assessments,  water  rates and other  charges  which are or may  become a lien upon the  Mortgaged  Property  and the status of
primary  mortgage  insurance  premiums and fire and hazard  insurance  coverage and shall obtain,  from time to time, all bills for the
payment of such charges,  including  renewal  premiums and shall effect payment thereof prior to the applicable  penalty or termination
date and at a time appropriate for securing maximum  discounts  allowable,  employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been  estimated and  accumulated  by the Company in amounts  sufficient  for such purposes,  as allowed
under the terms of the Mortgage or applicable  law. To the extent that the Mortgage does not provide for Escrow  Payments,  the Company
shall  determine  that any such  payments  are made by the  Mortgagor  at the time they first  become  due.  The Company  assumes  full
responsibility  for the  timely  payment of all such bills and shall  effect  timely  payments  of all such bills  irrespective  of the
Mortgagor's  faithful  performance  in the payment of same or the making of the Escrow  Payments and shall make  advances  from its own
funds to effect such payments.

         The Company will maintain in full force and effect Primary  Mortgage  Insurance  Policies  issued by a Qualified  Insurer with
respect to each Mortgage Loan for which such coverage is herein  required.  Such coverage will be terminated  only with the approval of
Purchaser,  or as  required by  applicable  law or  regulation.  The  Company  will not cancel or refuse to renew any Primary  Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement  unless a replacement  Primary
Mortgage  Insurance  Policy for such  canceled or nonrenewed  policy is obtained  from and  maintained  with a Qualified  Insurer.  The
Company shall not take any action which would result in non-coverage  under any applicable  Primary  Mortgage  Insurance  Policy of any
loss which,  but for the actions of the Company would have been covered  thereunder.  In connection with any assumption or substitution
agreement  entered into or to be entered  into  pursuant to Section  6.01,  the Company  shall  promptly  notify the insurer  under the
related  Primary  Mortgage  Insurance  Policy,  if any, of such assumption or substitution of liability in accordance with the terms of
such policy and shall take all actions which may be required by such insurer as a condition to the  continuation  of coverage under the
Primary  Mortgage  Insurance  Policy.  If such Primary  Mortgage  Insurance  Policy is  terminated  as a result of such  assumption  or
substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

         In  connection  with its  activities  as  servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the insurer under any Private Mortgage  Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance Policy respecting a defaulted  Mortgage Loan.  Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

         Section 4.09      Transfer of Accounts.

         The Company may  transfer  the  Custodial  Account or the Escrow  Account to a different  Eligible  Account from time to time.
Such transfer shall be made only upon  obtaining the prior written  consent of the  Purchaser,  which consent will not be  unreasonably
withheld.

         Section 4.10      Maintenance of Hazard Insurance.

         The Company  shall cause to be  maintained  for each Mortgage  Loan fire and hazard  insurance  with  extended  coverage as is
acceptable  to Fannie Mae or FHLMC and  customary  in the area where the  Mortgaged  Property is located in an amount which is equal to
the  lesser of (i) the  maximum  insurable  value of the  improvements  securing  such  Mortgage  Loan or (ii) the  greater  of (a) the
outstanding  principal  balance of the Mortgage Loan,  and (b) an amount such that the proceeds  thereof shall be sufficient to prevent
the Mortgagor  and/or the mortgagee from becoming a co-insurer.  If required by the Flood Disaster  Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood  insurance  policy  meeting the  requirements  of the current  guidelines of the Federal
Insurance  Administration in effect with an insurance  carrier  acceptable to Fannie Mae or FHLMC, in an amount  representing  coverage
not less than the least of (i) the  outstanding  principal  balance of the  Mortgage  Loan,  (ii) the  maximum  insurable  value of the
improvements  securing  such  Mortgage  Loan or (iii) the maximum  amount of  insurance  which is  available  under the Flood  Disaster
Protection  Act of 1973, as amended.  If at any time during the term of the Mortgage Loan,  the Company  determines in accordance  with
applicable  law and  pursuant to the Fannie Mae Guides that a Mortgaged  Property is located in a special  flood hazard area and is not
covered by flood  insurance or is covered in an amount less than the amount  required by the Flood Disaster  Protection Act of 1973, as
amended,  the Company shall notify the related  Mortgagor that the Mortgagor  must obtain such flood  insurance  coverage,  and if said
Mortgagor  fails to obtain the required flood  insurance  coverage within  forty-five  (45) days after such  notification,  the Company
shall  immediately  force place the required flood  insurance on the  Mortgagor's  behalf.  The Company shall also maintain on each REO
Property,  fire and hazard insurance with extended  coverage in an amount which is at least equal to the maximum insurable value of the
improvements  which are a part of such property,  and, to the extent required and available under the Flood Disaster  Protection Act of
1973, as amended,  flood insurance in an amount as provided above.  Any amounts  collected by the Company under any such policies other
than  amounts to be  deposited  in the Escrow  Account  and  applied to the  restoration  or repair of the  Mortgaged  Property  or REO
Property,  or released to the Mortgagor in accordance with Accepted Servicing  Practices,  shall be deposited in the Custodial Account,
subject to withdrawal  pursuant to Section 4.05. It is understood  and agreed that no other  additional  insurance  need be required by
the  Company of the  Mortgagor  or  maintained  on property  acquired  in respect of the  Mortgage  Loan,  other than  pursuant to this
Agreement,  the Fannie Mae Guides or such  applicable  state or federal  laws and  regulations  as shall at any time be in force and as
shall require such  additional  insurance.  All such policies  shall be endorsed with standard  mortgagee  clauses with loss payable to
the Company and its  successors  and/or  assigns and shall provide for at least thirty days prior written  notice of any  cancellation,
reduction in the amount or material  change in coverage to the Company.  The Company shall not interfere with the  Mortgagor's  freedom
of choice in selecting either his insurance carrier or agent,  provided,  however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.

         Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Company  shall obtain and maintain a blanket  policy  issued by an insurer  acceptable  to Fannie Mae or
FHLMC  insuring  against hazard losses on all of the Mortgage  Loans,  then, to the extent such policy  provides  coverage in an amount
equal to the amount  required  pursuant to Section 4.10 and otherwise  complies with all other  requirements  of Section 4.10, it shall
conclusively  be deemed to have  satisfied  its  obligations  as set forth in Section 4.10,  it being  understood  and agreed that such
policy may contain a deductible  clause,  in which case the Company  shall,  in the event that there shall not have been  maintained on
the related  Mortgaged  Property or REO Property a policy  complying  with Section  4.10,  and there shall have been a loss which would
have been covered by such policy,  deposit in the Custodial  Account the amount not otherwise  payable under the blanket policy because
of such  deductible  clause.  In connection  with its activities as servicer of the Mortgage  Loans,  the Company agrees to prepare and
present,  on behalf of the Purchaser,  claims under any such blanket  policy in a timely  fashion in accordance  with the terms of such
policy.  Upon request of the  Purchaser,  the Company shall cause to be delivered to the Purchaser a certified true copy of such policy
and shall use its best efforts to obtain a statement  from the insurer  thereunder  that such policy shall in no event be terminated or
materially modified without thirty (30) days' prior written notice to the Purchaser.

         Section 4.12      Fidelity Bond, Errors and Omissions Insurance.

         The Company shall maintain,  at its own expense,  a blanket fidelity bond and an errors and omissions  insurance policy,  with
broad  coverage  with  responsible  companies on all  officers,  employees or other  persons  acting in any capacity with regard to the
Mortgage Loan to handle funds,  money,  documents and papers  relating to the Mortgage  Loan. The Fidelity Bond shall be in the form of
the Mortgage  Banker's Blanket Bond and shall protect and insure the Company against losses,  including  forgery,  theft,  embezzlement
and fraud of such  persons.  The errors and omissions  insurance  shall protect and insure the Company  against  losses  arising out of
errors and  omissions  and  negligent  acts of such  persons.  Such errors and  omissions  insurance  shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance  policies  required  pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained  payment in full of the indebtedness  secured thereby.  No provision
of this Section 4.12  requiring  the Fidelity  Bond or errors and omissions  insurance  shall  diminish or relieve the Company from its
duties and  obligations  as set forth in this  Agreement.  The minimum  coverage  under any such bond and insurance  policy shall be at
least equal to the corresponding  amounts required by Fannie Mae in the Fannie Mae Guides.  Upon request by the Purchaser,  the Company
shall deliver to the  Purchaser a  certificate  from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such Fidelity Bond or insurance  policy
shall in no event be terminated or materially  modified  without thirty (30) days' prior written  notice to the Purchaser.  The Company
shall notify the Purchaser  within five (5) business days of receipt of notice that such Fidelity Bond or insurance  policy will be, or
has been,  materially  modified  or  terminated.  The  Purchaser  (or any party  having  the  status of  Purchaser  hereunder)  and any
subsidiary  thereof and their  successors  or assigns as their  interests  may appear must be named as loss payees on the Fidelity Bond
and as  additional  insured on the errors and omissions  policy.  Upon request by Purchaser,  Company shall provide  Purchaser  with an
insurance  certificate  certifying  coverage under this Section 4.12, and will provide an update to such certificate  upon request,  or
upon renewal or material modification of coverage.

         Section 4.13      Title, Management and Disposition of REO Property.

         In the event that title to the Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate  of sale shall be taken in the name of the Purchaser or its designee,  or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located,  or would be adversely  affected
under the "doing  business" or tax laws of such state by so holding  title,  the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent  with an opinion of counsel  obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located.  Any Person or Persons  holding such title other than the Purchaser  shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

         The Company  shall notify the  Purchaser in  accordance  with the Fannie Mae Guides of each  acquisition  of REO Property upon
such  acquisition  (and, in any event,  shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such  consummation),  together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged  Property obtained in connection with such acquisition,  and thereafter assume the  responsibility for marketing such REO
property in accordance with Accepted  Servicing  Practices.  Thereafter,  the Company shall continue to provide certain  administrative
services to the Purchaser  relating to such REO Property as set forth in this Section 4.13.  The fee for such  administrative  services
shall be $2,000 to be paid upon  liquidation  of the REO Property.  No Servicing  Fee shall be assessed or otherwise  accrue on any REO
Property from and after the date on which it becomes an REO Property.

         The Company  shall,  either itself or through an agent selected by the Company,  and in accordance  with the Fannie Mae Guides
manage,  conserve,  protect and operate each REO Property in the same manner that it manages,  conserves,  protects and operates  other
foreclosed  property for its own  account,  and in the same manner that  similar  property in the same  locality as the REO Property is
managed.  The Company  shall cause each REO Property to be inspected  promptly  upon the  acquisition  of title thereto and shall cause
each REO Property to be inspected at least monthly  thereafter or more frequently as required by the  circumstances.  The Company shall
make or cause to be made a written  report of each such  inspection.  Such reports  shall be retained in the  Mortgage  File and copies
thereof shall be forwarded by the Company to the Purchaser.

         The Company  shall use its best  efforts to dispose of the REO  Property as soon as possible  and shall sell such REO Property
in any event within one year after title has been taken to such REO Property,  unless the Company determines,  and gives an appropriate
notice to the  Purchaser to such effect,  that a longer  period is necessary for the orderly  liquidation  of such REO  Property.  If a
longer  period than one (1) year is permitted  under the  foregoing  sentence and is  necessary to sell any REO  Property,  the Company
shall report  monthly to the Purchaser as to the progress  being made in selling such REO Property.  No REO Property  shall be marketed
for less than the Appraised  Value,  without the prior consent of  Purchaser.  No REO Property  shall be sold for less than ninety five
percent (95%) of its Appraised Value,  without the prior consent of Purchaser.  All requests for  reimbursement  of Servicing  Advances
shall be in  accordance  with the Fannie Mae  Guides.  The  disposition  of REO  Property  shall be carried  out by the Company at such
price,  and upon such terms and  conditions,  as the Company deems to be in the best  interests of the Purchaser  (subject to the above
conditions)  only with the prior written  consent of the Purchaser.  Company shall provide monthly reports to Purchaser in reference to
the status of the marketing of the REO Properties.

         Notwithstanding  anything to the contrary contained herein,  the Purchaser may, at the Purchaser's sole option,  terminate the
Company as servicer of any such REO Property  without payment of any termination  fee with respect  thereto,  provided that the Company
shall on the date said  termination  takes effect be reimbursed for any  unreimbursed  advances of the Company's funds made pursuant to
Section 5.03 and any  unreimbursed  Servicing  Advances and Servicing Fees in each case relating to the Mortgage Loan  underlying  such
REO  Property  notwithstanding  anything  to the  contrary  set  forth in  Section  4.05.  In the  event of any such  termination,  the
provisions  of Section  11.01 hereof shall apply to said  termination  and the transfer of servicing  responsibilities  with respect to
such REO  Property to the  Purchaser  or its  designee.  Within five  Business  Days of any such  termination,  the Company  shall,  if
necessary  convey such property to the Purchaser and shall further provide the Purchaser with the following  information  regarding the
subject REO  Property:  the related  drive by  appraisal  or brokers  price  opinion,  and copies of any  related  Mortgage  Impairment
Insurance  Policy  claims.  In addition,  within five  Business  Days,  the Company  shall  provide the  Purchaser  with the  following
information  regarding  the subject REO  Property:  the related  trustee's  deed upon sale and copies of any related  hazard  insurance
claims, or repair bids.

         Section 4.14      Notification of Maturity Date.

          With respect to each Mortgage  Loan,  the Company  shall  execute and deliver to the Mortgagor any and all necessary  notices
required  under  applicable law and the terms of the related  Mortgage Note and Mortgage  regarding the maturity date if required under
applicable law.

                                                               ARTICLE V

                                                       PAYMENTS TO THE PURCHASER

         Section 5.01      Distributions.

         On each  Remittance  Date, the Company shall  distribute by wire transfer of immediately  available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding  Determination  Date, net of charges against
or  withdrawals  from the Custodial  Account  pursuant to Section 4.05,  plus (ii) all Monthly  Advances,  if any, which the Company is
obligated  to  distribute  pursuant to Section  5.03,  plus,  (iii)  interest at the Mortgage  Loan  Remittance  Rate on any  Principal
Prepayment  from the date of such Principal  Prepayment  through the end of the month for which  disbursement is made provided that the
Company's  obligation  as to  payment  of such  interest  shall  be  limited  to the  Servicing  Fee  earned  during  the  month of the
distribution,  minus (i) any amounts  attributable  to Monthly  Payments  collected  but due on a Due Date or Dates  subsequent  to the
preceding  Determination  Date,  which  amounts  shall be  remitted  on the  Remittance  Date next  succeeding  the Due Period for such
amounts.  It is understood  that, by operation of Section 4.04,  the remittance on the first  Remittance  Date with respect to Mortgage
Loans  purchased  pursuant  to this  Agreement  is to  include  principal  collected  after the  Cut-off  Date  through  the  preceding
Determination  Date plus interest,  adjusted to the Mortgage Loan Remittance Rate collected through such  Determination  Date exclusive
of any portion thereof  allocable to the period prior to the Cut-off Date,  with the  adjustments  specified in clauses (ii), and (iii)
above.

         With respect to any remittance  received by the Purchaser  after the  Remittance  Date, the Company shall pay to the Purchaser
interest on any such late  payment at an annual rate equal to the Prime Rate,  adjusted as of the date of each  change,  plus three (3)
percentage  points,  but in no event greater than the maximum amount  permitted by applicable law. Such interest shall cover the period
commencing  with the day  following  the  Business  Day such  payment was due and ending with the Business Day on which such payment is
made to the  Purchaser,  both  inclusive.  The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.  On each  Remittance  Date,  the Company shall provide a remittance  report
detailing all amounts being remitted pursuant to this Section 5.01.

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each month, in
the  Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an  individual  Mortgage  Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon
by both  Purchaser and Company,  and no later than the fifth  Business Day of the following  month in hard copy,  and shall contain the
following:

         (i) With  respect to each  Monthly  Payment,  the amount of such  remittance  allocable  to  principal  (including  a separate
breakdown of any Principal Prepayment,  including the date of such prepayment,  and any prepayment penalties or premiums,  along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)  with respect to each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)  the amount of servicing compensation received by the Company during the prior distribution period;

         (iv)  the aggregate Stated Principal Balance of the Mortgage Loans;

         (v)  the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;

         (vi) The number and aggregate  outstanding  principal  balances of Mortgage  Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and

         The Company shall also provide a trial  balance,  sorted in Purchaser's  assigned loan number order,  in the form of Exhibit E
hereto, with each such Report.

         The Company  shall  prepare and file any and all  information  statements  or other  filings  required to be  delivered to any
governmental  taxing  authority or to Purchaser  pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated  hereby.  In addition,  the Company shall provide  Purchaser  with such  information  concerning  the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.

         In addition,  not more than sixty (60) days after the end of each calendar  year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements  of applicable  federal
income tax law as to the aggregate of remittances for the applicable portion of such year.

         Section 5.03      Monthly Advances by the Company.

         Not later than the close of business on the Business Day  preceding  each  Remittance  Date,  the Company shall deposit in the
Custodial Account an amount equal to all payments not previously  advanced by the Company,  whether or not deferred pursuant to Section
4.01, of principal  (due after the Cut-off  Date) and interest not  allocable to the period prior to the Cut-off Date,  adjusted to the
Mortgage Loan Remittance Rate,  which were due on a Mortgage Loan and delinquent at the close of business on the related  Determination
Date.

         The  Company's  obligation  to make such  Monthly  Advances as to any  Mortgage  Loan will  continue  through the last Monthly
Payment  due prior to the  payment  in full of the  Mortgage  Loan,  or  through  the  Remittance  Date  prior to the date on which the
Mortgaged Property  liquidates  (including  Insurance Proceeds,  proceeds from the sale of REO Property or Condemnation  Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be  nonrecoverable.  In such event,  the Company shall deliver to
the Purchaser an Officer's  Certificate  of the Company to the effect that an officer of the Company has reviewed the related  Mortgage
File and has made the reasonable determination that any additional advances are nonrecoverable.

         Section 5.04      Liquidation Reports.

         Upon the foreclosure  sale of any Mortgaged  Property or the acquisition  thereof by the Purchaser  pursuant to a deed-in-lieu
of  foreclosure,  the Company  shall submit to the  Purchaser a liquidation  report with respect to such  Mortgaged  Property in a form
mutually  acceptable to Company and Purchaser.  The Company shall also provide  reports on the status of REO Property  containing  such
information as Purchaser may reasonably require.

                                                              ARTICLE VI

                                                     GENERAL SERVICING PROCEDURES

         Section 6.01      Assumption Agreements.

         The Company  will,  to the extent it has  knowledge  of any  conveyance  or  prospective  conveyance  by any  Mortgagor of the
Mortgaged  Property  (whether by absolute  conveyance or by contract of sale, and whether or not the Mortgagor  remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the Company  shall not  exercise  any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related  Primary  Mortgage  Insurance  Policy,  if any. If the Company  reasonably  believes it is unable
under  applicable  law to enforce such  "due-on-sale"  clause,  the Company,  with the  approval of the  Purchaser,  will enter into an
assumption  agreement  with the person to whom the  Mortgaged  Property has been  conveyed or is proposed to be  conveyed,  pursuant to
which such person becomes liable under the Mortgage Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains
liable  thereon.  Where an assumption is allowed  pursuant to this Section 6.01,  the Company,  with the prior consent of the Purchaser
and the primary  mortgage  insurer,  if any, is authorized to enter into a substitution of liability  agreement with the person to whom
the  Mortgaged  Property  has been  conveyed or is proposed to be conveyed  pursuant to which the original  mortgagor is released  from
liability and such Person is  substituted as mortgagor and becomes liable under the related  Mortgage  Note. Any such  substitution  of
liability agreement shall be in lieu of an assumption agreement.

         In connection with any such assumption or substitution of liability,  the Company shall follow the underwriting  practices and
procedures  of the Company.  With respect to an  assumption  or  substitution  of  liability,  the Mortgage  Interest Rate borne by the
related  Mortgage Note,  the amount of the Monthly  Payment and the maturity date may not be changed  (except  pursuant to the terms of
the Mortgage Note). If the credit of the proposed  transferee does not meet such underwriting  criteria,  the Company diligently shall,
to the extent  permitted by the Mortgage or the Mortgage  Note and by applicable  law,  accelerate  the maturity of the Mortgage  Loan.
The Company  shall notify the  Purchaser  that any such  substitution  of  liability  or  assumption  agreement  has been  completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption  agreement,  which document shall be added
to the related  Mortgage File and shall,  for all purposes,  be considered a part of such Mortgage File to the same extent as all other
documents  and  instruments  constituting  a part  thereof.  All fees  collected  by the Company for  entering  into an  assumption  or
substitution of liability agreement shall belong to the Company.

         Notwithstanding  the foregoing  paragraphs of this Section or any other provision of this Agreement,  the Company shall not be
deemed to be in default,  breach or any other violation of its obligations  hereunder by reason of any assumption of a Mortgage Loan by
operation  of law or any  assumption  which the  Company may be  restricted  by law from  preventing,  for any reason  whatsoever.  For
purposes of this  Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property  subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02      Satisfaction of Mortgages and Release of Mortgage Files.

         Upon the payment in full of any Mortgage  Loan, or the receipt by the Company of a  notification  that payment in full will be
escrowed in a manner  customary  for such  purposes,  the Company  will  immediately  notify the  Purchaser by a  certification,  which
certification  shall  include a statement  to the effect that all amounts  received or to be received in  connection  with such payment
which are  required  to be  deposited  in the  Custodial  Account  pursuant  to Section  4.04 have been or will be so  deposited,  of a
Servicing  Officer and shall request  delivery to it of the portion of the Mortgage File held by the Purchaser.  The Purchaser shall no
later than five Business  Days after receipt of such  certification  and request,  release or cause to be released to the Company,  the
related  Mortgage  Loan  Documents  and, upon its receipt of such  documents,  the Company  shall  promptly  prepare and deliver to the
Purchaser the requisite  satisfaction  or release.  No later than five (5) Business Days following its receipt of such  satisfaction or
release,  the Purchaser shall deliver,  or cause to be delivered,  to the Company the release or satisfaction  properly executed by the
owner of record of the  applicable  mortgage  or its duly  appointed  attorney in fact.  No expense  incurred  in  connection  with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.

         In the event the  Company  satisfies  or  releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured by the  Mortgage  or should it  otherwise  prejudice  any right the  Purchaser  may have under the  mortgage  instruments,  the
Company,  upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding  principal balance of the
related  Mortgage  Loan by deposit  thereof in the  Custodial  Account.  The Company  shall  maintain the Fidelity  Bond and errors and
omissions  insurance  insuring  the  Company  against  any loss it may sustain  with  respect to any  Mortgage  Loan not  satisfied  in
accordance with the procedures set forth herein.

         From time to time and as  appropriate  for the servicing or  foreclosure  of the Mortgage  Loan,  including for the purpose of
collection  under any Primary  Mortgage  Insurance  Policy,  the  Purchaser  shall,  upon  request of the  Company and  delivery to the
Purchaser of a servicing receipt signed by a Servicing  Officer,  release the portion of the Mortgage File held by the Purchaser to the
Company.  Such  servicing  receipt shall obligate the Company to return the related  Mortgage  documents to the Purchaser when the need
therefor by the Company no longer exists,  unless the Mortgage Loan has been  liquidated and the Liquidation  Proceeds  relating to the
Mortgage  Loan have been  deposited in the Custodial  Account or the Mortgage File or such document has been  delivered to an attorney,
or to a public  trustee or other  public  official as required by law,  for purposes of  initiating  or pursuing  legal action or other
proceedings for the foreclosure of the Mortgaged  Property either  judicially or  non-judicially,  and the Company has delivered to the
Purchaser a  certificate  of a Servicing  Officer  certifying  as to the name and address of the Person to which such  Mortgage File or
such  document was  delivered  and the purpose or purposes of such  delivery.  Upon  receipt of a  certificate  of a Servicing  Officer
stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.

         Section 6.03      Servicing Compensation.

         As  compensation  for its services  hereunder,  the Company shall be entitled to withdraw  from the Custodial  Account (to the
extent of interest payments  collected on the Mortgage Loans) or to retain from interest payments  collected on the Mortgage Loans, the
amounts  provided for as the Company's  Servicing Fee, subject to payment of compensating  interest on Principal  Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii).  Additional  servicing  compensation  in the form of assumption  fees, as provided
in Section 6.01, and late payment  charges or otherwise  shall be retained by the Company to the extent not required to be deposited in
the Custodial  Account.  No Servicing Fee shall be payable in connection with partial Monthly  Payments.  The Company shall be required
to pay all expenses  incurred by it in connection with its servicing  activities  hereunder and shall not be entitled to  reimbursement
therefor except as specifically provided for.

         Section 6.04      Annual Statement as to Compliance.

         The Company will deliver to the Purchaser,  to any master servicer which is master  servicing any of the Mortgage Loans (each,
a "Master  Servicer") and to any entity which is the depositor of the Mortgage  Loans (each, a "Depositor")  not later than March 14 of
each calendar year,  beginning in March 2004 and with respect to any calendar year during which the  Depositor's  annual report on Form
10-K is required to be filed in accordance  with the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and the rules
and  regulations  of the  Securities  and  Exchange  Commission  (the  "Commission"),  15  calendar  days  before the date on which the
Depositor's  annual report on Form 10-K is required to be filed in accordance  with the Exchange Act and the rules and  regulations  of
the  Commission  (or,  in each  case,  if such day is not a Business  Day,  the  immediately  preceding  Business  Day),  an  Officer's
Certificate  stating,  as to each signatory  thereof,  that (i) a review of the activities of the Company during the preceding year and
of performance  under this Agreement has been made under such officers'  supervision and (ii) to the best of such officer's  knowledge,
based on such review,  the Company has fulfilled all of its  obligations  under this Agreement  throughout  such year, or, if there has
been a default in the  fulfillment  of any such  obligation,  specifying  each such  default  known to such  officer and the nature and
status thereof (each such Officer's Certificate, an "Annual Statement of Compliance").

         For so long as the Mortgage Loans are being master serviced by the Master  Servicer,  not later than March 14 of each calendar
year,  beginning in March 2004,  and with  respect to any calendar  year during  which the  Depositor's  annual  report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and  regulations of the Commission,  15 calendar days before the
date on which the  Depositor's  annual  report on Form 10-K is required to be filed in  accordance  with the Exchange Act and the rules
and  regulations of the Commission (or, in each case, if such day is not a Business Day, the  immediately  preceding  Business Day), or
at any other time upon thirty (30) days  written  request,  an officer of the Company  shall  execute and deliver a separate  Officer's
Certificate to each of the Master  Servicer and to the Depositor for the benefit of such Master  Servicer or Depositor,  as applicable,
and its officers, directors and affiliates, certifying as to the following matters:

(i)      Based on my knowledge,  the information in the Annual Statement as to Compliance,  the Annual Independent Public  Accountant's
                  Report (defined below) and all servicing reports,  officer's  certificates and other information relating to
                  the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole,  does not contain any
                  untrue  statement of a material fact or omit to state a material fact necessary to make the statements made,
                  in light of the  circumstances  under which such statements were made, not misleading as of the date of this
                  certification;

(ii)     The  servicing  information  required to be provided to the Master  Servicer,  the  Depositor and the Purchaser by the Company
                  under this Agreement has been provided to the Master Servicer;

(iii)    I am  responsible  for  reviewing  the  activities  performed by the Company  under this  Agreement  and based upon the review
                  required by this Agreement,  and except as disclosed in the Annual  Statement as to Compliance or the Annual
                  Independent Public Accountant's Report submitted to the Master Servicer,  the Company has, as of the date of
                  this certification fulfilled its obligations under this Agreement; and

(iv)     I have disclosed to the Master Servicer all  significant  deficiencies  relating to the Company's  compliance with the minimum
                  servicing  standards in accordance with a review conducted in compliance with the Uniform Single Attestation
                  Program for Mortgage Bankers or similar standard as set forth in this Section 6.04.

         Section 6.05      Annual Independent Certified Public Accountants' Servicing Report.

         Not later than March 14 of each  calendar  year,  beginning in March 2004 and with  respect to any calendar  year during which
the  Depositor's  annual report on Form 10-K is required to be filed in accordance  with the Exchange Act and the rules and regulations
of the  Commission,  15 calendar  days before the date on which the  Depositor's  annual report on Form 10-K is required to be filed in
accordance  with the Exchange Act and the rules and  regulations  of the  Commission  (or, in each case,  if such day is not a Business
Day, the immediately  preceding  Business Day), the Company at its expense shall cause a firm of independent  public accountants (which
may also render other services to the Company) which is a member of the American  Institute of Certified Public  Accountants to furnish
a statement  (each, an "Annual  Independent  Public  Accountant's  Report") to the Master Servicer and the Purchaser or its designee to
the effect that such firm has examined  certain  documents  and records  relating to the  servicing  of the Mortgage  Loans or of loans
under a pooling and servicing agreements  (including the related Mortgage Loans)  substantially  similar one to another (such statement
to have  attached  thereto a schedule  setting forth the pooling and servicing  agreements  covered  thereby) and that, on the basis of
such examination  conducted  substantially in compliance with the Uniform Single  Attestation  Program for Mortgage Bankers,  such firm
confirms that such servicing has been conducted in compliance with such pooling and servicing  agreements  except for such  significant
exceptions  or errors in records  that,  in the opinion of such firm,  the Uniform  Single  Attestation  Program for  Mortgage  Bankers
requires it to report.

         Section 6.06      Purchaser's Right to Examine Company Records.

         The Purchaser  shall have the right to examine and audit upon  reasonable  notice to the Company,  during business hours or at
such other times as might be reasonable  under  applicable  circumstances,  any and all of the books,  records,  documentation or other
information  of the Company,  or held by another for the Company or on its behalf or  otherwise,  which relates to the  performance  or
observance by the Company of the terms, covenants or conditions of this Agreement.

         The  Company  shall  provide  to the  Purchaser  and any  supervisory  agents or  examiners  representing  a state or  federal
governmental agency having jurisdiction over the Purchaser,  including but not limited to OTS, FDIC and other similar entities,  access
to any  documentation  regarding  the  Mortgage  Loans in the  possession  of the  Company  which  may be  required  by any  applicable
regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during normal business hours and at the offices
of the Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.

         Section 6.07               Indemnification regarding Section 6.04 and Section 6.05.

         The Company shall  indemnify  and hold harmless the Master  Servicer,  the  Depositor,  the  Purchaser,  and their  respective
officers,  directors,  agents and affiliates,  and such affiliates'  officers,  directors and agents (any such person,  an "Indemnified
Party") from and against any losses, damages,  penalties,  fines,  forfeitures,  reasonable legal fees and related costs, judgments and
other costs and expenses arising out of or based upon a breach by the Company or any of its officers,  directors,  agents or affiliates
of its  obligations  under this letter  agreement,  or the  negligence,  bad faith or willful  misconduct  of the Company in connection
therewith.  If the  indemnification  provided for herein is unavailable or insufficient to hold harmless any  Indemnified  Party,  then
the  Company  agrees  that it shall  contribute  to the amount  paid or payable by such  Indemnified  Party as a result of the  losses,
claims,  damages or liabilities of such  Indemnified  Party in such  proportion as is appropriate to reflect the relative fault of such
Indemnified  Party on the one hand and the Company in the other in  connection  with a breach of the Company's  obligations  under this
letter agreement, or the Company's negligence, bad faith or willful misconduct in connection therewith.


                                                              ARTICLE VII

                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01      Company Shall Provide Information as Reasonably Required.

         The Company  shall  furnish to the Purchaser  during the term of this  Agreement,  such  periodic,  special or other  reports,
information or documentation,  whether or not provided for herein,  as shall be necessary,  reasonable or appropriate in respect to the
Purchaser,  or otherwise in respect to the Mortgage  Loans and the  performance  of the Company  under this  Agreement,  including  any
reports,  information  or  documentation  reasonably  required to comply  with any  regulations  regarding  any  supervisory  agents or
examiners of the Purchaser all such reports or information  to be as provided by and in accordance  with such  applicable  instructions
and  directions as the Purchaser may  reasonably  request in relation to this  Agreement or the  performance  of the Company under this
Agreement.  The Company  agrees to execute and deliver all such  instruments  and take all such action as the  Purchaser,  from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

         In  connection  with  marketing the Mortgage  Loans,  the Purchaser  may make  available to a  prospective  purchaser  audited
financial  statements of the Company for the most recently  completed two (2) fiscal years for which such statements are available,  as
well as a  Consolidated  Statement of Condition at the end of the last two (2) fiscal years  covered by any  Consolidated  Statement of
Operations.  If it has not already done so, the Company shall furnish  promptly to the Purchaser or a prospective  purchaser  copies of
the statements specified above.

         The Company  shall make  reasonably  available to the  Purchaser or any  prospective  Purchaser a  knowledgeable  financial or
accounting officer for the purpose of answering  questions and to permit any prospective  purchaser to inspect the Company's  servicing
facilities for the purpose of satisfying such  prospective  purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.


                                                             ARTICLE VIII

                                                             THE SERVICER

         Section 8.01      Indemnification; Third Party Claims.

         The Company agrees to indemnify the Purchaser and hold it harmless  against any and all claims,  losses,  damages,  penalties,
fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties,  obligations,  covenants,  and  agreements  to service
the Mortgage Loans in strict  compliance  with the terms of this  Agreement.  The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties,  fines, forfeitures,  legal fees and related costs, judgments, and any
other costs,  fees and expenses  that the Purchaser  may sustain in any way related to the breach of a  representation  or warranty set
forth in Sections  3.01 or 3.02 of this  Agreement.  The Company shall  immediately  notify the Purchaser if a claim is made by a third
party against Company with respect to this Agreement or the Mortgage  Loans,  assume (with the consent of the Purchaser) the defense of
any such claim and pay all expenses in connection  therewith,  including  counsel  fees,  whether or not such claim is settled prior to
judgment,  and promptly pay,  discharge and satisfy any judgment or decree which may be entered  against it or the Purchaser in respect
of such claim.  The Company  shall follow any written  instructions  received from the  Purchaser in  connection  with such claim.  The
Purchaser shall promptly  reimburse the Company for all amounts advanced by it pursuant to the two preceding  sentences except when the
claim  relates to the  failure of the Company to service and  administer  the  Mortgages  in strict  compliance  with the terms of this
Agreement,  the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence,  bad faith or willful
misconduct of Company. The provisions of this Section 8.01 shall survive termination of this Agreement.

         Section 8.02      Merger or Consolidation of the Company.

         The Company will keep in full effect its  existence,  rights and  franchises as a  corporation  under the laws of the state of
its incorporation  except as permitted herein,  and will obtain and preserve its qualification to do business as a foreign  corporation
in each  jurisdiction  in which such  qualification  is or shall be  necessary  to protect  the  validity  and  enforceability  of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.

         Any Person into which the Company may be merged or consolidated,  or any corporation resulting from any merger,  conversion or
consolidation  to which the Company shall be a party,  or any Person  succeeding to the business of the Company  whether or not related
to loan  servicing,  shall be the successor of the Company  hereunder,  without the execution or filing of any paper or any further act
on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however, that the successor or
surviving  Person  shall be an  institution  (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved  mortgagee whose primary  business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.

         Section 8.03      Limitation on Liability of the Company and Others.

         Neither  the  Company  nor any of the  officers,  employees  or agents of the  Company  shall be under  any  liability  to the
Purchaser  for any action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for
errors in  judgment  made in good  faith;  provided,  however,  that this  provision  shall not  protect the Company or any such person
against any breach of warranties or  representations  made herein,  or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement,  or any liability which would otherwise be imposed by reason of negligence,  bad faith or
willful  misconduct,  or any breach of the terms and conditions of this  Agreement.  The Company and any officer,  employee or agent of
the  Company  may rely in good faith on any  document  of any kind  prima  facie  properly  executed  and  submitted  by the  Purchaser
respecting any matters  arising  hereunder.  The Company shall not be under any obligation to appear in,  prosecute or defend any legal
action  which is not  incidental  to its duties to service  the  Mortgage  Loans in  accordance  with this  Agreement  and which in its
reasonable  opinion may involve it in any expenses or  liability;  provided,  however,  that the Company  may,  with the consent of the
Purchaser,  undertake any such action which it may deem  necessary or desirable in respect to this  Agreement and the rights and duties
of the parties hereto.  In such event,  the reasonable  legal expenses and costs of such action and any liability  resulting  therefrom
shall be expenses,  costs and  liabilities  for which the Purchaser will be liable,  and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.

         Section 8.04      Company Not to Assign or Resign.

         The Company shall not assign this  Agreement or resign from the  obligations  and duties hereby imposed on it except by mutual
consent  of the  Company  and the  Purchaser  or upon the  determination  that its duties  hereunder  are no longer  permissible  under
applicable law and such incapacity  cannot be cured by the Company.  Any such  determination  permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect  delivered to the  Purchaser  which  Opinion of Counsel shall be in form and
substance  acceptable to the Purchaser.  No such resignation  shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.

         Section 8.05      No Transfer of Servicing.

         With respect to the  retention of the Company to service the  Mortgage  Loans  hereunder,  the Company  acknowledges  that the
Purchaser has acted in reliance upon the Company's  independent  status,  the adequacy of its servicing  facilities,  plan,  personnel,
records and  procedures,  its integrity,  reputation and financial  standing and the continuance  thereof.  Without in any way limiting
the generality of this Section,  the Company shall not either assign this  Agreement or the servicing  hereunder or delegate its rights
or duties  hereunder  or any portion  thereof,  or sell or  otherwise  dispose of all or  substantially  all of its property or assets,
without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion.

         Without in any way  limiting  the  generality  of this Section  8.05,  in the event that the Company  either shall assign this
Agreement or the servicing  responsibilities  hereunder or delegate its duties  hereunder or any portion thereof without (i) satisfying
the  requirements  set forth herein or (ii) the prior written  consent of the  Purchaser,  then the  Purchaser  shall have the right to
terminate  this  Agreement,  without any payment of any penalty or damages and without any liability  whatsoever to the Company  (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.



                                                              ARTICLE IX

                                                                DEFAULT

         Section 9.01      Events of Default.

         In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:

         (i) any failure by the Company to remit to the  Purchaser  any payment  required to be made under the terms of this  Agreement
which continues unremedied for a period of one (1) Business Day; or

         (ii)  failure on the part of the Company  duly to observe or perform in any  material  respect any other of the  covenants  or
agreements on the part of the Company set forth in this  Agreement  which  continues  unremedied for a period of thirty (30) days after
the date on which  written  notice of such  failure,  requiring  the same to be  remedied,  shall have been given to the Company by the
Purchaser; or

         (iii) a decree  or  order  of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
conservator or receiver or liquidator in any insolvency,  bankruptcy,  readjustment  of debt,  marshalling of assets and liabilities or
similar proceedings,  or for the winding-up or liquidation of its affairs,  shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or

         (iv) the Company shall consent to the  appointment of a conservator or receiver or liquidator in any  insolvency,  bankruptcy,
readjustment of debt,  marshalling of assets and liabilities or similar  proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or

         (v) the Company  shall admit in writing its  inability to pay its debts  generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization  statute, make an assignment for the benefit of its creditors,  or voluntarily
suspend payment of its obligations; or

         (vi) Company  ceases to be approved by either  Fannie Mae or FHLMC as a mortgage  loan seller or servicer for more than thirty
days; or

         (vii) the Company  attempts to assign its right to  servicing  compensation  hereunder  or the Company  attempts,  without the
consent of the  Purchaser,  to sell or  otherwise  dispose of all or  substantially  all of its  property  or assets or to assign  this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or

         (viii) the Company ceases to be (a) licensed to service first lien  residential  mortgage loans in any  jurisdiction  in which
a Mortgaged  Property is located and such licensing is required,  and (b) qualified to transact  business in any jurisdiction  where it
is currently so qualified,  but only to the extent such  non-qualification  materially and adversely  affects the Company's  ability to
perform its obligations hereunder;

(ix)     the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02; or

         (x)      the Company fails to duly perform,  within the required time period,  its  obligations  under either  Section 6.04 or
Section  6.05,  which failure  continues  unremedied  for a period of thirty (30) days after the date on which  written  notice of such
failure,  requiring  the same to be remedied,  shall have been given to the Company by the  Depositor,  the  Purchaser or by any Master
Servicer.

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in  writing to the  Company  (except in the case of an Event of  Default  under  clauses  (iii),  (iv),  or (v) above,  in which  case,
automatically and without notice, or under clause (x) above, in which case,  automatically and without  additional notice) Company may,
in  addition  to  whatever  rights  the  Purchaser  may have under  Sections  3.03,  6.07 and 8.01 and at law or equity or to  damages,
including  injunctive  relief and specific  performance,  terminate all the rights and  obligations of the Company under this Agreement
and in and to the Mortgage Loans and the proceeds  thereof  without  compensating  the Company for the same. On or after the receipt by
the Company of such written  notice (or, in the case of an Event of Default  under  clauses  (iii),  (iv) or (v) above,  in which case,
automatically  and without  notice,  or under  clause (x) above,  in which case,  automatically  and without  additional  notice),  all
authority and power of the Company under this  Agreement,  whether with respect to the Mortgage  Loans or otherwise,  shall pass to and
be vested in the successor  appointed  pursuant to Section 11.01.  Upon written request from the Purchaser,  the Company shall prepare,
execute and deliver,  any and all documents and other instruments,  place in such successor's  possession all Mortgage Files, and do or
accomplish  all other acts or things  necessary  or  appropriate  to effect the  purposes  of such  notice of  termination,  whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and related  documents,  or otherwise,  at the Company's sole
expense.  The Company  agrees to cooperate  with the  Purchaser  and such  successor  in effecting  the  termination  of the  Company's
responsibilities and rights hereunder,  including,  without limitation,  the transfer to such successor for administration by it of all
cash amounts  which shall at the time be credited by the Company to the  Custodial  Account or Escrow  Account or  thereafter  received
with respect to the Mortgage Loans or any REO Property.

         Section 9.02      Waiver of Defaults.

         The Purchaser may waive only by written  notice any default by the Company in the  performance  of its  obligations  hereunder
and its  consequences.  Upon any such waiver of a past  default,  such default shall cease to exist,  and any Event of Default  arising
therefrom  shall be deemed to have been remedied for every  purpose of this  Agreement.  No such waiver shall extend to any  subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.


                                                               ARTICLE X

                                                              TERMINATION

         Section 10.01     Termination.

         The respective  obligations  and  responsibilities  of the Company shall terminate upon: (i) the later of the final payment or
other  liquidation  (or any advance with respect  thereto) of the last Mortgage Loan and the  disposition of all remaining REO Property
and the  remittance  of all funds due  hereunder;  or (ii) by mutual  consent of the Company  and the  Purchaser  in writing;  or (iii)
termination with cause under the terms of this Agreement.

         Section 10.02     Termination Without Cause.

         The Purchaser may, at its sole option,  terminate any rights the Company may have hereunder,  without cause, upon no less than
90 days written  notice.  Any such notice of termination  shall be in writing and delivered to the Company as provided in Section 11.05
of this Agreement.  In the event of such termination,  the Purchaser agrees to pay, as liquidated  damages,  a sum equal to two percent
(2%) of the aggregate unpaid principal balance of the Mortgage Loans.


                                                              ARTICLE XI

                                                       MISCELLANEOUS PROVISIONS

         Section 11.01     Successor to the Company.

         Prior to termination of Company's  responsibilities  and duties under this Agreement  pursuant to Sections 4.13,  8.04,  9.01,
10.01  (ii) or (iii),  the  Purchaser  shall (i)  succeed  to and  assume all of the  Company's  responsibilities,  rights,  duties and
obligations  under this Agreement,  or (ii) appoint a successor having the  characteristics  set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the  responsibilities,  duties and  liabilities of the Company under this Agreement prior
to the termination of Company's  responsibilities,  duties and liabilities  under this Agreement.  In connection with such  appointment
and assumption,  the Purchaser may make such  arrangements  for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor  shall agree. In the event that the Company's  duties,  responsibilities  and  liabilities  under this
Agreement should be terminated pursuant to the aforementioned  Sections,  the Company shall discharge such duties and  responsibilities
during the period from the date it acquires  knowledge of such  termination  until the  effective  date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this  Agreement,  and shall take no action  whatsoever that might impair
or  prejudice  the  rights  or  financial  condition  of  its  successor.  The  resignation  or  removal  of  Company  pursuant  to the
aforementioned  Sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this Section and shall in no
event  relieve the Company of the  representations  and  warranties  made  pursuant to Sections  3.01,  3.02 and 3.03 and the  remedies
available to the Purchaser  thereunder  and under Section 8.01,  it being  understood  and agreed that the  provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company  notwithstanding  any such  resignation or termination of the Company,  or
the termination of this Agreement.

         Any  successor  appointed as provided  herein shall  execute,  acknowledge  and deliver to the Company and to the Purchaser an
instrument  accepting  such  appointment,  whereupon  such  successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations  and liabilities of the Company,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Company or this  Agreement  pursuant to Section 4.13,  8.04,  9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.

         The Company  shall  promptly  deliver to the  successor  the funds in the  Custodial  Account  and the Escrow  Account and the
Mortgage  Files and related  documents and  statements  held by it hereunder  and the Company shall account for all funds.  The Company
shall execute and deliver such  instruments  and do such other things all as may  reasonably  be required to more fully and  definitely
vest and confirm in the successor all such rights,  powers, duties,  responsibilities,  obligations and liabilities of the Company. The
successor shall make  arrangements as it may deem  appropriate to reimburse the Company for  unrecovered  Servicing  Advances which the
successor  retains  hereunder  and which would  otherwise  have been  recovered by the Company  pursuant to this  Agreement but for the
appointment of the successor servicer.

         Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.

         Section 11.02     Amendment.

         This  Agreement may be amended from time to time by the Company and the Purchaser by written  agreement  signed by the Company
and the Purchaser.

         Section 11.03     Recordation of Agreement.

         To the extent  permitted by applicable  law, this Agreement is subject to recordation  in all  appropriate  public offices for
real property  records in all the counties or other comparable  jurisdictions  in which any of the properties  subject to the Mortgages
are situated,  and in any other  appropriate  public recording  office or elsewhere,  such recordation to be effected by the Company at
the  Company's  expense on  direction  of the  Purchaser  accompanied  by an opinion  of  counsel to the effect  that such  recordation
materially and beneficially  affects the interest of the Purchaser or is necessary for the  administration or servicing of the Mortgage
Loans.

         Section 11.04     Governing Law.

         This  Agreement  shall be governed by and construed in accordance  with the laws of the State of New York except to the extent
preempted by Federal law. The  obligations,  rights and remedies of the parties  hereunder  shall be determined in accordance with such
laws.

         Section 11.05     Notices.

         Any  demands,  notices or other  communications  permitted  or  required  hereunder  shall be in  writing  and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or certified  mail,  return receipt  requested,  or transmitted by telex,  telegraph or telecopier and confirmed by a similar
mailed writing, as follows:

         (i)      if to the Company:

                  US Bank, NA
                  1550 East 79th Street
                  Bloomington, MN 55425
                  Attn:  Cheikh Faye
                  (952) 851-8269

                  With a copy to:

                  US Bank, NA
                  4801 Frederica Street
                  Owensboro, KY 42303
                  Attn:  Robert Smiley
                  (270) 689-7271

         (ii) if to the Purchaser:

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II,
                  909 Hidden Ridge Drive, Suite 200
                  Irving, Texas 75038
                  Attention:  Ms. Ralene Ruyle
                  Telecopier No.:  (972) 444-2880

                  With a copy to:

                  Bear Stearns Mortgage Capital Corporation
                  383 Madison Avenue
                  New York, New York 10179
                  Attention:  Baron Silverstein

or such other  address as may  hereafter  be furnished to the other party by like  notice.  Any such  demand,  notice or  communication
hereunder  shall be deemed to have been received on the date  delivered to or received at the premises of the addressee (as  evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).

         Section 11.06     Severability of Provisions.

         Any  part,  provision,  representation  or  warranty  of this  Agreement  which is  prohibited  or which is held to be void or
unenforceable  shall be  ineffective  to the  extent  of such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof. Any part,  provision,  representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction  shall be ineffective,  as to such  jurisdiction,  to the extent of such prohibition or
unenforceability  without  invalidating  the  remaining  provisions  hereof,  and  any  such  prohibition  or  unenforceability  in any
jurisdiction  as to any Mortgage Loan shall not invalidate or render  unenforceable  such provision in any other  jurisdiction.  To the
extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or  unenforceable  any
provision  hereof.  If the invalidity of any part,  provision,  representation or warranty of this Agreement shall deprive any party of
the economic  benefit intended to be conferred by this Agreement,  the parties shall  negotiate,  in good faith, to develop a structure
the  economic  effect of which is  nearly  as  possible  the same as the  economic  effect  of this  Agreement  without  regard to such
invalidity.

         Section 11.07     Exhibits.

         The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

         Section 11.08     General Interpretive Principles.

         For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

         (i)               the terms defined in this  Agreement  have the meanings  assigned to them in this  Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

         (ii)     accounting  terms not  otherwise  defined  herein have the meanings  assigned to them in  accordance  with  generally
accepted accounting principles;

         (iii)    references herein to "Articles", "Sections", Subsections",  "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

         (iv)     a reference to a Subsection  without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

         (v)      the words "herein",  "hereof ",  "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;

         (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration; and

         (viii)   headings of the Articles and Sections in this  Agreement are for  reference  purposes only and shall not be deemed to
have any substantive effect.

         Section 11.09     Reproduction of Documents.

         This Agreement and all documents relating thereto,  including,  without  limitation,  (i) consents,  waivers and modifications
which may hereafter be executed,  (ii) documents  received by any party at the closing,  and (iii) financial  statements,  certificates
and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,  micro-card,
miniature  photographic or other similar process.  The parties agree that any such reproduction  shall be admissible in evidence as the
original  itself in any judicial or  administrative  proceeding,  whether or not the  original is in existence  and whether or not such
reproduction  was made by a party in the regular course of business,  and that any  enlargement,  facsimile or further  reproduction of
such reproduction shall likewise be admissible in evidence.

         Section 11.10     Confidentiality of Information.

         Each party recognizes  that, in connection with this Agreement,  it may become privy to non-public  information  regarding the
financial condition,  operations and prospects of the other party. Each party agrees to keep all non-public  information  regarding the
other party  strictly  confidential,  and to use all such  information  solely in order to  effectuate  the  purpose of the  Agreement,
provided that each party may provide  confidential  information  to its  employees,  agents and affiliates who have a need to know such
information in order to effectuate the transaction,  provided  further that such  information is identified as confidential  non-public
information.  In addition,  confidential  information may be provided to a regulatory  authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.

         Section 11.11     Recordation of Assignments of Mortgage.

         To the extent  permitted by applicable  law, each of the  Assignments  is subject to  recordation  in all  appropriate  public
offices  for real  property  records  in all the  counties  or other  comparable  jurisdictions  in which  any or all of the  Mortgaged
Properties are situated,  and in any other appropriate public recording office or elsewhere,  such recordation to be effected by and at
the Company's  expense in the event  recordation  is either  necessary  under  applicable law or requested by the Purchaser at its sole
option.

         Section 11.12     Assignment by Purchaser.

     The Purchaser shall have the right subject to Section 2.06 of this Agreement, without the consent of the Company, to assign, in
     whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person
     to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement substantially in the form
     of Exhibit D hereto and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with
     respect to such Mortgage Loans.  In no event shall Purchaser sell a partial interest in any Mortgage Loan without the written
     consent of Company, which consent shall not be unreasonably denied.  All references to the Purchaser in this Agreement shall be
     deemed to include its assignee or designee.

         Section 11.13     No Partnership.

         Nothing herein contained shall be deemed or construed to create a  co-partnership  or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.

         Section 11.14     Execution: Successors and Assigns.

         This  Agreement may be executed in one or more  counterparts  and by the different  parties  hereto on separate  counterparts,
each of which, when so executed,  shall be deemed to be an original;  such  counterparts,  together,  shall constitute one and the same
agreement.  Subject to Section  8.04,  this  Agreement  shall inure to the benefit of and be binding upon the Company and the Purchaser
and their respective successors and assigns.

         Section 11.15     Entire Agreement.

         The Company  acknowledges that no representations,  agreements or promises were made to the Company by the Purchaser or any of
its employees other than those  representations,  agreements or promises  specifically  contained herein and in the  Confirmation.  The
Confirmation  and this  Agreement  sets forth the entire  understanding  between  the  parties  hereto;  provided,  however,  only this
Agreement shall be binding upon all successors of both parties.  In the event of any  inconsistency  between the  Confirmation and this
Agreement, this Agreement shall control.

         Section 11.16.  No Solicitation.

         From and after the  Closing  Date,  the  Company  agrees  that it will not take any action or permit or cause any action to be
taken by any of its agents or  affiliates,  to  personally,  by telephone or mail,  solicit the borrower or obligor  under any Mortgage
Loan to refinance the Mortgage  Loan, in whole or in part,  without the prior written  consent of the  Purchaser.  Notwithstanding  the
foregoing,  it is  understood  and agreed that (i)  promotions  undertaken  by the Company or any  affiliate  of the Company  which are
directed to the general public at large, or segments  thereof,  provided that no segment shall consist primarily of the Mortgage Loans,
including,  without  limitation,  mass  mailing  based  on  commercially  acquired  mailing  lists,  newspaper,  radio  and  television
advertisements  and (ii)  responses  to  unsolicited  requests or inquiries  made by a Mortgagor or an agent of a Mortgagor,  shall not
constitute  solicitation  under this  Section  11.16.  This  Section  11.16 shall not be deemed to  preclude  the Company or any of its
affiliates  from  soliciting  any  Mortgagor  for any other  financial  products  or  services.  From and after the Closing  Date,  the
Purchaser  agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates,  or by
any independent  contractors on the Purchaser's  behalf, to personally by telephone or mail,  solicit the borrower or obligor under any
Mortgage Loan to refinance  the Mortgage  Loan, in whole or in part,  without the prior written  consent of the Company,.  In addition,
the Purchaser or any of its affiliates  shall not solicit any Mortgagor for any other financial  products or services.  Notwithstanding
the  foregoing,  it is understood and agreed that (i)  promotions  undertaken by the Purchaser or any affiliate of the Purchaser  which
are directed to the general  public at large,  or segments  thereof,  provided that no segment shall consist  primarily of the Mortgage
Loans,  including,  without  limitation,  mass mailing based on commercially  acquired mailing lists,  newspaper,  radio and television
advertisements  and (ii)  responses  to  unsolicited  requests or inquiries  made by a Mortgagor or an agent of a Mortgagor,  shall not
constitute  solicitation  under this  Section  11.16 The  Company  shall use its best  efforts  to prevent  the sale of the name of any
Mortgagor to any Person who is not affiliate of the Company.

         Section 11.17.  Closing.

         The closing for the purchase and sale of the Mortgage  Loans shall take place on the related  Closing Date.  The closing shall
be either:  by  telephone,  confirmed  by letter or wire as the parties  shall  agree,  or  conducted  in person,  at such place as the
parties shall agree.

         The closing for the  Mortgage  Loans to be purchased  on the related  Closing  Date shall be subject to each of the  following
conditions:

         (a)      at least one (1)  Business  Day prior to the related  Closing  Date,  the Company  shall  deliver to the  Purchaser a
magnetic  diskette,  or transmit by modem, a listing on a loan-level  basis of the information  contained in the related  Mortgage Loan
Schedule attached as Exhibit I to this Agreement;

         (b)      all of the  representations  and warranties of the Company under this Agreement  shall be materially true and correct
as of the related  Closing  Date and no event  shall have  occurred  which,  with notice or the  passage of time,  would  constitute  a
material default under this Agreement;

         (c)      the  Purchaser  shall have  received,  or the  Purchaser's  attorneys  shall have  received in escrow,  all documents
required  pursuant to this  Agreement,  an opinion of counsel and an  officer's  certificate,  all in such forms as are agreed upon and
acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof;

         (d)      the Company shall have  delivered and released to the Purchaser (or its designee) on or prior to the related  Closing
Date all documents required pursuant to the terms of this Agreement; and

         (e)      all other terms and conditions of this Agreement and the Confirmation shall have been materially complied with.

         Subject to the foregoing  conditions,  the Purchaser  shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued  interest  pursuant to Section 2.02 of this  Agreement,  by wire transfer of  immediately  available  funds to the account
designated by the Company.

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)       one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or  more  trusts  or  other  entities  to be  formed  as  part of one or more  pass-through  transfers  (each,  a
"Pass-Through Transfer").

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set  forth  in  this  Agreement  as of the  settlement  or  closing  date  in  connection  with  such
Reconstitution  (each, a  "Reconstitution  Date").  In that  connection,  the Company shall provide to such servicer or issuer,  as the
case  may be,  and any  other  participants  in such  Reconstitution:  (i) any  and  all  information  (including  servicing  portfolio
information)  and  appropriate  verification  of  information  (including  servicing  portfolio  information)  which may be  reasonably
available  to the  Company,  whether  through  letters of its auditors  and counsel or  otherwise,  as the  Purchaser or any such other
participant  shall request upon  reasonable  demand;  and (ii) such  additional  representations,  warranties,  covenants,  opinions of
counsel,  letters from auditors,  and certificates of public officials or officers of the Company as are reasonably  agreed upon by the
Company and the  Purchaser  or any such other  participant.  In  connection  with each  Pass-Through  Transfer,  the Company  agrees to
provide  reasonable  and customary  indemnification  to the  Purchaser  and its  affiliates  for  disclosure  contained in any offering
document  relating to the Company or its  affiliates,  the Mortgage Loans and the  underwriting  standards of the Mortgage  Loans.  The
Purchaser shall be responsible for the costs relating to the delivery of such information.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this Agreement, and with respect thereto this Agreement shall remain in full force and effect.

         Section 11.18.    Third Party Beneficiary.

         Any Master  Servicer  shall be  considered a third party  beneficiary  to this  Agreement and any  Reconstitution  Agreements,
entitled to all the rights and benefits  accruing to any Master  Servicer herein as if it were a direct party to this Agreement or such
Reconstitution Agreements.




         IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names to be signed hereto by their  respective  officers
thereunto duly authorized as of the day and year first above written.

                                                     EMC MORTGAGE CORPORATION
                                                     Purchaser

                                                     By:______________________________
                                                     Name:
                                                     Title:

                                                     US BANK, NA
                                                     ompany

                                                     By: _____________________________
                                                     Name:
                                                     Title:




                                                              EXHIBIT A-1
                                                       CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage  Loan,  the Mortgage File shall  include each of the following  items,  which shall be available
for  inspection by the  Purchaser,  and which shall be retained by the Company in the  Servicing  File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

     If the Company chooses to use facsimile signatures to endorse Mortgage Notes, the Company must provide in an officer's
     certificate that the endorsement is valid and enforceable in the jurisdiction(s) in which the Mortgaged Properties are located
     and must retain in its corporate records the following specific documentation authorizing the use of facsimile signatures:  (i) a
     resolution from its board of directors authorizing specific officers to use facsimile signatures; stating that facsimile
     signatures will be a valid and binding act on the Company's part; and authorizing the Company's corporate secretary to certify
     the validity of the resolution, the names of the officers authorized to execute documents by using facsimile signatures, and the
     authenticity of specimen forms of facsimile signatures; (ii) the corporate secretary's certification of the authenticity and
     validity of the board of directors' resolution; and (iii) a notarized "certification of facsimile signature," which includes both
     the facsimile and the original signatures of the signing officer(s) and each officer's certification that the facsimile is a true
     and correct copy of his or her original signature.


         1. The original  Mortgage  Note endorsed  "Pay to the order of  ____________________________________________________,  without
recourse," and signed via original  signature in the name of the Company by an authorized  officer,  with all intervening  endorsements
showing a complete chain of title from the originator to the Company,  together with any  applicable  riders.  If the Mortgage Loan was
acquired by the Company in a merger,  the  endorsement  must be by "[Company],  successor by merger to the [name of  predecessor]".  If
the Mortgage Loan was acquired or  originated by the Company while doing  business  under  another  name,  the  endorsement  must be by
"[Company]  formerly  known as  [previous  name]".  Mortgage  Notes may be in the form of a lost note  affidavit  subject to  Purchaser
acceptability.

         2. The original Mortgage (together with a standard  adjustable rate mortgage rider) with evidence of recording  thereon,  or a
copy thereof  certified by the public  recording  office in which such mortgage has been recorded or, if the original  Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.

         3.     The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

         4.       The  original  Assignment,  from  the  Company  to  _____________________________________,   or  in  accordance  with
Purchaser's  instructions,  which assignment shall, but for any blanks requested by Purchaser,  be in form and substance acceptable for
recording.  If the Mortgage  Loan was acquired or originated by the Company while doing  business  under another name,  the  Assignment
must be by  "[Company]  formerly  known as  [previous  name]".  If the  Mortgage  Loan was  acquired  by the  Company in a merger,  the
endorsement  must be by  "[Company],  successor  by  merger  to the  [name  of  predecessor]".  None  of the  Assignments  are  blanket
assignments of mortgage.

         5.       The original policy of title insurance,  including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

         6.       Originals of all recorded  intervening  Assignments,  or copies thereof,  certified by the public recording office in
which such  Assignments  have been recorded  showing a complete  chain of title from the  originator  to the Company,  with evidence of
recording  thereon,  or a copy thereof  certified by the public  recording office in which such Assignment has been recorded or, if the
original  Assignment  has not been returned from the applicable  public  recording  office,  a true  certified  copy,  certified by the
Company.

         7.       Originals,  or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption,  extension,  modification,  written assurance or substitution  agreements,  if applicable,  or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

         8.       If the Mortgage Note or Mortgage or any other material document or instrument  relating to the Mortgage Loan has been
signed by a person on behalf of the  Mortgagor,  the  original or copy of power of attorney or other  instrument  that  authorized  and
empowered such person to sign bearing evidence that such instrument has been recorded,  if so required in the appropriate  jurisdiction
where the Mortgaged  Property is located,  or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original  instrument has not been returned from the applicable  public  recording  office,  a true certified  copy,
certified by the Company.

         9.       reserved.

Notwithstanding  anything to the contrary  herein,  Company may provide one certificate  for all of the Mortgage Loans  indicating that
the documents were delivered for recording.

EXHIBIT A-2
CONTENTS OF SERVICING FILE

With respect to each Mortgage Loan, the Servicing File may include each of the following items, and copies of the Mortgage
Loan Documents listed on Exhibit A-1, which shall be available for inspection by the Purchaser or delivered to the Purchaser or its
designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

1. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure
forms required by law.

2. Residential loan application.

3. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.

4. Credit report on the mortgagor.

5. Business credit report, if applicable.

6. Residential appraisal report and attachments thereto.

7. The original of any guarantee executed in connection with the Mortgage Note.

8. Verification of employment and income except for Mortgage Loans originated under a limited documentation program,
all in accordance with Company's underwriting guidelines.

9. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting
guidelines.

10. Photograph of the Mortgaged Property (may be part of appraisal).

11. Survey of the Mortgaged Property, if any.

12. Sales contract, if applicable.

13. If available, termite report, structural engineer's report, water portability and septic certification.

14. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

15. Name affidavit, if applicable.




                                                                   EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                         ______________, 2003

To:      [_______________________]
         (the "Depository")

         As "Company" under the Purchase,  Warranties and Servicing Agreement,  dated as of  [_____________________] 1, 2003 Adjustable
Rate Mortgage Loans (the  "Agreement"),  we hereby authorize and request you to establish an account,  as a Custodial  Account pursuant
to Section 4.04 of the Agreement, to be designated as  "[______________________________________],  in trust for the [Purchaser],  Owner
of  Adjustable  Rate  Mortgage  Loans".  All deposits in the account  shall be subject to  withdrawal  therefrom by order signed by the
Company.  This letter is submitted to you in duplicate.  Please execute and return one original to us.

                                                              [__________________________]

                                                           By:____________________________

                                                           Name:__________________________

                                                           Title:_________________________



         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  [__________],  at the office of the depository  indicated  above,  and agrees to honor  withdrawals on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                                     [___________________________]

                                                   By:____________________________

                                                   Name:__________________________

                                                   Title:_________________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT
                                                          _____________, 2003

To:      [_______________________]
         (the "Depository")

         As "Company"  under the Purchase  Warranties and Servicing  Agreement,  dated as of  [____________________]1,  2003 Adjustable
Rate Mortgage Loans (the  "Agreement"),  we hereby authorize and request you to establish an account,  as an Escrow Account pursuant to
Section 4.06 of the Agreement,  to be designated as  "[__________________________],  in trust for the [Purchaser],  Owner of Adjustable
Rate Mortgage  Loans,  and various  Mortgagors."  All deposits in the account shall be subject to withdrawal  therefrom by order signed
by the Company.  This letter is submitted to you in duplicate.  Please execute and return one original to us.

                                            [_____________________]

                                            By:____________________________
                                            Name:__________________________
                                            Title:_________________________


         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                                            [______________________]

                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________




                                                               EXHIBIT D

                                       FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of  __________, 200__,
among EMC Mortgage Corporation (the "Assignor"), ___________________ (the "Assignee"), and _______________________ (the "Company").

         In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor
and Company (the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.

Purchase, Assignment and Assumption

         1.       Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the
Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase
Agreement.

         2.       Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the "Funding Amount" as set forth in
that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the "Confirmation") and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or
its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the
Mortgage Note from the applicable Company, in blank, and an assignment of mortgage in recordable form from the applicable Company, in
blank.  Assignee shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor.
Assignee shall be entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments
or other proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.

Representations, Warranties and Covenants

         3.       Assignor warrants and represents to Assignee and Company as of the date hereof:

         (a)      Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;

         (b)      Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of
its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c)      There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
         (d)      Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;

         (e)      Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(f)      Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement,
and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR Agreement is in
the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignor or its property is subject.  The execution, delivery and performance by Assignor of this PAAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignor.  This
PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee
and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR Agreement, or the
consummation by it of the transactions contemplated hereby; and

Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans
or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the
Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or
any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act
of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933
Act or require registration pursuant thereto.

         4.       Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

         (a)      Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;

         (b)      Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject.  The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;

         (c)      No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)      Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement with
respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and Company
all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.
         5.       Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

         (a)      Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;

         (b)      Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under
the Purchase Agreement;

Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to
consummate the transactions set forth herein.  The consummation of the transactions contemplated by this PAAR Agreement is in the
ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject.  The execution, delivery and performance by Company of this PAAR Agreement and the consummation by it of
the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignee in connection with the execution, delivery or performance by Company of this PAAR Agreement, or the
consummation by it of the transactions contemplated hereby; and

No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the
related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect.

Recognition of Assignee

         6.       From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement.  It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.  Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.


Miscellaneous

         7.       All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:

         (a)      In the case of Company,

                  ____________________
                  ____________________
                  ____________________
                  ____________________
                  ____________________
With a copy to ______________________________________.

In the case of Assignor,

____________________
____________________
____________________
____________________
                  ____________________

         (c)      In the case of Assignee,

EMC Mortgage Corporation
         Mac Arthur Ridge II
         909 Hidden Ridge Drive, Suite 200
         Irving, Texas 75038
         Attention:  Ms. Ralene Ruyle
         Telecopier No.:  (972) 444-2880

with a copy  to:

___________________
383 Madison Avenue
New York, New York 10179
Attention: ___________
Telecopier No.:  (212) 272-____

8.       Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this PAAR Agreement.

         9.       This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

         10.      No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

         11.      This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto.  Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.

         12.      This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.

         13.      This PAAR Agreement may be executed simultaneously in any number of counterparts.  Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.

         14.      In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control.  In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.


[Modification of Purchase Agreement

The Company and Assignor hereby amend the Purchase Agreement as follows:

(a)      The following definitions are added to Section 1.01 of the Purchase Agreement:

Securities Administrator:  ________________________

Supplemental PMI Insurer:  ________________________

Supplemental PMI Policy:   The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit J, or any
successor Supplemental PMI Policy given to the Servicer by the Assignee.

Trustee:          ________________________

(b)      The following definition is amended and restated:

Insurance Proceeds:        Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy, any
hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property, including any
amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds are not to be applied
to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing Practices.

(c)      The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:

"In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the Purchaser,
claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such action as shall
be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan.  Pursuant to Section 4.04,
any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 4.05.

In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required information
regarding the Mortgage Loans.

The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually acceptable
format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI Insurer
for each Mortgage Loan covered by the Supplemental PMI Policy.  In addition, the Company agrees to forward to the Purchaser and the
[Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in connection with a
claim under the Supplemental PMI Policy."

(d)      Clause (vi) of Section 6.1 is amended to read as follows:

"Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days, or the
Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]




         IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.

EMC MORTGAGE CORPORATION
Assignor

By:
Name:
Title:


_________________________________
Assignee

By:
Name:
Title:


_________________________________
Company

By:
Name:
Title:




                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE




                                                             ATTACHMENT 2

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT




                                                               EXHIBIT E

                                                         FORM OF TRIAL BALANCE




                                                               EXHIBIT G

                                             REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE:      Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________


Pursuant to a Purchase,  Warranties and Servicing  Agreement (the "Agreement")  between the Company and the Purchaser,  the undersigned
hereby  certifies that he or she is an officer of the Company  requesting  release of the documents for the reason specified below. The
undersigned further certifies that:

(Check one of the items below)

_____             On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified
that payment in full has been or will be escrowed.  The Company hereby certifies that all amounts with respect
to this loan which are required under the Agreement have been or will be deposited in the Custodial Account
as required.

_____             The above captioned loan is being repurchased pursuant to the  terms  of the  Agreement.  The
Company hereby certifies that the repurchase price has been credited to   the   Custodial
Account as required under the Agreement.

_____             The above captioned loan is being placed in foreclosure and the  original  documents  are  required  to
proceed with the foreclosure action.  The Company hereby certifies that  the  documents  will be
returned to the Purchaser in the event of reinstatement.

_____             Other (explain)

_______________________________________________________
_______________________________________________________

All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.

         Based on this  certification  and the  indemnities  provided for in the Agreement,  please release to the Company all original
mortgage documents in your possession relating to this loan.

Dated:_________________

By:________________________________
     Signature
    ___________________________________
         Title

Send documents to:         _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

         Purchaser  hereby  acknowledges  that all original  documents  previously  released on the above captioned  mortgage loan have
been returned and received by the Purchaser.


Dated:________________

By:________________________________
     Signature

    _______________________________
     Title




EXHIBIT H


                                                   COMPANY'S UNDERWRITING GUIDELINES




                                                               EXHIBIT I

                                                        MORTGAGE LOAN SCHEDULE




                                                         AMENDMENT NUMBER ONE
                                                                to the

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT

                                                      Dated as of January 1, 2006

                                                                between

                                                       EMC MORTGAGE CORPORATION,
                                                             as Purchaser

                                                                  and

                                                             US BANK, NA,
                                                              as Company

         This  AMENDMENT  NUMBER ONE (this  "Amendment")  is made and entered  into this 1st day of January,  2006,  by and between EMC
Mortgage  Corporation,  a Delaware  corporation,  as  purchaser  (the  "Purchaser")  and US Bank,  NA, as company  (the  "Company")  in
connection with the Purchase,  Warranties and Servicing Agreement,  dated as of March 1, 2003, between the above mentioned parties (the
"Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.

                                                               RECITALS

         WHEREAS,          the parties hereto have entered into the Agreement;

         WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;

         WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and

         NOW, THEREFORE,  in consideration of the premises and for other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

         Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement.

         Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to Section
1.01:

         Commission or SEC:  The Securities and Exchange Commission.

         Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

         Exchange Act:  The Securities Exchange Act of 1934, as amended.

         Master Servicer:  With respect to any Securitization  Transaction,  the "master  servicer," if any,  identified in the related
transaction documents.

         Nonrecoverable  Advance:  Any portion of a Monthly Advance or Servicing Advance  previously made or proposed to be made by the
Company pursuant to this Agreement,  that, in the good faith judgment of the Company,  will not or, in the case of a proposed  advance,
would not, be  ultimately  recoverable  by it from the related  Mortgagor  or the related  Liquidation  Proceeds,  Insurance  Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.

         Pass-Through  Transfer:  Any  transaction  involving  either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly  offered or privately  placed,  rated or unrated
mortgage-backed  securities or (2) an issuance of publicly offered or privately placed,  rated or unrated  securities,  the payments on
which are determined  primarily by reference to one or more portfolios of residential  mortgage loans consisting,  in whole or in part,
of some or all of the Mortgage Loans.

         Prepayment  Charge:  Any  prepayment  premium,  penalty or charge  payable by a Mortgagor  in  connection  with any  Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.

         Principal  Prepayment:  Any payment or other  recovery of  principal on a Mortgage  Loan full or partial  which is received in
advance of its scheduled Due Date,  including any Prepayment Charge and which is not accompanied by an amount of interest  representing
scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

         Qualified  Correspondent:  Any Person from which the Company purchased Mortgage Loans,  provided that the following conditions
are satisfied:  (i) such Mortgage Loans were originated  pursuant to an agreement between the Company and such Person that contemplated
that such  Person  would  underwrite  mortgage  loans from time to time,  for sale to the  Company,  in  accordance  with  underwriting
guidelines  designated  by the Company  ("Designated  Guidelines")  or  guidelines  that do not vary  materially  from such  Designated
Guidelines;  (ii) such  Mortgage  Loans were in fact  underwritten  as described  in clause (i) above and were  acquired by the Company
within 180 days after  origination;  (iii) either (x) the Designated  Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in  origination  of mortgage  loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated  Guidelines  were, at the time such Mortgage Loans were  underwritten,  designated by the Company on a consistent  basis for
use by lenders in originating mortgage loans to be purchased by the Company;  and (iv) the Company employed,  at the time such Mortgage
Loans were  acquired by the Company,  pre-purchase  or  post-purchase  quality  assurance  procedures  (which may involve,  among other
things,  review of a sample of mortgage loans purchased  during a particular time period or through  particular  channels)  designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.

         Regulation AB: Subpart  229.1100 – Asset Backed  Securities  (Regulation AB), 17 C.F.R.  §§229.1100-229.1123,  as amended from
time to time, and subject to such  clarification  and  interpretation  as have been provided by the Commission in the adopting  release
(Asset-Backed  Securities,  Securities  Act Release No.  33-8518,  70 Fed.  Reg.  1,506,  1,531 (Jan.  7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.

         Securities Act:  The Securities Act of 1933, as amended.

         Securitization  Transaction:  Any  transaction  involving  either (1) a sale or other  transfer of some or all of the Mortgage
Loans  directly or indirectly to an issuing entity in connection  with an issuance of publicly  offered or privately  placed,  rated or
unrated  mortgage-backed  securities  or (2) an issuance of publicly  offered or privately  placed,  rated or unrated  securities,  the
payments on which are determined  primarily by reference to one or more portfolios of residential  mortgage loans consisting,  in whole
or in part, of some or all of the Mortgage Loans.

         Servicing  Criteria:  As of any date of  determination,  the "servicing  criteria" set forth in Item 1122(d) of Regulation AB,
or any  amendments  thereto,  a summary  of the  requirements  of which as of the date  hereof  is  attached  hereto  as  Exhibit L for
convenience  of  reference  only.  In the event of a  conflict  or  inconsistency  between  the terms of Exhibit L and the text of Item
1122(d) of  Regulation  AB, the text of Item 1122(d) of Regulation AB shall control (or those  Servicing  Criteria  otherwise  mutually
agreed to by the Purchaser,  the Company and any Person that will be responsible  for signing any Sarbanes  Certification  with respect
to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit L).

         Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.

         Subcontractor:  Any vendor,  subcontractor  or other Person that is not responsible for the overall  servicing (as "servicing"
is commonly  understood by participants in the  mortgage-backed  securities market) of Mortgage Loans but performs one or more discrete
functions  identified in Item 1122(d) of  Regulation AB with respect to Mortgage  Loans under the direction or authority of the Company
or a Subservicer.

         Third-Party  Originator:  Each Person,  other than a Qualified  Correspondent,  that originated Mortgage Loans acquired by the
Company.

         Article I of the Agreement is hereby amended effective as of the date hereof by deleting the definition of Subservicer in
Section 1.01 and replacing it with the following:

         Subservicer:  Any Person that services  Mortgage Loans on behalf of the Company or any  Subservicer and is responsible for the
performance  (whether directly or through  Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this  Agreement or any  Reconstitution  Agreement  that are identified in Item 1122(d) of
Regulation AB.

         Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as follows (new
text underlined):

         (n)      Company has delivered to the Purchaser  financial  statements of its parent,  for its last two complete fiscal years.
All such financial  information  fairly presents the pertinent  results of operations and financial  position for the period identified
and has been prepared in accordance with GAAP consistently  applied  throughout the periods involved,  except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures,  business, operations,  financial condition,  properties or
assets of the Company since the date of the Company's  financial  information  that would have a material adverse effect on its ability
to perform its obligations under this Agreement;

         Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 3.01(o):

         (o)      As of the date of each  Pass-Through  Transfer,  and except as has been  otherwise  disclosed to the  Purchaser,  any
Master  Servicer  and  any  Depositor:  (1) no  default  or  servicing  related  performance  trigger  has  occurred  as to  any  other
securitization due to any act or failure to act of the Company;  (2) no material  noncompliance  with applicable  servicing criteria as
to any other  securitization  has been disclosed or reported by the Company;  (3) the Company has not been  terminated as servicer in a
residential  mortgage loan  securitization,  either due to a servicing  default or to  application of a servicing  performance  test or
trigger;  (4) no material  changes to the Company's  servicing  policies and procedures for similar loans has occurred in the preceding
three  years;  (5) there are no  aspects of the  Company's  financial  condition  that  could  have a  material  adverse  impact on the
performance by the Company of its obligations  hereunder;  (6) there are no legal proceedings  pending,  or known to be contemplated by
governmental  authorities,  against the Company  that could be material to  investors  in the  securities  issued in such  Pass-Through
Transfer;  and (7) there are no affiliations,  relationships or transactions relating to the Company of a type that are described under
Item 1119 of Regulation AB.

         Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 3.01(p):

         (p)      If so requested  by the  Purchaser  or any  Depositor  on any date,  the Company  shall,  within five  Business  Days
following such request,  confirm in writing the accuracy of the  representations  and  warranties set forth in Section  3.01(o) of this
Section or, if any such  representation  and  warranty is not  accurate as of the date of such  request,  provide  reasonably  adequate
disclosure of the pertinent facts, in writing, to the requesting party.

         Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 3.01(q):

         (q)      Notwithstanding  anything to the contrary in the Agreement,  the Company shall (or shall cause each  Subservicer  and
Third-Party  Originator to) (i) immediately notify the Purchaser,  any Master Servicer and any Depositor in writing of (A) any material
litigation  or  governmental  proceedings  pending  against  the  Company,  any  Subservicer  or any  Third-Party  Originator,  (B) any
affiliations or relationships that develop following the closing date of a Pass-Through  Transfer between the Company,  any Subservicer
or any  Third-Party  Originator and any of the parties  specified in clause (7) of paragraph (o) of this Section (and any other parties
identified in writing by the requesting  party) with respect to such  Pass-Through  Transfer,  (C) any Event of Default under the terms
of this Agreement or any  Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially  all of the assets of the
Company,  and (E) the  Company's  entry into an agreement  with a  Subservicer  to perform or assist in the  performance  of any of the
Company's  obligations  under this  Agreement or any  Reconstitution  Agreement  and (ii) provide to the  Purchaser and any Depositor a
description of such proceedings, affiliations or relationships.

         All notification pursuant to this Section 3.01(q), other than those pursuant to Section 3.01(q)(i)(A), should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, TX 75067-3884
         Attention:  Conduit Seller Approval Dept.
         Facsimile:  (214) 626-3751
         Email:  sellerapproval@bear.com

         With a copy to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         Notifications pursuant to Section 3.01(q)(i)(A) should be sent to:

         EMC Mortgage Corporation
         Two Mac Arthur Ridge
         909 Hidden Ridge Drive, Suite 200
         Irving, TX 75038
         Attention:  Associate General Counsel for Loan Administration
         Facsimile:  (972) 831-2555

         With copies to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, TX 75067-3884
         Attention:  Conduit Seller Approval Dept.
         Facsimile:  (214) 626-3751
         Email:  sellerapproval@bear.com

         Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 3.01(r):

         (r)      As a condition to the succession to the Company or any  Subservicer  as servicer or subservicer  under this Agreement
or any  Reconstitution  Agreement by any Person (i) into which the Company or such Subservicer may be merged or  consolidated,  or (ii)
which may be  appointed  as a successor to the Company or any  Subservicer,  the Company  shall  provide to the  Purchaser,  any Master
Servicer and any  Depositor,  at least 15 calendar days prior to the effective  date of such  succession  or  appointment,  (x) written
notice to the Purchaser,  any Master  Servicer and any Depositor of such  succession or appointment  and (y) in writing and in form and
substance reasonably  satisfactory to the Purchaser,  any Master Servicer and such Depositor,  all information  reasonably requested by
the Purchaser,  any Master Servicer or any Depositor in order to comply with its reporting  obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities.

         Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 3.02(zz):

         (zz)     With respect to each Mortgage  Loan,  information  regarding the borrower  credit files related to such Mortgage Loan
has been furnished to credit  reporting  agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.

         Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following after the first
sentence in 4.01:

         In addition,  the Company  shall  furnish  information  regarding  the borrower  credit files related to such Mortgage Loan to
credit  reporting  agencies  in  compliance  with the  provisions  of the Fair Credit  Reporting  Act and the  applicable  implementing
regulations.

         Article IV of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the last paragraph
of Section 4.02 and replacing it with the following:

         The  Company  shall not waive any  Prepayment  Charge  unless:  (i) the  enforceability  thereof  shall  have been  limited by
bankruptcy, insolvency,  moratorium,  receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal,  or any local,  state or federal agency has threatened  legal action if the prepayment  penalty is enforced,  (iii)
the mortgage debt has been  accelerated in connection with a foreclosure or other  involuntary  payment or (iv) such waiver is standard
and  customary in servicing  similar  Mortgage  Loans and relates to a default or a reasonably  foreseeable  default and would,  in the
reasonable  judgment of the Company,  maximize  recovery of total proceeds taking into account the value of such Prepayment  Charge and
the related  Mortgage Loan. If a Prepayment  Charge is waived,  but does not meet the standards  described  above,  then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date.

         Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of Section
4.03 by adding the following after the first sentence:

         In  determining  the  delinquency  status of any Mortgage  Loan,  the Company  will use  delinquency  recognition  policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.

         Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its entirety and
replacing it with the following:

         Section 5.02      Statements to the Purchaser.

         The Company shall furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each month, in
the  Company's  assigned  loan number order to document  Mortgage Loan payment  activity on an  individual  Mortgage  Loan basis.  With
respect to each month, the  corresponding  individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other  computer-readable  format in such format as may be mutually agreed upon
by both  Purchaser and Company,  and no later than the fifth  Business Day of the following  month in hard copy,  and shall contain the
following:

         (i)      with respect to each Mortgage Loan and each Monthly  Payment,  the amount of such  remittance  allocable to principal
(including a separate breakdown of any Principal  Prepayment,  including the date of such prepayment,  and any prepayment  penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

         (ii)     with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;

         (iii)    with respect to each Mortgage  Loan,  the amount of servicing  compensation  received by the Company during the prior
distribution period;

         (iv)     the Stated Principal  Balance of each Mortgage Loan and the aggregate Stated Principal  Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;

         (v)      with respect to each Mortgage Loan, the current Mortgage Interest Rate;

         (vi)     with  respect  to each  Mortgage  Loan,  the  aggregate  amount of any  Insurance  Proceeds,  Condemnation  Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;

         (vii)    with  respect to each  Mortgage  Loan,  the  amount of any  Prepayment  Interest  Shortfalls  paid by the  Company in
accordance with Section 4.04(viii) during the prior distribution period;

         (viii)   the beginning and ending balances of the Custodial Account and Escrow Account;

         (ix)     the number of  Mortgage  Loans as of the first day of the  distribution  period and the last day of the  distribution
period;

         (x)      with respect to each Mortgage Loan, the Stated  Principal  Balance of each Mortgage Loan (a) delinquent as grouped in
the following  intervals  through final  liquidation  of such Mortgage  Loan: 30 to 59 days, 60 to 89 days, 90 days or more;  (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;

         (xi)     with respect to each  Mortgage  Loan,  the amount and severity of any realized  loss  following  liquidation  of such
Mortgage Loan;

         (xii)    with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,  the amount of any Monthly  Advances
made by the Company during the prior distribution period;

         (xiii)   with respect to each Mortgage Loan, a description of any Servicing  Advances made by the Company with respect to such
Mortgage  Loan  including the amount,  terms and general  purpose of such  Servicing  Advances,  and the aggregate  amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;

         (xiv)    with respect to each Mortgage Loan, a description of any Nonrecoverable  Advances made by the Company with respect to
such Mortgage  Loan  including the amount,  terms and general  purpose of such  Nonrecoverable  Advances,  and the aggregate  amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;

         (xv)     with respect to each Mortgage  Loan, a description of any Monthly  Advances,  Servicing  Advances and  Nonrecoverable
Advances  reimbursed to the Company with respect to such Mortgage Loan during the prior  distribution  period pursuant to Section 4.05,
and the  source  of  funds  for  such  reimbursement,  and the  aggregate  amount  of any  Monthly  Advances,  Servicing  Advances  and
Nonrecoverable  Advances  reimbursed to the Company for all Mortgage  Loans during the prior  distribution  period  pursuant to Section
4.05;

         (xvi)    with respect to any Mortgage Loan, a description of any material  modifications,  extensions or waivers to the terms,
fees,  penalties or payments of such Mortgage Loan during the prior distribution  period or that have cumulatively become material over
time;

         (xvii)   a  description  of any  material  breach of a  representation  or warranty  set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;

         (xviii)  with respect to each Mortgage Loan,  the Stated  Principal  Balance of any  substitute  Mortgage Loan provided by the
Company and the Stated Principal  Balance of any Mortgage Loan that has been replaced by a substitute  Mortgage Loan in accordance with
Section 3.03 herein;

         (xix)    with respect to each Mortgage Loan, the Stated  Principal  Balance of any Mortgage Loan that has been  repurchased by
the Company in accordance with Section 3.03 herein.

         In addition,  the Company  shall  provide to the Purchaser  such other  information  known or available to the Company that is
necessary in order to provide the  distribution  and pool  performance  information  as required  under Item 1121 of Regulation  AB, as
amended from time to time,  as determined by the  Purchaser in its sole  discretion.  The Company shall also provide a monthly  report,
in the form of Exhibit E hereto,  or such other form as is mutually  acceptable to the Company,  the Purchaser and any Master Servicer,
Exhibit F with  respect  to  defaulted  mortgage  loans and  Exhibit  O, with  respect to  realized  losses  and gains,  with each such
report.

         The Company  shall  prepare and file any and all  information  statements  or other  filings  required to be  delivered to any
governmental  taxing  authority or to Purchaser  pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated  hereby.  In addition,  the Company shall provide  Purchaser  with such  information  concerning  the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.

         In addition,  not more than sixty (60) days after the end of each calendar  year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements  of applicable  federal
income tax law as to the aggregate of remittances for the applicable portion of such year.

         Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its entirety and
replacing it with the following:

         Section 6.04      Annual Statement as to Compliance; Annual Certification.

         (a)      The Company will deliver to the  Purchaser  and any Master  Servicer,  not later than March 1st of each calendar year
beginning in 2007, an Officers'  Certificate  acceptable to the Purchaser (an "Annual  Statement of  Compliance")  stating,  as to each
signatory  thereof,  that (i) a review of the  activities of the Company during the preceding  calendar year and of  performance  under
this Agreement or other  applicable  servicing  agreement has been made under such officers'  supervision  and (ii) to the best of such
officers'  knowledge,  based on such review,  the Company has fulfilled all of its obligations under this Agreement or other applicable
servicing  agreement in all material  respects  throughout such year, or, if there has been a failure to fulfill any such obligation in
any material  respect,  specifying each such failure known to such officer and the nature and status of cure provisions  thereof.  Such
Annual  Statement of Compliance  shall contain no  restrictions  or limitations on its use.  Copies of such statement shall be provided
by the Company to the Purchaser upon request and by the Purchaser to any Person  identified as a prospective  purchaser of the Mortgage
Loans.  In the  event  that the  Company  has  delegated  any  servicing  responsibilities  with  respect  to the  Mortgage  Loans to a
Subservicer,  the Company shall deliver an officer's  certificate (an "Annual  Certification") of the Subservicer as described above as
to each Subservicer as and when required with respect to the Company.

         (b)      With respect to any Mortgage  Loans that are the subject of a  Pass-Through  Transfer,  by March 1st of each calendar
year  beginning in 2007, an officer of the Company  shall  execute and deliver an Annual  Certification  to the  Purchaser,  any Master
Servicer and any related  Depositor for the benefit of each such entity and such entity's  affiliates  and the officers,  directors and
agents of any such entity and such entity's  affiliates,  in the form  attached  hereto as Exhibit K. In the event that the Company has
delegated any  servicing  responsibilities  with respect to the Mortgage  Loans to a  Subservicer,  the Company shall deliver an Annual
Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Company.

         (c)      If the Company  cannot  deliver the related Annual  Statement of Compliance or Annual  Certification  by March 1st of
such year, the Purchaser,  at its sole option,  may permit a cure period for the Company to deliver such Annual Statement of Compliance
or Annual Certification, but in no event later than March 10th of such year.

         Failure of the Company to timely  comply with this  Section 6.04 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  unless  otherwise agreed to by the Purchaser as set forth in Section 6.04(c) and Purchaser may, in
addition  to  whatever  rights  the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or equity or to  damages,  including
injunctive  relief and specific  performance,  terminate all the rights and  obligations of the Company under this Agreement and in and
to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the same,  as provided in Section  9.01.  Such
termination  shall be considered  with cause  pursuant to Section 10.01 of this  Agreement.  This paragraph  shall  supercede any other
provision in this Agreement or any other agreement to the contrary.

         Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its entirety and
replacing it with the following:

         Section 6.05      [Reserved].

         Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 6.08:

         Section 6.08      Assessment of Compliance with Servicing Criteria.

         On and after January 1, 2006,  the Company  shall  service and  administer,  and shall cause each  subservicer  to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With  respect to any  Mortgage  Loans that are the  subject of a  Pass-Through  Transfer,  the  Company  shall  deliver to the
Purchaser or its designee,  any Master  Servicer and any  Depositor on or before March 1st of each  calendar year  beginning in 2007, a
report (an "Assessment of Compliance")  reasonably  satisfactory to the Purchaser,  any Master Servicer and any Depositor regarding the
Company's  assessment of  compliance  with the Servicing  Criteria  during the preceding  calendar year as required by Rules 13a-18 and
15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB, or as otherwise  required by the Master  Servicer,  which as of the date
hereof, require a report by an authorized officer of the Company that contains the following:

         (a)      A statement by such officer of its responsibility for assessing  compliance with the Servicing Criteria applicable to
the Company;

         (b)      A statement by such officer that such officer used the  Servicing  Criteria to assess  compliance  with the Servicing
Criteria applicable to the Company;

         (c)      An assessment by such officer of the  Company's  compliance  with the  applicable  Servicing  Criteria for the period
consisting of the preceding calendar year,  including  disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed  securities  transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;

         (d)      A statement that a registered public accounting firm has issued an attestation report on the Company's  Assessment of
Compliance for the period consisting of the preceding calendar year; and

         (e)      A statement as to which of the Servicing Criteria,  if any, are not applicable to the Company,  which statement shall
be based on the activities it performs with respect to  asset-backed  securities  transactions  taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.

         Such report at a minimum shall address each of the Servicing Criteria  specified on a certification  substantially in the form
of Exhibit N hereto delivered to the Purchaser concurrently with the execution of this Agreement.

         With respect to any Mortgage  Loans that are the subject of a Pass-Through  Transfer,  on or before March 1st of each calendar
year  beginning in 2007,  the Company shall furnish to the  Purchaser or its designee,  any Master  Servicer and any Depositor a report
(an  "Attestation  Report") by a registered  public  accounting firm that attests to, and reports on, the Assessment of Compliance made
by the  Company,  as required  by Rules  13a-18 and 15d-18 of the  Exchange  Act and Item  1122(b) of  Regulation  AB, or as  otherwise
required by the Master Servicer,  which Attestation Report must be made in accordance with standards for attestation  reports issued or
adopted by the Public Company Accounting Oversight Board.

         The Company shall cause each  Subservicer,  and each  Subcontractor  determined by the Company pursuant to Section 11.19 to be
"participating  in the servicing  function"  within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser,  any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Sections 6.08.

         If the Company  cannot  deliver the related  Assessment  of Compliance or  Attestation  Report by March 1st of such year,  the
Purchaser,  at its sole option,  may permit a cure period for the Company to deliver  such  Assessment  of  Compliance  or  Attestation
Report, but in no event later than March 10th of such year.

         Failure of the Company to timely  comply with this  Section 6.08 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  unless  otherwise agreed to by the Purchaser as described  herein,  and Purchaser may, in addition
to  whatever  rights the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or equity or to damages,  including  injunctive
relief and specific  performance,  terminate  all the rights and  obligations  of the Company  under this  Agreement  and in and to the
Mortgage Loans and the proceeds  thereof without  compensating  the Company for the same, as provided in Section 9.01. Such termination
shall be considered  with cause pursuant to Section 10.01 of this  Agreement.  This paragraph  shall  supercede any other  provision in
this Agreement or any other agreement to the contrary.

         Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 6.09:

         Section 6.09      Intent of the Parties; Reasonableness.

         The Purchaser and the Company  acknowledge and agree that a purpose of Sections  3.01(o),  5.02,  6.04, 6.08 and 11.18 of this
Agreement is to facilitate  compliance by the  Purchaser and any Depositor  with the  provisions of Regulation AB and related rules and
regulations  of the  Commission.  None of the  Purchaser,  any master  Servicer or any  Depositor  shall  exercise its right to request
delivery of information or other  performance  under these  provisions  other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission  thereunder.  The Company  acknowledges  that
interpretations  of the  requirements  of  Regulation AB may change over time,  whether due to  interpretive  guidance  provided by the
Commission or its staff,  consensus among participants in the asset-backed  securities markets,  advice of counsel,  or otherwise,  and
agrees to comply  with  requests  made by the  Purchaser  or any  Depositor  in good faith for  delivery  of  information  under  these
provisions on the basis of evolving  interpretations of Regulation AB. In connection with any Pass-Through  Transfer, the Company shall
cooperate  fully with the Purchaser to deliver to the Purchaser  (including any of its assignees or designees)  and any Depositor,  any
and all  statements,  reports,  certifications,  records and any other  information  necessary in the good faith  determination  of the
Purchaser or any Depositor to permit the Purchaser or such  Depositor to comply with the  provisions  of Regulation  AB,  together with
such disclosures relating to the Company, any Subservicer,  any Third-Party  Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.

         Article IX of the Agreements is hereby amended effective as of the date hereof by deleting Section 9.01(x).

         Article IX of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the last
paragraph of Section 9.01 and replacing it with the following:

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in writing to the Company  (except in the case of an Event of Default under clauses (iii),  (iv) or (v) above,  or as otherwise  stated
herein,  in which case,  automatically  and without  notice) may, in addition to whatever  rights the Purchaser may have under Sections
3.03,  6.07 and 8.01 and at law or equity or to damages,  including  injunctive  relief and  specific  performance,  terminate  all the
rights and  obligations  of the Company (and if the Company is servicing  any of the Mortgage  Loans in a  Securitization  Transaction,
appoint a successor servicer  reasonably  acceptable to any Master Servicer for such  Securitization  Transaction) under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same.

         Article IX of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of the last
paragraph of Section 9.01:

         The Company shall  promptly  reimburse the Purchaser  (or any designee of the  Purchaser,  such as a master  servicer) and any
Depositor,  as applicable,  for all reasonable  expenses  incurred by the Purchaser (or such designee) or such  Depositor,  as such are
incurred,  in  connection  with the  termination  of the Company as servicer and the  transfer of servicing of the Mortgage  Loans to a
successor  servicer.  The  provisions of this paragraph  shall not limit whatever  rights the Purchaser or any Depositor may have under
other provisions of this Agreement and/or any applicable  Reconstitution  Agreement or otherwise,  whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.

         Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its entirety as
follows:

         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater  obligations  on the part of Company than are  contained  in this  Agreement.  Notwithstanding  anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit J hereto.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and  warranties  set  forth  in  this  Agreement  as of the  settlement  or  closing  date  in  connection  with  such
Reconstitution (each, a "Reconstitution Date").

         In addition,  the Company  shall provide to such servicer or issuer,  as the case may be, and any other  participants  in such
Reconstitution:

         (i)      any and all  information  and  appropriate  verification  of  information  which may be  reasonably  available to the
Company,  whether  through  letters of its auditors and counsel or  otherwise,  as the  Purchaser or any such other  participant  shall
request upon reasonable demand;

         (ii)     such additional representations,  warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public  officials  or officers  of the Company as are  reasonably  agreed  upon by the Company and the  Purchaser  or any such other
participant;

         (iii)    within 5 Business Days after request by the Purchaser,  the  information  with respect to the Company (as originator)
and each  Third-Party  Originator  of the  Mortgage  Loans as required  under Item 1110(a) and (b) of  Regulation  AB, a summary of the
requirements  of which has of the date hereof is attached  hereto as Exhibit M for  convenience  of reference  only,  as  determined by
Purchaser in its sole discretion.  If requested by the Purchaser,  this will include  information about the applicable  credit-granting
or underwriting criteria;

         (iv)     within 5 Business Days after request by the  Purchaser,  the Company  shall  provide (or, as  applicable,  cause each
Third-Party  Originator  to provide)  Static Pool  Information  with respect to the  mortgage  loans (of a similar type as the Mortgage
Loans, as reasonably  identified by the Purchaser as provided below) originated by (i) the Company,  if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified  Correspondent),  and/or (ii) each Third-Party  Originator.
Such Static Pool Information  shall be prepared by the Company (or Third-Party  Originator) on the basis of its reasonable,  good faith
interpretation of the requirements of Item  1105(a)(1)-(3)  and (c) of Regulation AB. To the extent that there is reasonably  available
to the Company (or Third-Party  Originator)  Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information  shall be provided  pursuant to this paragraph.  The
content of such Static Pool  Information  may be in the form  customarily  provided by the Company,  and need not be customized for the
Purchaser or any Depositor.  Such Static Pool Information for each vintage  origination year or prior  securitized pool, as applicable,
shall be presented in  increments  no less  frequently  than  quarterly  over the life of the  mortgage  loans  included in the vintage
origination  year or prior  securitized  pool. The most recent periodic  increment must be as of a date no later than 135 days prior to
the date of the  prospectus  or other  offering  document in which the Static Pool  Information  is to be included or  incorporated  by
reference.  The Static Pool Information  shall be provided in an electronic  format that provides a permanent record of the information
provided,  such as a portable document format (pdf) file, or other such electronic  format reasonably  required by the Purchaser or the
Depositor, as applicable;

         (v)      within 5 Business  Days after  request by the  Purchaser,  information  with respect to the Company (as  servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit M for  convenience  of reference  only, as determined  by Purchaser in its sole  discretion.  In the event that the Company has
delegated  any  servicing  responsibilities  with  respect to the  Mortgage  Loans to a  Subservicer,  the  Company  shall  provide the
information required pursuant to this clause with respect to the Subservicer;

         (vi)     within 5 Business Days after request by the Purchaser,

                  (a)  information  regarding  any legal  proceedings  pending  (or known to be  contemplated)  against the Company (as
         originator and as servicer) and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1117 of
         Regulation AB, a summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit M for convenience
         of reference only, as determined by Purchaser in its sole discretion,

                  (b)  information  regarding  affiliations  with respect to the Company (as originator and as servicer) and each other
         originator  of the  Mortgage  Loans and each  Subservicer  as  required  by Item  1119(a) of  Regulation  AB, a summary of the
         requirements  of which as of the date hereof is attached  hereto as Exhibit M for convenience of reference only, as determined
         by Purchaser in its sole discretion, and

                  (c) information regarding  relationships and transactions with respect to the Company (as originator and as servicer)
         and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
         summary of the  requirements  of which as of the date  hereof is attached  hereto as Exhibit M for  convenience  of  reference
         only, as determined by Purchaser in its sole discretion;

         (vii)    if so requested by the Purchaser, the Company shall provide (or, as applicable,  cause each Third-Party Originator to
provide),  at the expense of the  requesting  party (to the extent of any  additional  incremental  expense  associated  with  delivery
pursuant to this Agreement),  such statements and agreed-upon  procedures letters of certified public accountants reasonably acceptable
to the  Purchaser  or  Depositor,  as  applicable,  pertaining  to Static  Pool  Information  relating to prior  securitized  pools for
securitizations  closed on or after  January  1, 2006 or, in the case of Static  Pool  Information  with  respect to the  Company's  or
Third-Party  Originator's  originations or purchases,  to calendar months commencing  January 1, 2006, or to any financial  information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably  request.  Such
statements  and  letters  shall be  addressed  to and be for the  benefit of such  parties as the  Purchaser  or such  Depositor  shall
designate,  which may include,  by way of example,  any Sponsor,  any Depositor and any broker dealer acting as underwriter,  placement
agent or initial  purchaser  with respect to a  Pass-Through  Transfer.  Any such  statement or letter may take the form of a standard,
generally applicable document  accompanied by a reliance letter authorizing  reliance by the addressees  designated by the Purchaser or
such Depositor;

         (viii)  For the  purpose  of  satisfying  the  reporting  obligation  under  the  Exchange  Act with  respect  to any class of
asset-backed  securities,  the Company shall (or shall cause each Subservicer and Third-Party  Originator to) (i) provide prompt notice
to the  Purchaser,  any Master  Servicer and any  Depositor  in writing of (A) any  material  litigation  or  governmental  proceedings
involving the Company,  any Subservicer or any Third-Party  Originator,  (B) any affiliations or relationships  that develop  following
the closing date of a  Securitization  Transaction  between the Company,  any Subservicer or any Third-Party  Originator and any of the
parties  specified  in clause (D) of  paragraph  (a) of this Section (and any other  parties  identified  in writing by the  requesting
party)  with  respect  to such  Securitization  Transaction,  (C) any  Event  of  Default  under  the  terms of this  Agreement  or any
Reconstitution  Agreement,  (D) any  merger,  consolidation  or sale of  substantially  all of the assets of the  Company,  and (E) the
Company's  entry into an agreement  with a Subservicer  to perform or assist in the  performance  of any of the  Company's  obligations
under this  Agreement or any  Reconstitution  Agreement  and (ii) provide to the  Purchaser  and any  Depositor a  description  of such
proceedings, affiliations or relationships;

         (ix) As a condition to the succession to the Company or any  Subservicer  as servicer or  subservicer  under this Agreement or
any  Reconstitution  Agreement  by any Person (i) into which the Company or such  Subservicer  may be merged or  consolidated,  or (ii)
which may be  appointed  as a successor to the Company or any  Subservicer,  the Company  shall  provide to the  Purchaser,  any Master
Servicer,  and any Depositor,  at least 15 calendar days prior to the effective  date of such  succession or  appointment,  (x) written
notice to the Purchaser and any Depositor of such  succession or  appointment  and (y) in writing and in form and substance  reasonably
satisfactory to the Purchaser and such Depositor,  all information  reasonably  requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;

         (x) In addition to such  information  as the Company,  as servicer,  is obligated to provide  pursuant to other  provisions of
this  Agreement,  not later than ten days prior to the  deadline for the filing of any  distribution  report on Form 10-D in respect of
any  Securitization  Transaction  that includes any of the Mortgage  Loans serviced by the Company or any  Subservicer,  the Company or
such Subservicer, as applicable,  shall, to the extent the Company or such Subservicer has knowledge,  provide to the party responsible
for filing such report  (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along
with all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):

                           (A)      any material modifications,  extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

                           (B)      material  breaches of pool asset  representations  or warranties  or  transaction  covenants  (Item
1121(a)(12) of Regulation AB); and

                           (C)      information  regarding new asset-backed  securities  issuances backed by the same pool assets,  any
pool asset changes (such as, additions,  substitutions or repurchases), and any material changes in origination,  underwriting or other
criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and

         (xi) The Company shall provide to the Purchaser,  any Master Servicer and any Depositor,  evidence of the authorization of the
person signing any  certification or statement,  copies or other evidence of Fidelity Bond Insurance and Errors and Omission  Insurance
policy,  financial  information  and reports,  and such other  information  related to the Company or any Subservicer or the Company or
such Subservicer's performance hereunder.

         In the event of a conflict or  inconsistency  between the terms of Exhibit M and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

         The Company shall indemnify the Purchaser,  each affiliate of the Purchaser,  and each of the following parties  participating
in a Pass-Through  Transfer:  each sponsor and issuing entity;  each Person  (including,  but not limited to, any Master  Servicer,  if
applicable)  responsible for the  preparation,  execution or filing of any report required to be filed with the Commission with respect
to such  Pass-Through  Transfer,  or for execution of a  certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer;  each broker dealer acting as underwriter,  placement agent or initial purchaser,  each
Person who controls  any of such parties or the  Depositor  (within the meaning of Section 15 of the  Securities  Act and Section 20 of
the Exchange  Act);  and the  respective  present and former  directors,  officers,  employees,  agents and  affiliates  of each of the
foregoing  and of the  Depositor  (each,  an  "Indemnified  Party"),  and shall hold each of them harmless from and against any claims,
losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:

         (i)(A)  any  untrue  statement  of a  material  fact  contained  or  alleged  to be  contained  in  any  information,  report,
certification,  data,  accountants'  letter or other  material  provided  under this Section  11.18 by or on behalf of the Company,  or
provided under this Section 11.18 by or on behalf of any  Subservicer,  Subcontractor  or  Third-Party  Originator  (collectively,  the
"Company  Information"),  or (B) the omission or alleged  omission to state in the Company  Information  a material fact required to be
stated in the Company  Information or necessary in order to make the statements  therein, in the light of the circumstances under which
they were made, not misleading;  provided,  by way of  clarification,  that clause (B) of this paragraph  shall be construed  solely by
reference  to the  Company  Information  and not to any  other  information  communicated  in  connection  with a sale or  purchase  of
securities,  without regard to whether the Company  Information or any portion  thereof is presented  together with or separately  from
such other information;

         (ii) any breach by the  Company of its  obligations  under this  Section  11.18,  including  particularly  any  failure by the
Company,  any  Subservicer,  any  Subcontractor  or any  Third-Party  Originator  to deliver any  information,  report,  certification,
accountants'  letter or other material when and as required under this Section 11.18,  including any failure by the Company to identify
pursuant to Section 11.19 any  Subcontractor  "participating  in the servicing  function" within the meaning of Item 1122 of Regulation
AB;

         (iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing  furnished  pursuant
to Section  3.01(p)  and made as of a date prior to the  closing  date of the related  Pass-Through  Transfer,  to the extent that such
breach is not cured by such  closing  date,  or any breach by the  Company  of a  representation  or  warranty  in a writing  furnished
pursuant to Section 3.01(p) to the extent made as of a date subsequent to such closing date; or

         (iv)     the negligence bad faith or willful  misconduct of the Company in connection with its performance  under this Section
11.18.

                  If the  indemnification  provided for herein is unavailable or  insufficient  to hold harmless an Indemnified  Party,
then the Company  agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,
losses,  damages or liabilities  incurred by such Indemnified  Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.

                  In the case of any failure of performance  described above, the Company shall promptly  reimburse the Purchaser,  any
Depositor,  as applicable,  and each Person  responsible  for the  preparation,  execution or filing of any report required to be filed
with the Commission with respect to such  Securitization  Transaction,  or for execution of a certification  pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such  Securitization  Transaction,  for all costs reasonably  incurred by each
such party in order to obtain the information,  report, certification,  accountants' letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.

                  This  indemnification  shall  survive the  termination  of this  Agreement  or the  termination  of any party to this
Agreement.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.

         Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 11.19:

         Section 11.19. Use of Subservicers and Subcontractors.

         (a)      The Company shall not hire or otherwise  utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer  under this  Agreement or any  Reconstitution  Agreement  unless the Company  complies  with the  provisions of
paragraph  (b) of this  Section.  The Company  shall not hire or  otherwise  utilize the services of any  Subcontractor,  and shall not
permit any  Subservicer  to hire or  otherwise  utilize the services of any  Subcontractor,  to fulfill any of the  obligations  of the
Company as servicer under this Agreement or any  Reconstitution  Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.

         (b)      The Company shall cause any Subservicer  used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the  provisions  of this Section and with  Sections  3.01(o),  3.01(r),  6.04,  6.08 and 11.18 of this
Agreement to the same extent as if such  Subservicer  were the Company,  and to provide the  information  required with respect to such
Subservicer  under  Section  3.01(q) of this  Agreement.  The Company shall be  responsible  for obtaining  from each  Subservicer  and
delivering to the  Purchaser,  any Master  Servicer and any Depositor  any Annual  Statement of Compliance  required to be delivered by
such  Subservicer  under Section  6.04(a),  any  Assessment  of  Compliance  and  Attestation  Report  required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.

         (c)      The Company  shall  promptly upon request  provide to the  Purchaser,  any Master  Servicer and any Depositor (or any
designee of the Depositor,  such as an administrator) a written description (in form and substance  satisfactory to the Purchaser,  any
Master  Servicer  and such  Depositor)  of the role and  function of each  Subcontractor  utilized  by the Company or any  Subservicer,
specifying  (i) the  identity  of each  such  Subcontractor,  (ii)  which (if any) of such  Subcontractors  are  "participating  in the
servicing  function"  within the meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the  meaning of Item 1122 of  Regulation  AB, the  Company  shall  cause any such  Subcontractor  used by the Company (or by any
Subservicer)  for the benefit of the  Purchaser  and any  Depositor to comply with the  provisions  of Sections  6.08 and 11.18 of this
Agreement to the same extent as if such  Subcontractor  were the Company.  The Company shall be  responsible  for  obtaining  from each
Subcontractor  and  delivering to the Purchaser and any Depositor any  Assessment of Compliance  and  Attestation  Report and the other
certificates  required to be  delivered  by such  Subservicer  and such  Subcontractor  under  Section  6.08,  in each case as and when
required to be delivered.

         Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 11.20:

                  Section 11.20.  Third Party Beneficiary.

         For purposes of this  Agreement,  each Master  Servicer  shall be  considered  a third party  beneficiary  to this  Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.

         The Agreement is hereby amended effective as of the date hereof by deleting Exhibit E in its entirety and replacing it with
the following:




                                                                   EXHIBIT E

                                                       REPORTING DATA FOR MONTHLY REPORT

                                             Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
         Column Name                            Description                      Decimal           Format Comment           Max
                                                                                                                            Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR               A value assigned by the Servicer to define a                 Text up to 10 digits             20
                               group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR                       A unique identifier assigned to each loan by                 Text up to 10 digits             10
                               the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR              A unique number assigned to a loan by the                    Text up to 10 digits             10
                               Servicer.  This may be different than the
                               LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME                  The borrower name as received in the file.                   Maximum length of 30 (Last,      30
                               It is not separated by first and last name.                  First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT                  Scheduled monthly principal and scheduled            2       No commas(,) or dollar signs     11
                               interest payment that a borrower is expected                 ($)
                               to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE                  The loan interest rate as reported by the            4       Max length of 6                   6
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE                   The loan gross interest rate less the service        4       Max length of 6                   6
                               fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE                  The servicer's fee rate for a loan as                4       Max length of 6                   6
                               reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT                   The servicer's fee amount for a loan as              2       No commas(,) or dollar signs     11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT                    The new loan payment amount as reported by           2       No commas(,) or dollar signs     11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE                  The new loan rate as reported by the Servicer.       4       Max length of 6                   6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE                 The index the Servicer is using to calculate         4       Max length of 6                   6
                               a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL              The borrower's actual principal balance at           2       No commas(,) or dollar signs     11
                               the beginning of the processing cycle.                       ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL              The borrower's actual principal balance at           2       No commas(,) or dollar signs     11
                               the end of the processing cycle.                             ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE         The date at the end of processing cycle that                 MM/DD/YYYY                       10
                               the borrower's next payment is due to the
                               Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1                The first curtailment amount to be applied.          2       No commas(,) or dollar signs     11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1               The curtailment date associated with the                     MM/DD/YYYY                       10
                               first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1                The curtailment interest on the first                2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2                The second curtailment amount to be applied.         2       No commas(,) or dollar signs     11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2               The curtailment date associated with the                     MM/DD/YYYY                       10
                               second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2                The curtailment interest on the second               2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3                The third curtailment amount to be applied.          2       No commas(,) or dollar signs     11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3               The curtailment date associated with the                     MM/DD/YYYY                       10
                               third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3                 The curtailment interest on the third                2       No commas(,) or dollar signs     11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT                        The loan "paid in full" amount as reported by        2       No commas(,) or dollar signs     11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE                       The paid in full date as reported by the                     MM/DD/YYYY                       10
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                                                                                            Action Code Key:                  2
                                                                                            15=Bankruptcy,
ACTION_CODE                    The standard FNMA numeric code used to                       30=Foreclosure, , 60=PIF,
                               indicate the default/delinquent status of a                  63=Substitution,
                               particular loan.                                             65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT                    The amount of the interest adjustment as             2       No commas(,) or dollar signs     11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT         The Soldier and Sailor Adjustment amount, if         2       No commas(,) or dollar signs     11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT               The Non Recoverable Loan Amount, if                  2       No commas(,) or dollar signs     11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT                  The amount the Servicer is passing as a loss,        2       No commas(,) or dollar signs     11
                               if applicable.                                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL             The scheduled outstanding principal amount           2       No commas(,) or dollar signs     11
                               due at the beginning of the cycle date to be                 ($)
                               passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL             The scheduled principal balance due to               2       No commas(,) or dollar signs     11
                               investors at the end of a processing cycle.                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT                 The scheduled principal amount as reported by        2       No commas(,) or dollar signs     11
                               the Servicer for the current cycle -- only                   ($)
                               applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT                  The scheduled gross interest amount less the         2       No commas(,) or dollar signs     11
                               service fee amount for the current cycle as
                               reported by the Servicer -- only applicable
                               for Scheduled/Scheduled Loans.                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT                  The actual principal amount collected by the         2       No commas(,) or dollar signs     11
                               Servicer for the current reporting cycle --                  ($)
                               only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                               The actual gross interest amount less the
                               service fee amount for the current reporting                 No commas(,) or dollar signs
ACTL_NET_INT                   cycle as reported by the Servicer -- only            2       ($)                              11
                               applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT            The penalty amount received when a borrower          2       No commas(,) or dollar signs     11
                               prepays on his loan as reported by the                       ($)
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED         The prepayment penalty amount for the loan           2       No commas(,) or dollar signs     11
                               waived by the servicer.                                      ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE                       The Effective Payment Date of the                            MM/DD/YYYY                       10
                               Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE                       The Modification Type.                                       Varchar - value can be alpha     30
                                                                                            or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT         The current outstanding principal and                2       No commas(,) or dollar signs     11
                               interest advances made by Servicer.                          ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------


         The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit F:




                                                               EXHIBIT F

                                                  REPORTING DATA FOR DEFAULTED LOANS


                                               Standard File Layout – Delinquency Reporting

-------------------------------------- ---------------------------------------------------- -------------- ---------------
         Column/Header Name                                Description                         Decimal     Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR                      A unique number assigned to a loan by the
                                       Servicer.  This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR                               A unique identifier assigned to each loan by the
                                       originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR                             Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR                      Contains a unique number as assigned by an
                                       external servicer to identify a group of loans in
                                       their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME                    First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME                     Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS                           Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE                             The state where the  property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP                               Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE                 The date that the borrower's next payment is due                    MM/DD/YYYY
                                       to the servicer at the end of processing cycle, as
                                       reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE                              Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE                  The date a particular bankruptcy claim was filed.                   MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE                The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR                    The case number assigned by the court to the
                                       bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE                 The payment due date once the bankruptcy has been                   MM/DD/YYYY
                                       approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE             The Date The Loan Is Removed From Bankruptcy.                       MM/DD/YYYY
                                       Either by Dismissal, Discharged and/or a Motion
                                       For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE                     The Date The Loss Mitigation Was Approved By The                    MM/DD/YYYY
                                       Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE                          The Type Of Loss Mitigation Approved For A Loan
                                       Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE                 The Date The Loss Mitigation /Plan Is Scheduled To                  MM/DD/YYYY
                                       End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE                 The Date The Loss Mitigation Is Actually Completed                  MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE                   The date DA Admin sends a letter to the servicer                    MM/DD/YYYY
                                       with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE                 Date File Was Referred To Attorney to Pursue                        MM/DD/YYYY
                                       Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE                       Notice of 1st legal filed by an Attorney in a                       MM/DD/YYYY
                                       Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE              The date by which a foreclosure sale is expected                    MM/DD/YYYY
                                       to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE                       The actual date of the foreclosure sale.                            MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT                        The amount a property sold for at the foreclosure          2        No commas(,)
                                       sale.                                                               or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE                    The date the servicer initiates eviction of the                     MM/DD/YYYY
                                       borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE                The date the court revokes legal possession of the                  MM/DD/YYYY
                                       property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE                             The price at which an REO property is marketed.            2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE                              The date an REO property is listed at a particular                  MM/DD/YYYY
                                       price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT                              The dollar value of an offer for an REO property.          2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME                        The date an offer is received by DA Admin or by                     MM/DD/YYYY
                                       the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE                       The date the REO sale of the property is scheduled                  MM/DD/YYYY
                                       to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE                Actual Date Of REO Sale                                             MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE                          Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE                    A code that indicates the condition of the
                                       property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE                   The date a  property inspection is performed.                       MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE                         The date the appraisal was done.                                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL                           The current "as is" value of the property based           2
                                       on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL                      The amount the property would be worth if repairs          2
                                       are completed pursuant to a broker's price opinion
                                       or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE                     FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE                     The circumstances which caused a borrower to stop
                                       paying on a loan.   Code indicates the reason why
                                       the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE                    Date Mortgage Insurance Claim Was Filed With                        MM/DD/YYYY
                                       Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT                           Amount of Mortgage Insurance Claim Filed                            No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE                     Date Mortgage Insurance Company Disbursed Claim                     MM/DD/YYYY
                                       Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID                      Amount Mortgage Insurance Company Paid On Claim            2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE                  Date Claim Was Filed With Pool Insurance Company                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT                         Amount of Claim Filed With Pool Insurance Company          2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE                   Date Claim Was Settled and The Check Was Issued By                  MM/DD/YYYY
                                       The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID                    Amount Paid On Claim By Pool Insurance Company             2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE             Date FHA Part A Claim Was Filed With HUD                           MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT                    Amount of FHA Part A Claim Filed                          2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE              Date HUD Disbursed Part A Claim Payment                            MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT               Amount HUD Paid on Part A Claim                           2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE              Date FHA Part B Claim Was Filed With HUD                          MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT                     Amount of FHA Part B Claim Filed                         2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE                Date HUD Disbursed Part B Claim Payment                          MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT               Amount HUD Paid on Part B Claim                           2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE                     Date VA Claim Was Filed With the Veterans Admin                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE                      Date Veterans Admin. Disbursed VA Claim Payment                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT                       Amount Veterans Admin. Paid on VA Claim                   2        No commas(,)
                                                                                                           or dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------


Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:

o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards.  If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown



Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                      029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                      030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------




Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------



         The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit J:




                                                                EXHIBIT J

                                                      COMPANY'S OBLIGATIONS IN CONNECTION
                                                         WITH A RECONSTITUTION

o        The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a "Scheduled/Scheduled"
         reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs
         and curtailments and (iv) remit and report to a master servicer in format acceptable to such master servicer by the 10th
         calendar day of each month.

o        The Company shall provide an acceptable annual certification (officer's certificate) to the master servicer (as required by
         the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents (i.e.
         the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 1st of
         each year).

o        The Company shall allow for the Purchaser, the master servicer or their designee to perform a review of audited financials
         and net worth of the Company.

o        The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by the
         master servicer or the Purchaser.

o        The Company shall provide information on each Custodial Account as requested by the master servicer or the Purchaser, and
         each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.

o        The Company shall maintain its servicing system in accordance with the requirements of the master servicer.

         The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:




                                                                   EXHIBIT K

                                                         FORM OF COMPANY CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  COMPANY]  (the  "Company"),  certify  to  [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

                  I have reviewed the servicer compliance  statement of the Company provided in accordance with Item 1123 of Regulation
         AB (the "Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing criteria set forth
         in Item  1122(d) of  Regulation  AB (the  "Servicing  Criteria"),  provided in  accordance  with Rules 13a-18 and 15d-18 under
         Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and  Item  1122 of  Regulation  AB  (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered by the Company to the [Depositor] [Master Servicer] [Securities  Administrator]  [Trustee] pursuant to the Agreement
         (collectively, the "Company Servicing Information");

                  Based on my knowledge, the Company Servicing Information,  taken as a whole, does not contain any untrue statement of
         a material  fact or omit to state a material fact  necessary to make the  statements  made, in the light of the  circumstances
         under which such  statements  were made,  not misleading  with respect to the period of time covered by the Company  Servicing
         Information;

                  Based on my  knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the
         Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

                  I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and based on
         my knowledge  and the  compliance  review  conducted  in preparing  the  Compliance  Statement  and except as disclosed in the
         Compliance  Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under
         the Agreement in all material respects; and

The  Compliance  Statement  required to be  delivered by the Company  pursuant to this  Agreement,  and the  Servicing  Assessment  and
Attestation  Report  required to be provided by the Company and by any Subservicer and  Subcontractor  pursuant to the Agreement,  have
been  provided to the  [Depositor]  [Master  Servicer].  Any material  instances of  noncompliance  described in such reports have been
disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.

         The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:




                                                               EXHIBIT L

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

NOTE: This Exhibit L is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit L and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1122(d)

(v)      General servicing considerations.

        (A)      Policies and procedures are instituted to monitor any  performance or other triggers and events of default in accordance  with
the transaction agreements.

        (B)      If any material  servicing  activities are outsourced to third parties,  policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.

        (C)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

        (D)      A fidelity bond and errors and omissions policy is in effect on the party  participating in the servicing function  throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

(vi)     Cash collection and administration.

        (A)      Payments on mortgage loans are deposited into the  appropriate  custodial bank accounts and related bank clearing  accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.

        (B)      Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

        (C)      Advances of funds or guarantees  regarding  collections,  cash flows or distributions,  and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.

        (D)      The  related  accounts  for  the  transaction,   such  as  cash  reserve  accounts  or  accounts  established  as  a  form  of
overcollateralization,  are  separately  maintained  (e.g.,  with  respect  to  commingling  of cash) as set  forth in the  transaction
agreements.

        (E)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

        (F)      Unissued checks are safeguarded so as to prevent unauthorized access.

        (G)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(vii)    Investor remittances and reporting.

        (A)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

        (B)      Amounts due to investors are allocated and remitted in accordance with timeframes,  distribution  priority and other terms set
forth in the transaction agreements.

        (C)      Disbursements  made to an investor are posted  within two business  days to the  Servicer's  investor  records,  or such other
number of days specified in the transaction agreements.

        (D)      Amounts remitted to investors per the investor  reports agree with cancelled  checks,  or other form of payment,  or custodial
bank statements.

(viii)   Mortgage Loan administration.

        (A)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

        (B)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

        (C)      Any additions,  removals or substitutions to the asset pool are made,  reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.

        (D)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

        (E)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

        (F)      Changes with respect to the terms or status of an obligor's  mortgage loans (e.g., loan  modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.

        (G)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

        (H)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

        (I)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

        (J)      Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
(C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

        (K)      Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

        (L)      Any late payment  penalties  in  connection  with any payment to be made on behalf of an obligor are paid from the  Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

        (M)      Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

        (N)      Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

        (O)      Any external  enhancement  or other  support,  identified in Item  1114(a)(1)  through (3) or Item 1115 of  Regulation AB,  is
maintained as set forth in the transaction agreements.

         The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:




                                                               EXHIBIT M

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

NOTE: This Exhibit N is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit M and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1105(a)(1)-(3) and (c)

         -Provide  static pool  information  with respect to mortgage loans that were  originated or purchased by the Company and which
are of the same type as the Mortgage Loans.

         -Provide static pool information  regarding  delinquencies,  cumulative  losses and prepayments for prior securitized pools of
the Company.

         -If the Company has less than 3 years  experience  securitizing  assets of the same type as the  Mortgage  Loans,  provide the
static pool  information by vintage  origination  years  regarding  loans  originated or purchased by the Company,  instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.

         -Such  static pool  information  shall be for the prior five years,  or for so long as the  Company  has been  originating  or
purchasing (in the case of data by vintage  origination  year) or securitizing  (in the case of data by prior  securitized  pools) such
mortgage loans if for less than five years.

         -The static pool information for each vintage  origination year or prior securitized  pool, as applicable,  shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.

         -Provide summary  information for the original  characteristics  of the prior securitized pools or vintage  origination years,
as applicable and material,  including:  number of pool assets, original pool balance,  weighted average initial loan balance, weighted
average  mortgage rate,  weighted  average and minimum and maximum FICO,  product type, loan purpose,  weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.


Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -a description of the Company's form of organization;

         -a description of how long the Company has been servicing  residential  mortgage loans; a general  discussion of the Company's
experience in servicing  assets of any type as well as a more detailed  discussion of the Company's  experience  in, and procedures for
the  servicing  function it will perform  under this  Agreement  and any  Reconstitution  Agreements;  information  regarding the size,
composition  and growth of the  Company's  portfolio of mortgage  loans of the type similar to the Mortgage  Loans and  information  on
factors  related  to the  Company  that may be  material  to any  analysis  of the  servicing  of the  Mortgage  Loans  or the  related
asset-backed securities,  as applicable,  including whether any default or servicing related performance trigger has occurred as to any
other  securitization due to any act or failure to act of the Company,  whether any material  noncompliance  with applicable  servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;

         -a  description  of any material  changes to the Company's  policies or  procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Company's  financial  condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved  in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Company's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and  interest  advances  made by the  Company on the  Mortgage  Loans and the
Company's overall servicing portfolio for the past three years; and

         -the Company's process for handling  delinquencies,  losses,  bankruptcies and recoveries,  such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1110(a)

         -Identify any originator or group of affiliated originators that originated,  or is expected to originate,  10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.


Item 1110(b)

         Provide the following  information with respect to any originator or group of affiliated  originators  that originated,  or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -the Company's form of organization; and

         -a  description  of the Company's  origination  program and how long the Company has been engaged in  originating  residential
mortgage  loans,  which  description  must include a discussion of the Company's  experience in originating  mortgage loans of the same
type as the Mortgage  Loans and  information  regarding  the size and  composition  of the Company's  origination  portfolio as well as
information  that may be material to an analysis of the performance of the Mortgage  Loans,  such as the Company's  credit-granting  or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.


Item 1117

         -describe any legal  proceedings  pending against the Company or against any of its property,  including any proceedings known
to be  contemplated  by  governmental  authorities,  that may be material to the holders of the securities  issued in the  Pass-Through
Transfer.


Item 1119(a)

         -describe  any  affiliations  of the Company,  each other  originator  of the  Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Pass-Through Transfer.


Item 1119(b)

         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the  Pass-Through  Transfer,  between the Company,  each other  originator of the Mortgage  Loans and each  Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Pass-Through Transfer.

Item 1119(c)

         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
Mortgage  Loans or the  Pass-Through  Transfer,  including  the material  terms and  approximate  dollar amount  involved,  between the
Company, each other originator of the Mortgage Loans and each Subservicer,  or their respective  affiliates and the sponsor,  depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.

         The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:




                                                               EXHIBIT N

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The  assessment  of compliance  to be delivered by [the  Company]  [Name of  Subservicer]  shall  address,  at a minimum,  the
criteria identified as below as "Applicable Servicing Criteria":

--------------------------------------------------------------------------------------------- -----------------------
                                     Servicing Criteria                                        Applicable Servicing
                                                                                                     Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures are instituted to monitor any performance               X
                        or other triggers and events of default in accordance with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If any material servicing activities are outsourced to third                    X
                        parties, policies and procedures are instituted to monitor the
                        third party's performance and compliance with such servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any requirements in the transaction agreements to maintain a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions policy is in effect on the             X
                        party participating in the servicing function throughout the
                        reporting period in the amount of coverage required by and
                        otherwise in accordance with the terms of the transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments on mortgage loans are deposited into the appropriate                   X
                        custodial bank accounts and related bank clearing accounts no more
                        than two business days following receipt, or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements made via wire transfer on behalf of an obligor or to              X
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees regarding collections, cash flows               X
                        or distributions, and any interest or other fees charged for such
                        advances, are made, reviewed and approved as specified in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The related accounts for the transaction, such as cash reserve
                        accounts or accounts established as a form of
                        overcollateralization, are separately maintained (e.g., with                    X
                        respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each custodial account is maintained at a federally insured                     X
                        depository institution as set forth in the transaction agreements.
                        For purposes of this criterion, "federally insured depository
                        institution" with respect to a foreign financial institution means
                        a foreign financial institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued checks are safeguarded so as to prevent unauthorized
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations are prepared on a monthly basis for all                        X
                        asset-backed securities related bank accounts, including custodial
                        accounts and related bank clearing accounts. These reconciliations
                        are (A) mathematically accurate; (B) prepared within 30 calendar
                        days after the bank statement cutoff date, or such other number of
                        days specified in the transaction agreements; (C) reviewed and
                        approved by someone other than the person who prepared the
                        reconciliation; and (D) contain explanations for reconciling items.
                        These reconciling items are resolved within 90 calendar days of
                        their original identification, or such other number of days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports to investors, including those to be filed with the                      X
                        Commission, are maintained in accordance with the transaction
                        agreements and applicable Commission requirements. Specifically,
                        such reports (A) are prepared in accordance with timeframes and
                        other terms set forth in the transaction agreements; (B) provide
                        information calculated in accordance with the terms specified in
                        the transaction agreements; (C) are filed with the Commission as
                        required by its rules and regulations; and (D) agree with
                        investors' or the trustee's records as to the total unpaid
                        principal balance and number of mortgage loans serviced by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors are allocated and remitted in accordance               X
                        with timeframes, distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements made to an investor are posted within two business
                        days to the Servicer's investor records, or such other number of                X
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts remitted to investors per the investor reports agree with
                        cancelled checks, or other form of payment, or custodial bank                   X
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------
                                             Pool Asset Administration
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage loans is maintained as required             x
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related documents are safeguarded as required by              X
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any additions, removals or substitutions to the asset pool are                  X
                        made, reviewed and approved in accordance with any conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments on mortgage loans, including any payoffs, made in                      X
                        accordance with the related mortgage loan documents are posted to
                        the Servicer's obligor records maintained no more than two business
                        days after receipt, or such other number of days specified in the
                        transaction agreements, and allocated to principal, interest or
                        other items (e.g., escrow) in accordance with the related mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's records regarding the mortgage loans agree with the              X
                        Servicer's records with respect to an obligor's unpaid principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes with respect to the terms or status of an obligor's                     x
                        mortgage loans (e.g., loan modifications or re-agings) are made,
                        reviewed and approved by authorized personnel in accordance with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss mitigation or recovery actions (e.g., forbearance plans,                   X
                        modifications and deeds in lieu of foreclosure, foreclosures and
                        repossessions, as applicable) are initiated, conducted and
                        concluded in accordance with the timeframes or other requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records documenting collection efforts are maintained during the                X
                        period a mortgage loan is delinquent in accordance with the
                        transaction agreements. Such records are maintained on at least a
                        monthly basis, or such other period specified in the transaction
                        agreements, and describe the entity's activities in monitoring
                        delinquent mortgage loans including, for example, phone calls,
                        letters and payment rescheduling plans in cases where delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments to interest rates or rates of return for mortgage loans             X
                        with variable rates are computed based on the related mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding any funds held in trust for an obligor (such as escrow                X
                        accounts): (A) such funds are analyzed, in accordance with the
                        obligor's mortgage loan documents, on at least an annual basis, or
                        such other period specified in the transaction agreements; (B)
                        interest on such funds is paid, or credited, to obligors in
                        accordance with applicable mortgage loan documents and state laws;
                        and (C) such funds are returned to the obligor within 30 calendar
                        days of full repayment of the related mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments made on behalf of an obligor (such as tax or insurance                 X
                        payments) are made on or before the related penalty or expiration
                        dates, as indicated on the appropriate bills or notices for such
                        payments, provided that such support has been received by the
                        servicer at least 30 calendar days prior to these dates, or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late payment penalties in connection with any payment to be                 X
                        made on behalf of an obligor are paid from the servicer's funds and
                        not charged to the obligor, unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements made on behalf of an obligor are posted within two
                        business days to the obligor's records maintained by the servicer,
                        or such other number of days specified in the transaction                       X
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies, charge-offs and uncollectible accounts are                      X
                        recognized and recorded in accordance with the transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any external enhancement or other support, identified in Item
                        1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)          as set forth in the transaction agreements.
-----------------------                                                                       -----------------------

----------------------- --------------------------------------------------------------------- -----------------------



                                                     [NAME OF COMPANY] [NAME OF SUBSERVICER]


                                                     Date:    ____________________________

                                                     1.

                                                     2.       By:_________________________
                                                     Name:
                                                     Title:

         The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:




                                                                   EXHIBIT O

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE:  Do not net or combine items.  Show all expenses individually and all credits as separate line items.  Claim packages
         are due on the remittance report date.  Late submissions may result in claims not being passed until the following month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


                           The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:
         1.       The Actual Unpaid Principal Balance of the Mortgage Loan.  For documentation, an Amortization Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.

         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
                  payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
                  basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period

                     of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to
                     recover advances.

                   *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
                           proceeds.

         Total Realized Loss (or Amount of Any Gain)
         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________


----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $________________(1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              _________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                                $_______________(13)
         Credits:
         (14) Escrow Balance                                                    $_______________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                     $_______________(22)
         Total Realized Loss (or Amount of Gain)                                $_______________(23)


Escrow Disbursement Detail


------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------



         Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.


         This  Amendment  may be  executed  by one or more of the parties  hereto on any number of  separate  counterparts  and of said
counterparts taken together shall be deemed to constitute one and the same instrument.


                                                       [SIGNATURE PAGES FOLLOW]




         IN WITNESS WHEREOF,  the following parties have caused their names to be signed hereto by their respective  officers thereunto
duly authorized as of the day and year first above written.
                                                              EMC MORTGAGE CORPORATION,
                                                                       as Purchaser

                                                              By:_________________________________________
                                                              Name:
                                                              Title:


                                                              US Bank, NA,
                                                                       as Company

                                                              By:_________________________________________
                                                              Name:
                                                              Title:





                                                                                                                           EXHIBIT H-13




                                                       EMC MORTGAGE CORPORATION

                                                               Purchaser

                                                                  and

                                                        WELLS FARGO BANK, N.A.

                                                                Company




                                            ___________________________________________________

                                                      AMENDED AND RESTATED MASTER
                                              SELLER'S WARRANTIES AND SERVICING AGREEMENT

                                                     Dated as of November 1, 2005

                                            ___________________________________________________




                                             Fixed Rate and Adjustable Rate Mortgage Loans




                                                               TABLE OF CONTENTS


ARTICLE 1
DEFINITIONS.......................................................................................................1

ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS;
CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS........................................................................14

ARTICLE III
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH................................................................17

ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS....................................................................36

ARTICLE
PAYMENTS TO PURCHASER.............................................................................................52

ARTICLE VI
GENERAL SERVICING PROCEDURES......................................................................................54

ARTICLE VII
COMPANY TO COOPERATE..............................................................................................59

ARTICLE VIII
THE COMPANY.......................................................................................................59

ARTICLE IX
SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS............................................61

ARTICLE X
DEFAULT...........................................................................................................71

ARTICLE XI
TERMINATION.......................................................................................................73

ARTICLE XII
MISCELLANEOUS PROVISIONS..........................................................................................74


                                                               EXHIBITS

                           Exhibit A                          Form of Assignment and Conveyance
                                                              Agreement
                           Exhibit B                          Custodial Agreement
                           Exhibit C                          Contents of Each Retained Mortgage File,
                                                              Servicing File and Custodial Mortgage File
                           Exhibit D                          Servicing Criteria
                           Exhibit E                          Form of Sarbanes Certification
                           Exhibit F                          Form of Sarbanes-Oxley Back-Up
                                                              Certification
                           Exhibit G                          Form of Assignment, Assumption and
                                                              Recognition Agreement
                           Exhibit H                          Electronic Data File




         This is an Amended and Restated  Master  Seller's  Warranties and Servicing  Agreement for  residential  first mortgage loans,
dated and effective as of November 1, 2005,  and is executed  between EMC Mortgage  Corporation,  as purchaser (the  "Purchaser"),  and
Wells Fargo Bank, N.A., as seller and servicer (the "Company").


                                                          W I T N E S S E T H


         WHEREAS,  the Purchaser has agreed to purchase from the Company and the Company has agreed to sell to the Purchaser  from time
to time (each a "Transaction")  certain  residential  Mortgage Loans which shall be delivered as whole loans (each a "Loan Package") on
various dates (each a "Closing  Date") as provided for in certain  Assignment  and  Conveyance  Agreements by and between the Purchaser
and the Company as executed from time to time; and

         WHEREAS,  each of the Mortgage  Loans is secured by a mortgage,  deed of trust or other security  instrument  creating a first
lien on a residential dwelling located in the jurisdiction indicated on the related Mortgage Loan Schedule; and

         WHEREAS,  the  Purchaser and the Company wish to prescribe  the manner of purchase of the Mortgage  Loans and the  conveyance,
servicing and control of the Mortgage Loans.

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  hereinafter  set  forth,  and for  other  good  and  valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:


                                                               ARTICLE I

                                                              DEFINITIONS


         Whenever  used herein,  the  following  words and phrases,  unless the content  otherwise  requires,  shall have the following
meanings:

         Accepted  Servicing  Practices:  With respect to any Mortgage Loan,  those mortgage  servicing  practices of prudent  mortgage
lending  institutions  which  service  mortgage  loans of the same type as such  Mortgage  Loan in the  jurisdiction  where the related
Mortgaged Property is located.

         Adjustment  Date:  As to each  adjustable  rate  Mortgage  Loan,  the date on which the Mortgage  Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note and Mortgage.

         Agency/Agencies:  Fannie Mae, Freddie Mac or GNMA, or any of them as applicable.

         Agency  Transfer:  Any sale or transfer  of some or all of the  Mortgage  Loans by the  Purchaser  to an Agency  which sale or
transfer is not a Securitization Transaction or Whole Loan Transfer.

         Agreement:  This Amended and Restated  Master  Seller's  Warranties  and  Servicing  Agreement and all  amendments  hereof and
supplements hereto.

         ALTA:  The American Land Title Association or any successor thereto.

         Appraised  Value:  With  respect  to any  Mortgage  Loan,  the  lesser of (i) the value  set  forth on the  appraisal  made in
connection  with the  origination of the related  Mortgage Loan as the value of the related  Mortgaged  Property,  or (ii) the purchase
price paid for the Mortgaged Property,  provided,  however, in the case of a refinanced Mortgage Loan, such value shall be based solely
on the appraisal made in connection with the origination of such Mortgage Loan.

         Assignment and Conveyance Agreement:        With respect to each  Transaction,  the  agreement  between the  Purchaser and the
Company  conveying to the Purchaser  all the right,  title and interest of the Company in and to the related  Mortgage  Loans listed on
the related Mortgage Loan Schedule, a form of which is attached hereto as Exhibit A.

         Assignment  of Mortgage:  An  assignment of the  Mortgage,  notice of transfer or  equivalent  instrument in recordable  form,
sufficient under the laws of the  jurisdiction  wherein the related  Mortgaged  Property is located to reflect the sale of the Mortgage
to the Purchaser or if the related  Mortgage has been  recorded in the name of MERS or its  designee,  such actions as are necessary to
cause the  Purchaser  to be shown as the owner of the related  Mortgage on the records of MERS for  purposes of the system of recording
transfers of beneficial  ownership of mortgages  maintained by MERS, including assignment of the MIN Number which will appear either on
the Mortgage or the Assignment of Mortgage to MERS.

         Assignment  of Mortgage  Note and Pledge  Agreement:  With respect to a  Cooperative  Loan, an assignment of the Mortgage Note
and Pledge Agreement.

         Assignment of  Proprietary  Lease:  With respect to a Cooperative  Loan, an  assignment of the  Proprietary  Lease  sufficient
under the laws of the jurisdiction  wherein the related  Cooperative  Apartment is located to effect the assignment of such Proprietary
Lease.

         Business Day: Any day other than (i) a Saturday or Sunday,  or (ii) a day on which  banking and savings and loan  institutions
in the states where the parties are located or are authorized or obligated by law or executive order to be closed.

         Buydown  Agreement:  An agreement  between the Company and a Mortgagor,  or an agreement among the Company,  a Mortgagor and a
seller of a Mortgaged Property or a third party with respect to a Mortgage Loan which provides for the application of Buydown Funds.

         Buydown  Funds:  In respect of any  Buydown  Mortgage  Loan,  any amount  contributed  by the seller of a  Mortgaged  Property
subject to a Buydown  Mortgage Loan, the buyer of such property,  the Company or any other source,  plus interest  earned  thereon,  in
order to enable the Mortgagor to reduce the payments  required to be made from the  Mortgagor's  funds in the early years of a Mortgage
Loan.

         Buydown  Mortgage Loan: Any Mortgage Loan in respect of which,  pursuant to a Buydown  Agreement,  (i) the Mortgagor pays less
than the full Monthly  Payments  specified in the Mortgage Note for a specified  period,  and (ii) the difference  between the payments
required under such Buydown Agreement and the Mortgage Note is provided from Buydown Funds.

         Buydown Period:  The period of time when a Buydown Agreement is in effect with respect to a related Buydown Mortgage Loan.

         Closing Date: The date or dates, set forth in the related  Commitment  Letter,  on which from time to time the Purchaser shall
purchase and the Company shall sell the Mortgage Loans listed on the related Mortgage Loan Schedule for each Transaction.

         Code:  The  Internal  Revenue Code of 1986,  as it may be amended  from time to time or any  successor  statute  thereto,  and
applicable U.S. Department of the Treasury regulations issued pursuant thereto.

         Commission:  The United States Securities and Exchange Commission.

         Commitment  Letter:  The commitment letter executed in relation to each Transaction that sets forth,  among other things,  the
Purchase Price for the related Mortgage Loans.

         Company:  Wells Fargo Bank,  N.A.,  or its  successor  in interest or  assigns,  or any  successor  to the Company  under this
Agreement appointed as herein provided.

         Company Information:  As defined in Section 9.01(f)(i)(A).

         Condemnation  Proceeds:  All awards or  settlements  in respect of a  Mortgaged  Property,  whether  permanent  or  temporary,
partial or entire,  by  exercise  of the power of eminent  domain or  condemnation,  to the extent not  required  to be  released  to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

         Cooperative:  The entity  that holds  title  (fee or an  acceptable  leasehold  estate) to all of the real  property  that the
Project comprises, including the land, separate dwelling units and all common areas.

         Cooperative Apartment:  The specific dwelling unit relating to a Cooperative Loan.

         Cooperative  Lien  Search:  A search  for (a)  federal  tax liens,  mechanics'  liens,  lis  pendens,  judgments  of record or
otherwise  against (i) the Cooperative,  (ii) the seller of the Cooperative  Apartment and (iii) the Company if the Cooperative Loan is
a refinanced Mortgage Loan, (b) filings of financing statements and (c) the deed of the Project into the Cooperative.

         Cooperative Loan: A Mortgage Loan that is secured by Cooperative Shares and a Proprietary Lease granting exclusive rights to
occupy the related Cooperative Apartment.



         Cooperative Shares:  The shares of stock issued by a Cooperative, owned by the Mortgagor, and allocated to a Cooperative
Apartment.



         Covered Loan:  A Mortgage Loan categorized as "Covered" pursuant to the Standard & Poor's Glossary for File Format for
LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.

         Custodial Account:  The separate account or accounts created and maintained pursuant to Section 4.04.

         Custodial  Agreement:  The agreement governing the retention of the originals of each Mortgage Note,  Mortgage,  Assignment of
Mortgage and other Mortgage Loan Documents, a form of which is annexed hereto as Exhibit B.

         Custodial  Mortgage  File:  The items  referred  to as items (1),  (2),  (4),  (5) and (10) in Exhibit C annexed  hereto to be
delivered by the Company to the Custodian on the related  Closing Date with respect to a particular  Mortgage  Loan, and any additional
documents required to be added to the Custodial Mortgage File and delivered to the custodian pursuant to this Agreement.

         Custodian:  The custodian  under the  Custodial  Agreement,  or its successor in interest or assigns,  or any successor to the
Custodian under the Custodial Agreement as provided therein.

         Cut-off Date: With respect to each Transaction, the first day of the month in which the related Closing Date occurs.

         Deleted  Mortgage  Loan: A Mortgage Loan which is  repurchased  by the Company in accordance  with the terms of this Agreement
and which is, in the case of a substitution  pursuant to Section 3.03, replaced or to be replaced with a Qualified  Substitute Mortgage
Loan.

         Depositor:  The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

         Determination Date: The Business Day immediately preceding the related Remittance Date.

         Due Date:  The first day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

         Due Period:  With respect to each  Remittance  Date, the period  commencing on the second day of the month preceding the month
of the Remittance Date and ending in the first day of the month of the Remittance Date.

         Electronic Data File: The final  electronic file of the Mortgage Loans, in relation to each  Transaction,  provided by Company
to the Purchaser on or before the related Closing Date.

         Errors and Omissions  Insurance Policy:  An errors and omissions  insurance policy to be maintained by the Company pursuant to
Section 4.12.

         Escrow Account:  The separate account or accounts created and maintained pursuant to Section 4.06.

         Escrow Payments:  With respect to any Mortgage Loan, the amounts constituting ground rents, taxes,  assessments,  water rates,
sewer rents,  municipal charges,  mortgage insurance premiums,  fire and hazard insurance premiums,  condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.

         Event of Default:  Any one of the conditions or circumstances enumerated in Section 10.01.

         Exchange Act:  The Securities Exchange Act of 1934, as amended.

         Fannie Mae:  The Federal National Mortgage Association or any successor thereto.

         FDIC:  The Federal Deposit Insurance Corporation, or any successor thereto.

         Fidelity Bond:  A fidelity bond to be maintained by the Company pursuant to Section 4.12.

         Freddie Mac:  The Federal Home Loan Mortgage Corporation or any successor thereto.

         Gross  Margin:  With respect to each  adjustable  rate Mortgage  Loan,  the fixed  percentage  amount set forth in the related
Mortgage Note which is added to the Index in order to determine the related Interest Rate, as set forth in the Mortgage Loan Schedule.

         High Cost Loan:  A Mortgage Loan classified as (a) a "high cost" loan under the Home Ownership and Equity Protection Act of
1994, (b) a "high cost home," "threshold," "covered," "high risk home," "predatory" or similar loan under any other applicable state,
federal or local law or (c) a Mortgage Loan categorized as "High Cost" pursuant to the Standard & Poor's Glossary for File Format for
LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.

         Home Loan:  A Mortgage  Loan  categorized  as "Home  Loan"  pursuant  to the  Standard & Poor's  Glossary  for File Format for
LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.

         Incremental  Interest:  As to any  Incremental  Rate  Mortgage  Loan,  the amount of interest  accrued on such  Mortgage  Loan
attributable to the Incremental  Rate;  provided,  however,  that with respect to any payment of interest received in respect of such a
Mortgage Loan (whether paid by the Mortgagor or received as  Liquidation  Proceeds or otherwise)  which is less than the full amount of
interest then due with respect to such Mortgage  Loan,  only that portion of such payment of interest that bears the same  relationship
to the total  amount of such  payment of interest  as the  Incremental  Rate,  if any,  in respect of such  Mortgage  Loan bears to the
Mortgage Interest Rate shall be allocated to the Incremental Interest with respect thereto.

         Incremental  Rate: For an Incremental  Rate Mortgage  Loan, the per annum increase to the initial  Mortgage  Interest Rate set
forth in the addendum to the related  Mortgage Note,  which increase takes effect upon the occurrence of certain  specified  conditions
prior to the first Adjustment Date and remains in effect until the first Adjustment Date.

         Incremental  Rate Mortgage  Loan: A Mortgage Loan for which the related  Mortgage Note includes an addendum that allows for an
increase to the initial Mortgage Interest Rate upon the occurrence of certain specified conditions.

         Index:  With respect to any adjustable  rate Mortgage  Loan, the index  identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest thereon.

         Insurance  Proceeds:  With respect to each Mortgage  Loan,  proceeds of insurance  policies  insuring the Mortgage Loan or the
related Mortgaged Property.

         Interest Only Mortgage Loan: A Mortgage Loan for which an  interest-only  payment feature is allowed during the  interest-only
period set forth in the related Mortgage Note.

         Lender Paid  Mortgage  Insurance  Policy or LPMI Policy:  A PMI Policy for which the Company  pays all  premiums  from its own
funds, without reimbursement therefor.

         Liquidation  Proceeds:  Cash received in connection  with the  liquidation of a defaulted  Mortgage Loan,  whether through the
sale or assignment  of such  Mortgage  Loan,  trustee's  sale,  foreclosure  sale or  otherwise,  or the sale of the related  Mortgaged
Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan.

         Loan-to-Value  Ratio or LTV:  With respect to any Mortgage  Loan,  the ratio of the original  loan amount of the Mortgage Loan
at its origination (unless otherwise indicated) to the Appraised Value of the Mortgaged Property.

         MERS:  Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.

         MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System

         MERS System: The system of recording transfers of mortgages electronically maintained by MERS.

         MIN:  Mortgage Identification Number used to identify mortgage loans registered under MERS.

         Monthly  Advance:  The portion of each Monthly  Payment that is delinquent  with respect to each Mortgage Loan at the close of
business on the  Determination  Date,  required to be advanced by the Company  pursuant to Section 5.03 on the Business Day immediately
preceding the Remittance Date of the related month.

         Monthly  Payment:  The  scheduled  monthly  payment of principal and interest on a Mortgage Loan or in the case of an Interest
Only Mortgage Loan, payments of (i) interest, or (ii) principal and interest, if applicable, on a Mortgage Loan.

         Mortgage:  The  mortgage,  deed of trust or other  instrument  securing  a  Mortgage  Note,  which  creates a first lien on an
unsubordinated  estate in fee simple in real  property  securing the Mortgage Note or the Pledge  Agreement  securing the Mortgage Note
for a Cooperative Loan.

         Mortgage Impairment Insurance Policy:  A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.

         Mortgage  Interest  Rate:  The annual rate of interest  borne on a Mortgage  Note in  accordance  with the  provisions  of the
Mortgage Note.

         Mortgage Loan: An individual  mortgage loan which is the subject of this  Agreement,  each Mortgage Loan  originally  sold and
subject to this  Agreement  being  identified on the Mortgage Loan  Schedule,  which  Mortgage Loan  includes  without  limitation  the
Retained Mortgage File, the Custodial Mortgage File, the Monthly Payments,  Principal Prepayments,  Liquidation Proceeds,  Condemnation
Proceeds,  Insurance Proceeds,  REO Disposition  Proceeds and all other rights,  benefits,  proceeds and obligations arising from or in
connection with such Mortgage Loan.

         Mortgage Loan  Documents:  With respect to a Mortgage Loan, the original  related  Mortgage Note with  applicable  addenda and
riders,  the  original  related  Security  Instrument  and the  originals  of any required  addenda and riders,  the  original  related
Assignment and any original  intervening related  Assignments,  the original related title insurance policy and evidence of the related
PMI Policy, if any.

         Mortgage Loan  Remittance  Rate:  With respect to each Mortgage Loan,  the annual rate of interest  remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.

         Mortgage  Loan  Schedule:  With  respect to each  Transaction,  a schedule of Mortgage  Loans,  which shall be attached to the
related  Assignment  and  Conveyance  Agreement,  setting forth the following  information  with respect to each Mortgage Loan: (1) the
Company's  Mortgage  Loan  number;  (2) the city  state and zip code of the  Mortgaged  Property;  (3) a code  indicating  whether  the
Mortgaged Property is a single family residence,  two-family residence,  three-family  residence,  four-family residence, a Cooperative
Loan,  planned unit  development or condominium;  (4) the current Mortgage  Interest Rate; (5) the current net Mortgage  Interest Rate;
(6) the current Monthly Payment;  (7) the Gross Margin;  (8) the original term to maturity;  (9) the scheduled  maturity date; (10) the
principal  balance of the Mortgage  Loan as of the related  Cut-off Date after  deduction of payments of principal due on or before the
related  Cut-off Date whether or not collected;  (11) the  Loan-to-Value;  (12) the next Adjustment  Date;  (13) the lifetime  Mortgage
Interest  Rate cap; (14) whether the Mortgage  Loan is  convertible  or not; (15) a code  indicating  the mortgage  guaranty  insurance
company;  (16) a code indicating  whether the Mortgage Loan contains pledged assets;  (17) a code indicating  whether the Mortgage Loan
has balloon  payments;  (18) a code indicating  whether the Mortgage Loan is an Interest Only Mortgage Loan;  (16) a field  indicating
whether the Mortgage Loan is a Home Loan; and (17) the Servicing Fee.

         Mortgage Note:  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

         Mortgaged  Property:  The real  property  securing  repayment of the debt  evidenced by a Mortgage  Note, or with respect to a
Cooperative Loan, the Cooperative Apartment.

         Mortgagor:  The obligor on a Mortgage Note.

         Officer's  Certificate:  A certificate  signed by the Chairman of the Board or the Vice Chairman of the Board or the President
or a Vice President or an Assistant  Vice President and certified by the Treasurer or the Secretary or one of the Assistant  Treasurers
or Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an employee of the  Company,  reasonably  acceptable  to the
Purchaser.

         Periodic  Interest  Rate Cap: As to each  adjustable  rate  Mortgage  Loan,  the maximum  increase or decrease in the Mortgage
Interest Rate on any Adjustment Date pursuant to the terms of the Mortgage Note.

         Person:  Any  individual,  corporation,  partnership,  limited  liability  company,  joint venture,  association,  joint-stock
company, trust, unincorporated organization, government or any agency or political subdivision thereof.

         Pledge  Agreement:  With respect to a  Cooperative  Loan,  the specific  agreement  creating a first lien on and pledge of the
Cooperative Shares and the appurtenant Proprietary Lease.

         Pledge  Instruments:  With respect to a Cooperative  Loan, the Stock Power,  the Assignment of the  Proprietary  Lease and the
Assignment of the Mortgage Note and Pledge Agreement.

         PMI Policy:  A policy of primary mortgage  guaranty  insurance  evidenced by an electronic form and certificate  number issued
by a Qualified Insurer, as required by this Agreement with respect to certain Mortgage Loans.

         Prime Rate:  The prime rate  announced to be in effect from time to time,  as published as the average rate in The Wall Street
Journal.

         Principal  Prepayment:  Any payment or other  recovery  of  principal  on a Mortgage  Loan which is received in advance of its
scheduled  Due Date,  including  any  prepayment  penalty or premium  thereon  and which is not  accompanied  by an amount of  interest
representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

         Principal Prepayment Period:  The month preceding the month in which the related Remittance Date occurs.

         Project:  With  respect to a  Cooperative  Loan,  all real  property  owned by the  related  Cooperative  including  the land,
separate dwelling units and all common areas.

         Proprietary  Lease:  With  respect to a  Cooperative  Loan,  a lease on a  Cooperative  Apartment  evidencing  the  possessory
interest of the Mortgagor in such Cooperative Apartment.

         Purchaser:  EMC Mortgage  Corporation,  or its successor in interest or any successor to the Purchaser under this Agreement as
herein provided.

         Purchase Price:  The purchase price for each Loan Package shall be as stated in the related Commitment Letter.

         Qualified  Correspondent:  Any Person from which the Company purchased Mortgage Loans,  provided that the following conditions
are satisfied:  (i) such Mortgage Loans were originated  pursuant to an agreement between the Company and such Person that contemplated
that such  person  would  underwrite  mortgage  loans from time to time,  for sale to the  Company,  in  accordance  with  underwriting
guidelines  designated  by the Company  ("Designated  Guidelines")  or  guidelines  that do not vary  materially  from such  Designated
Guidelines;  (ii) such  Mortgage  Loans were in fact  underwritten  as described  in clause (i) above and were  acquired by the Company
within 180 days after  origination;  (iii) either (x) the Designated  Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in  origination  of mortgage  loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated  Guidelines  were, at the time such Mortgage Loans were  underwritten,  designated by the Company on a consistent  basis for
use by lenders in originating mortgage loans to be purchased by the Company;  and (iv) the Company employed,  at the time such Mortgage
Loans were acquired by the Company,  pre-purchased or  post-purchased  quality  assurance  procedures  (which may involve,  among other
things,  review of a sample or mortgage loans purchased  during a particular time period or through  particular  channels)  designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.

         Qualified  Depository:  A deposit account or accounts maintained with a federal or state chartered depository  institution the
deposits in which are insured by the FDIC to the applicable  limits and the short-term  unsecured debt obligations of which (or, in the
case of a depository  institution that is a subsidiary of a holding company,  the short-term unsecured debt obligations of such holding
company) are rated A-1 by Standard & Poor's  Ratings Group or Prime-1 by Moody's  Investors  Service,  Inc. (or a comparable  rating if
another  rating  agency is  specified by the  Purchaser by written  notice to the Company) at the time any deposits are held on deposit
therein.

         Qualified  Insurer:  A mortgage  guaranty  insurance  company duly  authorized  and licensed where required by law to transact
mortgage guaranty insurance business and approved as an insurer by Fannie Mae or Freddie Mac.

         Qualified  Substitute  Mortgage Loan: A mortgage loan eligible to be  substituted  by the Company for a Deleted  Mortgage Loan
which must, on the date of such  substitution,  (i) have an outstanding  principal  balance,  after deduction of all scheduled payments
due in the month of  substitution  (or in the case of a  substitution  of more than one mortgage loan for a Deleted  Mortgage  Loan, an
aggregate  principal  balance),  not in excess of the Stated Principal  Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Loan
Remittance  Rate not less than and not more than two  percent  (2%)  greater  than the  Mortgage  Loan  Remittance  Rate of the Deleted
Mortgage  Loan;  (iii) have a  remaining  term to maturity  not  greater  than and not more than one year less than that of the Deleted
Mortgage Loan;  (iv) be of the same type as the Deleted  Mortgage Loan and (v) comply with each  representation  and warranty set forth
in Sections 3.01 and 3.02.

         Rating  Agency/Agencies:  Any  nationally  recognized  statistical  Rating Agency,  or its  successors,  including  Standard &
Poor's, a division of The McGraw-Hill Companies, Moody's Investors Service, Inc. and Fitch Ratings.

         Recognition  Agreement:  An agreement  whereby a Cooperative  and a lender with respect to a Cooperative  Loan (i) acknowledge
that such  lender  may make,  or intends  to make,  such  Cooperative  Loan,  and (ii) make  certain  agreements  with  respect to such
Cooperative Loan.

         Reconstitution:  Any Securitization Transaction or Whole Loan Transfer.

         Reconstitution  Agreement:  The agreement or agreements  entered into by the Company and the  Purchaser  and/or  certain third
parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced  hereunder,  in connection with a
Whole Loan Transfer or Securitization Transaction.

         Reconstitution  Date:  The date on which any or all of the Mortgage  Loans  serviced  under this Agreement may be removed from
this Agreement and  reconstituted as part of a Securitization  Transaction,  Agency Transfer or Whole Loan Transfer pursuant to Section
9.01 hereof.  The Reconstitution Date shall be such date as the Purchaser shall designate.


         Regulation AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.


         REMIC:  A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.

         REMIC  Provisions:  Provisions  of the federal  income tax law relating to a REMIC,  which appear at Section 860A through 860G
of  Subchapter M of Chapter 1, Subtitle A of the Code,  and related  provisions,  regulations,  rulings or  pronouncements  promulgated
thereunder, as the foregoing may be in effect from time to time.

         Remittance  Date:  The 18th day (or if such 18th day is not a Business Day, the first Business Day  immediately  following) of
any month.

         REO Disposition:  The final sale by the Company of any REO Property.

         REO Disposition Proceeds:  All amounts received with respect to an REO Disposition pursuant to Section 4.16.

         REO Property:  A Mortgaged  Property  acquired by the Company on behalf of the  Purchaser  through  foreclosure  or by deed in
lieu of foreclosure, as described in Section 4.16.

         Repurchase  Price:  Unless  agreed  otherwise  by the  Purchaser  and the Company,  a price equal to (i) the Stated  Principal
Balance of the Mortgage Loan plus (ii) interest on such Stated  Principal  Balance at the Mortgage Loan  Remittance  Rate from the date
on which  interest  has last been paid and  distributed  to the  Purchaser  through the last day of the month in which such  repurchase
takes place,  less amounts  received or advanced in respect of such  repurchased  Mortgage  Loan which are being held in the  Custodial
Account for distribution in the month of repurchase.

         Retained  Mortgage  File:  The items  referred to as items (3), (6), (7), (8) and (9) in Exhibit C annexed hereto with respect
to a particular  Mortgage Loan that are not required to be delivered to the Custodian  pursuant to this  Agreement,  and any additional
documents required to be added to the Retained Mortgage File pursuant to this Agreement.

         Securities Act:  The Securities Act of 1933, as amended.

         Securitization  Transaction:  Any  transaction  involving  either (a) a sale or other  transfer of some or all of the Mortgage
Loans  directly or indirectly to an issuing entity in connection  with an issuance of publicly  offered or privately  placed,  rated or
unrated  mortgage-backed  securities  or (b) an issuance of publicly  offered or privately  placed,  rated or unrated  securities,  the
payments on which are determined  primarily by reference to one or more portfolios of residential  mortgage loans consisting,  in whole
or in part, of some or all of the Mortgage Loans.

         Servicer:  As defined in Section 9.01(e)(iii).

         Servicing  Advances:  All customary,  reasonable and necessary "out of pocket" costs and expenses other than Monthly  Advances
(including  reasonable  attorney's fees and  disbursements)  incurred in the  performance by the Company of its servicing  obligations,
including,  but not limited to, the cost of (a) the  preservation,  restoration  and  protection  of the  Mortgaged  Property,  (b) any
enforcement  or  judicial  proceedings,  including  foreclosures,  (c) the  management  and  liquidation  of any REO  Property  and (d)
compliance  with the  obligations  under  Section  4.08 and 4.10  (excluding  the  Company's  obligations  to pay the  premiums on LPMI
Policies).

         Servicing  Criteria:  The  "servicing  criteria" set forth in Item 1122(d) of Regulation  AB, as such may be amended from time
to time.

         Servicing  Fee:  With respect to each  Mortgage  Loan,  the amount of the annual fee the  Purchaser  shall pay to the Company,
which  shall,  for a period of one full  month,  be equal to  one-twelfth  of the  product  of (a) the  Servicing  Fee Rate and (b) the
outstanding  principal  balance of such Mortgage Loan. Such fee shall be payable  monthly,  computed on the basis of the same principal
amount and period  respecting  which any related  interest  payment on a Mortgage Loan is received.  The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable  solely from, the interest  portion  (including  recoveries  with
respect to interest  from  Liquidation  Proceeds,  to the extent  permitted by Section 4.05) of such Monthly  Payment  collected by the
Company, or as otherwise provided under Section 4.05.

         Servicing Fee Rate:  The per annum percentage for each Mortgage Loan, as stated in the Commitment Letter.

         Servicing  File:  With  respect to each  Mortgage  Loan,  the file  retained by the Company  consisting  of  originals  of all
documents in the Retained  Mortgage File which are not delivered to the Custodian and copies of the Mortgage Loan  Documents  listed in
the Custodial Agreement the originals of which are delivered to the Custodian pursuant to Section 2.03.

         Servicing  Officer:  Any officer of the  Company  involved in or  responsible  for the  administration  and  servicing  of the
Mortgage  Loans whose name appears on a list of servicing  officers  furnished by the Company to the Purchaser  upon  request,  as such
list may from time to time be amended.

         Stated  Principal  Balance:  As to each Mortgage Loan, (i) the principal  balance of the Mortgage Loan at the related  Cut-off
Date after  giving  effect to  payments  of  principal  due on or before  such date,  whether or not  received,  minus (ii) all amounts
previously  distributed to the Purchaser with respect to the related Mortgage Loan representing  payments or recoveries of principal or
advances in lieu thereof.

         Static Pool Information:  Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.

         Stock  Certificate:  With respect to a Cooperative Loan, a certificate  evidencing  ownership of the Cooperative Shares issued
by the Cooperative.

         Stock Power:  With respect to a Cooperative  Loan, an assignment of the Stock  Certificate or an assignment of the Cooperative
Shares issued by the Cooperative.

         Subcontractor:  Any vendor,  subcontractor  or other Person that is not responsible for the overall  servicing (as "servicing"
is commonly  understood by participants in the  mortgage-backed  securities market) of Mortgage Loans but performs one or more discrete
functions  identified in Item 1122(d) of  Regulation AB with respect to Mortgage  Loans under the direction or authority of the Company
or a Subservicer.

         Subservicer:  Any Person that services  Mortgage Loans on behalf of the Company or any  Subservicer and is responsible for the
performance  (whether directly or through  Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this  Agreement or any  Reconstitution  Agreement  that are identified in Item 1122(d) of
Regulation AB.

         Subsidy Account:  An account maintained by the Company specifically to hold all Subsidy Funds to be applied to individual
Subsidy Loans.

         Subsidy Funds:  With respect to any Subsidy Loans, funds contributed by the employer of a Mortgagor in order to reduce the
payments required from the Mortgagor for a specified period in specified amounts.

         Subsidy Loan:  Any Mortgage Loan subject to a temporary interest subsidy agreement pursuant to which the monthly interest
payments made by the related Mortgagor will be less than the scheduled monthly interest payments on such Mortgage Loan, with the
resulting difference in interest payments being provided by the employer of the Mortgagor.  Each Subsidy Loan will be identified as
such in the related Electronic Data File.

         Third-Party Originator:  Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.

         Time$aver®  Mortgage  Loan: A Mortgage Loan which has been  refinanced  pursuant to a Company  program that allows a rate/term
refinance of an existing Company serviced loan with minimal documentation.

         Whole Loan  Transfer:  Any sale or transfer of some or all of the Mortgage  Loans by the  Purchaser  to a third  party,  which
sale or transfer is not a Securitization Transaction or Agency Transfer.

                                                              ARTICLE II


       CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS


Section 2.01      Conveyance of Mortgage Loans; Possession of Custodial Mortgage Files;
                  Maintenance of Retained Mortgage Files and Servicing Files.

         Pursuant to an Assignment  and  Conveyance  Agreement,  on the related  Closing  Date,  the Company,  simultaneously  with the
payment of the Purchase Price by the Purchaser,  shall thereby sell,  transfer,  assign, set over and convey to the Purchaser,  without
recourse,  but subject to the terms of this Agreement and the related  Assignment and Conveyance  Agreement,  all the right,  title and
interest of the Company in and to the Mortgage Loans listed on the  respective  Mortgage Loan Schedule  annexed to such  Assignment and
Conveyance  Agreement,  together with the Retained Mortgage Files and Custodial  Mortgage Files and all rights and obligations  arising
under the  documents  contained  therein.  Pursuant to Section 2.03,  the Company  shall  deliver the Custodial  Mortgage File for each
Mortgage Loan comprising the related Loan Package to the Custodian.

         The contents of each  Retained  Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for
the benefit of the Purchaser as the owner thereof.  The Company shall  maintain a Servicing  File  consisting of a copy of the contents
of each  Custodial  Mortgage File and the originals of the  documents in each  Retained  Mortgage File not delivered to the  Custodian.
The  possession of each Retained  Mortgage File and Servicing  File by the Company is at the will of the Purchaser for the sole purpose
of servicing the related  Mortgage Loan, and such  retention and  possession by the Company is in a custodial  capacity only.  Upon the
sale of the Mortgage  Loans the ownership of each  Mortgage  Note,  the related  Mortgage and the related  Custodial  Mortgage File and
Servicing  File shall vest  immediately  in the  Purchaser,  and the ownership of all records and documents with respect to the related
Mortgage  Loan  prepared by or which come into the  possession  of the Company  shall vest  immediately  in the  Purchaser and shall be
retained and  maintained  by the Company,  in trust,  at the will of the  Purchaser and only in such  custodial  capacity.  The Company
shall  release its custody of the contents of any Servicing  File only in  accordance  with written  instructions  from the  Purchaser,
unless such release is required as incidental to the Company's  servicing of the Mortgage  Loans or is in connection  with a repurchase
of any Mortgage Loan pursuant to Section 3.03 or 6.02.  All such costs  associated  with the release,  transfer and  re-delivery to the
Company shall be the responsibility of the Purchaser other than any related recording costs (especially in instances of breach).

         In addition,  in connection  with the assignment of any MERS Mortgage  Loan, the Company agrees that it will cause,  the MERS®
System to indicate that such Mortgage  Loans have been  assigned by the Company to the Purchaser in accordance  with this  Agreement by
including (or deleting,  in the case of Mortgage Loans which are  repurchased in accordance with this Agreement) in such computer files
the information required by the MERS® System to identify the Purchaser as beneficial owner of such Mortgage Loans.

Section 2.02     Books and Records; Transfers of Mortgage Loans.

         From and after the sale of the Mortgage  Loans to the Purchaser in the related Loan Package on each Closing  Date,  all rights
arising out of such Mortgage  Loans  including  but not limited to all funds  received on or in  connection  with such Mortgage  Loans,
shall be received and held by the Company in trust for the benefit of the  Purchaser as owner of such Mortgage  Loans,  and the Company
shall retain record title to the related  Mortgages for the sole purpose of  facilitating  the  servicing  and the  supervision  of the
servicing of such Mortgage Loans.

         The sale of each Mortgage Loan shall be reflected on the Company's  balance sheet and other financial  statements as a sale of
assets by the Company.  The Company shall be responsible for maintaining,  and shall maintain,  a complete set of books and records for
each Mortgage Loan which shall be marked  clearly to reflect the ownership of each Mortgage Loan by the Purchaser.  In particular,  the
Company  shall  maintain in its  possession,  available  for  inspection by the  Purchaser,  or its designee,  and shall deliver to the
Purchaser upon demand,  evidence of compliance  with all federal,  state and local laws,  rules and  regulations,  and  requirements of
Fannie Mae or Freddie Mac,  including but not limited to  documentation  as to the method used in determining the  applicability of the
provisions of the Flood Disaster  Protection Act of 1973, as amended,  to the Mortgaged Property,  documentation  evidencing  insurance
coverage and  eligibility of any condominium  project for approval by Fannie Mae or Freddie Mac and records of periodic  inspections as
required by Section 4.13. To the extent that original  documents are not required for purposes of realization  of Liquidation  Proceeds
or Insurance Proceeds,  documents  maintained by the Company may be in the form of microfilm or microfiche or such other reliable means
of recreating  original  documents,  including but not limited to, optical imagery  techniques so long as the Company complies with the
requirements of the Fannie Mae Selling and Servicing Guide, as amended from time to time.

         The Company shall  maintain with respect to each  Mortgage  Loan and shall make  available for  inspection by any Purchaser or
its designee the related  Servicing  File during the time the  Purchaser  retains  ownership of such  Mortgage  Loan and  thereafter in
accordance with applicable laws and regulations.

         The Company shall keep at its servicing  office books and records in which,  subject to such reasonable  regulations as it may
prescribe,  the Company shall note transfers of Mortgage  Loans.  No transfer of a Mortgage Loan may be made unless such transfer is in
compliance  with the terms  hereof.  For the purposes of this  Agreement,  the Company  shall be under no  obligation  to deal with any
Person  with  respect to this  Agreement  or the  Mortgage  Loans  unless the books and  records  show such  Person as the owner of the
Mortgage Loan. The Purchaser may,  subject to the terms of this  Agreement,  sell and transfer one or more of the Mortgage  Loans.  The
Purchaser  also shall advise the Company of the  transfer.  Upon receipt of notice of the  transfer,  the Company  shall mark its books
and records to reflect the  ownership  of the Mortgage  Loans of such  assignee,  and shall  release the  previous  Purchaser  from its
obligations  hereunder with respect to the Mortgage Loans sold or  transferred.  Such  notification of a transfer shall include a final
loan  schedule  which shall be received by the Company no fewer than five (5) Business  Days before the last Business Day of the month.
If such  notification  is not  received as specified  above,  the  Company's  duties to remit and report as required by Section 5 shall
begin with the next Due Period.

Section 2.03      Custodial Agreement; Delivery of Documents.

         On each Closing Date with respect to each Mortgage  Loan  comprising  the related Loan Package,  the Company shall deliver and
release to the Custodian the related Custodial Mortgage File as set forth in Exhibit C attached hereto.

         The  Custodian  shall certify its receipt of any Mortgage Loan  Documents  actually  received on or prior to such Closing Date
and as required to be delivered  pursuant to the Custodial  Agreement,  as evidenced by the Initial  Certification  of the Custodian in
the form annexed to the Custodial Agreement.  The Purchaser will be responsible for the fees and expenses of the Custodian.

         Upon the Purchaser's  request,  the Company shall deliver to Purchaser or its designee within ten (10) days after such request
such  contents of the Retained  Mortgage  file so  requested.  In the event that the company  fails to deliver to the  Purchaser or its
designee  the  requested  contents of the Retained  Mortgage  File within such  ten-day  period,  and if the Company does not cure such
failure within five (5) days following  receipt of written  notification  of such failure,  the Company shall  repurchase  each related
Mortgage Loan at the price and in the manner specified in Section 3.03.

         The Company  shall forward to the Custodian  original  documents  evidencing an  assumption,  modification,  consolidation  or
extension of any  Mortgage  Loan entered into in  accordance  with Section 4.01 or 6.01 within one week of their  execution,  provided,
however,  that the Company shall  provide the  Custodian  with a certified  true copy of any such  document  submitted for  recordation
within ten (10) days of its  execution,  and shall  provide the original of any document  submitted for  recordation  or a copy of such
document  certified by the appropriate  public recording office to be a true and complete copy of the original within sixty days of its
submission for recordation.

         In the event the public  recording  office is delayed in  returning  any  original  document  which the Company is required to
deliver at any time to the  Custodian  in  accordance  with the terms of the  Custodial  Agreement  or which the Company is required to
maintain in the related  Retained  Mortgage  File,  the Company  shall deliver to the  Custodian or to the Retained  Mortgage  File, as
applicable,  within 240 days of its submission for recordation,  a copy of such document and an Officer's Certificate,  which shall (i)
identify the recorded  document;  (ii) state that the recorded  document has not been  delivered to the Custodian due solely to a delay
by the public  recording  office,  (iii) state the amount of time generally  required by the applicable  recording office to record and
return a document  submitted  for  recordation,  and (iv) specify the date the  applicable  recorded  document will be delivered to the
Custodian.  The Company will be required to deliver such document to the  Custodian or to the Retained  Mortgage  File, as  applicable,
by the date  specified in (iv) above.  An extension of the date  specified  in (iv) above may be requested  from the  Purchaser,  which
consent shall not be unreasonably withheld.

         In the event that new,  replacement,  substitute  or  additional  Stock  Certificates  are  issued  with  respect to  existing
Cooperative  Shares,  the Company  immediately  shall deliver to the Custodian  the new Stock  Certificates,  together with the related
Stock Powers in blank. Such new Stock  Certificates  shall be subject to the related Pledge  Instruments and shall be subject to all of
the terms, covenants and conditions of this Agreement.

                                                              ARTICLE III

                                          REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH



Section 3.01      Company Representations and Warranties.

         The Company hereby represents and warrants to the Purchaser that, as of the related Closing Date:

         (a)      Due Organization and Authority.

                  The Company is a national banking  association  duly organized,  validly existing and in good standing under the laws
                  of the United States and has all licenses  necessary to carry on its business as now being conducted and is licensed,
                  qualified and in good standing in each state where a Mortgaged  Property is located if the laws of such state require
                  licensing or qualification  in order to conduct  business of the type conducted by the Company,  and in any event the
                  Company is in compliance with the laws of any such state to the extent necessary to ensure the  enforceability of the
                  related  Mortgage Loan and the servicing of such Mortgage Loan in accordance  with the terms of this  Agreement;  the
                  Company  has the full  power and  authority  to execute  and  deliver  this  Agreement  and to perform in  accordance
                  herewith;  the execution,  delivery and  performance of this Agreement  (including all  instruments of transfer to be
                  delivered  pursuant to this Agreement) by the Company and the  consummation of the transactions  contemplated  hereby
                  have been duly and validly authorized;  this Agreement evidences the valid, binding and enforceable obligation of the
                  Company;  and all requisite  action has been taken by the Company to make this  Agreement  valid and binding upon the
                  Company in accordance with its terms;

         (b)      Ordinary Course of Business.

                  The  consummation  of the  transactions  contemplated by this Agreement are in the ordinary course of business of the
                  Company,  who is in the business of selling and servicing loans,  and the transfer,  assignment and conveyance of the
                  Mortgage  Notes and the Mortgages by the Company  pursuant to this  Agreement are not subject to the bulk transfer or
                  any similar statutory provisions in effect in any applicable jurisdiction;

         (c)      No Conflicts.

                  Neither the execution and delivery of this Agreement,  the acquisition of the Mortgage Loans by the Company, the sale
                  of the Mortgage Loans to the Purchaser or the transactions  contemplated hereby, nor the fulfillment of or compliance
                  with the terms  and  conditions  of this  Agreement  will  conflict  with or result in a breach of any of the  terms,
                  articles of incorporation or by-laws or any legal  restriction or any agreement or instrument to which the Company is
                  now a party or by which  it is  bound,  or  constitute  a  default  or  result  in the  violation  of any law,  rule,
                  regulation,  order,  judgment or decree to which the Company or its property is subject, or impair the ability of the
                  Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;

         (d)      Ability to Service.

                  The Company is an approved  seller/servicer of conventional residential mortgage loans for Fannie Mae or Freddie Mac,
                  with the facilities,  procedures,  and experienced  personnel  necessary for the sound servicing of mortgage loans of
                  the same type as the Mortgage Loans.  The Company is in good standing to sell mortgage loans to and service  mortgage
                  loans for Fannie Mae or Freddie Mac, and no event has  occurred,  including  but not limited to a change in insurance
                  coverage,  which would make the Company unable to comply with Fannie Mae or Freddie Mac  eligibility  requirements or
                  which would require notification to either Fannie Mae or Freddie Mac;

         (e)      Reasonable Servicing Fee.

                  The Company  acknowledges  and agrees that the Servicing Fee represents  reasonable  compensation for performing such
                  services and that the entire  Servicing Fee shall be treated by the Company,  for  accounting  and tax  purposes,  as
                  compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement;

         (f)      Ability to Perform.

                  The Company does not believe, nor does it have any reason or cause to believe,  that it cannot perform each and every
                  covenant  contained in this  Agreement.  The Company is solvent and the sale of the Mortgage Loans will not cause the
                  Company to become  insolvent.  The sale of the Mortgage  Loans is not  undertaken to hinder,  delay or defraud any of
                  the Company's creditors;

         (g)      No Litigation Pending.

                  There is no action, suit,  proceeding or investigation pending or threatened against the Company which, either in any
                  one instance or in the aggregate,  may result in any material adverse change in the business,  operations,  financial
                  condition,  properties or assets of the Company, or in any material impairment of the right or ability of the Company
                  to carry on its business substantially as now conducted,  or in any material liability on the part of the Company, or
                  which would draw into question the validity of this  Agreement or the Mortgage  Loans or of any action taken or to be
                  contemplated  herein,  or which would be likely to impair  materially the ability of the Company to perform under the
                  terms of this Agreement;

         (h)      No Consent Required.

                  No  consent,  approval,  authorization  or order of any  court or  governmental  agency or body is  required  for the
                  execution,  delivery and  performance  by the Company of or compliance by the Company with this Agreement or the sale
                  of the Mortgage Loans as evidenced by the  consummation of the  transactions  contemplated  by this Agreement,  or if
                  required, such approval has been obtained prior to the related Closing Date;

         (i)      Selection Process.

                  The Mortgage Loans were selected from among either the outstanding  fixed rate or adjustable rate one- to four-family
                  mortgage  loans  in  the  Company's  mortgage  banking  portfolio  at  the  related  Closing  Date  as to  which  the
                  representations  and  warranties  set forth in Section 3.02 could be made and such selection was not made in a manner
                  so as to affect adversely the interests of the Purchaser;

         (j)      No Untrue Information.

                  Neither this Agreement nor any  statement,  report or other  document  furnished or to be furnished  pursuant to this
                  Agreement or in connection with the transactions  contemplated  hereby contains any untrue statement of fact or omits
                  to state a fact necessary to make the statements contained therein not misleading;

         (k)      Sale Treatment.

                  The Company has  determined  that the  disposition  of the Mortgage Loans pursuant to this Agreement will be afforded
                  sale treatment for accounting and tax purposes;

         (l)      No Material Change.

                  There has been no material adverse change in the business,  operations,  financial condition or assets of the Company
                  since the date of the Company's most recent financial statements;

         (m)      No Brokers' Fees.

                  The Company  has not dealt with any  broker,  investment  banker,  agent or other  Person that may be entitled to any
                  commission or compensation in the connection with the sale of the Mortgage Loans; and

(n)      MERS.

                  The Company is a member of MERS in good standing.


Section 3.02      Representations and Warranties Regarding Individual Mortgage Loans.

         As to each Mortgage Loan, the Company hereby represents and warrants to the Purchaser that as of the related Closing Date:

         (a)      Mortgage Loans as Described.

                  The  information set forth in the respective  Mortgage Loan Schedule and the information  contained on the respective
                  Electronic Data File delivered to the Purchaser is true and correct;

         (b)      Payments Current.

                  All  payments  required  to be made up to the  related  Cut-off  Date for the  Mortgage  Loan  under the terms of the
                  Mortgage  Note have been made and credited.  No payment under any Mortgage Loan has been thirty (30) days  delinquent
                  more than one time within twelve (12) months prior to the related Closing Date;

         (c)      No Outstanding Charges.

                  There are no  defaults  in  complying  with the terms of the  Mortgages,  and all  taxes,  governmental  assessments,
                  insurance  premiums,  leasehold payments,  water, sewer and municipal charges,  which previously became due and owing
                  have been paid, or an escrow of funds has been  established in an amount  sufficient to pay for every such item which
                  remains  unpaid and which has been  assessed but is not yet due and payable.  The Seller has not advanced  funds,  or
                  induced,  solicited  directly or indirectly,  the payment of any amount required under the Mortgage Loan,  except for
                  interest  accruing  from the  date of the  Mortgage  Note or date of  disbursement  of the  Mortgage  Loan  proceeds,
                  whichever is later,  to the day which  precedes by one month the Due Date of the first  installment  of principal and
                  interest;

         (d)      Original Terms Unmodified.

                  The terms of the  Mortgage  Note and Mortgage  have not been  impaired,  waived,  altered or modified in any respect,
                  except by a written  instrument  which has been recorded,  if necessary to protect the interests of the Purchaser and
                  which has been  delivered to the Custodian.  The substance of any such waiver,  alteration or  modification  has been
                  approved by the issuer of any related PMI Policy and the title  insurer,  to the extent  required by the policy,  and
                  its terms are reflected on the related Mortgage Loan Schedule.  No Mortgagor has been released,  in whole or in part,
                  except in  connection  with an  assumption  agreement  approved by the issuer of any related PMI Policy and the title
                  insurer,  to the extent  required by the policy,  and which  assumption  agreement  was  delivered  to the  Custodian
                  pursuant to the terms of the Custodial Agreement;

         (e)      No Defenses.

                  The Mortgage Loan is not subject to any right of rescission,  set-off,  counterclaim  or defense,  including  without
                  limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,  or
                  the exercise of any right thereunder,  render either the Mortgage Note or the Mortgage unenforceable,  in whole or in
                  part, or subject to any right of rescission,  set-off,  counterclaim  or defense,  including  without  limitation the
                  defense of usury,  and no such right of rescission,  set-off,  counterclaim or defense has been asserted with respect
                  thereto;

         (f)      No Satisfaction of Mortgage.

                  The Mortgage has not been  satisfied,  canceled,  subordinated  or rescinded,  in whole or in part, and the Mortgaged
                  Property has not been  released  from the lien of the  Mortgage,  in whole or in part,  nor has any  instrument  been
                  executed that would effect any such release, cancellation, subordination or rescission;

         (g)      Validity of Mortgage Documents.

                  The Mortgage  Note and the  Mortgage and related  documents  are  genuine,  and each is the legal,  valid and binding
                  obligation of the maker thereof  enforceable in accordance  with its terms.  All parties to the Mortgage Note and the
                  Mortgage  had legal  capacity to enter into the Mortgage  Loan and to execute and deliver the  Mortgage  Note and the
                  Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties;

                  With respect to each Cooperative Loan, the Mortgage Note, the Mortgage,  the Pledge Agreement,  and related documents
                  are genuine,  and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with
                  its terms. All parties to the Mortgage Note, the Mortgage,  the Pledge  Agreement,  the Proprietary  Lease, the Stock
                  Power,  Recognition  Agreement and the Assignment of Proprietary  Lease had legal capacity to enter into the Mortgage
                  Loan and to execute and deliver such  documents,  and such  documents  have been duly and  properly  executed by such
                  parties;


         (h)      No Fraud.

                  No error, omission,  misrepresentation,  negligence,  fraud or similar occurrence with respect to a Mortgage Loan has
                  taken place on the part of the Company, or the Mortgagor,  or to the best of the Company's knowledge,  any appraiser,
                  any  builder,  or any  developer,  or any other party  involved in the  origination  of the  Mortgage  Loan or in the
                  application of any insurance in relation to such Mortgage Loan;

         (i)      Compliance with Applicable Laws.

                  Any and all requirements of any federal, state or local law including, without limitation,  usury,  truth-in-lending,
                  real estate settlement procedures,  consumer credit and privacy protection,  equal credit opportunity,  disclosure or
                  predatory and abusive  lending laws  applicable to the Mortgage Loan have been complied  with,  and the Company shall
                  maintain in its  possession,  available for the  Purchaser's  inspection,  and shall  deliver to the  Purchaser  upon
                  demand,  evidence of compliance with all such requirements.  All inspections,  licenses and certificates  required to
                  be made or issued with respect to all occupied  portions of the  Mortgaged  Property and, with respect to the use and
                  occupancy of the same,  including but not limited to  certificates of occupancy and fire  underwriting  certificates,
                  have been made or obtained from the appropriate authorities;

         (j)      Location and Type of Mortgaged Property.

                  The Mortgaged  Property is located in the state  identified  in the related  Mortgage Loan Schedule and consists of a
                  single,  contiguous  parcel of real property with a detached single family residence  erected  thereon,  or a two- to
                  four-family dwelling, or an individual condominium unit in a condominium project, or a Cooperative  Apartment,  or an
                  individual unit in a planned unit  development or a townhouse,  provided,  however,  that any condominium  project or
                  planned unit development shall conform with the applicable Fannie Mae  requirements,  or the underwriting  guidelines
                  of the company,  regarding such  dwellings,  and no residence or dwelling is a mobile home. As of the respective date
                  of the appraisal for each Mortgaged  Property,  any Mortgaged Property being used for commercial purposes conforms to
                  the  underwriting  guidelines  of the Company  and, to the best of the  Company's  knowledge,  since the date of such
                  appraisal,  no portion of the Mortgage  Property has been used for commercial  purposes  outside of the  underwriting
                  guidelines of the Company;

         (k)      Valid First Lien.

                  The Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property,  including all buildings on
                  the Mortgaged  Property and all  installations  and mechanical,  electrical,  plumbing,  heating and air conditioning
                  systems located in or annexed to such buildings,  and all additions,  alterations and  replacements  made at any time
                  with respect to the foregoing.  The lien of the Mortgage is subject only to:

                  (1)      the lien of current real property taxes and assessments not yet due and payable;

                  (2)      covenants,  conditions and restrictions,  rights of way, easements and other matters of the public record as
                           of the date of recording acceptable to mortgage lending institutions  generally and specifically referred to
                           in the lender's title insurance  policy delivered to the originator of the Mortgage Loan and (i) referred to
                           or otherwise  considered in the appraisal made for the originator of the Mortgage Loan and (ii) which do not
                           adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and

                  (3)      other matters to which like  properties  are commonly  subject which do not  materially  interfere  with the
                           benefits  of the  security  intended  to be  provided  by the  mortgage  or the  use,  enjoyment,  value  or
                           marketability of the related Mortgaged Property.

                  Any security  agreement,  chattel  mortgage or equivalent  document  related to and delivered in connection  with the
                  Mortgage Loan  establishes  and creates a valid,  subsisting and enforceable  first lien and first priority  security
                  interest  on the  property  described  therein  and the  Company  has full  right to sell and  assign the same to the
                  Purchaser;

                  With respect to each  Cooperative  Loan, each Pledge  Agreement  creates a valid,  enforceable  and subsisting  first
                  security  interest in the  Cooperative  Shares and  Proprietary  Lease,  subject  only to (i) the lien of the related
                  Cooperative for unpaid assessments  representing the Mortgagor's pro rata share of the Cooperative's payments for its
                  blanket mortgage, current and future real property taxes, insurance premiums,  maintenance fees and other assessments
                  to which like  collateral  is commonly  subject and (ii) other matters to which like  collateral is commonly  subject
                  which do not materially  interfere with the benefits of the security intended to be provided by the Pledge Agreement;
                  provided,  however,  that the appurtenant  Proprietary  Lease may be subordinated or otherwise subject to the lien of
                  any mortgage on the Project;

         (l)      Full Disbursement of Proceeds.

                  The  proceeds  of the  Mortgage  Loan have been fully  disbursed,  except for escrows  established  or created due to
                  seasonal  weather  conditions,  and there is no  requirement  for future  advances  thereunder.  All costs,  fees and
                  expenses  incurred in making or closing the  Mortgage  Loan and the  recording  of the  Mortgage  were paid,  and the
                  Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

         (m)      Consolidation of Future Advances.

                  Any future  advances made prior to the related Cut-off Date, have been  consolidated  with the outstanding  principal
                  amount secured by the Mortgage,  and the secured principal amount, as consolidated,  bears a single interest rate and
                  single  repayment  term  reflected on the related  Mortgage  Loan  Schedule.  The lien of the  Mortgage  securing the
                  consolidated  principal  amount is expressly  insured as having first lien priority by a title insurance  policy,  an
                  endorsement to the policy insuring the  mortgagee's  consolidated  interest or by other title evidence  acceptable to
                  Fannie Mae or Freddie Mac; the  consolidated  principal  amount does not exceed the original  principal amount of the
                  Mortgage Loan; the Seller shall not make future advances after the related Cut-Off Date;

         (n)      Ownership.

                  The  Company is the sole  owner of record  and holder of the  Mortgage  Loan and the  related  Mortgage  Note and the
                  Mortgage are not assigned or pledged,  and the Company has good and  marketable  title thereto and has full right and
                  authority to transfer and sell the Mortgage  Loan to the  Purchaser.  The Company is  transferring  the Mortgage Loan
                  free and clear of any and all encumbrances,  liens, pledges,  equities,  participation interests,  claims, charges or
                  security interests of any nature encumbering such Mortgage Loan;

         (o)      Origination/Doing Business.

                  The Mortgage Loan was  originated  by a savings and loan  association,  a savings  bank, a commercial  bank, a credit
                  union, an insurance company,  or similar institution which is supervised and examined by a federal or state authority
                  or by a mortgagee approved by the Secretary of Housing and Urban Development  pursuant to Sections 203 and 211 of the
                  National Housing Act. All parties which have had any interest in the Mortgage Loan,  whether as mortgagee,  assignee,
                  pledgee or  otherwise,  are (or,  during the period in which they held and  disposed of such  interest,  were) (1) in
                  compliance  with any and all  applicable  licensing  requirements  of the laws of the  state  wherein  the  Mortgaged
                  Property is located,  and (2) organized  under the laws of such state, or (3) qualified to do business in such state,
                  or (4) federal  savings and loan  associations or national banks having  principal  offices in such state, or (5) not
                  doing business in such state;

         (p)      LTV, PMI Policy.

                  Each Mortgage Loan has an LTV as set forth in the related  Mortgage Loan Schedule and related  Electronic  Data File.
                  Except as indicated on the  Electronic  Data File,  those  Mortgage Loans with an LTV greater than 80% at the time of
                  origination,  a portion of the unpaid  principal  balance of the  Mortgage  Loan is and will be insured as to payment
                  defaults by a PMI Policy.  If the Mortgage  Loan is insured by a PMI Policy for which the Mortgage pays all premiums,
                  the  coverage  will  remain  in place  until (i) the LTV is  decreased  to 78% or (ii) the PMI  Policy  is  otherwise
                  terminated  pursuant to the  Homeowners  Protection  Act of 1998,  12 USC 4901,  et seq. All  provisions  of such PMI
                  Policy and LPMI Policy have been and are being  complied  with,  such PMI Policy and LPMI Policy is in full force and
                  effect,  and all  premiums  due  thereunder  have been  paid.  The  Qualified  Insurer  has a claims  paying  ability
                  acceptable  to Fannie Mae or Freddie Mac. Any Mortgage  Loan subject to a PMI Policy  obligates  the  Mortgagor or in
                  the case of an LPMI Policy,  obligates  the Company,  thereunder to maintain the PMI Policy or LPMI Policy and to pay
                  all premiums and charges in connection  therewith.  The Mortgage  Interest Rate for the Mortgage Loan as set forth on
                  the related Mortgage Loan Schedule is net of any such insurance premium.  No prior holder of the Mortgage,  including
                  the  Company,  has done,  by act or  omission,  anything  which would  impair the coverage of such PMI Policy or LPMI
                  Policy;

         (q)      Title Insurance.

                  The Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally  acceptable form of policy
                  of insurance  acceptable to Fannie Mae or Freddie Mac, issued by a title insurer  acceptable to Fannie Mae or Freddie
                  Mac and qualified to do business in the jurisdiction where the Mortgaged  Property is located,  insuring the Company,
                  its successors and assigns,  as to the first  priority lien of the Mortgage in the original  principal  amount of the
                  Mortgage Loan, subject only to the exceptions  contained in clauses (1), (2) and (3) of Paragraph (k) of this Section
                  3.02, and against any loss by reason of the invalidity or  unenforceability of the lien resulting from the provisions
                  of the Mortgage  providing for adjustment to the Mortgage Interest Rate and Monthly Payment.  The Company is the sole
                  insured of such lender's  title  insurance  policy,  and such lender's  title  insurance  policy is in full force and
                  effect and will be in force and effect upon the consummation of the transactions  contemplated by this Agreement.  No
                  claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage,  including the
                  Company,  has done, by act or omission,  anything  which would impair the coverage of such lender's  title  insurance
                  policy;

         (r)      No Defaults.

                  There is no default,  breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and
                  no event  which,  with the  passage of time or with  notice and the  expiration  of any grace or cure  period,  would
                  constitute a default, breach,  violation or event of acceleration,  and neither the Company nor its predecessors have
                  waived any default, breach, violation or event of acceleration;

         (s)      No Mechanics' Liens.

                  There are no mechanics'  or similar liens or claims which have been filed for work,  labor or material (and no rights
                  are outstanding that under the law could give rise to such liens) affecting the related Mortgaged  Property which are
                  or may be liens  prior to, or equal or  coordinate  with,  the lien of the  related  Mortgage  which are not  insured
                  against by the title insurance policy referenced in Paragraph (q) above;

         (t)      Location of Improvements; No Encroachments.

                  Except as insured against by the title insurance policy  referenced in Paragraph (q) above,  all  improvements  which
                  were  considered in determining  the Appraised  Value of the Mortgaged  Property lay wholly within the boundaries and
                  building  restriction lines of the Mortgaged Property and no improvements on adjoining  properties  encroach upon the
                  Mortgaged  Property.  No  improvement  located on or being part of the  Mortgaged  Property  is in  violation  of any
                  applicable zoning law or regulation;

         (u)      Payment Terms.

                  Except with respect to the Interest Only Mortgage Loans,  principal payments commenced no more than 60 days after the
                  funds were  disbursed to the  Mortgagor in connection  with the Mortgage  Loan.  The Mortgage  Loans have an original
                  term to maturity of not more than 30 years,  with interest  payable in arrears on the first day of each month.  As to
                  each adjustable rate Mortgage Loan on each applicable  Adjustment  Date, the Mortgage  Interest Rate will be adjusted
                  to equal the sum of the Index plus the applicable Gross Margin,  rounded up or down to the nearest multiple of 0.125%
                  indicated by the Mortgage Note;  provided that the Mortgage  Interest Rate will not increase or decrease by more than
                  2.00% on any  Adjustment  Date, and will in no event exceed the maximum  Mortgage  Interest Rate or be lower than the
                  minimum  Mortgage  Interest Rate listed on the Mortgage Loan Schedule for such Mortgage Loan.  Each  adjustable  rate
                  Mortgage Note requires a monthly payment which is sufficient,  during the period prior to the first adjustment to the
                  Mortgage  Interest Rate, to fully amortize the outstanding  principal balance as of the first day of such period over
                  the then remaining  term of such Mortgage Note and to pay interest at the related  Mortgage  Interest Rate;  provided
                  however,  with respect to any Interest Only Mortgage  Loans,  the Mortgage Note allows a Monthly  Payment of interest
                  only during the period prior to the first  Adjustment  Date and upon the first  adjustment  to the Mortgage  Interest
                  Rate,  the Mortgage Note  requires a Monthly  Payment of principal  and  interest,  sufficient to fully  amortize the
                  outstanding  principal  balance over the then  remaining  term of such  Mortgage  Loan.  As to each  adjustable  rate
                  Mortgage Loan, if the related Mortgage  Interest Rate changes on an adjustment  date, the then outstanding  principal
                  balance will be  reamortized  over the  remaining  life of such Mortgage  Loan.  No Mortgage  Loan contains  terms or
                  provisions which would result in negative amortization;

         (v)      Customary Provisions.

                  The Mortgage  contains  customary and enforceable  provisions such as to render the rights and remedies of the holder
                  thereof  adequate  for the  realization  against the  Mortgaged  Property of the  benefits of the  security  provided
                  thereby,  including,  (i) in the case of a  Mortgage  designated  as a deed of trust,  by  trustee's  sale,  and (ii)
                  otherwise by judicial  foreclosure.  There is no homestead or other  exemption  available to a Mortgagor  which would
                  interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

         (w)      Occupancy of the Mortgaged Property.

                  As of the date of origination, the Mortgaged Property was lawfully occupied under applicable law;

         (x)      No Additional Collateral.

                  The Mortgage  Note is not and has not been secured by any  collateral,  pledged  account,  except as indicated on the
                  Electronic Data File, or other security except the lien of the  corresponding  Mortgage and the security  interest of
                  any applicable security agreement or chattel mortgage referred to in (k) above;

         (y)      Deeds of Trust.

                  In the event the Mortgage  constitutes a deed of trust, a trustee,  duly qualified  under  applicable law to serve as
                  such, has been properly designated and currently so serves and is named in the Mortgage,  and no fees or expenses are
                  or will  become  payable  by the  Mortgagee  to the  trustee  under the deed of trust,  except in  connection  with a
                  trustee's sale after default by the Mortgagor;

         (z)      Acceptable Investment.

                  The Company has no knowledge of any  circumstances  or conditions  with respect to the Mortgage  Loan,  the Mortgaged
                  Property,  the  Mortgagor  or the  Mortgagor's  credit  standing  that can  reasonably  be expected to cause  private
                  institutional investors to regard the Mortgage Loan as an unacceptable investment,  cause the Mortgage Loan to become
                  delinquent, or adversely affect the value or marketability of the Mortgage Loan;

         (aa)     Transfer of Mortgage Loans.

                  If the Mortgage Loan is not a MERS Mortgage Loan,  the Assignment  upon the insertion of the name of the assignee and
                  recording  information is in recordable  form and is acceptable for recording  under the laws of the  jurisdiction in
                  which the Mortgaged Property is located;

         (bb)     Mortgaged Property Undamaged.

                  The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,  windstorm, flood, tornado or other
                  casualty so as to affect  adversely the value of the Mortgaged  Property as security for the Mortgage Loan or the use
                  for which the premises were intended;

         (cc)     Collection Practices; Escrow Deposits.

                  The  origination  and  collection  practices  used with respect to the  Mortgage  Loan have been in  accordance  with
                  Accepted  Servicing  Practices,  and have been in all  material  respects  legal and proper.  With  respect to escrow
                  deposits and Escrow Payments,  all such payments are in the possession of the Company and there exist no deficiencies
                  in connection  therewith  for which  customary  arrangements  for  repayment  thereof have not been made.  All Escrow
                  Payments have been collected in full  compliance  with state and federal law. No escrow  deposits or Escrow  Payments
                  or other charges or payments due the Company have been capitalized under the Mortgage Note;

         (dd)     No Condemnation.

                  There is no  proceeding  pending  or to the best of the  Company's  knowledge  threatened  for the  total or  partial
                  condemnation of the related Mortgaged Property;

         (ee)     The Appraisal.

                  The Servicing File contains an appraisal of the related  Mortgaged  Property.  As to each  Time$aver®  Mortgage Loan,
                  the  appraisal  may be from the  original  of the  existing  Company-serviced  loan,  which was  refinanced  via such
                  Time$aver®  Mortgage  Loan. The appraisal was conducted by an appraiser who had no interest,  direct or indirect,  in
                  the Mortgaged  Property or in any loan made on the security  thereof;  and whose  compensation is not affected by the
                  approval or  disapproval  of the Mortgage  Loan,  and the  appraisal and the  appraiser  both satisfy the  applicable
                  requirements  of  Title  XI of the  Financial  Institution  Reform,  Recovery,  and  Enforcement  Act of 1989 and the
                  regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

         (ff)     Insurance.

                  The Mortgaged  Property securing each Mortgage Loan is insured by an insurer  acceptable to Fannie Mae or Freddie Mac
                  against loss by fire and such hazards as are covered under a standard  extended  coverage  endorsement and such other
                  hazards  as are  customary  in the area where the  Mortgaged  Property  is located  pursuant  to  insurance  policies
                  conforming  to the  requirements  of Section  4.10, in an amount which is at least equal to the lesser of (a) 100% of
                  the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged Property,  and (b) the
                  greater of (i) the  outstanding  principal  balance of the Mortgage Loan and (ii) an amount such that the proceeds of
                  such insurance  shall be sufficient to prevent the  application to the Mortgagor or the loss payee of any coinsurance
                  clause  under the policy.  If the  Mortgaged  Property is a  condominium  unit,  it is  included  under the  coverage
                  afforded  by a  blanket  policy  for the  project.  If the  improvements  on the  Mortgaged  Property  are in an area
                  identified in the Federal  Register by the Federal  Emergency  Management  Agency as having special flood hazards,  a
                  flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance  Administration is
                  in effect with a generally acceptable  insurance carrier, in an amount representing  coverage not less than the least
                  of (A) the  outstanding  principal  balance of the Mortgage Loan,  (B) the full insurable  value and (C) the  maximum
                  amount of insurance which was available under the Flood Disaster  Protection Act of 1973, as amended.  All individual
                  insurance  policies  contain a standard  mortgagee  clause  naming the  Company  and its  successors  and  assigns as
                  mortgagee,  and all premiums  thereon have been paid. The Mortgage  obligates the Mortgagor  thereunder to maintain a
                  hazard insurance policy at the Mortgagor's cost and expense,  and on the Mortgagor's failure to do so, authorizes the
                  holder of the  Mortgage to obtain and  maintain  such  insurance at such  Mortgagor's  cost and expense,  and to seek
                  reimbursement  therefor from the Mortgagor.  The hazard insurance  policy is the valid and binding  obligation of the
                  insurer,  is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser
                  upon the  consummation of the  transactions  contemplated  by this Agreement.  The Company has not acted or failed to
                  act so as to impair the coverage of any such  insurance  policy or the validity,  binding  effect and  enforceability
                  thereof;

         (gg)     Servicemembers' Civil Relief Act.

                  The  Mortgagor has not notified the Company,  and the Company has no knowledge of any relief  requested or allowed to
                  the Mortgagor under the Servicemembers' Civil Relief Act, as amended;

         (hh)     No Graduated Payments or Contingent Interests.

                  The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared  appreciation
                  or other contingent interest feature;

         (ii)     No Construction Loans.

                  No Mortgage Loan was made in connection with (i) the construction or  rehabilitation  of a Mortgage  Property or (ii)
                  facilitating the trade-in or exchange of a Mortgaged Property other than a  construction-to-permanent  loan which has
                  converted to a permanent Mortgage Loan;

         (jj)     Underwriting.

                  Each Mortgage Loan was  underwritten in accordance  with the  underwriting  guidelines of the Company,  which were in
                  effect at the time the Mortgage Loan was  originated;  and the Mortgage Note and Mortgage are on forms  acceptable to
                  Freddie Mac or Fannie Mae;

         (kk)     Buydown Mortgage Loans.

                  With respect to each Mortgage Loan that is a Buydown Mortgage Loan:

                  (i)      On or before the date of origination  of such Mortgage Loan, the Company and the Mortgagor,  or the Company,
                           the Mortgagor and the seller of the  Mortgaged  Property or a third party entered into a Buydown  Agreement.
                           The Buydown Agreement  provides that the seller of the Mortgaged  Property (or third party) shall deliver to
                           the Company  temporary  Buydown  Funds in an amount equal to the aggregate  undiscounted  amount of payments
                           that,  when added to the amount the  Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in
                           accordance with the terms of the Buydown  Agreement,  is equal to the full scheduled  Monthly Payment due on
                           such Mortgage  Loan.  The temporary  Buydown Funds enable the Mortgagor to qualify for the Buydown  Mortgage
                           Loan.  The effective  interest  rate of a Buydown  Mortgage Loan if less than the interest rate set forth in
                           the  related  Mortgage  Note will  increase  within the Buydown  Period as  provided in the related  Buydown
                           Agreement  so that the  effective  interest  rate  will be equal to the  interest  rate as set  forth in the
                           related  Mortgage Note. The Buydown  Mortgage Loan satisfies the  requirements  of Fannie Mae or Freddie Mac
                           guidelines;

                  (ii)     The Mortgage and Mortgage  Note reflect the  permanent  payment  terms rather than the payment  terms of the
                           Buydown  Agreement.  The Buydown  Agreement  provides for the payment by the Mortgagor of the full amount of
                           the Monthly  Payment on any Due Date that the Buydown Funds are  available.  The Buydown Funds were not used
                           to reduce the original  principal  balance of the Mortgage  Loan or to increase the  Appraised  Value of the
                           Mortgage  Property when  calculating  the  Loan-to-Value  Ratios for purposes of the  Agreement  and, if the
                           Buydown Funds were provided by the Company and if required under Fannie Mae or Freddie Mac  guidelines,  the
                           terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property;

                  (iii)    The Buydown Funds may not be refunded to the Mortgagor  unless the Mortgagor  makes a principal  payment for
                           the outstanding balance of the Mortgage Loan;

                  (iv)     As of the date of  origination  of the  Mortgage  Loan,  the  provisions  of the related  Buydown  Agreement
                           complied with the requirements of Fannie Mae or Freddie Mac regarding buydown agreements.

         (ll)     Delivery of Custodial Mortgage Files.

                  Any documents  required to be delivered by the Company under this  Agreement  have been  delivered to the  Custodian.
                  The Company is in possession of a complete,  true and accurate Retained Mortgage File and Custodial  Mortgage File in
                  compliance with Exhibit C hereto;

         (mm)     No Violation of Environmental Laws.

                  There is no pending action or proceeding  directly  involving any Mortgaged Property of which the Company is aware in
                  which  compliance  with any  environmental  law,  rule or  regulation  is an issue;  and to the best of the Company's
                  knowledge,  nothing  further  remains  to be done to  satisfy  in full all  requirements  of each such  law,  rule or
                  regulation constituting a prerequisite to use and enjoyment of said property;

         (nn)     No Bankruptcy.

                  No Mortgagor was a debtor in any state or federal  bankruptcy or insolvency  proceeding at the time the Mortgage Loan
                  was  originated  and to the best of the Company's  knowledge,  as of the related  Closing  Date,  the Company has not
                  received notice that any Mortgagor is a debtor under any state or federal bankruptcy or insolvency proceeding;

         (oo)     HOEPA.

                  No Mortgage Loan is a High Cost Loan or Covered Loan;

         (pp)     Cooperative Loans.

                  With respect to each Cooperative Loan:

                  (i)      The  Cooperative  Shares are held by a person as a  tenant-stockholder  in a Cooperative.  Each original UCC
                           financing statement,  continuation statement or other governmental filing or recordation necessary to create
                           or preserve the perfection and priority of the first lien and security  interest in the Cooperative Loan and
                           Proprietary  Lease  has been  timely  and  properly  made.  Any  security  agreement,  chattel  mortgage  or
                           equivalent  document related to the Cooperative Loan and delivered to Purchaser or its designee  establishes
                           in Purchaser a valid and subsisting  perfected first lien on and security interest in the Mortgaged Property
                           described  therein,  and Purchaser has full right to sell and assign the same.  The  Proprietary  Lease term
                           expires no less than five years after the Mortgage Loan term or such other term  acceptable to Fannie Mae or
                           Freddie Mac;

                  (ii)     A Cooperative Lien Search has been made by a company  competent to make the same which company is acceptable
                           to Fannie Mae and qualified to do business in the jurisdiction where the Cooperative is located;

                  (iii)    (a) The term of the related  Proprietary Lease is not less than the terms of the Cooperative Loan; (b) there
                           is no provision in any  Proprietary  Lease which  requires the  Mortgagor to offer for sale the  Cooperative
                           Shares owned by such Mortgagor  first to the  Cooperative;  (c) there is no  prohibition in any  Proprietary
                           Lease against  pledging the Cooperative  Shares or assigning the Proprietary  Lease; (d) the Cooperative has
                           been  created and exists in full  compliance  with the  requirements  for  residential  cooperatives  in the
                           jurisdiction  in which the Project is located and  qualifies  as a  cooperative  housing  corporation  under
                           Section 210 of the Code; (e) the Recognition  Agreement is on a form published by Aztech Document  Services,
                           Inc. or includes similar  provisions;  and (f) the Cooperative has good and marketable title to the Project,
                           and owns the Project  either in fee simple or under a leasehold that complies with the  requirements  of the
                           Fannie Mae Guidelines;  such title is free and clear of any adverse liens or  encumbrances,  except the lien
                           of any blanket mortgage;

(iv)     The Company has the right  under the terms of the  Mortgage  Note,  Pledge  Agreement  and  Recognition  Agreement  to pay any
                           maintenance charges or assessments owed by the Mortgagor;

(v)      Each Stock Power (i) has all  signatures  guaranteed  or (ii) if all  signatures  are not  guaranteed,  then such  Cooperative
                           Shares will be  transferred by the stock  transfer  agent of the  Cooperative  if the Company  undertakes to
                           convert the ownership of the collateral securing the related Cooperative Loan;

         (qq)     Georgia Fair Lending Act.

                  There is no Mortgage Loan that was originated on or after October 1, 2002 and before March 7, 2003, which is secured
                  by property located in the State of Georgia;

         (rr)     Methodology.

                  The methodology  used in underwriting the extension of credit for each Mortgage Loan employs  objective  mathematical
                  principles which relate the borrower's  income,  assets and liabilities to the proposed payment and such underwriting
                  methodology  does not rely on the extent of the  borrower's  equity in the  collateral as the  principal  determining
                  factor in approving such credit extension.  Such underwriting  methodology  confirmed that at the time of origination
                  (application/approval) the borrower had a reasonable ability to make timely payments on the Mortgage Loan;

(ss)     Imposition of a Premium.

                  With respect to any Mortgage  Loan that  contains a provision  permitting  imposition  of a premium upon a prepayment
                  prior to  maturity:  (i) the  prepayment  premium is  disclosed  to the  borrower in the loan  documents  pursuant to
                  applicable  state and federal law, and (ii)  notwithstanding  any state or federal law to the  contrary,  the Company
                  shall recommend that such prepayment  premium is not imposed in any instance when the mortgage debt is accelerated as
                  the result of the borrower's default in making the loan payments;

(tt)     Single Premium Credit Life.

                  No Mortgagor was required to purchase any single premium credit insurance policy (e.g.  life,  disability,  accident,
                  unemployment or health insurance  products) or debt cancellation  agreement as a condition of obtaining the extension
                  of credit. No Mortgagor obtained a prepaid single premium credit insurance policy (e.g. life,  disability,  accident,
                  unemployment  or health  insurance  product) as part of the  origination  of the Mortgage  Loan. No proceeds from any
                  Mortgage Loan were used to purchase single premium credit insurance policies or debt cancellation  agreements as part
                  of the origination of, or as a condition to closing, such Mortgage Loan;

         (uu)     No Arbitration Provision.

                  With  respect to each  Mortgage  Loan,  neither the related  Mortgage  nor the related  Mortgage  Note  requires  the
                  Mortgagor to submit to arbitration to resolve any dispute  arising out of or relating in any way to the Mortgage Loan
                  transaction;

         (ww)     Credit Reporting.

                  With respect to each Mortgage Loan, the Company has fully  furnished,  in accordance  with the Fair Credit  Reporting
                  Act and its  implementing  regulations,  accurate and complete  information  (i.e.  favorable and unfavorable) on its
                  borrower  credit  files to  Equifax,  Experian  and Trans  Union  Credit  Information  Company  (three of the  credit
                  repositories), on a monthly basis; and

(xx)     Illinois Interest Act.

                  Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the Illinois Interest Act.

Section 3.03 Repurchase.

         It is understood  and agreed that the  representations  and  warranties  set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage  Loans to the Purchaser  and the delivery of the Mortgage  Loan  Documents to the Custodian and shall inure to the
benefit of the Purchaser,  notwithstanding  any restrictive or qualified  endorsement on any Mortgage Note or Assignment of Mortgage or
the  examination  or failure to examine any Custodial  Mortgage Files or Retained  Mortgage File.  Upon discovery by either the Company
or the Purchaser of a breach of any of the foregoing  representations  and warranties which materially and adversely  affects the value
of the Mortgage  Loans or the interest of the Purchaser (or which  materially  and adversely  affects the interests of Purchaser in the
related  Mortgage Loan in the case of a representation  and warranty  relating to a particular  Mortgage Loan),  the party  discovering
such breach shall give prompt written notice to the other.

         Within ninety (90) days of the earlier of either  discovery by or notice to the Company of any breach of a  representation  or
warranty which  materially and adversely  affects the value of the Mortgage Loans,  the Company shall use its best efforts  promptly to
cure such  breach in all  material  respects  and, if such  breach  cannot be cured,  the Company  shall,  at the  Purchaser's  option,
repurchase  such Mortgage Loan at the Repurchase  Price.  In the event that a breach shall involve any  representation  or warranty set
forth in Section 3.01,  and such breach  cannot be cured within 90 days of the earlier of either  discovery by or notice to the Company
of such breach,  all of the Mortgage Loans shall, at the  Purchaser's  option,  be repurchased by the Company at the Repurchase  Price.
However,  if the breach shall  involve a  representation  or warranty  set forth in Section 3.02 and the Company  discovers or receives
notice of any such breach  within 120 days of the related  Closing  Date,  the Company  shall,  if the breach  cannot be cured,  at the
Purchaser's  option and provided that the Company has a Qualified  Substitute  Mortgage Loan,  rather than repurchase the Mortgage Loan
as provided above,  remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified  Substitute  Mortgage
Loan or Loans,  provided that any such  substitution  shall be effected not later than 120 days after the related  Closing Date. If the
Company has no Qualified  Substitute  Mortgage  Loan, it shall  repurchase  the deficient  Mortgage Loan within ninety (90) days of the
written  notice of the breach or the failure to cure,  whichever is later.  Any  repurchase of a Mortgage Loan or Loans pursuant to the
foregoing  provisions of this Section 3.03 shall be  accomplished  by deposit in the Custodial  Account of the amount of the Repurchase
Price for distribution to Purchaser on the next scheduled  Remittance  Date,  after deducting  therefrom any amount received in respect
of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution.

         At the time of repurchase or  substitution,  the Purchaser and the Company shall arrange for the  reassignment  of the Deleted
Mortgage Loan to the Company and the delivery to the Company of any documents  held by the Custodian  relating to the Deleted  Mortgage
Loan. If the Company  repurchases a Mortgage Loan that is a MERS Mortgage  Loan, the Company shall cause MERS to designate on the MERS®
System to remove the  Purchaser  as the  beneficial  holder  with  respect  to such  Mortgage  Loan.  In the event of a  repurchase  or
substitution,  the Company shall,  simultaneously with such reassignment,  give written notice to the Purchaser that such repurchase or
substitution  has taken place,  amend the related  Mortgage Loan Schedule to reflect the  withdrawal of the Deleted  Mortgage Loan from
this Agreement,  and, in the case of substitution,  identify a Qualified  Substitute  Mortgage Loan and amend the related Mortgage Loan
Schedule  to  reflect  the  addition  of such  Qualified  Substitute  Mortgage  Loan to this  Agreement.  In  connection  with any such
substitution,  the  Company  shall be  deemed  to have made as to such  Qualified  Substitute  Mortgage  Loan the  representations  and
warranties  set forth in this Agreement  except that all such  representations  and  warranties  set forth in this  Agreement  shall be
deemed made as of the date of such  substitution.  The Company shall effect such  substitution  by delivering to the Custodian for such
Qualified  Substitute  Mortgage  Loan the documents  required by Section  2.03,  with the Mortgage Note endorsed as required by Section
2.03. No  substitution  will be made in any calendar month after the  Determination  Date for such month.  The Company shall deposit in
the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified  Substitute  Mortgage Loan or Loans in the month
following the date of such  substitution.  Monthly  Payments due with respect to Qualified  Substitute  Mortgage  Loans in the month of
substitution  shall be retained by the Company.  With respect to any Deleted  Mortgage loan,  distributions  to Purchaser shall include
the Monthly  Payment due on any Deleted  Mortgage Loan in the month of  substitution,  and the Company shall  thereafter be entitled to
retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan.

         For any month in which the Company  substitutes a Qualified  Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company
shall  determine the amount (if any) by which the aggregate  principal  balance of all Qualified  Substitute  Mortgage  Loans as of the
date of  substitution  is less than the  aggregate  Stated  Principal  Balance of all Deleted  Mortgage  Loans  (after  application  of
scheduled  principal  payments due in the month of  substitution).  The amount of such shortfall shall be distributed by the Company in
the month of  substitution  pursuant to Section 5.01.  Accordingly,  on the date of such  substitution,  the Company shall deposit from
its own funds into the Custodial Account an amount equal to the amount of such shortfall.

         In addition to such  repurchase or  substitution  obligation,  the Company shall  indemnify the Purchaser and hold it harmless
against any losses, damages,  penalties,  fines,  forfeitures,  reasonable and necessary legal fees and related costs,  judgments,  and
other costs and expenses  resulting  from any claim,  demand,  defense or assertion  based on or grounded  upon,  or resulting  from, a
breach of the Company  representations  and warranties  contained in this  Agreement.  It is understood and agreed that the obligations
of the Company set forth in this Section 3.03 to cure,  substitute  for or  repurchase a defective  Mortgage  Loan and to indemnify the
Purchaser  as provided in this  Section  3.03  constitute  the sole  remedies of the  Purchaser  respecting  a breach of the  foregoing
representations and warranties.

         Any cause of action against the Company  relating to or arising out of the breach of any  representations  and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage  Loan upon (i)  discovery of such breach by the  Purchaser or notice  thereof
by the Company to the  Purchaser,  (ii)  failures by the Company to cure such breach or  repurchase  such  Mortgage  Loan as  specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

                  In the event a Mortgage Loan pays off in full on or before the related Closing Date, the Company must repay the
Purchaser the difference between the Unpaid Principal Balance of such Mortgage Loan as of the date of pay off and the Unpaid
Principal Balance multiplied by the purchase price percentage adjusted, if necessary in accordance with the Commitment Letter.


                                                              ARTICLE IV

                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS


Section 4.01      Company to Act as Servicer.

         The Company,  as an  independent  contractor,  shall service and  administer  the Mortgage Loans and shall have full power and
authority,  acting alone or through the utilization of a Subcontractor,  to do any and all things in connection with such servicing and
administration  which the Company may deem  necessary or  desirable,  consistent  with the terms of this  Agreement  and with  Accepted
Servicing  Practices.  The Company shall be responsible for any and all acts of a  Subcontractor,  and the Company's  utilization of a
Subcontractor shall in no way relieve the liability of the Company under this Agreement.

         Consistent  with the terms of this Agreement,  the Company may waive,  modify or vary any term of any Mortgage Loan or consent
to the  postponement  of strict  compliance  with any such term or in any manner grant  indulgence to any Mortgagor if in the Company's
reasonable  and  prudent  determination  such  waiver,  modification,  postponement  or  indulgence  is not  materially  adverse to the
Purchaser,  provided,  however,  that the Company  shall not make any future  advances  with respect to a Mortgage Loan and (unless the
Mortgagor  is in default  with  respect to the  Mortgage  Loan or such  default is, in the  judgment of the  Company,  imminent and the
Company has obtained the prior written  consent of the  Purchaser)  the Company shall not permit any  modification  with respect to any
Mortgage Loan that would change the Mortgage  Interest Rate,  defer or forgive the payment of principal  (except for actual payments of
principal) or change the final  maturity date on such Mortgage Loan. In the event of any such  modification  which permits the deferral
of interest or principal  payments on any Mortgage Loan, the Company shall,  on the Business Day  immediately  preceding the Remittance
Date in any month in which any such  principal or interest  payment has been  deferred,  deposit in the Custodial  Account from its own
funds,  in accordance  with Section 5.03, the difference  between (a) such month's  principal and one month's  interest at the Mortgage
Loan  Remittance  Rate on the unpaid  principal  balance of such  Mortgage Loan and (b) the amount paid by the  Mortgagor.  The Company
shall be entitled to  reimbursement  for such  advances to the same extent as for all other  advances  made  pursuant to Section  5.03.
Without limiting the generality of the foregoing,  the Company shall continue,  and is hereby authorized and empowered,  to execute and
deliver on behalf of itself and the  Purchaser,  all  instruments  of  satisfaction  or  cancellation,  or of partial or full  release,
discharge and all other comparable  instruments,  with respect to the Mortgage Loans and with respect to the Mortgaged  Properties.  If
reasonably  required by the Company,  the Purchaser shall furnish the Company with any powers of attorney and other documents necessary
or appropriate to enable the Company to carry out its servicing and administrative duties under this Agreement.

         In servicing and administering the Mortgage Loans, the Company shall employ procedures (including  collection  procedures) and
exercise the same care that it  customarily  employs and exercises in servicing and  administering  mortgage loans for its own account,
giving due  consideration  to  Accepted  Servicing  Practices  where such  practices  do not  conflict  with the  requirements  of this
Agreement, and the Purchaser's reliance on the Company.

         The Company is authorized and empowered by the  Purchaser,  in its own name,  when the Company  believes it appropriate in its
reasonable  judgment to register any Mortgage  Loan on the MERS®  System,  or cause the removal from the  registration  of any Mortgage
Loan on the MERS® System,  with written  consent of the  Purchaser,  to execute and deliver,  on behalf of the  Purchaser,  any and all
instruments of assignment and other  comparable  instruments  with respect to such assignment or re-recording of a Mortgage in the name
of MERS, solely as nominee for the Purchaser and its successors and assigns.

         The Company shall cause to be maintained  for each  Cooperative  Loan a copy of the  financing  statements  and shall file and
such financing  statements and continuation  statements as necessary,  in accordance with the Uniform Commercial Code applicable in the
jurisdiction  in which the related  Cooperative  Apartment  is located,  to perfect and protect the  security  interest and lien of the
Purchaser.

         The Company  shall apply any  Principal  Prepayment  on an  Interest  Only  Mortgage  Loan to the  then-outstanding  principal
balance,  at which time the interest-only  payment feature shall be extinguished.  The related Monthly Payment shall thereafter consist
of both principal and interest components, and the amount of such Monthly Payment shall not change prior to the next Adjustment Date.

Section 4.02      Liquidation of Mortgage Loans.

         In the event that any payment due under any  Mortgage  Loan and not  postponed  pursuant to Section  4.01 is not paid when the
same becomes due and payable,  or in the event the Mortgagor fails to perform any other covenant or obligation  under the Mortgage Loan
and such failure  continues beyond any applicable grace period,  the Company shall take such action as (1) the Company would take under
similar  circumstances  with respect to a similar  mortgage loan held for its own account for investment,  (2) shall be consistent with
Accepted  Servicing  Practices,  (3) the  Company  shall  determine  prudently  to be in the best  interest  of  Purchaser,  and (4) is
consistent  with any related  PMI  Policy.  In the event that any payment  due under any  Mortgage  Loan is not  postponed  pursuant to
Section  4.01 and  remains  delinquent  for a period of 90 days or any other  default  continues  for a period  of 90 days  beyond  the
expiration of any grace or cure period, the Company shall commence foreclosure  proceedings,  the Company shall notify the Purchaser in
writing of the Company's  intention to do so, and the Company shall not commence  foreclosure  proceedings if the Purchaser  objects to
such action within three (3) Business Days of receiving such notice.  In the event the Purchaser  objects to such  foreclosure  action,
the Company  shall not be required to make Monthly  Advances  with respect to such Mortgage  Loan,  pursuant to Section  5.03,  and the
Company's  obligation  to make such  Monthly  Advances  shall  terminate  on the 90th day referred to above.  In such  connection,  the
Company shall from its own funds make all necessary and proper Servicing  Advances,  provided,  however,  that the Company shall not be
required to expend its own funds in  connection  with any  foreclosure  or towards the  restoration  or  preservation  of any Mortgaged
Property,  unless it shall  determine  (a) that such  preservation,  restoration  and/or  foreclosure  will  increase  the  proceeds of
liquidation  of the Mortgage  Loan to Purchaser  after  reimbursement  to itself for such  expenses and (b) that such  expenses will be
recoverable by it either through  Liquidation  Proceeds  (respecting  which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 4.05) or through Insurance Proceeds (respecting which it shall have similar priority).

         Notwithstanding  anything to the contrary  contained  herein, in connection with a foreclosure or acceptance of a deed in lieu
of  foreclosure,  in the event the Company has reasonable  cause to believe that a Mortgaged  Property is  contaminated by hazardous or
toxic substances or wastes, or if the Purchaser  otherwise requests an environmental  inspection or review of such Mortgaged  Property,
such an  inspection  or review is to be conducted by a qualified  inspector.  The cost for such  inspection or review shall be borne by
the  Purchaser.  Upon  completion of the inspection or review,  the Company shall promptly  provide the Purchaser with a written report
of the environmental inspection.

         After  reviewing  the  environmental  inspection  report,  the  Purchaser  shall  determine how the Company shall proceed with
respect to the Mortgaged  Property.  In the event (a) the  environmental  inspection  report  indicates that the Mortgaged  Property is
contaminated  by hazardous or toxic  substances  or wastes and (b) the  Purchaser  directs the Company to proceed with  foreclosure  or
acceptance  of a deed in lieu of  foreclosure,  the  Company  shall  be  reimbursed  for all  reasonable  costs  associated  with  such
foreclosure or acceptance of a deed in lieu of  foreclosure  and any related  environmental  clean up costs,  as  applicable,  from the
related  Liquidation  Proceeds,  or if the Liquidation  Proceeds are insufficient to fully reimburse the Company,  the Company shall be
entitled to be reimbursed from amounts in the Custodial  Account  pursuant to Section 4.05 hereof.  In the event the Purchaser  directs
the Company not to proceed with  foreclosure  or acceptance of a deed in lieu of  foreclosure,  the Company shall be reimbursed for all
Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.

Section 4.03      Collection of Mortgage Loan Payments.

         Continuously  from the related  Cut-off Date until the  principal  and interest on all  Mortgage  Loans are paid in full,  the
Company  shall  proceed  diligently  to collect all payments  due under each of the  Mortgage  Loans when the same shall become due and
payable and shall take special care in  ascertaining  and  estimating  Escrow  Payments and all other  charges that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property,  to the end that the installments  payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.

Section 4.04      Establishment of and Deposits to Custodial Account.

         The Company  shall  segregate and hold all funds  collected  and received  pursuant to a Mortgage Loan separate and apart from
any of its own funds and general assets and shall  establish and maintain one or more Custodial  Accounts,  in the form of time deposit
or demand  accounts,  titled "Wells Fargo Bank, N.A. in trust for the Purchaser  and/or  subsequent  purchasers of Mortgage Loans - P &
I." The Custodial  Account shall be  established  with a Qualified  Depository.  Upon request of the Purchaser and within ten (10) days
thereof,  the Company shall provide the Purchaser  with written  confirmation  of the existence of such  Custodial  Account.  Any funds
deposited into the Custodial  Account shall at all times be insured to the fullest extent  allowed by applicable  law. Funds  deposited
in the Custodial Account may be drawn on by the Company in accordance with Section 4.05.

         The Company shall deposit in the Custodial Account within one (1) Business Day of Company's receipt,  and retain therein,  the
following  collections  received by the Company and payments made by the Company after the related Cut-off Date, other than payments of
principal and interest due on or before the related  Cut-off  Date,  or received by the Company  prior to the related  Cut-off Date but
allocable to a period subsequent thereto:

         (i)      all payments on account of principal on the Mortgage Loans, including all Principal Prepayments;

         (ii)     all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

         (iii)    all Liquidation Proceeds;

         (iv)     all Insurance  Proceeds  including amounts required to be deposited  pursuant to Section 4.10 (other than proceeds to
                  be held in the Escrow Account and applied to the  restoration or repair of the Mortgaged  Property or released to the
                  Mortgagor in accordance with Section 4.14), Section 4.11 and Section 4.15;

         (v)      all  Condemnation  Proceeds which are not applied to the restoration or repair of the Mortgaged  Property or released
                  to the Mortgagor in accordance with Section 4.14;

         (vi)     any amount required to be deposited in the Custodial Account pursuant to Section 4.01, 5.03, 6.01 or 6.02;

         (vii)    any amounts  payable in connection  with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts
                  required to be  deposited  by the  Company in  connection  with a  shortfall  in  principal  amount of any  Qualified
                  Substitute Mortgage Loan pursuant to Section 3.03;

         (viii)   with respect to each  Principal  Prepayment an amount (to be paid by the Company out of its funds) which,  when added
                  to all amounts  allocable  to interest  received in  connection  with the  Principal  Prepayment,  equals one month's
                  interest on the amount of principal so prepaid at the Mortgage Loan Remittance Rate;

         (ix)     any amounts  required to be  deposited  by the Company  pursuant to Section 4.11 in  connection  with the  deductible
                  clause in any blanket hazard insurance policy;

         (x)      any amounts  received  with respect to or related to any REO Property and all REO  Disposition  Proceeds  pursuant to
                  Section 4.16; and

         (xi)     an amount from the Subsidy Account that when added to the Mortgagor's  payment will equal the full monthly amount due
                  under the related Mortgage Note.

         The foregoing  requirements  for deposit into the Custodial  Account shall be exclusive,  it being understood and agreed that,
without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the extent
permitted by Section 6.01,  need not be deposited by the Company into the Custodial  Account.  Any interest paid on funds  deposited in
the Custodial  Account by the  depository  institution  shall accrue to the benefit of the Company and the Company shall be entitled to
retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.

Section 4.05      Permitted Withdrawals From Custodial Account.

         The Company shall, from time to time, withdraw funds from the Custodial Account for the following purposes:

        (i)       to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

        (ii)      to reimburse  itself for Monthly  Advances of the Company's  funds made pursuant to Section 5.03, the Company's right
                  to reimburse  itself pursuant to this subclause (ii) being limited to amounts  received on the related  Mortgage Loan
                  which  represent  late payments of principal  and/or  interest  respecting  which any such advance was made, it being
                  understood that, in the case of any such  reimbursement,  the Company's right thereto shall be prior to the rights of
                  Purchaser,  except  that,  where the Company is required to  repurchase a Mortgage  Loan  pursuant to Section 3.03 or
                  6.02,  the  Company's  right to such  reimbursement  shall be  subsequent  to the  payment  to the  Purchaser  of the
                  Repurchase  Price  pursuant to such sections and all other amounts  required to be paid to the Purchaser with respect
                  to such Mortgage Loan;

        (iii)     to reimburse itself for unreimbursed  Servicing  Advances,  and for any unpaid Servicing Fees, the Company's right to
                  reimburse  itself  pursuant  to this  subclause  (iii) with  respect to any  Mortgage  Loan being  limited to related
                  Liquidation  Proceeds,  Condemnation  Proceeds,  Insurance Proceeds and such other amounts as may be collected by the
                  Company from the Mortgagor or otherwise  relating to the Mortgage Loan, it being  understood that, in the case of any
                  such  reimbursement,  the Company's  right  thereto shall be prior to the rights of Purchaser,  except that where the
                  Company is required to  repurchase  a Mortgage  Loan  pursuant to Section 3.03 or 6.02,  in which case the  Company's
                  right to such  reimbursement  shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
                  such sections and all other amounts  required to be paid to the Purchaser  with respect to such Mortgage  Loan.  Upon
                  Purchaser's request, the Company shall provide documentation supporting the Company's Servicing Advances;

        (iv)      to pay itself interest on funds deposited in the Custodial Account;

        (v)       to reimburse itself for expenses incurred and reimbursable to it pursuant to Section 8.01;

        (vi)      to pay any amount  required to be paid  pursuant to Section 4.16  related to any REO  Property,  it being  understood
                  that, in the case of any such  expenditure  or withdrawal  related to a particular  REO Property,  the amount of such
                  expenditure or withdrawal from the Custodial  Account shall be limited to amounts on deposit in the Custodial Account
                  with respect to the related REO Property;

        (vii)     to reimburse  itself for any Servicing  Advances or REO expenses  after  liquidation  of the  Mortgaged  Property not
                  otherwise reimbursed above;

        (viii)    to remove funds inadvertently placed in the Custodial Account by the Company; and

        (ix)      to clear and terminate the Custodial Account upon the termination of this Agreement.

         In the event that the Custodial  Account is interest  bearing,  on each Remittance  Date, the Company shall withdraw all funds
from the Custodial  Account  except for those amounts  which,  pursuant to Section 5.01,  the Company is not obligated to remit on such
Remittance Date.  The Company may use such withdrawn funds only for the purposes described in this Section 4.05.

Section 4.06      Establishment of and Deposits to Escrow Account.

         The Company  shall  segregate  and hold all funds  collected  and received  pursuant to a Mortgage  Loan  constituting  Escrow
Payments  separate  and apart  from any of its own funds and  general  assets  and shall  establish  and  maintain  one or more  Escrow
Accounts,  in the form of time  deposit or demand  accounts,  titled,  "Wells  Fargo  Bank,  N.A.,  in trust for the  Purchaser  and/or
subsequent  purchasers of Residential  Mortgage Loans,  and various  Mortgagors - T & I." The Escrow Accounts shall be established with
a Qualified  Depository,  in a manner which shall provide maximum  available  insurance  thereunder.  Upon request of the Purchaser and
within ten (10) days  thereof,  the Company  shall  provide the  Purchaser  with written  confirmation  of the existence of such Escrow
Account.  Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07.

         The Company shall deposit in the Escrow  Account or Accounts  within one (1) Business  Days of Company's  receipt,  and retain
therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
                  such items as required under the terms of this Agreement;

         (ii)     all amounts  representing  Insurance Proceeds or Condemnation  Proceeds which are to be applied to the restoration or
                  repair of any Mortgaged Property; and

         (iii)    all payments on account of Buydown Funds.

         The  Company  shall make  withdrawals  from the  Escrow  Account  only to effect  such  payments  as are  required  under this
Agreement,  as set forth in Section 4.07.  The Company  shall be entitled to retain any interest paid on funds  deposited in the Escrow
Account by the  depository  institution,  other than interest on escrowed  funds  required by law to be paid to the  Mortgagor.  To the
extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor  notwithstanding  that the Escrow Account may
be non-interest bearing or that interest paid thereon is insufficient for such purposes.

Section 4.07      Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account or Accounts may be made by the Company only:

         (i)      to effect timely payments of ground rents, taxes, assessments,  water rates, mortgage insurance premiums, condominium
                  charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage;

         (ii)     to reimburse  the Company for any Servicing  Advances made by the Company  pursuant to Section 4.08 with respect to a
                  related  Mortgage Loan, but only from amounts  received on the related Mortgage Loan which represent late collections
                  of Escrow Payments thereunder;

         (iii)    to refund to any  Mortgagor  any funds found to be in excess of the amounts  required  under the terms of the related
                  Mortgage Loan;

         (iv)     for transfer to the  Custodial  Account and  application  to reduce the  principal  balance of the  Mortgage  Loan in
                  accordance with the terms of the related Mortgage and Mortgage Note;

         (v)      for  application  to restoration or repair of the Mortgaged  Property in accordance  with the procedures  outlined in
                  Section 4.14;

         (vi)     to pay to the Company,  or any Mortgagor to the extent  required by law, any interest paid on the funds  deposited in
                  the Escrow Account;

         (vii)    to remove funds inadvertently placed in the Escrow Account by the Company;

         (viii)   to remit to Purchaser payments on account of Buydown Funds as applicable; and

         (ix)     to clear and terminate the Escrow Account on the termination of this Agreement.

Section 4.08      Payment of Taxes, Insurance and Other Charges.

         With respect to each Mortgage  Loan,  the Company  shall  maintain  accurate  records  reflecting  the status of ground rents,
taxes,  assessments,  water rates,  sewer rents,  and other charges which are or may become a lien upon the Mortgaged  Property and the
status of PMI Policy  premiums and fire and hazard  insurance  coverage and shall obtain,  from time to time, all bills for the payment
of such charges  (including  renewal  premiums) and shall effect payment thereof prior to the applicable  penalty or termination  date,
employing for such purpose  deposits of the  Mortgagor in the Escrow  Account which shall have been  estimated and  accumulated  by the
Company in amounts sufficient for such purposes,  as allowed under the terms of the Mortgage.  The Company assumes full  responsibility
for the  timely  payment  of all such bills and shall  effect  timely  payment of all such  charges  irrespective  of each  Mortgagor's
faithful  performance  in the payment of same or the making of the Escrow  Payments,  and the Company  shall make advances from its own
funds to effect such payments.

Section 4.09      Protection of Accounts.

         The  Company  may  transfer  the  Custodial  Account,  the  Subsidy  Account or the Escrow  Account to a  different  Qualified
Depository from time to time with prior written notice to Purchaser.

Section 4.10      Maintenance of Hazard Insurance.

         The Company shall cause to be maintained  for each Mortgage Loan hazard  insurance  such that all buildings upon the Mortgaged
Property  are insured by an insurer  acceptable  to Fannie Mae or Freddie Mac against  loss by fire,  hazards of extended  coverage and
such other hazards as are customary in the area where the  Mortgaged  Property is located,  in an amount which is at least equal to the
lesser of (i) 100% of the insurable  value, on a replacement  cost basis, of the improvements on the related  Mortgaged  Property,  and
(ii) the  greater of (a) the  outstanding  principal  balance of the  Mortgage  Loan and (b) an amount  such that the  proceeds of such
insurance  shall be  sufficient  to prevent the  application  to the  Mortgagor or the loss payee of any  coinsurance  clause under the
policy.  In the event a hazard insurance policy shall be in danger of being  terminated,  or in the event the insurer shall cease to be
acceptable  to Fannie Mae or Freddie Mac, the Company  shall notify the  Purchaser  and the related  Mortgagor,  and shall use its best
efforts,  as permitted by applicable law, to obtain from another qualified insurer a replacement hazard insurance policy  substantially
and  materially  similar in all  respects to the  original  policy.  In no event,  however,  shall a Mortgage  Loan be without a hazard
insurance policy at any time, subject only to Section 4.11 hereof.

         If upon  origination  of the Mortgage  Loan,  the related  Mortgaged  Property was located in an area  identified by the Flood
Emergency  Management  Agency as having  special flood hazards (and such flood  insurance  has been made  available) a flood  insurance
policy  meeting the  requirements  of the current  guidelines  of the Federal  Insurance  Administration  is in effect with a generally
acceptable  insurance  carrier  acceptable to Fannie Mae or Freddie Mac in an amount  representing  coverage equal to the lesser of (i)
the minimum amount  required,  under the terms of coverage,  to compensate  for any damage or loss on a replacement  cost basis (or the
unpaid  balance of the mortgage if  replacement  cost coverage is not available for the type of building  insured) and (ii) the maximum
amount of insurance  which is available  under the Flood Disaster  Protection  Act of 1973, as amended.  If at any time during the term
of the Mortgage  Loan,  the Company  determines in accordance  with  applicable  law that a Mortgaged  Property is located in a special
flood  hazard  area and is not  covered  by flood  insurance  or is covered in an amount  less than the  amount  required  by the Flood
Disaster  Protection Act of 1973, as amended,  the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood
insurance  coverage,  and if said Mortgagor  fails to obtain the required flood insurance  coverage  within  forty-five (45) days after
such  notification,  the Company shall immediately force place the required flood insurance on the Mortgagor's  behalf, as permitted by
applicable law.

         If a Mortgage is secured by a unit in a  condominium  project,  the Company  shall  verify that the  coverage  required of the
owner's association,  including hazard,  flood,  liability,  and fidelity coverage, is being maintained in accordance with then current
Fannie Mae  requirements,  and secure from the owner's  association  its agreement to notify the Company  promptly of any change in the
insurance  coverage or of any  condemnation or casualty loss that may have a material effect on the value of the Mortgaged  Property as
security.


         In the event that any Purchaser or the Company shall  determine that the Mortgaged  Property should be insured against loss or
damage by hazards and risks not  covered by the  insurance  required to be  maintained  by the  Mortgagor  pursuant to the terms of the
Mortgage,  the Company shall  communicate  and consult with the Mortgagor  with respect to the need for such insurance and bring to the
Mortgagor's  attention the required  amount of coverage for the Mortgaged  Property and if the Mortgagor does not obtain such coverage,
the Company shall immediately force place the required coverage on the Mortgagor'.

         All policies  required  hereunder  shall name the Company as loss payee and shall be endorsed with standard or union mortgagee
clauses, without contribution,  which shall provide for at least 30 days prior written notice of any cancellation,  reduction in amount
or material change in coverage.

         The Company shall not interfere with the  Mortgagor's  freedom of choice in selecting  either his insurance  carrier or agent,
provided,  however,  that the Company shall not accept any such insurance  policies from insurance  companies unless such companies are
acceptable  to Fannie Mae and Freddie  Mac and are  licensed to do business  in the  jurisdiction  in which the  Mortgaged  Property is
located.  The Company shall determine that such policies  provide  sufficient risk coverage and amounts,  that they insure the property
owner, and that they properly describe the property address.

         Pursuant to Section 4.04,  any amounts  collected by the Company  under any such policies  (other than amounts to be deposited
in the Escrow Account and applied to the restoration or repair of the related Mortgaged  Property,  or property acquired in liquidation
of the Mortgage Loan, or to be released to the Mortgagor,  in accordance with the Company's  normal  servicing  procedures as specified
in Section 4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.

Section 4.11      Maintenance of Mortgage Impairment Insurance.

         In the event that the Company  shall  obtain and  maintain a blanket  policy  insuring  against  losses  arising from fire and
hazards covered under extended  coverage on all of the Mortgage Loans,  then, to the extent such policy provides  coverage in an amount
equal to the amount  required  pursuant to Section 4.10 and otherwise  complies with all other  requirements  of Section 4.10, it shall
conclusively  be deemed to have  satisfied its  obligations as set forth in Section 4.10. The Company shall prepare and make any claims
on the blanket policy as deemed  necessary by the Company in accordance with Accepted  Servicing  Practices.  Any amounts  collected by
the Company  under any such policy  relating to a Mortgage  Loan shall be  deposited in the  Custodial  Account  subject to  withdrawal
pursuant to Section  4.05.  Such policy may contain a  deductible  clause,  in which case,  in the event that there shall not have been
maintained on the related  Mortgaged  Property a policy  complying with Section 4.10, and there shall have been a loss which would have
been covered by such policy,  the Company  shall  deposit in the  Custodial  Account at the time of such loss the amount not  otherwise
payable under the blanket policy because of such  deductible  clause,  such amount to be deposited  from the Company's  funds,  without
reimbursement  therefor.  Upon request of the  Purchaser,  the Company shall cause to be delivered to such  Purchaser a certificate  of
insurance and a statement from the insurer  thereunder that such policy shall in no event be terminated or materially  modified without
30 days' prior written notice to such Purchaser.

Section 4.12      Maintenance of Fidelity Bond and Errors and Omissions Insurance.

         The Company  shall  maintain  with  responsible  companies,  at its own  expense,  a blanket  Fidelity  Bond and an Errors and
Omissions  Insurance  Policy,  with broad coverage on all officers,  employees or other Persons  acting in any capacity  requiring such
Persons to handle funds, money,  documents or papers relating to the Mortgage Loans ("Company  Employees").  Any such Fidelity Bond and
Errors and  Omissions  Insurance  Policy shall be in the form of the Mortgage  Banker's  Blanket Bond and shall  protect and insure the
Company  against  losses,  including  forgery,  theft,  embezzlement,  fraud,  errors and omissions and negligent  acts of such Company
Employees.  Such Fidelity Bond and Errors and Omissions  Insurance  Policy also shall protect and insure the Company  against losses in
connection  with the release or satisfaction of a Mortgage Loan without having  obtained  payment in full of the  indebtedness  secured
thereby.  No provision of this Section 4.12  requiring such Fidelity Bond and Errors and Omissions  Insurance  Policy shall diminish or
relieve the Company  from its duties and  obligations  as set forth in this  Agreement.  The minimum  coverage  under any such bond and
insurance  policy  shall be with a company  acceptable  to Fannie Mae or  Freddie  Mac and in  amounts  at least  equal to the  amounts
acceptable  to Fannie  Mae or Freddie  Mac.  Upon the  request of any  Purchaser,  the  Company  shall  cause to be  delivered  to such
Purchaser a certified  true copy of such fidelity bond and insurance  policy and a statement  from the surety and the insurer that such
fidelity bond and insurance  policy shall in no event be terminated  or materially  modified  without 30 days' prior written  notice to
the Purchaser.

Section 4.13      Inspections.

         If any Mortgage Loan is more than 60 days delinquent,  the Company  immediately shall inspect the Mortgaged Property and shall
conduct subsequent  inspections in accordance with Accepted Servicing  Practices or as may be required by the primary mortgage guaranty
insurer.  The Company shall keep a record of each such inspection and shall provide the Purchaser with copies of such upon request.

Section 4.14      Restoration of Mortgaged Property.

         The Company need not obtain the approval of the Purchaser prior to releasing any Insurance  Proceeds or Condemnation  Proceeds
to the Mortgagor to be applied to the  restoration or repair of the Mortgaged  Property if such release is in accordance  with Accepted
Servicing  Practices.  For claims  greater  than  $15,000,  at a minimum the Company  shall  comply with the  following  conditions  in
connection with any such release of Insurance Proceeds or Condemnation Proceeds:

         (i)     the Company shall receive satisfactory  independent verification of completion of repairs and issuance of any required
                 approvals with respect thereto;

         (ii)    the Company shall take all steps  necessary to preserve the priority of the lien of the Mortgage,  including,  but not
                 limited to requiring waivers with respect to mechanics' and materialmen's liens;

         (iii)   the Company shall verify that the Mortgage Loan is not in default; and

         (iv)    pending repairs or restoration,  the Company shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow
                 Account.

         If the Purchaser is named as an  additional  loss payee,  the Company is hereby  empowered to endorse any loss draft issued in
respect of such a claim in the name of the Purchaser.

Section 4.15      Maintenance of PMI Policy; Claims.

         Each  Mortgage Loan has an LTV as indicated on the Mortgage Loan  Schedule and  Electronic  Data File.  Except as indicated on
the  Electronic  Data File,  with respect to each  Mortgage Loan with an LTV in excess of 80% at the time of  origination,  the Company
shall,  without any cost to the  Purchaser  maintain or cause the  Mortgagor  to maintain in full force and effect a PMI Policy or LPMI
Policy  insuring a portion of the unpaid  principal  balance of the  Mortgage  Loan as to payment  defaults.  If the  Mortgage  Loan is
insured by a PMI Policy for which the  Mortgagor  pays all  premiums,  the coverage will remain in place until (i) the LTV decreases to
78% or (ii) the PMI Policy is otherwise  terminated  pursuant to the  Homeowners  Protection  Act of 1998,  12 USC 4901, et seq. In the
event that such PMI Policy shall be terminated other than as required by law, the Company shall obtain from another  Qualified  Insurer
a comparable  replacement  policy,  with a total coverage equal to the remaining coverage of such terminated PMI Policy. If the insurer
shall  cease to be a Qualified  Insurer,  the  Company  shall  determine  whether  recoveries  under the PMI Policy and LPMI Policy are
jeopardized  for reasons  related to the financial  condition of such insurer,  it being  understood that the Company shall in no event
have any  responsibility  or liability for any failure to recover  under the PMI Policy or LPMI Policy for such reason.  If the Company
determines that recoveries are so jeopardized,  it shall notify the Purchaser and the Mortgagor,  if required,  and obtain from another
Qualified  Insurer a replacement  insurance  policy.  The Company shall not take any action which would result in noncoverage under any
applicable  PMI Policy or LPMI Policy of any loss which,  but for the actions of the Company  would have been  covered  thereunder.  In
connection  with any  assumption or  substitution  agreement  entered into or to be entered into pursuant to Section 6.01,  the Company
shall  promptly  notify the  insurer  under the related  PMI Policy or LPMI  Policy,  if any, of such  assumption  or  substitution  of
liability  in  accordance  with the terms of such PMI Policy or LPMI  Policy and shall take all  actions  which may be required by such
insurer as a condition to the  continuation  of coverage  under such PMI Policy or LPMI Policy.  If such PMI Policy is  terminated as a
result of such assumption or  substitution  of liability,  the Company shall obtain a replacement PMI Policy or LPMI Policy as provided
above.

         In  connection  with its  activities  as  servicer,  the Company  agrees to prepare and  present,  on behalf of itself and the
Purchaser,  claims to the  insurer  under any PMI Policy in a timely  fashion in  accordance  with the terms of such PMI Policy and, in
this regard,  to take such action as shall be necessary to permit recovery under any PMI Policy  respecting a defaulted  Mortgage Loan.
Pursuant to Section  4.04,  any amounts  collected by the Company  under any PMI Policy shall be  deposited in the  Custodial  Account,
subject to withdrawal pursuant to Section 4.05.

Section 4.16      Title, Management and Disposition of REO Property.

         In the event that title to any Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate of sale shall be taken in the name of the  Purchaser,  or in the event the Purchaser is not authorized or permitted to hold
title to real property in the state where the REO Property is located,  or would be adversely  affected  under the "doing  business" or
tax laws of such state by so holding  title,  the deed or  certificate  of sale shall be taken in the name of such Person or Persons as
shall be  consistent  with an Opinion of Counsel  obtained by the Company from any attorney  duly licensed to practice law in the state
where the REO Property is located.  The Person or Persons  holding such title other than the  Purchaser  shall  acknowledge  in writing
that such title is being held as nominee for the Purchaser.

         The  Purchaser  shall have the option to manage and operate the REO Property  provided the Purchaser  gives written  notice of
its intention to do so within thirty (30) days after such REO Property is acquired in  foreclosure  or by deed in lieu of  foreclosure.
The election by the Purchaser to manage the REO Property shall not  constitute a termination  of any rights of the Company  pursuant to
Section  11.02.  Upon the  Company's  receipt  of such  written  notice,  it shall be relived of any  obligation  to manage,  conserve,
protect,  operate,  dispose or sell the  Mortgaged  Property  for the  Purchaser,  or its  designee.  All such  duties  will become the
obligation  of the  Purchaser,  or its  designee.  In such  connection,  upon the Mortgaged  Property  being  acquired on behalf of the
Purchaser,  or its designee,  the Company shall fully cooperate with Purchaser to transfer management of the REO Property to Purchaser,
or its  designee,  and shall  immediately  submit a statement of expenses to the  Purchaser  for  reimbursement  within 30 days for all
Monthly  Advances and Servicing  Advances.  If Company does not receive  reimbursement  of such expenses from the Purchaser  within the
30-days of the  statement  of expenses,  Company  shall be permitted to withdraw  such amount from the  Custodial  Account  pursuant to
Section 4.05.

         In the event the  Purchaser  does not elect to manage an REO  Property,  the Company  shall  manage,  conserve and protect the
related REO Property for the Purchaser.  The Company,  either itself or through an agent selected by the Company,  shall manage the REO
Property in the same manner that it manages,  conserves,  protects and operates other foreclosed  property for its own account,  and in
the same manner that  similar  property in the same  locality as the REO  Property is managed.  The Company  shall  attempt to sell the
same (and may temporarily rent the same for a period not greater than one year,  except as otherwise  provided below) on such terms and
conditions as the Company deems to be in the best interest of the Purchaser.

         The Company  shall use its best  efforts to dispose of the REO  Property as soon as possible  and shall sell such REO Property
in any event  within  one year after  title has been taken to such REO  Property,  unless (i) a REMIC  election  has not been made with
respect to the  arrangement  under which the Mortgage Loans and the REO Property are held, and (ii) the Company  determines,  and gives
an  appropriate  notice to the  Purchaser to such effect,  that a longer period is necessary  for the orderly  liquidation  of such REO
Property.  If a period longer than one year is permitted  under the foregoing  sentence and is necessary to sell any REO Property,  (i)
the Company  shall report  monthly to the  Purchaser  as to the progress  being made in selling such REO Property and (ii) if, with the
written  consent of the Purchaser,  a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall
name the Company as mortgagee,  and such purchase money mortgage shall not be held pursuant to this  Agreement,  but instead a separate
participation agreement among the Company and Purchaser shall be entered into with respect to such purchase money mortgage.

         The Company shall also maintain on each REO Property fire and hazard  insurance  with extended  coverage in amount which is at
least equal to the maximum  insurable  value of the  improvements  which are a part of such property,  liability  insurance and, to the
extent  required and available  under the Flood Disaster  Protection Act of 1973, as amended,  flood  insurance in the amount  required
above.

         The  disposition of REO Property  shall be carried out by the Company at such price,  and upon such terms and  conditions,  as
the Company deems to be in the best  interests of the Purchaser.  The proceeds of sale of the REO Property shall be promptly  deposited
in the Custodial  Account.  As soon as practical  thereafter  the expenses of such sale shall be paid and the Company  shall  reimburse
itself for any related  unreimbursed  Servicing  Advances,  unpaid  Servicing Fees and  unreimbursed  advances made pursuant to Section
5.03. On the Remittance Date  immediately  following the Principal  Prepayment  Period in which such sale proceeds are received the net
cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser.

         The Company shall withdraw the Custodial  Account funds necessary for the proper  operation  management and maintenance of the
REO Property,  including the cost of maintaining  any hazard  insurance  pursuant to Section 4.10 and the fees of any managing agent of
the Company,  or the Company itself.  The Company shall make monthly  distributions on each Remittance Date to the Purchaser of the net
cash flow from the REO Property  (which shall equal the  revenues  from such REO Property net of the expenses  described in the Section
4.16 and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).

Section 4.17      Real Estate Owned Reports.

         Together with the statement  furnished  pursuant to Section 5.02,  the Company shall furnish to the Purchaser on or before the
Remittance  Date each month a statement  with respect to any REO Property  covering the operation of such REO Property for the previous
month and the  Company's  efforts in  connection  with the sale of such REO Property and any rental of such REO Property  incidental to
the sale thereof for the previous  month.  That  statement  shall be  accompanied  by such other  information  as the  Purchaser  shall
reasonably request.

Section 4.18      Liquidation Reports.

         Upon the foreclosure  sale of any Mortgaged  Property or the acquisition  thereof by the Purchaser  pursuant to a deed in lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property.

Section 4.19      Reports of Foreclosures and Abandonments of Mortgaged Property.

         Following the  foreclosure  sale or  abandonment  of any Mortgaged  Property,  the Company  shall report such  foreclosure  or
abandonment  as required  pursuant to Section  6050J of the Code.  The  Company  shall file  information  reports  with  respect to the
receipt of mortgage  interest received in a trade or business and information  returns relating to cancellation of indebtedness  income
with respect to any Mortgaged  Property as required by the Code.  Such reports  shall be in form and  substance  sufficient to meet the
reporting requirements imposed by the Code.

Section 4.20      Application of Buydown Funds.

         With respect to each Buydown  Mortgage  Loan,  the Company shall have  deposited  into the Escrow  Account,  no later than the
last day of the month,  Buydown  Funds in an amount equal to the  aggregate  undiscounted  amount of payments  that,  when added to the
amount  the  Mortgagor  on such  Mortgage  Loan is  obligated  to pay on all Due  Dates in  accordance  with the  terms of the  Buydown
Agreement,  is equal to the full  scheduled  Monthly  Payments  which are required to be paid by the  Mortgagor  under the terms of the
related  Mortgage Note (without  regard to the related  Buydown  Agreement as if the Mortgage Loan were not subject to the terms of the
Buydown  Agreement).  With respect to each Buydown  Mortgage Loan, the Company will distribute to the Purchaser on each Remittance Date
an amount of  Buydown  Funds  equal to the  amount  that,  when added to the  amount  required  to be paid on such date by the  related
Mortgagor,  pursuant to and in accordance with the related Buydown  Agreement,  equals the full Monthly Payment that would otherwise be
required to be paid on such Mortgage  Loan by the related  Mortgagor  under the terms of the related  Mortgage Note (as if the Mortgage
Loan were not a Buydown Mortgage Loan and without regard to the related Buydown Agreement).

         If the  Mortgagor on a Buydown  Mortgage  Loan  defaults on such  Mortgage  Loan during the Buydown  Period and the  Mortgaged
Property  securing  such Buydown  Mortgage  Loan is sold in the  liquidation  thereof  (either by the Company or the insurer  under any
related Primary Insurance  Policy) the Company shall, on the Remittance Date following the date upon which Liquidation  Proceeds or REO
Disposition  proceeds are received with respect to any such Buydown  Mortgage Loan,  distribute to the Purchaser all remaining  Buydown
Funds for such  Mortgage  Loan then  remaining  in the Escrow  Account.  Pursuant to the terms of each Buydown  Agreement,  any amounts
distributed to the Purchaser in accordance with the preceding  sentence will be applied to reduce the outstanding  principal balance of
the related  Buydown  Mortgage  Loan. If a Mortgagor on a Buydown  Mortgage Loan prepays such Mortgage Loan in its entirety  during the
related  Buydown  Period,  the Company shall be required to withdraw from the Escrow Account any Buydown Funds  remaining in the Escrow
Account with respect to such Buydown  Mortgage Loan in accordance with the related Buydown  Agreement.  If a principal  prepayment by a
Mortgagor on a Buydown  Mortgage Loan during the related Buydown  Period,  together with any Buydown Funds then remaining in the Escrow
Account related to such Buydown  Mortgage Loan, would result in a principal  prepayment of the entire unpaid  principal  balance of the
Buydown  Mortgage  Loan,  the Company shall  distribute  to the Purchaser on the  Remittance  Date  occurring in the month  immediately
succeeding  the month in which such Principal  Prepayment is received,  all Buydown Funds related to such Mortgage Loan so remaining in
the Escrow Account, together with any amounts required to be deposited into the Custodial Account.

Section 4.21      Notification of Adjustments.

         With respect to each  adjustable  rate  Mortgage  Loan,  the Company  shall adjust the Mortgage  Interest  Rate on the related
Interest Rate  Adjustment Date in compliance  with the  requirements of applicable law and the related  Mortgage and Mortgage Note. The
Company shall execute and deliver any and all necessary  notices  required under  applicable law and the terms of the related  Mortgage
Note and Mortgage  regarding the Mortgage  Interest Rate  adjustments.  Upon the discovery by the Company or the receipt of notice from
the  Purchaser  that the Company has failed to adjust a Mortgage  Interest Rate in  accordance  with the terms of the related  Mortgage
Note,  the Company shall  immediately  deposit in the Custodial  Account from its own funds the amount of any interest loss or deferral
caused the Purchaser thereby.

Section 4.22      Confidentiality/Protection of Customer Information.

         The Company shall keep confidential and shall not divulge to any party, without the Purchaser's prior written consent, the
price paid by the Purchaser for the Mortgage Loans, except to the extent that it is reasonable and necessary for the Company to do so
in working with legal counsel, auditors, taxing authorities or other governmental agencies. Each party agrees that it shall comply
with all applicable laws and regulations regarding the privacy or security of Customer Information and shall maintain appropriate
administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Information,
including maintaining security measures designed to meet the Interagency Guidelines Establishing Standards for Safeguarding Customer
Information, 66 Fed. Reg. 8616 (the "Interagency Guidelines"), if applicable.  For purposes of this Section 4.22, the term "Customer
Information" shall have the meaning assigned to it in the Interagency Guidelines.


Section 4.23      Fair Credit Reporting Act

         The Company,  in its capacity as servicer for each Mortgage Loan, agrees to fully furnish,  in accordance with the Fair Credit
Reporting Act and its implementing  regulations,  accurate and complete  information (e.g.,  favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.
Section 4.24      Establishment of and Deposits to Subsidy Account.

         The Company  shall  segregate and hold all Subsidy Funds  collected and received  pursuant to the Subsidy Loans  separate and
apart from any of its own funds and general assets and shall establish and maintain one or more Subsidy Accounts,  in the form of time
deposit or demand accounts,  titled "Wells Fargo Bank, N.A., in trust for the Purchaser,  its successors or assigns, and/or subsequent
purchasers  of  residential  Mortgage  Loans,  and various  Mortgagors."  The Subsidy  Account  shall be an eligible  deposit  account
established with an eligible institution.

         The Company shall, from time to time, withdraw funds from the Subsidy Account for the following purposes:


                  (i)      to deposit in the Custodial Account in the amounts and in the manner provided for in Section 4.04(xi);

                  (ii)     to transfer funds to another eligible institution in accordance with Section 4.09 hereof;

                  (iii)    to withdraw funds deposited in error; and

                  (iv)     to clear and terminate the Subsidy Account upon the termination of this Agreement.
         Notwithstanding  anything to the  contrary  elsewhere  in this  Agreement,  the Company may employ the Escrow  Account as the
Subsidy Account to the extent that the Company can separately identify any Subsidy Funds deposited therein.


Section 4.25      Use of Subservicers and Subcontractors.

         The Company  shall not hire or otherwise  utilize the services of any  Subservicer  to fulfill any of the  obligations  of the
Company under this Agreement or any  Reconstitution  Agreement unless the Company complies with the provisions of paragraph (a) of this
Section  4.25.  The  Company  shall not hire or  otherwise  utilize  the  services  of any  Subcontractor,  and shall  not  permit  any
Subservicer  to hire or otherwise  utilize the services of any  Subcontractor,  to fulfill any of the  obligations of the Company under
this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section 4.25.

         (a)      It shall not be necessary for the Company to seek the consent of the  Purchaser or any  Depositor to the  utilization
         of any  Subservicer.  The Company shall cause any Subservicer  used by the Company (or by any  Subservicer) for the benefit of
         the  Purchaser  and any  Depositor  to  comply  with  the  provisions  of this  Section  4.25 and with  Sections  6.04,  6.06,
         9.01(e)(iii),  9.01(e)(v) and 9.01(f) of this  Agreement to the same extent as if such  Subservicer  were the Company,  and to
         provide the information  required with respect to such Subservicer  under Section  9.01(e)(iv) of this Agreement.  The Company
         shall be  responsible  for  obtaining  from each  Subservicer  and  delivering to the Purchaser and any Depositor any servicer
         compliance  statement  required to be delivered by such  Subservicer  under Section 6.04 and any  assessment of compliance and
         attestation  required to be delivered by such Subservicer  under Section 6.06 and any  certification  required to be delivered
         to the Person that will be responsible  for signing the Sarbanes  Certification  under Section 6.06 as and when required to be
         delivered.

         (b)      It shall not be necessary for the Company to seek the consent of the  Purchaser or any  Depositor to the  utilization
         of any  Subcontractor.  The Company shall  promptly  upon request  provide to the Purchaser and any Depositor (or any designee
         of the Depositor,  such as a master servicer or  administrator) a written  description (in form and substance  satisfactory to
         the Purchaser and such Depositor) of the role and function of each  Subcontractor  utilized by the Company or any Subservicer,
         specifying (i) the identity of each such  Subcontractor,  (ii) which (if any) of such Subcontractors are "participating in the
         servicing  function"  within the meaning of Item 1122 of Regulation  AB, and (iii) which  elements of the  Servicing  Criteria
         will be addressed in  assessments  of compliance  provided by each  Subcontractor  identified  pursuant to clause (ii) of this
         paragraph.

         As a condition to the utilization of any Subcontractor  determined to be "participating in the servicing  function" within the
meaning of Item 1122 of Regulation AB, the Company shall cause any such  Subcontractor  used by the Company (or by any Subservicer) for
the benefit of the  Purchaser and any  Depositor to comply with the  provisions  of Sections 6.06 and 9.01(f) of this  Agreement to the
same extent as if such  Subcontractor  were the Company.  The Company shall be responsible  for obtaining from each  Subcontractor  and
delivering  to the  Purchaser  and any  Depositor  any  assessment  of  compliance  and  attestation  required to be  delivered by such
Subcontractor under Section 6.06, in each case as and when required to be delivered.

                                                               ARTICLE V

                                                         PAYMENTS TO PURCHASER


Section 5.01      Remittances.

         On each  Remittance  Date the Company shall remit by wire  transfer of  immediately  available  funds to the Purchaser (a) all
amounts  deposited  in the  Custodial  Account  as of the close of  business  on the  Determination  Date (net of  charges  against  or
withdrawals  from the Custodial  Account  pursuant to Section  4.05),  plus (b) all amounts,  if any, which the Company is obligated to
distribute  pursuant to Section  5.03,  minus (c) any amounts  attributable  to Principal  Prepayments  received  after the  applicable
Principal  Prepayment Period which amounts shall be remitted on the following  Remittance Date,  together with any additional  interest
required to be deposited in the Custodial Account in connection with such Principal  Prepayment in accordance with Section  4.04(viii);
minus (d) any amounts  attributable  to Monthly  Payments  collected but due on a Due Date or Dates  subsequent to the first day of the
month of the  Remittance  Date,  and minus (e) any amounts  attributable  to Buydown Funds being held in the Custodial  Account,  which
amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.

         With respect to any  remittance  received by the  Purchaser  after the Business Day on which such payment was due, the Company
shall pay to the  Purchaser  interest on any such late  payment at an annual  rate equal to the Prime Rate,  adjusted as of the date of
each  change,  plus three  percentage  points,  but in no event  greater than the maximum  amount  permitted by  applicable  law.  Such
interest  shall cover the period  commencing  with the day following the Business Day such payment was due and ending with the Business
Day on which such payment is made to the  Purchaser,  both  inclusive.  Such interest shall be remitted by wire transfer of immediately
available  funds within one Business Day following  agreement by the Purchaser  and the Company of the penalty  amount.  The payment by
the  Company  of any such  interest  shall not be deemed an  extension  of time for  payment or a waiver of any Event of Default by the
Company.

Section 5.02      Statements to Purchaser.

         Not later than the  Remittance  Date, the Company shall furnish to the Purchaser a monthly  remittance  advice in the standard
form of electronic  Alltel® file, as to the period ending on the last day of the preceding  month.  If requested by the Purchaser prior
to the related Closing Date, the first monthly  remittance  advice due to the Purchaser  following such Closing Date shall be furnished
by the 12th calendar day, or if such day is not a Business Day, then the preceding Business Day.

Section 5.03      Monthly Advances by Company.

         On the Business Day immediately  preceding each Remittance  Date, the Company shall deposit in the Custodial  Account from its
own funds or from  amounts  held for future  distribution  an amount  equal to all  Monthly  Payments  (with  interest  adjusted to the
Mortgage Loan  Remittance  Rate) which were due on the Mortgage Loans during the applicable Due Period and which were delinquent at the
close of business on the immediately  preceding  Determination  Date or which were deferred  pursuant to Section 4.01. Any amounts held
for future  distribution  and so used shall be  replaced  by the  Company by deposit in the  Custodial  Account on or before any future
Remittance Date if funds in the Custodial  Account on such Remittance Date shall be less than payments to the Purchaser  required to be
made on such  Remittance  Date. The Company's  obligation to make such Monthly  Advances as to any Mortgage Loan will continue  through
the last  Monthly  Payment due prior to the payment in full of the  Mortgage  Loan,  or through the last  Remittance  Date prior to the
Remittance  Date for the  distribution  of all  Liquidation  Proceeds  and other  payments or  recoveries  (including  REO  Disposition
Proceeds,  Insurance Proceeds and Condemnation  Proceeds) with respect to the Mortgage Loan;  provided,  however,  that such obligation
shall  cease if the  Company  determines,  in its sole  reasonable  opinion,  that  advances  with  respect to such  Mortgage  Loan are
non-recoverable by the Company from Liquidation  Proceeds,  Insurance Proceeds,  REO Disposition  Proceeds,  Condemnation  Proceeds, or
otherwise  with  respect  to a  particular  Mortgage  Loan.  In the  event  that the  Company  determines  that any such  advances  are
non-recoverable,  the Company shall provide the Purchaser  with a  certificate  signed by two officers of the Company  evidencing  such
determination.

                                                              ARTICLE VI

                                                     GENERAL SERVICING PROCEDURES


Section 6.01      Transfers of Mortgaged Property.

         The Company shall use its best efforts to enforce any "due-on-sale"  provision  contained in any Mortgage or Mortgage Note and
to deny  assumption by the Person to whom the Mortgaged  Property has been or is about to be sold whether by absolute  conveyance or by
contract of sale, and whether or not the Mortgagor  remains liable on the Mortgage and the Mortgage Note.  When the Mortgaged  Property
has been conveyed by the  Mortgagor,  the Company  shall,  to the extent it has knowledge of such  conveyance,  immediately  notify the
Purchaser and exercise its rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale"  clause applicable  thereto,
provided,  however,  that the Company  shall not  exercise  such rights if  prohibited  by law from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related PMI Policy, if any.

         If the Company reasonably  believes it is unable under applicable law to enforce such "due-on-sale"  clause, the Company shall
enter into (i) an assumption and  modification  agreement  with the Person to whom such property has been  conveyed,  pursuant to which
such Person becomes liable under the Mortgage Note and the original  Mortgagor  remains liable thereon or (ii) in the event the Company
is unable under  applicable  law to require that the original  Mortgagor  remain liable under the Mortgage Note and the Company has the
prior consent of the primary  mortgage  guaranty  insurer,  a substitution  of liability  agreement with the purchaser of the Mortgaged
Property  pursuant to which the  original  Mortgagor  is  released  from  liability  and the  purchaser  of the  Mortgaged  Property is
substituted  as Mortgagor and becomes  liable under the Mortgage  Note.  If an assumption  fee is collected by the Company for entering
into an assumption  agreement  the fee will be retained by the Company as additional  servicing  compensation.  In connection  with any
such  assumption,  neither  the  Mortgage  Interest  Rate borne by the  related  Mortgage  Note,  the term of the  Mortgage  Loan,  the
outstanding principal amount of the Mortgage Loan nor any other materials terms shall be changed without Purchaser's consent.

         To the extent that any Mortgage Loan is assumable,  the Company shall  inquire  diligently  into the credit  worthiness of the
proposed  transferee,  and shall use the underwriting  criteria for approving the credit of the proposed transferee which are used with
respect to  underwriting  mortgage  loans of the same type as the Mortgage  Loans.  If the credit of the proposed  transferee  does not
meet such  underwriting  criteria,  the Company  diligently  shall, to the extent permitted by the Mortgage or the Mortgage Note and by
applicable law, accelerate the maturity of the Mortgage Loan.

Section 6.02      Satisfaction of Mortgages and Release of Mortgage Loan Documents.

         Upon the payment in full of any Mortgage  Loan, or the receipt by the Company of a  notification  that payment in full will be
escrowed in a manner customary for such purposes,  the Company shall notify the Purchaser in the Monthly  Remittance Advice as provided
in Section 5.02, and may request the release of any Mortgage Loan Documents.

         If the Company  satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness  secured by
the Mortgage or should the Company otherwise prejudice any rights the Purchaser may have under the mortgage  instruments,  upon written
demand of the Purchaser,  the Company shall  repurchase the related  Mortgage Loan at the  Repurchase  Price by deposit  thereof in the
Custodial  Account  within 2 Business Days of receipt of such demand by the  Purchaser.  The Company  shall  maintain the Fidelity Bond
and Errors and Omissions  Insurance  Policy as provided for in Section 4.12  insuring the Company  against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

Section 6.03      Servicing Compensation.

         As  compensation  for its services  hereunder,  the Company  shall be entitled to withdraw  from the  Custodial  Account or to
retain from interest  payments on the Mortgage  Loans the amount of its Servicing  Fee. The Servicing Fee shall be payable  monthly and
shall be computed on the basis of the outstanding  principal  balance and for the period  respecting which any related interest payment
on a Mortgage Loan is computed.  The  obligation of the Purchaser to pay the Servicing Fee is limited to, and payable  solely from, the
interest portion of such Monthly Payments.

         Additional  servicing  compensation  in the form of assumption  fees, to the extent provided in Section 6.01, and late payment
charges  shall be retained by the Company to the extent not required to be deposited in the  Custodial  Account.  The Company  shall be
required  to pay all  expenses  incurred by it in  connection  with its  servicing  activities  hereunder  and shall not be entitled to
reimbursement thereof except as specifically provided for herein.

Section 6.04      Annual Statements as to Compliance.

         (i)      The Company shall deliver to the Purchaser,  on or before February 28, 2006, an Officer's  Certificate,  stating that
(x) a review of the  activities of the Company during the preceding  calendar year and of  performance  under this Agreement or similar
agreements has been made under such officer's supervision,  and (y) to the best of such officer's knowledge,  based on such review, the
Company  has  fulfilled  all its  obligations  under  this  Agreement  throughout  such  year,  or, if there has been a default  in the
fulfillment  of any such  obligation,  specifying  each such default  known to such  officer and the nature and status  thereof and the
action being taken by the Company to cure such default.

         (ii)     On or before March 1 of each calendar  year,  commencing in 2007,  the Company shall deliver to the Purchaser and any
Depositor a statement of compliance  addressed to the Purchaser and such Depositor and signed by an authorized  officer of the Company,
to the effect that (a) a review of the Company's  activities  during the  immediately  preceding  calendar year (or applicable  portion
thereof) and of its  performance  under this Agreement and any  applicable  Reconstitution  Agreement  during such period has been made
under such officer's  supervision,  and (b) to the best of such officers'  knowledge,  based on such review,  the Company has fulfilled
all of its  obligations  under this Agreement and any applicable  Reconstitution  Agreement in all material  respects  throughout  such
calendar year (or applicable  portion thereof) or, if there has been a failure to fulfill any such obligation in any material  respect,
specifically identifying each such failure known to such officer and the nature and the status thereof.

Section 6.05      Annual Independent Public Accountants' Servicing Report.

         Except with respect to  Securitization  Transactions  occurring on or after January 1, 2006,  on or before  February 28, 2006,
the Company,  at its expense,  shall cause a firm of  independent  public  accountants  which is a member of the American  Institute of
Certified Public  Accountants to furnish a statement to each Purchaser to the effect that such firm has examined certain  documents and
records  relating to the servicing of the mortgage  loans similar in nature and that such firm is of the opinion that the provisions of
this or similar  agreements have been complied with, and that, on the basis of such examination  conducted  substantially in compliance
with the Single  Attestation  Program  for  Mortgage  Bankers,  nothing has come to their  attention  which  would  indicate  that such
servicing has not been conducted in compliance  therewith,  except for (i) such exceptions as such firm shall believe to be immaterial,
and (ii)  such  other  exceptions  as  shall be set  forth  in such  statement.  By  providing  Purchaser  a copy of a  Uniform  Single
Attestation  Program  Report from their  independent  public  accountant's  on an annual  basis,  Company  shall be  considered to have
fulfilled its obligations under this Section 6.05.

Section 6.06      Report on Assessment of Compliance and Attestation.

         With  respect to any Mortgage  Loans that are the subject of a  Securitization  Transaction  occurring on or before March 1 of
each calendar year, commencing in 2007, the Company shall:

(i)      deliver to the Purchaser and any Depositor a report (in form and substance  reasonably  satisfactory to the Purchaser and such
                  Depositor)  regarding the  Company's  assessment of compliance  with the Servicing  Criteria  during the  immediately
                  preceding  calendar  year, as required  under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
                  AB. Such report shall be addressed to the  Purchaser and such  Depositor  and signed by an authorized  officer of the
                  Company and shall address each of the Servicing  Criteria  specified on a certification  substantially in the form of
                  Exhibit D hereto;

(ii)     deliver to the  Purchaser and any  Depositor a report of a registered  public  accounting  firm  reasonably  acceptable to the
                  Purchaser and such Depositor  that attests to, and reports on, the  assessment of compliance  made by the Company and
                  delivered  pursuant to the preceding  paragraph.  Such  attestation  shall be in accordance with Rules 1-02(a)(3) and
                  2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii)    cause each Subservicer and each  Subcontractor,  determined by the Company pursuant to Section 425(b) to be  "participating in
                  the  servicing  function"  within the meaning of Item 1122 of  Regulation  AB, to deliver to the  Purchaser  and such
                  Depositor an assessment of compliance and accountants'  attestation as and when provided in paragraphs (a) and (b) of
                  this Section 6.06; and

(iv)     deliver to the  Purchaser,  any  Depositor  and any other Person that will be  responsible  for signing the  certification  (a
                  "Sarbanes  Certification")  required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed  issuer with respect to a Securitization  Transaction
                  a certification in the form attached hereto as Exhibit E.

         The Company  acknowledges  that the parties  identified  in clause  (iv) above may rely on the  certification  provided by the
Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

Section 6.07      Remedies.

         (i)      Any  failure by the  Company,  any  Subservicer,  any  Subcontractor  or any  Third-Party  Originator  to deliver any
information,  report, certification,  accountants' letter or other material when and as required under Article 9, Section 6.04, Section
6.05 or Section  6.06,  or any breach by the Company of a  representation  or  warranty  set forth in Section  9.01(e)(iv)(A),  or in a
writing  furnished  pursuant to Section  9.01(e)(iv)(B)  and made as of a date prior to the closing date of the related  Securitization
Transaction,  to the extent that such breach is not cured by such closing  date,  or any breach by the Company of a  representation  or
warranty in a writing  furnished  pursuant to Section  9.01(e)(iv)(B)  to the extent made as of a date subsequent to such closing date,
shall,  except as provided  in  sub-clause  (ii) of this  Section,  immediately  and  automatically,  without  notice or grace  period,
constitute  an Event of Default with respect to the Company under this  Agreement  and any  applicable  Reconstitution  Agreement,  and
shall  entitle the Purchaser or Depositor,  as  applicable,  in its sole  discretion  to terminate  the rights and  obligations  of the
Company as servicer under this Agreement and/or any applicable  Reconstitution Agreement without payment  (notwithstanding  anything in
this Agreement or any applicable  Reconstitution  Agreement to the contrary) of any  compensation to the Company;  provided that to the
extent than any provision of this  Agreement  and/or any applicable  Reconstitution  Agreement  expressly  provides for the survival of
certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.

         (ii)     Any failure by the Company,  any Subservicer or any Subcontractor to deliver any information,  report,  certification
or accountants'  letter when and as required under Section 6.04, Section 6.05 or Section 6.06,  including any failure by the Company to
identify any Subcontract  "participating  in the servicing  function" within the meaning of Item 1122 of Regulation AB, which continues
unremedied  for ten (10) calendar days after the date on which such  information,  report,  certification  or  accountants'  letter was
required to be delivered  shall  constitute  an Event of Default with respect to the Company under this  Agreement  and any  applicable
Reconstitution  Agreement, and shall entitle the Purchaser or Depositor, as applicable,  in its sole discretion to terminate the rights
and obligations of the Company under this Agreement and/or any applicable  Reconstitution  Agreement  without payment  (notwithstanding
anything in this  Agreement to the  contrary) of any  compensation  to the Company;  provided  that to the extent that any provision of
this Agreement  and/or any applicable  Reconstitution  Agreement  expressly  provides for the survival of certain rights or obligations
following termination of the Company as servicer, such provision shall be given effect.

         (iii)    The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser,  such as a master servicer) and
any Depositor,  as applicable,  for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are
incurred,  in  connection  with the  termination  of the Company as servicer and the  transfer of servicing of the Mortgage  Loans to a
successor  servicer.  The  provisions of this paragraph  shall not limit whatever  rights the Purchaser or any Depositor may have under
other provisions of this Agreement and/or any applicable  Reconstitution  Agreement or otherwise,  whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.

Section 6.08      Right to Examine Company Records.

         The  Purchaser,  or its  designee,  shall have the right to  examine  and audit any and all of the  books,  records,  or other
information of the Company,  whether held by the Company or by another on its behalf,  with respect to or concerning  this Agreement or
the Mortgage Loans, during business hours or at such other times as may be reasonable under applicable  circumstances,  upon reasonable
advance notice.  The Purchaser shall pay its own expenses associated with such examination.

Section 6.09      Compliance with REMIC Provisions.

         If a REMIC  election has been made with respect to the  arrangement  under which the Mortgage Loans and REO Property are held,
the  Company  shall not take any  action,  cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC  Provisions,  if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC  (including but not limited to the tax on  "prohibited  transactions"  as defined
Section  860(a)(2) of the Code and the tax on  "contributions"  to a REMIC set forth in Section  860(d) of the Code) unless the Company
has  received  an Opinion of Counsel  (at the expense of the party  seeking to take such  action) to the effect  that the  contemplated
action will not endanger such REMIC status or result in the imposition of any such tax.

                                                              ARTICLE VII

                                                         COMPANY TO COOPERATE


Section 7.01      Provision of Information.

         During the term of this  Agreement,  the Company shall furnish to the Purchaser  such periodic,  special,  or other reports or
information,  and copies or originals of any  documents  contained in the  Servicing  File for each  Mortgage Loan provided for herein.
All other special  reports or information  not provided for herein as shall be necessary,  reasonable,  or appropriate  with respect to
the Purchaser or any regulatory agency will be provided at the Purchaser's  expense.  All such reports,  documents or information shall
be provided by and in accordance with all reasonable instructions and directions which the Purchaser may give.

         The Company shall execute and deliver all such  instruments  and take all such action as the Purchaser may reasonably  request
from time to time, in order to effectuate the purposes and to carry out the terms of this Agreement.

Section 7.02      Financial Statements; Servicing Facility.

         In connection  with marketing the Mortgage Loans,  the Purchaser may make available to a prospective  Purchaser a Consolidated
Statement of Operations  of the Company for the most  recently  completed two (2) fiscal years for which such a statement is available,
as well as a  Consolidated  Statement of Condition at the end of the last two fiscal years  covered by such  Consolidated  Statement of
Operations.  The Company also shall make  available  any  comparable  interim  statements to the extent any such  statements  have been
prepared by or on behalf of the Company (and are available upon request to members or  stockholders  of the Company or to the public at
large).

         The Company also shall make available to Purchaser or prospective  Purchaser a knowledgeable  financial or accounting  officer
for the purpose of answering  questions  respecting  recent  developments  affecting  the Company or the  financial  statements  of the
Company,  and to permit any  prospective  purchaser to inspect the Company's  servicing  facilities for the purpose of satisfying  such
prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.

                                                             ARTICLE VIII

                                                              THE COMPANY


Section 8.01      Indemnification; Third Party Claims.

         The Company  shall  indemnify  the  Purchaser and hold it harmless  against any and all claims,  losses,  damages,  penalties,
fines,  forfeitures,  reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the
Purchaser  may sustain in any way related to the failure of the Company to perform its duties and service the Mortgage  Loans in strict
compliance with the terms of this  Agreement.  The Company  immediately  shall notify the Purchaser if a claim is made by a third party
with respect to this  Agreement or the Mortgage  Loans,  assume (with the prior written  consent of the  Purchaser)  the defense of any
such claim and pay all expenses in connection  therewith,  including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree  which may be  entered  against it or the  Purchaser  in  respect  of such  claim.  The  Company  shall  follow  any  written
instructions  received from the Purchaser in connection  with such claim.  The Purchaser  promptly shall  reimburse the Company for all
amounts  advanced  by it  pursuant  to  the  preceding  sentence  except  when  the  claim  is in any  way  related  to  the  Company's
indemnification  pursuant  to Section  3.03,  or the  failure of the Company to service and  administer  the  Mortgage  Loans in strict
compliance with the terms of this Agreement.

Section 8.02      Merger or Consolidation of the Company.

         The Company shall keep in full effect its existence,  rights and  franchises  and shall obtain and preserve its  qualification
to do business in each  jurisdiction in which such  qualification  is or shall be necessary to protect the validity and  enforceability
of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.

         Any Person into which the Company may be merged or consolidated,  or any corporation resulting from any merger,  conversion or
consolidation  to which the Company shall be a party, or any Person  succeeding to the business of the Company,  shall be the successor
of the Company  hereunder,  without the  execution or filing of any paper or any further act on the part of any of the parties  hereto,
anything herein to the contrary  notwithstanding,  provided,  however,  that the successor or surviving  Person shall be an institution
which is a Fannie Mae/Freddie  Mac-approved company in good standing and has a net worth of no less than $25 million.  Furthermore,  in
the event the Company transfers or otherwise  disposes of all or substantially  all of its assets to an affiliate of the Company,  such
affiliate shall satisfy the condition above,  and shall also be fully liable to the Purchaser for all of the Company's  obligations and
liabilities hereunder.

Section 8.03      Limitation on Liability of Company and Others.

         Neither the Company nor any of the  directors,  officers,  employees or agents of the Company  shall be under any liability to
the Purchaser for any action taken or for  refraining  from the taking of any action in good faith pursuant to this  Agreement,  or for
errors in judgment,  provided,  however,  that this  provision  shall not protect the Company or any such Person  against any breach of
warranties or  representations  made herein,  or failure to perform its obligations in strict  compliance with any standard of care set
forth in this Agreement or any other liability  which would  otherwise be imposed under this  Agreement.  The Company and any director,
officer,  employee or agent of the  Company  may rely in good faith on any  document  of any kind prima  facie  properly  executed  and
submitted  by any Person  respecting  any matters  arising  hereunder.  The  Company  shall not be under any  obligation  to appear in,
prosecute or defend any legal action  which is not  incidental  to its duties to service the  Mortgage  Loans in  accordance  with this
Agreement  and which in its opinion may involve it in any expense or  liability,  provided,  however,  that the Company  may,  with the
consent of the  Purchaser,  undertake  any such action which it may deem  necessary or desirable in respect to this  Agreement  and the
rights and duties of the parties  hereto.  In such event,  the Company  shall be entitled to  reimbursement  from the  Purchaser of the
reasonable legal expenses and costs of such action.

Section 8.04      Limitation on Resignation and Assignment by Company.

         The Purchaser has entered into this Agreement  with the Company and  subsequent  Purchaser will purchase the Mortgage Loans in
reliance upon the independent status of the Company,  and the  representations as to the adequacy of its servicing  facilities,  plant,
personnel,  records and procedures,  its integrity,  reputation and financial standing,  and the continuance  thereof.  Therefore,  the
Company shall neither assign this Agreement or the servicing  rights  hereunder or delegate its rights or duties  hereunder (other than
pursuant to Section  4.01) or any  portion  hereof or sell or  otherwise  dispose of all of its  property  or assets  without the prior
written consent of the Purchaser, which consent shall not be unreasonably withheld.

         The Company  shall not resign from the  obligations  and duties hereby  imposed on it except by mutual  consent of the Company
and the  Purchaser  or upon the  determination  that its duties  hereunder  are no longer  permissible  under  applicable  law and such
incapacity cannot be cured by the Company.  Any such  determination  permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect  delivered to the Purchaser  which  Opinion of Counsel  shall be in form and substance  acceptable to
the Purchaser.  No such  resignation  shall become  effective until a successor shall have assumed the Company's  responsibilities  and
obligations hereunder in the manner provided in Section 12.01.

         Without in any way  limiting  the  generality  of this Section  8.04,  in the event that the Company  either shall assign this
Agreement or the servicing  responsibilities  hereunder or delegate its duties  hereunder  (other than pursuant to Section 4.01) or any
portion thereof or sell or otherwise dispose of all or substantially  all of its property or assets,  without the prior written consent
of the  Purchaser,  then the  Purchaser  shall have the right to  terminate  this  Agreement  upon notice given as set forth in Section
10.01, without any payment of any penalty or damages and without any liability whatsoever to the Company or any third party.

                                                              ARTICLE IX

                                SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS


Section 9.01      Securitization Transactions; Whole Loan Transfers and Agency Transfers

         The  Purchaser  and the Company  agree that with  respect to some or all of the Mortgage  Loans,  the  Purchaser,  at its sole
option,  may effect  Whole Loan  Transfers,  Agency  Transfer or  Securitization  Transactions,  retaining  the Company as the servicer
thereof or subservicer  if a master  servicer is employed,  or as applicable the  "seller/servicer."  On the  Reconstitution  Date, the
Mortgage Loans  transferred may cease to be covered by this  Agreement;  provided,  however,  that, in the event that any Mortgage Loan
transferred  pursuant to this Section 9.01 is rejected by the transferee,  the Company shall continue to service such rejected Mortgage
Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement.

         The  Company  shall  cooperate  with  the  Purchaser  in  connection  with  each  Whole  Loan  Transfer,  Agency  Transfer  or
Securitization Transaction in accordance with this Section 9.01.  In connection therewith:

         (a)      the Company  shall make all  representations  and  warranties  with respect to the  Mortgage  Loans as of the related
                  Closing  Date and with  respect to the Company  itself as of the  closing  date of each Whole Loan  Transfer,  Agency
                  Transfer or Securitization Transaction;

         (b)      the Company shall  negotiate in good faith and execute any  seller/servicer  agreements  required to  effectuate  the
                  foregoing  provided such  agreements  create no greater  obligation or cost on the part of the Company than otherwise
                  set forth in this Agreement;

         (c)      the Company shall provide as applicable:

                  (i)      any and all  information and appropriate  verification of information  which may be reasonably  available to
                           the Company,  whether  through  letters of its auditors and counsel or  otherwise,  as the  Purchaser  shall
                           request;

(ii)     such additional  representations,  warranties,  covenants,  opinions of counsel,  letters from auditors,  and  certificates of
                           public officials or officers of the Company as are reasonably believed necessary by the trustee,  any Rating
                           Agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers,  Agency Transfers
                           or  Securitization  Transactions.  The  Purchaser  shall  pay all  third  party  costs  associated  with the
                           preparation of such information.  The Company shall execute any  seller/servicer  agreements required within
                           a reasonable period of time after receipt of such seller/servicer  agreements which time shall be sufficient
                           for the Seller and Seller's counsel to review such  seller/servicer  agreements.  Under this Agreement,  the
                           Company shall retain a Servicing Fee for each Mortgage  Loan, at no less than the  applicable  Servicing Fee
                           Rate; and

(iii)    at any time as required by any Rating  Agency,  such  additional  documents  from the related  Retained  Mortgage  File to the
                           Custodian as may be required by such Rating Agency;


(d)      the Company shall with respect to any Mortgage Loans that are subject to a Securitization  Transaction  occurring on or before
                  December 31, 2005,in which the filing of a Sarbanes-Oxley  Certification directly with the Commission is required, by
                  February 28, 2006,  or in  connection  with any  additional  Sarbanes-Oxley  Certification  required to be filed upon
                  thirty (30) days written  request,  an officer of the Company  shall  execute and deliver an Officer's  Certification
                  substantially  in the form  attached  hereto as  Exhibit F, to the entity  filing  the  Sarbanes-Oxley  Certification
                  directly with the  Commission  (such as the  Purchaser,  any master  servicer,  any trustee or any depositor) for the
                  benefit of such entity and such entity's  affiliates  and the officers,  directors and agents of such entity and such
                  entity's  affiliates,  and shall indemnify such entity or persons arising out of any breach of Company's  obligations
                  or representations relating thereto as provided in such Officer's Certification.

         (e)      the Company  shall,  in connection  with any  Securitization  Transaction  occurring on or after January 1, 2006, the
                  Company shall (1) within five (5) Business Days following  request by the Purchaser or any Depositor,  provide to the
                  Purchaser and such Depositor (or, as applicable,  cause each Third-Party Originator and each Subservicer to provide),
                  in writing and in form and substance  reasonably  satisfactory to the Purchaser and such  Depositor,  the information
                  and materials  specified in paragraphs  (i),  (ii),  (iii) and (vii) of this  subsection  (e), and (2) as promptly as
                  practicable  following notice to or discovery by the Company,  provide to the Purchaser and any Depositor (in writing
                  and in form and substance reasonably  satisfactory to the Purchaser and such Depositor) the information  specified in
                  paragraph (iv) of this subsection (e).

                  (i)      if so requested by the Purchaser or any Depositor,  the Company shall provide such information regarding (1)
                           the  Company,  as  originator  of the  Mortgage  Loans  (including  as an acquirer of Mortgage  Loans from a
                           Qualified Correspondent),  or (2) each Third-Party Originator, and (3) as applicable,  each Subservicer,  as
                           is requested for the purpose of compliance with Items  1103(a)(1),  1105,  1110, 1117 and 1119 of Regulation
                           AB. Such information shall include, at a minimum:

                           (A)      the originator's form of organization;

                           (B)      a description of the originator's  origination program and how long the originator has been engaged
                                    in originating  residential  mortgage loans,  which  description  shall include a discussion of the
                                    originator's  experience in  originating  mortgage  loans of a similar type as the Mortgage  Loans;
                                    information  regarding the size and  composition of the  originator's  origination  portfolio;  and
                                    information  that may be material,  in the good faith judgment of the Purchaser,  to an analysis of
                                    the performance of the Mortgage Loans,  including the originators'  credit-granting or underwriting
                                    criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other  information as
                                    the  Purchaser or any  Depositor may  reasonably  request for the purpose of  compliance  with Item
                                    1110(b)(2) of Regulation AB;

                           (C)      a  description  of  any  material  legal  or  governmental  proceedings  pending  (or  known  to be
                                    contemplated) against the Company, each Third-Party Originator and each Subservicer; and

                           (D)      a description of any affiliation or relationship between the Company, each Third-Party  Originator,
                                    each Subservicer and any of the following parties to a Securitization  Transaction, as such parties
                                    are  identified  to the  Company  by the  Purchaser  or any  Depositor  in  writing in advance of a
                                    Securitization Transaction:

                                    (1)     the sponsor;
                                    (2)     the depositor;
                                    (3)     the issuing entity;
                                    (4)     any servicer;
                                    (5)     any trustee;
                                    (6)     any originator;
                                    (7)     any significant obligor;
                                    (8)     any enhancement or support provider; and
                                    (9)     any other material transaction party.

                  (ii)     If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable,  cause each
                           Third-Party  Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar
                           type as the Mortgage Loans, as reasonably  identified by the Purchaser as provided below)  originated by (1)
                           the Company,  if the Company is an originator of Mortgage Loans  (including as an acquirer of Mortgage Loans
                           from a Qualified  Correspondent),  and/or (2) each  Third-Party  Originator.  Such  Static Pool  Information
                           shall be prepared by the Company (or  Third-Party  Originator)  on the basis of its  reasonable,  good faith
                           interpretation  of the  requirements  of Item  1105(a)(1)-(3)  of Regulation AB. To the extent that there is
                           reasonably  available to the Company (or Third-Party  Originator)  Static Pool  Information  with respect to
                           more than one mortgage loan type, the Purchaser or any Depositor  shall be entitled to specify  whether some
                           or all of such  information  shall be provided  pursuant to this paragraph.  The content of such Static Pool
                           Information  may be in the form  customarily  provided by the Company,  and need not be  customized  for the
                           Purchaser  or any  Depositor.  Such Static  Pool  Information  for each  vintage  origination  year or prior
                           securitized  pool, as applicable,  shall be presented in increments no less  frequently  than quarterly over
                           the life of the mortgage  loans  included in the vintage  origination  year or prior  securitized  pool. The
                           most  recent  periodic  increment  must be as of a date no  later  than  135  days  prior to the date of the
                           prospectus  or  other  offering  document  in  which  the  Static  Pool  Information  is to be  included  or
                           incorporated  by  reference.  The Static Pool  Information  shall be provided in an  electronic  format that
                           provides a permanent record of the information  provided,  such as a portable document format (pdf) file, or
                           other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.

                           If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable,  cause each
                           Third-Party  Originator to provide), at the expense of the requesting party (to the extent of any additional
                           incremental  expense  associated with delivery pursuant to this Agreement),  such statements and agreed-upon
                           procedures letters of certified public accountants  reasonably acceptable to the Purchaser or Depositor,  as
                           applicable,  pertaining to Static Pool Information  relating to prior securitized pools for  securitizations
                           closed on or after January 1, 2006 or, in the case of Static Pool  Information with respect to the Company's
                           or Third-Party  Originator's  originations or purchases,  to calendar months commencing  January 1, 2006, as
                           the Purchaser or such Depositor  shall  reasonably  request.  Such statements and letters shall be addressed
                           to and be for the benefit of such parties as the  Purchaser or such  Depositor  shall  designate,  which may
                           include,  by way of example,  any  sponsor,  any  Depositor  and any broker  dealer  acting as  underwriter,
                           placement agent or initial  purchaser with respect to a  Securitization  Transaction.  Any such statement or
                           letter may take the form of a standard,  generally  applicable  document  accompanied  by a reliance  letter
                           authorizing reliance by the addressees designated by the Purchaser or such Depositor.

                  (iii)    If so requested by the Purchaser or any Depositor,  the Company shall provide such information regarding the
                           Company,  as servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer,
                           for purposes of this  paragraph,  a  "Servicer"),  as is requested for the purpose of compliance  with Items
                           1108 of Regulation AB. Such information shall include, at a minimum:

                           (A)      the Servicer's form of organization;

                           (B)      a description of how long the Servicer has been  servicing  residential  mortgage  loans; a general
                                    discussion of the Servicer's  experience in servicing assets of any type as well as a more detailed
                                    discussion of the  Servicer's  experience in, and  procedures  for, the servicing  function it will
                                    perform under this Agreement and any  Reconstitution  Agreements;  information  regarding the size,
                                    composition and growth of the Servicer's  portfolio of residential mortgage loans of a type similar
                                    to the Mortgage Loans and information on factors  related to the Servicer that may be material,  in
                                    the good faith judgment of the Purchaser or any Depositor,  to any analysis of the servicing of the
                                    Mortgage  Loans  or  the  related  asset-backed  securities,  as  applicable,   including,  without
                                    limitation:

                                     (1)    whether any prior  securitizations  of  mortgage  loans of a type  similar to the  Mortgage
                                            Loans  involving the Servicer have defaulted or experienced an early  amortization or other
                                            performance   triggering   event  because  of  servicing   during  the  three-year   period
                                            immediately preceding the related Securitization Transaction;

                                     (2)    the extent of outsourcing the Servicer utilizes;

                                     (3)    whether there has been previous  disclosure of material  noncompliance  with the applicable
                                            servicing  criteria with respect to other  securitizations  of  residential  mortgage loans
                                            involving the Servicer as a servicer  during the three-year  period  immediately  preceding
                                            the related Securitization Transaction;

                                     (4)    whether  the  Servicer  has been  terminated  as servicer in a  residential  mortgage  loan
                                            securitization,  either  due  to a  servicing  default  or to  application  of a  servicing
                                            performance test or trigger; and

                                     (5)    such other  information  as the Purchaser or any Depositor may  reasonably  request for the
                                            purpose of compliance with Item 1108(b)(2) of Regulation AB;

                           (C)      a description  of any material  changes  during the  three-year  period  immediately  preceding the
                                    related  Securitization  Transaction to the Servicer's  policies or procedures  with respect to the
                                    servicing  function it will perform under this  Agreement  and any  Reconstitution  Agreements  for
                                    mortgage loans of a type similar to the Mortgage Loans;

                           (D)      information  regarding the Servicer's financial  condition,  to the extent that there is a material
                                    risk that an adverse  financial event or circumstance  involving the Servicer could have a material
                                    adverse effect on the performance by the Company of its servicing  obligations under this Agreement
                                    or any Reconstitution Agreement;

                           (E)      information  regarding  advances  made by the  Servicer on the  Mortgage  Loans and the  Servicer's
                                    overall servicing  portfolio of residential  mortgage loans for the three-year  period  immediately
                                    preceding  the  related  Securitization  Transaction,  which may be  limited to a  statement  by an
                                    authorized  officer of the Servicer to the effect that the Servicer has made all advances  required
                                    to be made on residential  mortgage loans serviced by it during such period,  or, if such statement
                                    would not be  accurate,  information  regarding  the  percentage  and type of advances  not made as
                                    required, and the reasons for such failure to advance;

                           (F)      a description of the Servicer's  processes and procedures designed to address any special or unique
                                    factors involved in servicing loans of a similar type as the Mortgage Loans;

                           (G)      a description of the Servicer's  processes for handling  delinquencies,  losses,  bankruptcies  and
                                    recoveries,  such as through liquidation of mortgaged properties,  sale of defaulted mortgage loans
                                    or workouts; and

                           (H)      information as to how the Servicer defines or determines  delinquencies and charge-offs,  including
                                    the effect of any grace period,  re-aging,  restructuring,  partial payments  considered current or
                                    other practices with respect to delinquency and loss experience.

                  (iv)     If so requested by the Purchaser or any Depositor  for the purpose of  satisfying  its reporting  obligation
                           under the Exchange Act with respect to any class of  asset-backed  securities,  the Company  shall (or shall
                           cause each Subservicer and Third-Party  Originator to) (1) notify the Purchaser and any Depositor in writing
                           of (A) any material litigation or governmental  proceedings pending against the Company,  any Subservicer or
                           any Third-Party  Originator and (B) any  affiliations or  relationships  that develop  following the closing
                           date of a Securitization  Transaction between the Company, any Subservicer or any Third-Party Originator and
                           any of the parties specified in Section  9.01(e)(i)(D)  (and any other parties  identified in writing by the
                           requesting party) with respect to such Securitization Transaction,  and (2) provide to the Purchaser and any
                           Depositor a description of such proceedings, affiliations or relationships.

                  (v)      As a condition to the succession to the Company or any  Subservicer  as servicer or  Subservicer  under this
                           Agreement or any  Reconstitution  Agreement by any Person (i) into which the Company or such Subservicer may
                           be merged or consolidated,  or (ii) which may be appointed as a successor to the Company or any Subservicer,
                           the Company  shall  provide to the  Purchaser  and any  Depositor,  at least 15  calendar  days prior to the
                           effective date of such succession or  appointment,  (x) written notice to the Purchaser and any Depositor of
                           such succession or appointment and (y) in writing and in form and substance  reasonably  satisfactory to the
                           Purchaser and such  Depositor,  all  information  reasonably  requested by the Purchaser or any Depositor in
                           order to comply  with is  reporting  obligation  under  Item 6.02 of Form 8-K with  respect  to any class of
                           asset-backed securities.

                  (vi)     (A)      The  Company  shall  represent  to the  Purchaser,  as of the  date on which  information  is first
                                    provided to the Purchaser  under this Section  9.01(e) that,  except as disclosed in writing to the
                                    Purchaser  prior to such date:  (1) the Company is not aware and has not  received  notice that any
                                    default,  early  amortization or other  performance  triggering  event has occurred as to any other
                                    securitization  due to any act or  failure  to act of the  Company;  (2) the  Company  has not been
                                    terminated as servicer in a residential  mortgage  loan  securitization,  either due to a servicing
                                    default  or  to  application  of  a  servicing   performance  test  or  trigger;  (3)  no  material
                                    noncompliance  with the  applicable  servicing  criteria with respect to other  securitizations  of
                                    residential  mortgage loans involving the Company as servicer has been disclosed or reported by the
                                    Company;  (4) no material  changes to the  Company's  policies or  procedures  with  respect to the
                                    servicing  function it will perform  under this  Agreement  and any  Reconstitution  Agreement  for
                                    mortgage loans of a type similar to the Mortgage Loans have occurred  during the three-year  period
                                    immediately  preceding  the  related  Securitization  Transaction;  (5) there are no aspects of the
                                    Company's  financial  condition that could have a material adverse effect on the performance by the
                                    Company of its servicing  obligations  under this Agreement or any  Reconstitution  Agreement;  (6)
                                    there are no material  legal or  governmental  proceedings  pending  (or known to be  contemplated)
                                    against  the  Company,  any  Subservicer  or any  Third-Party  Originator;  and  (7)  there  are no
                                    affiliations,  relationships  or  transactions  relating to the  Company,  any  Subservicer  or any
                                    Third-Party  Originator  with  respect  to any  Securitization  Transaction  and any party  thereto
                                    identified by the related Depositor of a type described in Item 1119 of Regulation AB.

                           (B)      If so  requested by the  Purchaser on any date  following  the date on which  information  is first
                                    provided to the Purchaser under this Section 9.01(e),  the Company shall,  within five (5) Business
                                    Days following such request,  confirm in writing the accuracy of the representations and warranties
                                    set forth in sub clause (A) above or, if any such  representation  and  warranty is not accurate as
                                    of the date of such request,  provide  reasonably  adequate  disclosure of the pertinent  facts, in
                                    writing, to the requesting party.

                  (vii)    In addition to such  information  as the  Company,  as servicer,  is obligated to provide  pursuant to other
                           provisions of this Agreement,  if so requested by the Purchaser or any Depositor,  the Company shall provide
                           such information  reasonably  available to the Company regarding the performance of the Mortgage Loans as is
                           reasonably  required to facilitate  preparation  of  distribution  reports in  accordance  with Item 1121 of
                           Regulation AB.

         (f)      the Company  shall  indemnify the  Purchaser,  each  affiliate of the  Purchaser,  and each of the following  parties
                  participating  in a  Securitization  Transaction;  each sponsor and issuing entity;  each Person  responsible for the
                  preparation,  execution  or filing of any  report  required  to be filed  with the  Commission  with  respect to such
                  Securitization  Transaction,  or for execution of a certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
                  the  Exchange  Act with  respect to such  Securitization  Transaction;  each  broker  dealer  acting as  underwriter,
                  placement  agent or initial  purchaser,  each Person who controls any of such  parties or the  Depositor  (within the
                  meaning of Section 15 of the  Securities  Act and Section 20 of the Exchange  Act);  and the  respective  present and
                  former directors,  officers,  employees and agents of each of the foregoing and of the Depositor, and shall hold each
                  of them harmless from and against any losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and
                  related  costs,  judgments,  and any other costs,  fees and expenses  that any of them may sustain  arising out of or
                  based upon:

                  (i)      (A)      any untrue  statement of a material fact  contained or alleged to be contained in any  information,
                           report,  certification,  accountants' letter or other material provided under Sections 9.01(c) and (e) by or
                           on behalf of the Company,  or provided  under Sections  9.01(c) and (e) by or on behalf of any  Subservicer,
                           Subcontractor or Third-Party Originator  (collectively,  the "Company Information"),  or (B) the omission or
                           alleged  omission to state in the Company  Information  a material fact required to be stated in the Company
                           Information or necessary in order to make the statements  therein,  in the light of the circumstances  under
                           which they were made, not misleading;  provided, by way of clarification,  that clause (B) of this paragraph
                           shall be  construed  solely  by  reference  to the  Company  Information  and not to any  other  information
                           communicated  in connection  with a sale or purchase of  securities,  without  regard to whether the Company
                           Information or any portion thereof is presented together with or separately from such other information;

(ii)     any failure by the Company,  any  Subservicer,  any  Subcontractor  or any Third-Party  Originator to deliver any information,
                           report,  certification,  accountants'  letter or other material when and as required under Sections  9.01(c)
                           and (e), including any failure by the Company to identify any Subcontractor  "participating in the servicing
                           function" within the meaning of Item 1122 of Regulation AB; or

(iii)    any breach by the  Company of a  representation  or warranty  set forth in Section  9.01(e)(iv)(A)  or in a writing  furnished
                           pursuant  to  Section  9.01(e)(iv)(B)  and  made as of a date  prior  to the  closing  date  of the  related
                           Securitization  Transaction, to the extent that such breach is not cured by such closing date, or any breach
                           by the Company of a representation or warranty in a writing furnished pursuant to Section  9.01(e)(iv)(B) to
                           the extent made as of a date subsequent to such closing date.

                  In the case of any failure of performance  described in sub-clause  (ii) of this Section  9.01(f),  the Company shall
                  promptly  reimburse the Purchaser,  any Depositor,  as applicable,  and each Person  responsible for the preparation,
                  execution  or filing of any report  required  to be filed with the  Commission  with  respect to such  Securitization
                  Transaction,  or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act
                  with respect to such  Securitization  Transaction,  for all costs reasonably  incurred by each such party in order to
                  obtain the information,  report,  certification,  accountants'  letter or other material not delivered as required by
                  the Company, any Subservicer, any Subcontractor or any Third-Party Originator.

         (g)      the Purchaser and each Person who controls the Purchaser shall indemnify the Company,  each affiliate of the Company,
                  each Person who controls any of such parties or the Company  (within the meaning of Section 15 of the  Securities Act
                  and Section 20 of the Exchange Act) and the respective present and former directors,  officers,  employees and agents
                  of each of the  foregoing  and of the  Company,  and shall hold each of them  harmless  from and  against any losses,
                  damages,  penalties,  fines, forfeitures,  legal fees and expenses and related costs, judgments, and any other costs,
                  fees and expenses that any of them may sustain arising out of or based upon:

                  (i)      (A)      any untrue  statement  of a material  fact  contained  or alleged to be  contained  in any offering
                           materials related to a Securitization Transaction,  including without limitation the registration statement,
                           prospectus,   prospectus  supplement,   any  private  placement  memorandum,   any  offering  circular,  any
                           computational  materials,   and  any  amendments  or  supplements  to  the  foregoing   (collectively,   the
                           "Securitization  Materials")  or (B) the  omission  or  alleged  omission  to  state  in the  Securitization
                           Materials a material  fact  required to be stated in the  Securitization  Materials or necessary in order to
                           make the statements  therein,  in the light of the circumstances under which they were made, not misleading,
                           but only to the extent  that such  untrue  statement  or alleged  untrue  statement  or  omission or alleged
                           omission is other than a statement or omission  arising out of,  resulting  from,  or based upon the Company
                           Information.

         The Purchaser and the Company  acknowledge  and agree that the purpose of Section  9.01(e) is to facilitate  compliance by the
Purchaser and any Depositor  with the  provisions of Regulation AB and related rules and  regulations  of the  Commission.  Neither the
Purchaser nor any Depositor shall exercise its right to request  delivery of information or other  performance  under these  provisions
other than in good  faith,  or for  purposes  other  than  compliance  with the  Securities  Act,  the  Exchange  Act and the rules and
regulations of the Commission  thereunder.  The Company  acknowledges  that  interpretations  of the  requirements of Regulation AB may
change over time,  whether due to interpretive  guidance provided by the Commission or its staff,  consensus among  participants in the
asset-backed  securities  markets,  advice of counsel,  or  otherwise,  and agrees to comply with requests made by the Purchaser or any
Depositor in good faith for delivery of  information  under these  provisions  on the basis of evolving  interpretations  of Regulation
AB. In  connection  with any  Securitization  Transaction,  the Company  shall  cooperate  fully with the  Purchaser  to deliver to the
Purchaser (including any of its assignees or designees) and any Depositor,  any and all statements,  reports,  certifications,  records
and any other information  necessary in the good faith  determination of the Purchaser or any Depositor to permit the Purchaser or such
Depositor to comply with the provisions of Regulation AB,  together with such  disclosures  relating to the Company,  any  Subservicer,
any Third-Party  Originator and the Mortgage Loans,  or the servicing of the Mortgage  Loans,  reasonably  believed by the Purchaser or
any Depositor to be necessary in order to effect such compliance.

         In the event the Purchaser  has elected to have the Company hold record title to the  Mortgages,  prior to the  Reconstitution
Date the Company  shall  prepare an  Assignment  of Mortgage in blank or to the trustee from the Company  acceptable to the trustee for
each Mortgage Loan that is part of the Whole Loan Transfers,  Agency  Transfer or  Securitization  Transactions.  The Company shall pay
all preparation and recording costs  associated with the initial  Assignment of Mortgage.  The Company shall execute each Assignment of
Mortgage,  track such  Assignments  of Mortgage to ensure they have been  recorded and deliver them as required by the trustee upon the
Company's  receipt  thereof.  Additionally,  the Company  shall  prepare and  execute,  at the  direction  of the  Purchaser,  any note
endorsements  in connection  with any and all  seller/servicer  agreements.  If required at any time by a Rating  Agency,  Purchaser or
successor purchaser in connection with any Whole Loan Transfer,  Agency Sale or Securitization  Transaction,  the Company shall deliver
such additional  documents from its Retained  Mortgage File within thirty (30) Business Days to the Custodian,  successor  purchaser or
other designee of the Purchaser as said Rating Agency, Purchaser or successor purchaser may require.

         All  Mortgage  Loans  (i) not sold or  transferred  pursuant  to Whole  Loan  Transfers,  Agency  Transfer  or  Securitization
Transactions  or (ii) that are subject to a  Securitization  for which the related  trust is  terminated  for any reason,  shall remain
subject to this  Agreement and shall continue to be serviced in accordance  with the terms of this  Agreement and with respect  thereto
this Agreement shall remain in full force and effect.

                                                               ARTICLE X

                                                                DEFAULT


Section 10.01     Events of Default.

         Each of the following shall constitute an Event of Default on the part of the Company:

         (i)      any  failure  by the  Company  to remit to the  Purchaser  any  payment  required  to be made under the terms of this
                  Agreement  which  continues  unremedied for a period of two Business Days after the date upon which written notice of
                  such failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or

         (ii)     failure by the Company duly to observe or perform in any material  respect any other of the  covenants or  agreements
                  on the part of the Company set forth in this Agreement or in the Custodial  Agreement which continues  unremedied for
                  a period of 90 days after the date on which written notice of such failure,  requiring the same to be remedied, shall
                  have been given to the Company by the Purchaser or by the Custodian; or

         (iii)    failure by the Company to maintain its license to do business in any  jurisdiction  where the  Mortgaged  Property is
                  located if such license is required; or

         (iv)     a decree or order of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
                  conservator or receiver or liquidator in any insolvency,  readjustment of debt, including  bankruptcy,  marshaling of
                  assets and liabilities or similar proceedings,  or for the winding-up or liquidation of its affairs,  shall have been
                  entered  against the Company and such degree or order shall have  remained in force  undischarged  or unstayed  for a
                  period of 60 days; or

         (v)      the  Company  shall  consent to the  appointment  of a  conservator  or  receiver or  liquidator  in any  insolvency,
                  readjustment of debt,  marshaling of assets and  liabilities or similar  proceedings of or relating to the Company or
                  of or relating to all or substantially all of its property; or

         (vi)     the Company  shall admit in writing its  inability to pay its debts  generally as they become due, file a petition to
                  take  advantage of any  applicable  insolvency,  bankruptcy or  reorganization  statute,  make an assignment  for the
                  benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations; or

         (vii)    the Company ceases to meet the qualifications of a Fannie Mae/Freddie Mac servicer; or

         (viii)   the Company  attempts to assign its right to  servicing  compensation  hereunder  or to assign this  Agreement or the
                  servicing  responsibilities  hereunder  or to delegate its duties  hereunder  or any portion  thereof in violation of
                  Section 8.04.

         In each and every such case, so long as an Event of Default shall not have been remedied,  in addition to whatever  rights the
Purchaser may have at law or equity to damages,  including  injunctive  relief and specific  performance,  the Purchaser,  by notice in
writing to the Company,  may terminate all the rights and  obligations  of the Company under this  Agreement and in and to the Mortgage
Loans and the proceeds thereof.

         Upon receipt by the Company of such written  notice,  all  authority and power of the Company  under this  Agreement,  whether
with respect to the Mortgage  Loans or otherwise,  shall pass to and be vested in the successor  appointed  pursuant to Section  12.01.
Upon written  request from any Purchaser,  the Company shall  prepare,  execute and deliver to the successor  entity  designated by the
Purchaser any and all documents and other  instruments,  place in such  successor's  possession all Servicing Files, and do or cause to
be done all other acts or things  necessary or  appropriate  to effect the purposes of such notice of  termination,  including  but not
limited to the transfer and  endorsement  or assignment of the Mortgage  Loans and related  documents,  at the Company's  sole expense.
The Company shall  cooperate with the Purchaser and such successor in effecting the termination of the Company's  responsibilities  and
rights  hereunder,  including  without  limitation,  the transfer to such successor for  administration by it of all cash amounts which
shall at the time be credited by the Company to the Custodial  Account,  Subsidy Account or Escrow Account or thereafter  received with
respect to the Mortgage Loans.

Section 10.02     Waiver of Defaults.

         By a written notice,  the Purchaser may waive any default by the Company in the  performance of its obligations  hereunder and
its  consequences.  Upon any waiver of a past default,  such default shall cease to exist,  and any Event of Default arising  therefrom
shall be deemed to have been  remedied for every  purpose of this  Agreement.  No such waiver shall extend to any  subsequent  or other
default or impair any right consequent thereon except to the extent expressly so waived.

                                                              ARTICLE XI

                                                              TERMINATION


Section 11.01     Termination.

         This Agreement  shall  terminate  upon either:  (i) the later of the final payment or other  liquidation  (or any advance with
respect  thereto) of the last  Mortgage  Loan or the  disposition  of any REO Property  with respect to the last  Mortgage Loan and the
remittance of all funds due hereunder; or (ii) mutual consent of the Company and the Purchaser in writing.

Section 11.02     Termination Without Cause.

         The Purchaser  may  terminate,  at its sole option,  any rights the Company may have  hereunder,  without cause as provided in
this Section  11.02.  Any such notice of  termination  shall be in writing and delivered to the Company by registered  mail as provided
in Section 12.05.

         The Company shall be entitled to receive,  as such liquidated  damages,  upon the transfer of the servicing  rights, an amount
equal to:  (i) 2.75% of the  aggregate  outstanding  principal  amount of the  Mortgage  Loans as of the  termination  date paid by the
Purchaser  to the Company  with respect to all of the  Mortgage  Loans for which a servicing  fee rate of .25% is paid per annum,  (ii)
3.25% of the aggregate  outstanding  principal  amount of the Mortgage  Loans as of the  termination  date paid by the Purchaser to the
Company  with respect to all of the Mortgage  Loans for which a servicing  fee rate of .375% is paid per annum,  and (iii) 3.75% of the
aggregate  outstanding  principal  amount of the Mortgage  Loans as of the  termination  date paid by the Purchaser to the Company with
respect to all of the Mortgage Loans for which a servicing fee rate of .44% or greater is paid per annum.

                                                              ARTICLE XII

                                                       MISCELLANEOUS PROVISIONS


Section 12.01     Successor to Company.

         Prior to  termination of the Company's  responsibilities  and duties under this  Agreement  pursuant to Sections 8.04,  10.01,
11.01  (ii) or 11.02 the  Purchaser  shall,  (i)  succeed  to and  assume all of the  Company's  responsibilities,  rights,  duties and
obligations  under this Agreement,  or (ii) appoint a successor  having the  characteristics  set forth in Section 8.02 and which shall
succeed to all rights and assume all of the  responsibilities,  duties and liabilities of the Company under this Agreement prior to the
termination of Company's  responsibilities,  duties and  liabilities  under this  Agreement.  In connection  with such  appointment and
assumption,  the Purchaser may make such  arrangements  for the  compensation of such successor out of payments on Mortgage Loans as it
and such successor shall agree. In the event that the Company's  duties,  responsibilities  and liabilities under this Agreement should
be terminated pursuant to the aforementioned  sections, the Company shall discharge such duties and responsibilities  during the period
from the date it acquires  knowledge of such  termination  until the  effective  date  thereof  with the same degree of  diligence  and
prudence which it is obligated to exercise under this  Agreement,  and shall take no action  whatsoever  that might impair or prejudice
the rights or  financial  condition  of its  successor.  The  resignation  or removal of the  Company  pursuant  to the  aforementioned
sections shall not become  effective until a successor shall be appointed  pursuant to this Section 12.01 and shall in no event relieve
the Company of the  representations  and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser
under Section 3.03, it being  understood and agreed that the provisions of such Sections 3.01,  3.02, 3.03 and 8.01 shall be applicable
to the Company  notwithstanding  any such sale,  assignment,  resignation  or termination  of the Company,  or the  termination of this
Agreement.

         Any  successor  appointed as provided  herein shall  execute,  acknowledge  and deliver to the Company and to the Purchaser an
instrument  accepting such appointment,  wherein the successor shall make the representations and warranties set forth in Section 3.01,
except for  subsection  (h) with  respect  to the sale of the  Mortgage  Loans and  subsections  (i) and (k)  thereof,  whereupon  such
successor  shall become  fully  vested with all the rights,  powers,  duties,  responsibilities,  obligations  and  liabilities  of the
Company,  with like effect as if originally  named as a party to this  Agreement.  Any  termination  or  resignation  of the Company or
termination of this Agreement  pursuant to Section 8.04, 10.01,  11.01 or 11.02 shall not affect any claims that any Purchaser may have
against the Company arising out of the Company's actions or failure to act prior to any such termination or resignation.

         The Company shall deliver promptly to the successor  servicer the funds in the Custodial  Account,  Subsidy Account and Escrow
Account and all Servicing  Files and related  documents and statements held by it hereunder and the Company shall account for all funds
and shall execute and deliver such  instruments  and do such other things as may reasonably be required to more fully and  definitively
vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.

         Upon a successor's  acceptance of appointment  as such, the Company shall notify by mail the Purchaser of such  appointment in
accordance with the procedures set forth in Section 12.05.

Section 12.02     Amendment.

         This Agreement may be amended from time to time by written agreement signed by the Company and the Purchaser.

Section 12.03     Governing Law.

         This  Agreement  shall be  construed  in  accordance  with the laws of the State of New York and the  obligations,  rights and
remedies of the parties hereunder shall be determined in accordance with such laws.

         Each of the Company and the Purchaser hereby knowingly,  voluntarily and  intentionally  waives any and all rights it may have
to a trial by jury in respect or any litigation  based on, or arising out of, under,  or in connection  with,  this  Agreement,  or any
other documents and instruments  executed in connection  herewith,  or any course of conduct,  course of dealing,  statements  (whether
oral or written),  or actions of the Company or the  Purchaser.  This  provision is a material  inducement  for the  Purchaser to enter
into this Agreement.

Section 12.04     Duration of Agreement.

         This  Agreement  shall continue in existence and effect until  terminated as herein  provided.  This Agreement  shall continue
notwithstanding transfers of the Mortgage Loans by the Purchaser.

Section 12.05     Notices.

         All  demands,  notices  and  communications  hereunder  shall be in  writing  and shall be  deemed to have been duly  given if
personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:

         (i)      if to the Company with respect to servicing and investor reporting issues:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa  50328-0001
                  Attention:  John B. Brown, MAC X2401-042

                  If to the Company with respect to all other issues:

                  Wells Fargo Bank, N.A.
                  7430 New Technology Way
                  Frederick, MD  21703
                  Attention:  Structured Finance Manager, MAC X3906-012

                  In each instance with a copy to:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa  50328-0001
                  Attention:  General Counsel, MAC X2401-06T

                  or such other address as may hereafter be furnished to the Purchaser in writing         by the Company;

         (ii)     if to Purchaser:

                  EMC Mortgage Corporation
                  Mac Arthur Ridge II
                  909 Hidden Ridge Dr., Suite 200
                  Irving, TX  75038
                  Attention:  Ralene Ruyle

         With a copy to:

                  Bear Stearns Mortgage Capital Corp.
                  383 Madison Avenue
                  New York, NY  10179
                  Attention:  Baron Silverstein

Section 12.06     Severability of Provisions.

         If any one or more of the covenants,  agreements,  provisions or terms of this Agreement  shall be held invalid for any reason
whatsoever, then such covenants,  agreements,  provisions or terms shall be deemed severable from the remaining covenants,  agreements,
provisions  or terms of this  Agreement  and shall in no way affect the  validity or  enforceability  of the other  provisions  of this
Agreement.

Section 12.07     Relationship of Parties.

         Nothing  herein  contained  shall be deemed or construed to create a partnership  or joint venture  between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for the Purchaser.

Section 12.08     Execution; Successors and Assigns.

         This  Agreement may be executed in one or more  counterparts  and by the different  parties  hereto on separate  counterparts,
each of which, when so executed,  shall be deemed to be an original;  such  counterparts,  together,  shall constitute one and the same
agreement.  Subject to Section  8.04,  this  Agreement  shall inure to the benefit of and be binding upon the Company and the Purchaser
and their respective successors and assigns.

Section 12.09     Recordation of Assignments of Mortgage.

         To the extent  permitted by applicable  law, each of the  Assignments of Mortgage is subject to recordation in all appropriate
public offices for real property  records in all the counties or other  comparable  jurisdictions  in which any or all of the Mortgaged
Properties are situated,  and in any other  appropriate  public recording  office or elsewhere,  such recordation to be effected at the
Company's expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole option.

Section 12.10     Assignment by Purchaser.

         The  Purchaser  shall have the right,  without the  consent of the Company but subject to the limit set forth in Section  2.02
hereof,  to assign,  in whole or in part,  its interest under this  Agreement  with respect to some or all of the Mortgage  Loans,  and
designate  any person to exercise any rights of the  Purchaser  hereunder,  by  executing an  Assignment,  Assumption  and  Recognition
Agreement  substantially  in the form  attached as Exhibit G and the assignee or designee  shall  accede to the rights and  obligations
hereunder of the Purchaser with respect to such Mortgage  Loans.  All references to the Purchaser in this Agreement  shall be deemed to
include its assignee or designee.

Section 12.11  Solicitation of Mortgagor.

         Neither party shall, after the related Closing Date, take any action to solicit the refinancing of any Mortgage Loan.  It is
understood and agreed that neither (i) promotions undertaken by either party or any affiliate of either party which are directed to
the general public at large, including, without limitation, mass mailings based upon commercially acquired mailing lists, newspaper,
radio, television advertisements nor (ii) serving the refinancing needs of a Mortgagor who, without solicitation, contacts either
party in connection with the refinance of such Mortgage or Mortgage Loan, shall constitute solicitation under this Section.




                                           [Intentionally Blank - Next Page Signature Page]




         IN WITNESS  WHEREOF,  the Company and the Purchaser have caused their names to be signed hereto by their  respective  officers
thereunto duly authorized as of the day and year first above written.


EMC MORTGAGE CORPORATION                                      WELLS FARGO BANK, N.A.
Purchaser                                                     Company

By:_____________________________________________              By:__________________________________________________

Name:___________________________________________              Name:________________________________________________

Title:__________________________________________              Title:_______________________________________________




STATE OF                   )
                           )       ss:
COUNTY OF ___________      )

         On the _____ day of _______________, 20___ before me, a Notary Public in and for said State, personally appeared
, known to me to be                                   of Wells Fargo Bank,  N.A., the national  banking  association  that executed the
within  instrument and also known to me to be the person who executed it on behalf of said bank, and  acknowledged to me that such bank
executed the within instrument.

         IN WITNESS  WHEREOF,  I have  hereunto  set my hand  affixed my office seal the day and year in this  certificate  first above
written.


                                                              _____________________________________________
                                                              Notary Public

                                                              My Commission expires________________________




STATE OF                            )
                                    )       ss:
COUNTY OF                           )

         On the  _____  day of  _______________,  20___  before  me,  a  Notary  Public  in and for  said  State,  personally  appeared
_____________________________________,  known  to me  to  be  the  ______________________________  of  EMC  Mortgage  Corporation,  the
corporation  that executed the within  instrument and also known to me to be the person who executed it on behalf of said  corporation,
and acknowledged to me that such corporation executed the within instrument.

         IN WITNESS  WHEREOF,  I have  hereunto  set my hand  affixed my office seal the day and year in this  certificate  first above
written.



                                                              _____________________________________________
                                                              Notary Public

                                                              My Commission expires________________________




                                                      EXHIBIT A


                                              FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT

                  On this _____ day of  __________,  20___,  Wells Fargo Bank,  N.A.  (the  "Seller")  as the Seller under that certain
Amended and Restated  Master  Mortgage Loan Purchase  Agreement,  ("Purchase  Agreement") and as the Company under that certain Amended
and Restated Master Seller's  Warranties and Servicing Agreement (the "Servicing  Agreement") each dated as of _______________,  20___,
(collectively,  the "Agreements") does hereby sell, transfer,  assign, set over and convey to EMC Mortgage Corporation as the Purchaser
(the "Purchaser") under the Purchase Agreement,  and Purchaser hereby accepts from Seller,  without recourse,  but subject to the terms
of the  Agreements,  all right,  title and interest of, in and to the Mortgage  Loans  listed on the Mortgage  Loan  Schedule  attached
hereto as Exhibit A, together with the Custodial  Mortgage  Files and Retained  Mortgage Files and all rights and  obligations  arising
under the  documents  contained  therein.  Pursuant  to Section  2.03 of the  Servicing  Agreement,  the Seller  has  delivered  to the
Custodian the documents for each Mortgage Loan to be purchased.  The Servicing  Files  retained by the Seller  pursuant to Section 2.01
of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser.

                  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements.


EMC Mortgage Corporation                                      Wells Fargo Bank, N.A.
Purchaser                                                     Company

By:_____________________________________                      By:_________________________________________

Name:___________________________________                      Name:_______________________________________

Title:__________________________________                      Title:______________________________________




                                                               EXHIBIT B


                                                         CUSTODIAL AGREEMENT



                                                               EXHIBIT C


                                               CONTENTS OF EACH RETAINED MORTGAGE FILE,
                                              SERVICING FILE AND CUSTODIAL MORTGAGE FILE

         With  respect to each  Mortgage  Loan,  the Retained  Mortgage  File and  Custodial  Mortgage  File shall  include each of the
following items,  which shall be available for inspection by the Purchaser and any prospective  Purchaser,  and which shall be retained
by the Company in the Retained  Mortgage  File or Servicing  File or delivered to the  Custodian  pursuant to Sections 2.01 and 2.03 of
the Seller's Warranties and the Servicing Agreement to which this Exhibit is attached (the "Agreement"):

         1.       The  original  Mortgage  Note  bearing  all  intervening  endorsements,   endorsed  "Pay  to  the  order  of  without
                  recourse"  and signed in the name of the Company by an  authorized  officer (in the event that the Mortgage  Loan was
                  acquired by the Company in a merger,  the signature must be in the following  form:  "[Company],  successor by merger
                  to [name of  predecessor]";  and in the event that the Mortgage  Loan was acquired or originated by the Company while
                  doing  business  under  another name,  the signature  must be in the  following  form:  "[Company],  formerly know as
                  [previous name]").

         2.       The original of any guarantee executed in connection with the Mortgage Note (if any).

         3.       The original  Mortgage,  with evidence of recording thereon or a certified true and correct copy of the Mortgage sent
                  for  recordation.  If in connection  with any Mortgage  Loan, the Company cannot deliver or cause to be delivered the
                  original  Mortgage  with  evidence of  recording  thereon on or prior to the related  Closing Date because of a delay
                  caused by the public  recording  office  where such  Mortgage  has been  delivered  for  recordation  or because such
                  Mortgage has been lost or because such public recording office retains the original  recorded  Mortgage,  the Company
                  shall deliver or cause to be delivered to the Custodian, a photocopy of such Mortgage,  together with (i) in the case
                  of a delay caused by the public recording office, an Officer's  Certificate of the Company stating that such Mortgage
                  has been  dispatched to the  appropriate  public  recording  office for  recordation  and that the original  recorded
                  Mortgage or a copy of such Mortgage  certified by such public  recording office to be a true and complete copy of the
                  original recorded Mortgage will be promptly  delivered to the Custodian upon receipt thereof by the Company;  or (ii)
                  in the case of a Mortgage  where a public  recording  office  retains the original  recorded  Mortgage or in the case
                  where a Mortgage is lost after  recordation in a public recording  office, a copy of such Mortgage  certified by such
                  public  recording  office or by the title  insurance  company  that issued the title policy to be a true and complete
                  copy of the original recorded Mortgage.

                  Further,  with respect to MERS Mortgage Loans,  (a) the Mortgage names MERS as the Mortgagee and (b) the requirements
                  set forth in the Electronic Tracking Agreement have been satisfied,  with a conformed recorded copy to follow as soon
                  as the same is received by the Company.

         4.       the  originals or  certified  true copies of any  document  sent for  recordation  of all  assumption,  modification,
                  consolidation or extension agreements, with evidence of recording thereon.

         5.       The original  Assignment of Mortgage for each Mortgage Loan, in form and substance  acceptable for recording  (except
                  for the insertion of the name of the assignee and  recording  information).  The  Assignment of Mortgage must be duly
                  recorded only if recordation is either necessary under applicable law or commonly  required by private  institutional
                  mortgage  investors in the area where the Mortgaged  Property is located or on direction of the Purchaser as provided
                  in the Custodial  Agreement.  If the Assignment of Mortgage is to be recorded,  the Mortgage shall be assigned to the
                  Purchaser.  If the  Assignment of Mortgage is not to be recorded,  the  Assignment of Mortgage  shall be delivered in
                  blank.  If the Mortgage  Loan was acquired by the Company in a merger,  the  Assignment  of Mortgage  must be made by
                  "[Company],  successor by merger to [name of  predecessor]."  If the Mortgage  Loan was acquired or originated by the
                  Company while doing business  under another name, the Assignment of Mortgage must be by "[Company],  formerly know as
                  [previous name]."

         6.       Originals or certified true copies of documents sent for recordation of all  intervening  assignments of the Mortgage
                  with evidence of recording thereon,  or if any such intervening  assignment has not been returned from the applicable
                  recording  office or has been lost or if such public recording  office retains the original  recorded  assignments of
                  mortgage,  the Company  shall  deliver or cause to be delivered  to the  Custodian,  a photocopy of such  intervening
                  assignment,  together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate
                  of the Company stating that such  intervening  assignment of mortgage has been  dispatched to the appropriate  public
                  recording  office for recordation  and that such original  recorded  intervening  assignment of mortgage or a copy of
                  such  intervening  assignment  of mortgage  certified  by the  appropriate  public  recording  office or by the title
                  insurance  company that issued the title policy to be a true and complete copy of the original  recorded  intervening
                  assignment of mortgage will be promptly  delivered to the Custodian upon receipt  thereof by the Company;  or (ii) in
                  the case of an intervening  assignment  where a public  recording  office retains the original  recorded  intervening
                  assignment or in the case where an intervening  assignment is lost after  recordation in a public recording office, a
                  copy of such intervening  assignment  certified by such public recording office to be a true and complete copy of the
                  original recorded intervening assignment.

         7.       The electronic form of PMI Policy as identified by certificate number.

         8.       The original  mortgagee  policy of title insurance or other evidence of title such as a copy of the title  commitment
                  or copy of the preliminary title commitment.

         9.       Any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

         10.      Original power of attorney, if applicable.

         11.      For each Cooperative Loan, the original or a seller certified true copy of the following:

                           The original Pledge Agreement entered into by the Mortgagor with respect to such Cooperative Loan;

                           UCC-3 assignment in blank (or equivalent instrument), sufficient under the laws of the jurisdiction where
                           the related Cooperative Apartment is located to reflect of record the sale and assignment of the
                           Cooperative Loan to the Purchaser;

                           Original assignment of Pledge Agreement in blank showing a complete chain of assignment from the originator
                           of the related Cooperative Loan to the Company;

                           Original Form UCC-1 and any continuation statements with evidence of filing thereon with respect to such
                           Cooperative Loan;

                           Cooperative Shares with a Stock Certificate in blank attached;

                           Original Proprietary Lease;

                           Original Assignment of Proprietary Lease, in blank, and all intervening assignments thereof;

                           Original recognition agreement of the interests of the mortgagee with respect to the Cooperative Loan by
                           the Cooperative, the stock of which was pledged by the related Mortgagor to the originator of such
                           Cooperative Loan; and

                           Originals  of any  assumption,  consolidation  or  modification  agreements  relating  to  any of the  items
                           specified above.

With respect to each Mortgage  Loan,  the Servicing  File shall include each of the following  items to the extent in the possession of
the Company or in the possession of the Company's agent(s):

         12.      The original  hazard  insurance  policy and, if required by law, flood insurance  policy,  in accordance with Section
                  4.10 of the Agreement.

         13.      Residential loan application.

         14.      Mortgage Loan closing statement.

         15.      Verification of employment and income,  unless originated under the Company's Limited Documentation  program,  Fannie
                  Mae Timesaver Plus.

         16.      Verification of acceptable evidence of source and amount of down payment.

         17.      Credit report on the Mortgagor.

         18.      Residential appraisal report.

         19.      Photograph of the Mortgaged Property.

         20.      Survey of the Mortgage property, if required by the title company or applicable law.

         21.      Copy of each instrument necessary to complete  identification of any exception set forth in the exception schedule in
                  the title policy, i.e. map or plat, restrictions, easements, sewer agreements, home association declarations, etc.

         22.      All required disclosure statements.

         23.      If available, termite report, structural engineer's report, water potability and septic certification.

         24.      Sales contract, if applicable.

         25.      Evidence of payment of taxes and insurance premiums,  insurance claim files,  correspondence,  current and historical
                  computerized data files, and all other processing,  underwriting and closing papers and records which are customarily
                  contained in a mortgage  loan file and which are  required to document  the Mortgage  Loan or to service the Mortgage
                  Loan.

         26.      Amortization schedule, if available.

         27.      Payment history for any Mortgage Loan that has been closed for more than 90 days.


         In the event an Officer's  Certificate  of the Company is delivered to the  Custodian  because of a delay caused by the public
recording  office in returning  any recorded  document,  the Company  shall  deliver to the  Custodian,  within 240 days of the related
Closing Date, an Officer's  Certificate which shall (i) identify the recorded  document,  (ii) state that the recorded document has not
been delivered to the Custodian due solely to a delay caused by the public recording  office,  (iii) state the amount of time generally
required by the applicable  recording office to record and return a document  submitted for recordation,  and (iv) specify the date the
applicable  recorded  document  will be delivered  to the  Custodian.  The Company  shall be required to deliver to the  Custodian  the
applicable  recorded  document by the date  specified in (iv) above.  An extension of the date specified in (iv) above may be requested
from the Purchaser, which consent shall not be unreasonably withheld.




                                                               EXHIBIT D


                                                  SERVICING CRITERIA TO BE ADDRESSED
                                                      IN ASSESSMENT OF COMPLIANCE


------------------- ----------------------------------------------------------------------------- ------------------- -------------------
 Reg AB Reference                                Servicing Criteria                                   Applicable         Inapplicable
                                                                                                  Servicing Criteria  Servicing Criteria
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                                          General Servicing Considerations
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance or other
                         triggers and events of default in accordance with the transaction
                                                    agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(1)(ii)      If any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party's
                    performance and compliance with such servicing activities.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Any requirements in the transaction agreements to maintain a back-up
1122(d)(1)(iii)     servicer for the mortgage loans are maintained.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    A fidelity bond and errors and omissions policy is in effect on the party
                    participating in the servicing function throughout the reporting period in
                    the amount of coverage required by and otherwise in accordance with the
1122(d)(1)(iv)      terms of the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                                         Cash Collection and Administration
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(2)(i)       Payments on mortgage loans are deposited into the appropriate custodial
                    bank accounts and related bank clearing accounts no more than two business
                    days following receipt, or such other number of days specified in the
                    transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Disbursements made via wire transfer on behalf of an obligor or to an
1122(d)(2)(ii)      investor are made only by authorized personnel.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Advances of funds or guarantees regarding collections, cash flows or
                    distributions, and any interest or other fees charged for such advances,
1122(d)(2)(iii)     are made, reviewed and approved as specified in the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    The related accounts for the transaction, such as cash reserve accounts or
                    accounts established as a form of overcollateralization, are separately
                    maintained (e.g., with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)      transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Each custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes of
                    this criterion, "federally insured depository institution" with respect to
                    a foreign financial institution means a foreign financial institution that
1122(d)(2)(v)       meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(2)(vi)      Unissued checks are safeguarded so as to prevent unauthorized access.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Reconciliations are prepared on a monthly basis for all asset-backed
                    securities related bank accounts, including custodial accounts and related
                    bank clearing accounts. These reconciliations are (A) mathematically
                    accurate; (B) prepared within 30 calendar days after the bank statement
                    cutoff date, or such other number of days specified in the transaction
                    agreements; (C) reviewed and approved by someone other than the person who
                    prepared the reconciliation; and (D) contain explanations for reconciling
                    items. These reconciling items are resolved within 90 calendar days of
                    their original identification, or such other number of days specified in
1122(d)(2)(vii)     the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                                         Investor Remittances and Reporting
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(3)(i)       Reports to investors, including those to be filed with the Commission, are
                    maintained in accordance with the transaction agreements and applicable
                    Commission requirements. Specifically, such reports (A) are prepared in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance with the terms
                    specified in the transaction agreements; (C) are filed with the Commission
                    as required by its rules and regulations; and (D) agree with investors' or
                    the trustee's records as to the total unpaid principal balance and number
                    of mortgage loans serviced by the Servicer.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                                         Pool Asset Administration (cont'd)
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(3)(ii)      Amounts due to investors are allocated and remitted in accordance with
                    timeframes, distribution priority and other terms set forth in the
                    transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Disbursements made to an investor are posted within two business days to
                    the Servicer's investor records, or such other number of days specified in
1122(d)(3)(iii)     the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Amounts remitted to investors per the investor reports agree with cancelled
1122(d)(3)(iv)      checks, or other form of payment, or custodial bank statements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                                             Pool Asset Administration
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(4)(i)       Collateral or security on mortgage loans is maintained as required by the
                    transaction agreements or related mortgage loan documents.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Mortgage loan and related documents are safeguarded as required by the
1122(d)(4)(ii)      transaction agreements
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Any additions, removals or substitutions to the asset pool are made,
                    reviewed and approved in accordance with any conditions or requirements in
1122(d)(4)(iii)     the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Payments on mortgage loans, including any payoffs, made in accordance with
                    the related mortgage loan documents are posted to the Servicer's obligor
                    records maintained no more than two business days after receipt, or such
                    other number of days specified in the transaction agreements, and allocated
                    to principal, interest or other items (e.g., escrow) in accordance with the
1122(d)(4)(iv)      related mortgage loan documents.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    The Servicer's records regarding the mortgage loans agree with the
1122(d)(4)(v)       Servicer's records with respect to an obligor's unpaid principal balance.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Changes with respect to the terms or status of an obligor's mortgage loans
                    (e.g., loan modifications or re-agings) are made, reviewed and approved by
                    authorized personnel in accordance with the transaction agreements and
1122(d)(4)(vi)      related pool asset documents.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Loss mitigation or recovery actions (e.g., forbearance plans, modifications
                    and deeds in lieu of foreclosure, foreclosures and repossessions, as
                    applicable) are initiated, conducted and concluded in accordance with the
1122(d)(4)(vii)     timeframes or other requirements established by the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Records documenting collection efforts are maintained during the period a
                    mortgage loan is delinquent in accordance with the transaction agreements.
                    Such records are maintained on at least a monthly basis, or such other
                    period specified in the transaction agreements, and describe the entity's
                    activities in monitoring delinquent mortgage loans including, for example,
                    phone calls, letters and payment rescheduling plans in cases where
1122(d)(4)(viii)    delinquency is deemed temporary (e.g., illness or unemployment).
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Adjustments to interest rates or rates of return for mortgage loans with
1122(d)(4)(ix)      variable rates are computed based on the related mortgage loan documents.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Regarding any funds held in trust for an obligor (such as escrow accounts):
                    (A) such funds are analyzed, in accordance with the obligor's mortgage loan
                    documents, on at least an annual basis, or such other period specified in
                    the transaction agreements; (B) interest on such funds is paid, or
                    credited, to obligors in accordance with applicable mortgage loan documents
                    and state laws; and (C) such funds are returned to the obligor within 30
                    calendar days of full repayment of the related mortgage loans, or such
1122(d)(4)(x)       other number of days specified in the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Payments made on behalf of an obligor (such as tax or insurance payments)
                    are made on or before the related penalty or expiration dates, as indicated
                    on the appropriate bills or notices for such payments, provided that such
                    support has been received by the servicer at least 30 calendar days prior
                    to these dates, or such other number of days specified in the transaction
1122(d)(4)(xi)      agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Any late payment penalties in connection with any payment to be made on
                    behalf of an obligor are paid from the Servicer's funds and not charged to
                    the obligor, unless the late payment was due to the obligor's error or
1122(d)(4)(xii)     omission.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Disbursements made on behalf of an obligor are posted within two business
                    days to the obligor's records maintained by the servicer, or such other
1122(d)(4)(xiii)    number of days specified in the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Delinquencies, charge-offs and uncollectible accounts are recognized and
1122(d)(4)(xiv)     recorded in accordance with the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
                    Any external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set forth in
1122(d)(4)(xv)      the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------




                                                               EXHIBIT E


                                                    FORM OF SARBANES CERTIFICATION

         Re:      The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

I,  ________________________________,  the _______________________ of [Name of Servicer],  certify to [the Owner], [the Depositor], and
the [Master  Servicer]  [Securities  Administrator]  [Trustee],  and their officers,  with the knowledge and intent that they will rely
upon this certification, that:

         (1)      I have  reviewed  the  servicer  compliance  statement  of the  Servicer  provided  in  accordance  with Item 1123 of
         Regulation  AB (the  "Compliance  Statement"),  the report on  assessment  of the  Servicer's  compliance  with the  servicing
         criteria set forth in Item 1122(d) of Regulation AB (the "Servicing  Criteria"),  provided in accordance with Rules 13a-18 and
         15d-18 under  Securities  Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage Loans by the Servicer  during 200[ ] that were
         delivered  by the  Servicer  to the  [Depositor]  [Master  Servicer]  [Securities  Administrator]  [Trustee]  pursuant  to the
         Agreement (collectively, the "Servicer Servicing Information");

         (2)      Based on my knowledge,  the Servicer Servicing  Information,  taken as a whole, does not contain any untrue statement
         of a material fact or omit to state a material fact necessary to make the statements  made, in the light of the  circumstances
         under which such  statements  were made, not misleading  with respect to the period of time covered by the Servicer  Servicing
         Information;

         (3)      Based on my knowledge,  all of the Servicer Servicing  Information  required to be provided by the Servicer under the
         Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

         (4)      I am  responsible  for  reviewing  the  activities  performed by the Servicer  under the  Agreement,  and based on my
         knowledge  and the  compliance  review  conducted  in  preparing  the  Compliance  Statement  and except as  disclosed  in the
         Compliance  Statement,  the Servicing  Assessment or the Attestation  Report, the Servicer has fulfilled its obligations under
         the Agreement; and

(5)      The  Compliance  Statement,  the  Servicing  Assessment  and the  Attestation  Report  required to be provided by the Servicer
         pursuant to the Agreement have been provided to the [Depositor]  [Master  Servicer].  Any material  instances of noncompliance
         described in such reports have been disclosed to the [Depositor]  [Master  Servicer].  Any material  instance of noncompliance
         with the Servicing Criteria has been disclosed in such reports.


                                                            Date:

                                                            By:___________________________________________
                                                            Name:_________________________________________
                                                            Title:________________________________________




                                                               EXHIBIT F


                                             FORM OF SARBANES-OXLEY BACK-UP CERTIFICATION

I,  ______________________,  Vice  President  of Wells  Fargo Bank,  N.A.  (the  "Servicer"),  certify to  __________________,  and its
officers,  directors,  agents and affiliates (the "Sarbanes  Certifying Party"),  and with the knowledge and intent that they will rely
upon this certification, that:

         (i)      Based on my knowledge,  the  information  relating to the Mortgage Loans and the servicing  thereof  submitted by the
                  Servicer to the Sarbanes  Certifying  Party which is used in connection  with  preparation of the reports on Form 8-K
                  and the  annual  report  on Form  10-K  filed  with the  Securities  and  Exchange  Commission  with  respect  to the
                  Securitization,  taken as a whole,  does not  contain  any untrue  statement  of a  material  fact or omit to state a
                  material fact necessary to make the statements made, in light of the  circumstances  under which such statements were
                  made, not misleading as of the date of this certification;

         (ii)     The  servicing  information  required to be provided  to the  Sarbanes  Certifying  Party by the  Servicer  under the
                  relevant servicing agreement has been provided to the Sarbanes Certifying Party;

         (iii)    I am responsible for reviewing the activities  performed by the Servicer under the relevant  servicing  agreement and
                  based upon the review required by the relevant servicing  agreement,  and except as disclosed in the Annual Statement
                  of Compliance,  the Annual Independent  Public  Accountant's  Servicing Report and all servicing  reports,  officer's
                  certificates  and other  information  relating to the  servicing  of the  Mortgage  Loans  submitted  to the Sarbanes
                  Certifying  Party,  the  Servicer  has, as of the date of this  certification  fulfilled  its  obligations  under the
                  relevant servicing agreement; and

         (iv)     I have disclosed to the Sarbanes  Certifying  Party all significant  deficiencies  relating to the Servicer's  compliance with
                  the minimum  servicing  standards  in  accordance  with a review  conducted  in  compliance  with the Uniform  Single
                  Attestation Program for Mortgage Bankers or similar standard as set forth in the relevant servicing agreement.

         (v)      The Servicer shall indemnify and hold harmless the Sarbanes Certifying Party and its officers,  directors, agents and
                  affiliates from and against any losses, damages,  penalties,  fines,  forfeitures,  reasonable legal fees and related
                  costs,  judgments  and other costs and  expenses  arising out of or based upon a breach by the Servicer or any of its
                  officers,  directors,  agents or affiliates of its obligations under this Certification or the negligence,  bad faith
                  or willful  misconduct  of the  Servicer in  connection  therewith.  If the  indemnification  provided  for herein is
                  unavailable or insufficient to hold harmless the Sarbanes  Certifying  Party,  then the Servicer agrees that it shall
                  contribute to the amount paid or payable by the Sarbanes Certifying Party as a result of the losses,  claims, damages
                  or liabilities of the Sarbanes  Certifying  Party in such  proportion as is appropriate to reflect the relative fault
                  of the Sarbanes  Certifying  Party on the one hand and the Servicer on the other in  connection  with a breach of the
                  Servicer's  obligations under this  Certification or the Servicer's  negligence,  bad faith or willful  misconduct in
                  connection therewith.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Servicer.

Dated:                                                        By:
                                                              Name:
                                                              Title:




                                                               EXHIBIT G

                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


                                                                                        ____________, 20__


         ASSIGNMENT,   ASSUMPTION  AND  RECOGNITION  AGREEMENT,   dated  ___________________,   20____  between  _________________,   a
_________________  corporation  having  an  office  at  _________________  ("Assignor")  and  _________________,  having  an  office at
_________________ ("Assignee"):

         For and in  consideration  of the sum of one dollar ($1.00) and other valuable  consideration  the receipt and  sufficiency of
which are hereby acknowledge, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

         1.       The Assignor hereby grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor,  as
Purchaser,  in, to and under that certain  Seller's  Warranties  and  Servicing  Agreement,  (the  "Seller's  Warranties  and Servicing
Agreement"),  dated  as  of  _________________,  by  and  between  _________________  (the  "Purchaser"),  and  _________________  (the
"Company"),  and the Mortgage Loans delivered  thereunder by the Company to the Assignor,  and that certain Custodial  Agreement,  (the
"Custodial  Agreement"),  dated  as of  _________________,  by  and  among  the  Company,  the  Purchaser  and  _________________  (the
"Custodian").

         2.       The Assignor warrants and represents to, and covenants with, the Assignee that:

                  a.       The Assignor is the lawful owner of the  Mortgage  Loans with the full right to transfer the Mortgage  Loans
free from any and all claims and encumbrances whatsoever;

                  b.       The Assignor  has not received  notice of, and has no  knowledge  of, any  offsets,  counterclaims  or other
defenses available to the Company with respect to the Seller's Warranties and Servicing Agreement or the Mortgage Loans;

                  c.       The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other  modification
of, the Seller's Warranties and Servicing  Agreement,  the Custodial Agreement or the Mortgage Loans,  including without limitation the
transfer of the servicing  obligations  under the Seller's  Warranties and Servicing  Agreement.  The Assignor has no knowledge of, and
has not received notice of, any waivers under or amendments or other  modifications of, or assignments of rights or obligations  under,
the Seller's Warranties and Servicing Agreement or the Mortgage Loans; and

                  d.       Neither the Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise
disposed of the Mortgage Loans,  any interest in the Mortgage Loans or any other similar  security to, or solicited any offer to buy or
accept a transfer,  pledge or other  disposition  of the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any other  similar
security  from, or otherwise  approached or negotiated  with respect to the Mortgage  Loans,  any interest in the Mortgage Loans or any
other similar  security  with, any person in any manner,  or made any general  solicitation  by means of general  advertising or in any
other manner,  or taken any other action which would  constitute a distribution of the Mortgage Loans under the Securities Act or which
would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto.

         3.       That Assignee  warrants and represent to, and covenants with, the Assignor and the Company  pursuant to Section 12.10
of the Seller's Warranties and Servicing Agreement that:

                  a.       The  Assignee  agrees to be bound,  as  Purchaser,  by all of the terms,  covenants  and  conditions  of the
Seller's Warranties and Servicing Agreement,  the Mortgage Loans and the Custodial  Agreement,  and from and after the date hereof, the
Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor's obligations as purchaser thereunder;

                  b.       The  Assignee  understands  that  the  Mortgage  Loans  have  not been  registered  under  the 33 Act or the
securities laws of any state;

                  c.       The purchase price being paid by the Assignee for the Mortgage  Loans are in excess of $250,000.00  and will
be paid by cash remittance of the full purchase price within 60 days of the sale;

                  d.       The Assignee is acquiring the Mortgage  Loans for  investment for its own account only and not for any other
person.  In this connection,  neither the Assignee nor any person  authorized to act therefor has offered to Mortgage Loans by means of
any general advertising or general  solicitation within the meaning of Rule 502(c) of US Securities and Exchange Commission  Regulation
D, promulgated under the Securities Act;

                  e.       The Assignee considers itself a substantial  sophisticated  institutional investor having such knowledge and
experience  in financial  and business  matters that it is capable of  evaluating  the merits and risks of  investment  in the Mortgage
Loans;

                  f.       The Assignee has been  furnished  with all  information  regarding the Mortgage  Loans that it has requested
from the Assignor or the Company;

                  g.       Neither the Assignee nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise
disposed of the Mortgage Loans,  any interest in the Mortgage Loans or any other similar  security to, or solicited any offer to buy or
accept a transfer,  pledge or other  disposition  of the  Mortgage  Loans,  any  interest in the  Mortgage  Loans or any other  similar
security  from, or otherwise  approached or negotiated  with respect to the Mortgage  Loans,  any interest in the Mortgage Loans or any
other similar  security with, any person in any manner which would  constitute a distribution of the Mortgage Loans under the 33 Act or
which would render the  disposition  of the  Mortgage  Loans a violation  of Section 5 of the 33 Act or require  registration  pursuant
thereto,  nor will it act, nor has it  authorized  or will it authorize  any person to act, in such manner with respect to the Mortgage
Loans; and

                  h.       Either (1) the Assignee is not an employee  benefit plan ("Plan")  within the meaning of section 3(3) of the
Employee  Retirement  Income  Security  Act of 1974,  as amended  ("ERISA")  or a plan  (also  "Plan")  within  the  meaning of section
4975(e)(1)  of the Internal  Revenue Code of 1986  ("Code"),  and the Assignee is not directly or  indirectly  purchasing  the Mortgage
Loans on behalf of,  investment  manager of, as named  fiduciary  of, as Trustee of, or with assets of, a Plan;  or (2) the  Assignee's
purchase of the Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.

                  i.       The Assignee's address for purposes of all notices and correspondence  related to the Mortgage Loans and the
Seller's Warranties and Servicing Agreements is:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Attention: _________________

         The Assignee's wire transfer  instructions  for purposes of all remittances and payments related to the Mortgage Loans and the
Seller's Warranties and Servicing Agreement is:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Attention: _________________

         4.       From and after the date hereof,  the Company  shall note the  transfer of the  Mortgage  Loans to the Assignee in its
books and records,  the Company  shall  recognize  the Assignee as the owner of the Mortgage  Loans and the Company  shall  service the
Mortgage  Loans for the benefit of the Assignee  pursuant to the Seller's  Warranties and Servicing  Agreement,  the terms of which are
incorporated  herein by reference.  It is the intention of the Assignor,  the Company and the Assignee that the Seller's Warranties and
Servicing  Agreement  shall be binding upon and inure to the benefit of the Company and the Assignee  and their  respective  successors
and assigns.

                                                          [Signatures Follow]




         IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be executed by their duly authorized officers
as of the date first above written.



______________________________________              _______________________________________
Assignor                                             Assignee

By:___________________________________              By:____________________________________

Name:_________________________________              Name:__________________________________

Its:__________________________________              Its:___________________________________

Tax Payer Identification No.:                       Tax Payer Identification No.:
________________________________                    _________________________________




                                                               EXHIBIT H

                                                         ELECTRONIC DATA FILE

         (1)      the street address of the Mortgaged Property including the city, state, county and zip code;

         (2)      a code indicating whether the Mortgaged Property is a single family residence, a 2-4 family dwelling, a PUD, a
                  cooperative, a townhouse, manufactured housing or a unit in a condominium project;

         (3)      the Mortgage Interest Rate as of the Cut-off Date;

         (4)      the current Monthly Payment;

         (5)      loan term, number of months;

         (6)      the stated maturity date;

         (7)      the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction
                  of payments of principal due on or before the Cut-off Date;

         (8)      the Loan-to-Value Ratio;

         (9)      a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan;

         (10)     a code indicating whether the Mortgage Loan is a temporary buydown (Y or N);

         (11)     the Servicing Fee Rate;

         (12)     a code indicating whether the Mortgage Loan is covered by lender-paid mortgage insurance (Y or N);

         (13)     a code indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y or N);

         (14)     the Mortgagor's first and last name;

         (15)     a code indicating whether the Mortgaged Property is owner-occupied;

         (16)     the remaining months to maturity from the Cut-off Date, based on the original amortization schedule;

         (17)     the date on which the first Monthly Payment was due on the Mortgage Loan;

         (18)     the last Due Date on which a Monthly Payment was actually applied to the actual principal balance;

         (19)     the original principal amount of the Mortgage Loan;

         (20)     a code indicating the purpose of the loan (i.e., purchase, financing, rate/term refinancing, cash-out refinancing);

         (21)     the Mortgage Interest Rate at origination;

         (22)     the date on which the first Monthly Payment was due on the Mortgage Loan;

         (23)     a code indicating the documentation style (i.e., full (providing two years employment verification - 2 years W-2's
                  and current pay stub or 2 years 1040's for self employed borrowers), alternative or reduced);

         (24)     a code indicating if the Mortgage Loan is subject to a PMI Policy;

         (25)     the Appraised Value of the Mortgage Property;

         (26)     the sale price of the Mortgaged Property, if applicable;

         (27)     the Mortgagor's Underwriting FICO Score;

         (28)     term of prepayment penalty in years;

         (29)     a code indicating the product type;

         (30)     a code indicating the credit grade of the Mortgage Loan;

         (31)     the unpaid balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of all
                  payments of principal;

         (32)     the Note date of the Mortgage Loan;

         (33)     the mortgage insurance certificate number and percentage of coverage, if applicable;

         (34)     the Mortgagor's date of birth;

         (35)     the MIN Number for each Mortgage Loan, if applicable;

         (36)     employer name;

         (37)     subsidy program code;

         (38)     servicer name;

         (39)     the combined Loan-to-Value Ratio;

         (40)     the total Loan-to-Value Ratio;

         (41)     whether the Mortgage Loan is convertible (Y or N);

         (42)     a code indicating whether the Mortgage Loan is a relocation loan (Y or N);

         (43)     a code indicating whether the Mortgage Loan is a leasehold loan (Y or N);

         (44)     a code indicating whether the Mortgage Loan is an Alt A loan (Y or N);

         (45)     a code indicating whether the Mortgage Loan is a no ratio loan (Y or N);

         (46)     a code indicating whether the Mortgage Loan is a Pledged Asset Mortgage Loan (Y or N);

         (47)     effective LTV percentage for Pledged Asset Mortgage Loans;

         (48)     citizenship type code;

         (49)     a code indicating whether the Mortgage Loan is a conforming or non-conforming loan, based on the original loan
                  balance;

         (50)     the name of the client for which the Mortgage Loan was originated;

         (51)     the program code;

         (52)     the loan sub doc code;

         (53)     the remaining interest-only term for Interest Only Mortgage Loans;

                                                    The Company shall provide the following
                                                  For the Home Mortgage Disclosure Act (HMDA):

         (54)     the Mortgagor's and co-Mortgagor's (if applicable) ethnicity;

         (55)     the Mortgagor's and co-Mortgagor's (if applicable) race;

         (56)     lien status;

         (57)     for cash-out refinance loans, the cash purpose;

         (58)     the Mortgagor's and co-Mortgagor's (if applicable) gender;

         (59)     the Mortgagor's and co-Mortgagor's (if applicable) social security numbers;

         (60)     the number of units for the property;

         (61)     the year in which the property was built;

         (62)     the qualifying monthly income of the Mortgagor;

         (63)     the number of bedrooms contained in the property;

         (64)     a code indicating first time buyer (Y or N);

         (65)     the total rental income, if any;

                                                     The Seller shall provide the following
                                            for the adjustable rate Mortgage Loans (if applicable):

         (66)     the maximum Mortgage Interest Rate under the terms of the Mortgage Note;

         (67)     the Periodic Interest Rate Cap;

         (68)     the Index;

         (69)     the next Adjustment Date;

         (70)     the Gross Margin; and

         (71)     the lifetime interest rate cap.




                                                MASTER MORTGAGE LOAN PURCHASE AGREEMENT


         This is an Amended and Restated Master  Mortgage Loan Purchase  Agreement (the  "Agreement"),  dated as of November 1, 2004 by
and between EMC Mortgage  Corporation,  having an office at 909 Hidden Ridge Drive,  Suite 200, Irving,  Texas 75038 (the  "Purchaser")
and Wells Fargo Bank, N.A., having an office at 1 Home Campus, Des Moines, Iowa 50328-0001 (the "Seller").

                                                          W I T N E S S E T H

         WHEREAS, the Seller agrees to sell, and the Purchaser agrees to purchase,  from time to time certain conventional  residential
mortgage loans (the "Mortgage Loans") on a servicing retained basis as described herein:

         WHEREAS,  the Mortgage  Loans shall be delivered as pools of whole loans (each a "Loan  Package") on various dates as provided
herein (each a "Closing Date"); and

         WHEREAS,  the  parties  intend  hereby to set forth the terms and  conditions  upon which the  proposed  Transactions  will be
effected.

         NOW  THEREFORE,  in  consideration  of the promises and the mutual  agreements  set forth herein,  the parties hereto agree as
follows:

         SECTION 1.         All capitalized  terms not otherwise  defined herein have the respective  meanings set forth in the Amended
and Restated Master Seller's  Warranties and Servicing  Agreement,  dated as of the date herewith  (the"Master  Seller's Warranties and
Servicing Agreement").

         SECTION 2.  Agreement  to  Purchase.  The Seller  agrees to sell,  and the  Purchaser  agrees to  purchase  from time to time,
Mortgage Loans having an aggregate  principal  balance on the applicable  related Cut-off Date in an amount as set forth in the related
Commitment  Letters or in such other amount as agreed by the  Purchaser and the Seller as evidenced by the actual  aggregate  principal
balance of the Mortgage  Loans in the related Loan Package  accepted by the Purchaser on the related  Closing Date.  The Mortgage Loans
will be delivered pursuant to the Master Seller's Warranties and Servicing Agreement.

         SECTION 3.         Mortgage Schedules.  The Seller will provide the Purchaser with certain information  constituting a listing
of the Mortgage Loans to be purchased  under this Agreement for each  Transaction  (the "Mortgage Loan  Schedule").  Each Mortgage Loan
Schedule shall conform to the definition of "Mortgage Loan Schedule" under the Master Seller's Warranties and Servicing Agreement.

         SECTION 4.        Purchase Price.  The purchase price for each Loan Package (the "Purchase  Price") shall be the percentage of
par as stated in the related Commitment Letter,  multiplied by the aggregate  principal balance, as of the related Cut-off Date, of the
Mortgage Loans listed in the related Loan Package,  after application of scheduled  payments of principal for such related Loan Package
due on or before the related  Cut-off Date whether or not  collected.  The purchase  price for a Loan Package may be adjusted as stated
in the related Commitment Letter.

         In addition  to the  Purchase  Price,  the  Purchaser  shall pay to the Seller,  at closing,  accrued  interest on the initial
principal  amount of the Mortgage Loans at the weighted  average  Mortgage Loan  Remittance Rate for each Loan Package from the related
Cut-off Date through the day prior to the related Closing Date, inclusive.

         With respect to each Loan  Package,  the  Purchaser  shall be entitled to (1) all  scheduled  principal  due after the related
Cut-off Date, (2) all other  recoveries of principal  collected after the related Cut-off Date (provided,  however,  that all scheduled
payments of  principal  due on or before the related  Cut-off Date and  collected  by the Seller  after the related  Cut-off Date shall
belong to the  Seller),  and (3) all  payments of interest on the  Mortgage  Loans at the  Mortgage  Loan  Remittance  Rate (minus that
portion of any such payment  which is  allocable  to the period  prior to the related  Cut-off  Date).  The  principal  balance of each
Mortgage Loan as of the related  Cut-off Date is  determined  after  application  of payments of principal due on or before the related
Cut-off Date  whether or not  collected.  Therefore,  payments of scheduled  principal  and interest  prepaid for a due date beyond the
related  Cut-off  Date shall not be applied to the  principal  balance as of the related  Cut-off  Date.  Such prepaid  amounts  (minus
interest at the Servicing  Fee Rate) shall be the property of the  Purchaser.  The Seller shall  deposit any such prepaid  amounts into
the Custodial  Account,  which account is established  for the benefit of the Purchaser for subsequent  remittance by the Seller to the
Purchaser.

         SECTION 5.        Examination  of Mortgage  Files.  Prior to each Closing Date,  the Seller shall (a) deliver to the Purchaser
in escrow,  for examination,  the Mortgage File for each Mortgage Loan,  including a copy of the Assignment of Mortgage,  pertaining to
each Mortgage Loan, or (b) make the Mortgage  Files  available to the Purchaser for  examination at the Seller's  offices or such other
location as shall  otherwise be agreed upon by the Purchaser and the Seller.  Such  examination  may be made by the Purchaser or by any
prospective  purchaser of the Mortgage  Loans from the  Purchaser,  at any time before or after such related  Closing Date,  upon prior
reasonable  notice to the Seller.  The fact that the Purchaser or any prospective  purchaser of the Mortgage Loans has conducted or has
failed to conduct  any  partial or  complete  examination  of the  Mortgage  Files  shall not  affect  the  Purchaser's  (or any of its
successor's)  rights to demand repurchase,  substitution or other relief as provided under the Master Seller's Warranties and Servicing
Agreement.

         Prior to Seller's  receipt of the Purchase  Price,  the Purchaser  shall cause the Custodian to act as bailee for the sole and
exclusive  benefit of the Seller pursuant to the Custodial  Agreement and act only in accordance with Seller's  instructions.  Upon the
Seller's  receipt of the Purchase Price,  the Seller shall provide  notification to the Custodian to release  ownership of the Mortgage
Loan Documents  contained in the Custodial  Mortgage  File.  Such  notification  shall be in a form of a written notice by facsimile or
other  electronic  media,  with a copy sent to the  Purchaser.  Subsequent to such  release,  such  Mortgage  Loan  Documents  shall be
retained by the Custodian for the benefit of the  Purchaser.  All Mortgage Loan  Documents  related to Mortgage  Loans not purchased by
the  Purchaser on the Closing  Date,  shall be  maintained  by the Custodian for the benefit of the Seller and shall be returned to the
Seller within two (2) Business Days after the Closing Date.

         SECTION 6.         Representations,  Warranties and Agreements of Seller.  The Seller agrees and  acknowledges  that it shall,
as a condition to the  consummation of the transactions  contemplated  hereby,  make the  representations  and warranties  specified in
Section 3.01 and 3.02 of the Master Seller's  Warranties and Servicing  Agreement,  as of each related Closing Date. The meaning of the
term  "Agreement"  as used in Sections  3.01 and 3.02 of the Master  Seller's  Warranties  and Servicing  Agreement  shall include this
Agreement.   The  Seller,  without  conceding  that  the  Mortgage  Loans  are  securities,   hereby  makes  the  following  additional
representations, warranties and agreements which shall be deemed to have been made as of the related Closing Date:

         a)       neither the Seller nor anyone acting on its behalf has offered,  transferred,  pledged, sold or otherwise disposed of
         any Mortgage  Loans,  any interest in any Mortgage  Loans or any other  similar  security to, or solicited any offer to buy or
         accept a transfer,  pledge or other  disposition  of any  Mortgage  Loans,  any  interest in any  Mortgage  Loans or any other
         similar  security  from,  or otherwise  approached  or  negotiated  with respect to any  Mortgage  Loans,  any interest in any
         Mortgage  Loans or any other similar  security with, any person in any manner,  or made any general  solicitation  by means of
         general  advertising or in any other manner,  or taken any other action which would  constitute a distribution of the Mortgage
         Loans under the  Securities  Act or which would render the  disposition  of any Mortgage Loans a violation of Section 5 of the
         Securities  Act or require  registration  pursuant  thereto,  nor will it act, nor has it  authorized or will it authorize any
         person to act, in such manner with respect to the Mortgage Loans; and

         b)       the Seller has not dealt with any broker or agent or anyone  else who might be  entitled  to a fee or  commission  in
         connection with this transaction other than the Purchaser.

         SECTION 7.         Representation,  Warranties and Agreement of Purchaser. The Purchaser,  without conceding that the Mortgage
Loans are  securities,  hereby makes the following  representations,  warranties and  agreements,  which shall have been deemed to have
been made as of the related Closing Date.

         a)       the  Purchaser  understands  that the  Mortgage  Loans  have not been  registered  under  the  Securities  Act or the
         securities laws of any state;

         b)       the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other person;

         c)       the  Purchaser  considers  itself a  substantial,  sophisticated  institutional  investor  having such  knowledge and
         experience  in financial  and business  matters that it is capable of  evaluating  the merits and risks of  investment  in the
         Mortgage Loans;

         d)       the Purchaser has been  furnished with all  information  regarding the Mortgage Loans which it has requested from the
         Seller or the Company; and

         e)       neither the Purchaser nor anyone acting on its behalf offered,  transferred,  pledged,  sold or otherwise disposed of
         any Mortgage  Loan,  any  interest in any Mortgage  Loan or any other  similar  security to, or solicited  any offer to buy or
         accept a transfer,  pledge or other  disposition  of any Mortgage Loan, any interest in any Mortgage Loan or any other similar
         security from, or otherwise  approached or negotiated  with respect to any Mortgage Loan, any interest in any Mortgage Loan or
         any other similar security with, any person in any manner,  or made any general  solicitation by means of general  advertising
         or in any other  manner,  or taken any other action  which would  constitute a  distribution  of the Mortgage  Loans under the
         Securities  Act or which would render the  disposition  of any Mortgage Loan a violation of Section 5 of the Securities Act or
         require  registration  pursuant  thereto,  nor will it act, nor has it  authorized  or will it authorize any person to act, in
         such manner with respect to the Mortgage Loans.

         SECTION 8.         Closing.  The  closing  for the  purchase  and sale of each Loan  Package  shall take place on the  related
Closing Date. At the Purchaser's  option,  the Closing shall be either: by telephone,  confirmed by letter or wire as the parties shall
agree; or conducted in person, at such place as the parties shall agree.

         The closing shall be subject to each of the following conditions:

         a)       all of the  representations  and  warranties  of the  Seller  under  this  Agreement  and under the  Master  Seller's
         Warranties  and  Servicing  Agreement  shall be true and  correct  as of such  related  Closing  Date and no event  shall have
         occurred  which,  with notice or the passage of time,  would  constitute a default under this Agreement or an Event of Default
         under the Master Seller's Warranties and Servicing Agreement;

         b)       the Purchaser shall have received,  or the Purchaser's attorneys shall have received in escrow, all Closing Documents
         as specified in Section 9 of this Agreement,  in such forms as are agreed upon and acceptable to the Purchaser,  duly executed
         by all signatories other than the Purchaser as required pursuant to the respective terms thereof;

         c)       the Seller shall have  delivered and released to the Custodian  under the Master  Seller's  Warranties  and Servicing
         Agreement all documents required pursuant to the related Custodial Agreement, and

         d)       all other terms and conditions of this Agreement shall have been complied with.

         Subject to the  foregoing  conditions,  the  Purchaser  shall pay to the Seller on such related  Closing  Date the  applicable
Purchase Price, plus accrued interest pursuant to Section 4 of this Agreement,  by wire transfer of immediately  available funds to the
account designated by the Seller.

         SECTION 9.         Closing  Documents.  With  respect to the  Mortgage  Loans,  the  Closing  Documents  shall  consist of the
following documents:

         On the initial Closing Date:

         1.       the Master Seller's Warranties and Servicing Agreement, in three counterparts;

         2.       this Agreement in two counterparts;

         3.       the Custodial  Agreement,  dated as November 30, 1999, by and between EMC Mortgage  Corporation  as Owner,  and Wells
                  Fargo  Bank,  N.A.  (formerly  Wells  Fargo Bank  Minnesota,  N.A.)  attached  as an  exhibit to the Master  Seller's
                  Warranties and Servicing Agreement;

         4.       the Mortgage Loan Schedule for the related Loan Package,  one copy to be attached to each  counterpart  of the Master
                  Seller's Warranties and Servicing  Agreement,  to each counterpart of this Agreement,  and to each counterpart of the
                  Custodial Agreement, as the Mortgage Loan Schedule thereto;

         5.       a Receipt and Certification, as required under the Custodial Agreement;

6.       an Opinion of Counsel of the Seller, in the form of Exhibit 1 hereto; and

7.       an Assignment and Conveyance Agreement for the related Mortgage Loans.

         On each subsequent Closing Date, the following documents:

1.       the Mortgage Loan Schedule for the related Loan Package;

2.       an Assignment and Conveyance Agreement for the related Mortgage Loans; and

3.       a Receipt and Certification, as required under the Custodial Agreement.


         SECTION 10.        Costs.  The  Purchaser  shall pay any  commissions  due its  salesmen,  the legal fees and  expenses of its
attorneys  and the costs and  expenses  associated  with the  Custodian.  The Seller  shall be  responsible  for  reasonable  costs and
expenses  associated with any preparation of the initial  assignments of mortgage.  All other costs and expenses incurred in connection
with the transfer and delivery of the Mortgage Loans,  including fees for title policy  endorsements and continuations and the Seller's
attorney fees, shall be paid by the Seller.

         SECTION 11.        Servicing  The Mortgage  Loans shall be serviced by the Seller in  accordance  with the terms of the Master
Seller's  Warranties and Servicing  Agreement.  The Seller shall be entitled to servicing fees calculated as provided  therein,  at the
Servicing Fee Rate.

         SECTION 12.        Financial  Statements.  The Seller  understands  that in connection with the  Purchaser's  marketing of the
Mortgage Loans, the Purchaser shall make available to prospective  purchasers a Consolidated  Statement of Operations of the Seller for
the most recently  completed two fiscal years  respecting which such a statement is available,  as well as a Consolidated  Statement of
Condition at the end of the last two (2) fiscal years covered by such  Consolidated  Statement of Operations.  The Purchaser shall also
make  available  any  comparable  interim  statements  to the extent any such  statements  have been prepared by the seller in a format
intended or otherwise  suitable for the public at large.  The Seller,  if it has not already done so, agrees to furnish promptly to the
Purchaser  copies of the statements  specified  above.  The Seller shall also make available  information on its servicing  performance
with respect to loans in its own portfolio and loans serviced for others (if any), including foreclosure and delinquency ratios.

         The Seller also agrees to allow access to a  knowledgeable  (as shall be  determined  by the Seller)  financial or  accounting
officer for the purpose of answering questions asked by any prospective  purchaser  regarding recent developments  affecting the Seller
or the financial statements of the Seller.

         SECTION 13.        Mandatory  Delivery.  The sale and delivery on each Closing Date of the related Mortgage Loans described on
the  respective  Mortgage Loan  Schedules is mandatory,  it being  specifically  understood  and agreed that each Mortgage Loan must be
unique and  identifiable  on such related  Closing Date and that an award of money damages  would be  insufficient  to  compensate  the
Purchaser for the losses and damages incurred by the Purchaser  (including damages to prospective  purchasers of the Mortgage Loans) in
the event of the Seller's  failure to deliver the Mortgage  Loans on or before such related  Closing  Date.  All rights and remedies of
the Purchaser  under this  Agreement are distinct  from,  and  cumulative  with,  any other rights or remedies  under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.

         SECTION 14.        Notices.  All  demands,  notices and  communications  hereunder  shall be in writing and shall be deemed to
have been duly given if mailed,  by registered or certified mail,  return receipt  requested,  or, if by other means,  when received by
the other party at the address  shown on the first page hereof,  or such other address as may hereafter be furnished to the other party
by like notice.  Any such demand,  notice of communication  hereunder shall be deemed to have been received on the date delivered to or
received at the premises of the addressee (as evidenced,  in the case of registered or certified  mail, by the date noted on the return
receipt).

         SECTION 15.        Severability  Clause.  Any  part,  provision,  representation  or  warranty  of  this  Agreement  which  is
prohibited or which is held to be void or  unenforceable  shall be  ineffective to the extent of such  prohibition or  unenforceability
without  invalidating the remaining  provisions  hereof.  Any part,  provision,  representation  or warranty of this Agreement which is
prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction  shall be ineffective,  as to such jurisdiction,
to the extent of such prohibition or unenforceability  without  invalidating the remaining  provisions hereof, and any such prohibition
or  unenforceability  in any  jurisdiction as to any Mortgage Loan shall not invalidate or render  unenforceable  such provision in any
other  jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereto waive any  provision of law which  prohibits or
renders void or  unenforceable  any provision  hereof.  If the invalidity of any part,  provision,  representation  or warranty of this
Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement,  the parties shall negotiate,  in
good-faith,  to develop a structure  the  economic  effect of which is as close as possible to the  economic  effect of this  Agreement
without regard to such invalidity.

         SECTION 16.        Counterparts.  This  Agreement  may  be  executed  simultaneously  in  any  number  of  counterparts.  Each
counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

         SECTION 17.        Place of Delivery  and  Governing  Law.  This  Agreement  shall be deemed in effect  when a fully  executed
counterpart  thereof  is  received  by the  Purchaser  in the  State of New York and  shall be deemed to have been made in State of New
York. The Agreement  shall be construed in accordance with the laws of the State of New York and the  obligations,  rights and remedies
of the parties  hereunder shall be determined in accordance with the laws of the State of New York,  except to the extent  preempted by
Federal Law.

         Each of the Seller and the Purchaser hereby  knowingly,  voluntarily and  intentionally  waives any and all rights it may have
to a trial by jury in respect of any litigation  based on, or arising out of, under,  or in connection  with,  this  Agreement,  or any
other documents and instruments  executed in connection  herewith,  or any course of conduct,  course of dealing,  statements  (whether
oral or written),  or actions of the Seller or the Purchaser.  This provision is a material  inducement for the Purchaser to enter into
this Agreement.

         SECTION 18.        Further  Agreements.  The  Purchaser  and the Seller  each agree to execute  and  deliver to the other such
additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

         Without  limiting the  generality of the  foregoing,  the Seller shall  reasonably  cooperate with the Purchaser in connection
with the initial  resales of the Mortgage  Loans by the  Purchaser.  In that  connection,  the Seller shall  provide to the  Purchaser:
(i) any and all  information  and  appropriate  verification  of  information,  whether  through letters of its auditors and counsel or
otherwise,  as the Purchaser shall reasonably request, and (ii) such additional  representations,  warranties,  covenants,  opinions of
counsel,  letters from auditors and certificates of public officials or officers of the Seller as are reasonably  believed necessary by
the Purchaser in connection  with such resales.  The  requirement of the Seller  pursuant to (ii) above shall  terminate on the related
Closing  Date,  except as  provided  pursuant  to  Article IX of the Master  Seller's  Warranties  and  Servicing  Agreement.  Prior to
incurring any  out-of-pocket  expenses  pursuant to this  paragraph,  the Seller shall notify the Purchaser in writing of the estimated
amount of such expense.  The Purchaser  shall  reimburse the Seller for any such expense  following its receipt of appropriate  details
thereof.

         SECTION 19.        Intention of the Parties.  It is the  intention of the parties that the  Purchaser is  purchasing,  and the
Seller is selling,  an undivided  100%  ownership  interest in the Mortgage  Loans and not a debt  instrument  of the Seller or another
security.  Accordingly,  the parties  hereto  each intend to treat the  transaction  for Federal  income tax  purposes as a sale by the
Seller,  and a purchase by the Purchaser,  of the Mortgage  Loans.  The Purchaser shall have the right to review the Mortgage Loans and
the related  Mortgage  Loan Files to determine  the  characteristics  of the Mortgage  Loans which shall affect the Federal  income tax
consequences  of owning the Mortgage Loans and the Seller shall  cooperate  with all  reasonable  requests made by the Purchaser in the
course of such review.

         SECTION 20.        Successors  and Assigns;  Assignment  of Purchase  Agreement.  This  Agreement  shall bind and inure to the
benefit  of and be  enforceable  by the  Seller and the  Purchaser  and the  respective  successors  and  assigns of the Seller and the
Purchaser.  This Agreement  shall not be assigned,  pledged or  hypothecated  by the Seller to a third party without the consent of the
Purchaser.

         SECTION 21.  Waivers;  Other  Agreements.  No term or provision of this Agreement may be waived or modified unless such waiver
or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

         SECTION 22.  Exhibits.  The  exhibits to this  Agreement  are hereby  incorporated  and made a part hereof and are an integral
part of this Agreement.

         SECTION 23.  General  Interpretive  Principles.  For purposes of this  Agreement,  except as otherwise  expressly  provided or
unless the context otherwise requires:

         a)       the terms defined in this  Agreement  have the meanings  assigned to them in this Agreement and include the plural as
         well as the singular, and the use of any gender herein shall be deemed to include the other gender;

         b)       accounting  terms not  otherwise  defined  herein have the meanings  assigned to them in  accordance  with  generally
         accepted accounting principles;

         c)       references herein to "Articles",  "Sections",  "Subsections",  "Paragraphs", and other subdivisions without reference
         to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

         d)       a reference to a Subsection  without further reference to a Section is a reference to such Subsection as contained in
         the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

         e)       the words  "herein",  "hereof",  "hereunder" and other words of similar import refer to this Agreement as a whole and
         not to any particular provision; and

         f)       the term "include" or "including" shall mean without limitation by reason of enumeration.

         SECTION 24.  Reproduction of Documents.  This Agreement and all documents  relating thereto,  including,  without  limitation,
(a) consents,  waivers and modifications which may hereafter be executed,  (b) documents received by any party at the closing,  and (c)
financial  statements,  certificates and other information  previously or hereafter  furnished,  may be reproduced by any photographic,
photostatic,  microfilm,  micro-card,  miniature  photographic or other similar process.  The parties agree that any such  reproduction
shall be admissible in evidence as the original  itself in any judicial or  administrative  proceeding,  whether or not the original is
in existence and whether or not such  reproduction  was made by a party in the regular  course of business,  and that any  enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
                                                          [Signatures Follow]




         IN WITNESS  WHEREOF,  the Seller and the Purchaser  have caused their names to be signed hereto by their  respective  officers
thereunto duly authorized as of the date first above written.

                                                              EMC MORTGAGE CORPORATION
                                                              (Purchaser)

                                                              By:________________________________
                                                              Name:______________________________
                                                              Title______________________________

                                                              WELLS FARGO BANK, N.A.
                                                              (Seller)

                                                              By:________________________________
                                                              Name:______________________________
                                                              Title______________________________



                                                               EXHIBIT 1



                                                      FORM OF OPINION OF COUNSEL


Re:      Mortgage Loan Sale by Wells Fargo Bank, N.A. (the "Company") to EMC Mortgage Corporation (the "Purchaser") of first lien
mortgage loans (the "Mortgage Loans") pursuant to that certain Amended and Restated Master Seller's Warranties and Servicing
Agreement and Amended and Restated Master Mortgage Loan Purchase Agreement by and between the Company and the Purchaser, dated as of
November 1, 2005.

Dear Sir/Madam:

I am [_______] of Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank, N.A. (the  "Company"),  with respect to certain
matters in connection  with the sale by the Company of Mortgage Loans  pursuant to that certain  Amended and Restated  Master  Seller's
Warranties  and Servicing  Agreement and Amended and Restated  Master  Mortgage Loan Purchase  Agreement by and between the Company and
EMC Mortgage  Corporation  (the  "Purchaser"),  dated as of November 1, 2005,  (the  "Agreements"),  which sale is in the form of whole
Mortgage  Loans.  Capitalized  terms not  otherwise  defined  herein have the  meanings  set forth in the Amended and  Restated  Master
Seller's Warranties and Servicing Agreement.

I have examined the following documents:

1.       the Amended and Restated Master Seller's Warranties and Servicing Agreement;

2.       the Amended and Restated Master Mortgage Loan Purchase Agreement;

3.       the Custodial Agreement;

4.       the form of endorsement of the Mortgage Notes; and

5.       such other documents, records and papers as I have deemed necessary and relevant as a basis for this opinion.

To the extent I have deemed necessary and proper,  I have relied upon the  representations  and warranties of the Company  contained in
the  Agreements.  I have assumed the  authenticity  of all documents  submitted to me as originals,  the genuineness of all signatures,
the legal capacity of natural persons and the conformity to the originals of all documents.

Based upon the foregoing, it is my opinion that;

1.       The Company is a national  banking  association  duly organized,  validly  existing and in good standing under the laws of the
         United States.

2.       The Company has the power to engage in the  transactions  contemplated  by the  Agreements,  the  Custodial  Agreement and all
         requisite  power,  authority and legal right to execute and deliver the Agreements,  the Custodial  Agreement and the Mortgage
         Loans, and to perform and observe the terms and conditions of such instruments.

3.       Each person who, as an officer or  attorney-in-fact  of the Company,  signed (a) the Agreements,  each dated as of November 1,
         2005, by and between the Company and the Purchaser,  and (b) any other document  delivered  prior hereto or on the date hereof
         in connection  with the sale and servicing of the Mortgage  Loans in accordance  with the  Agreements  was, at the  respective
         times of such signing and delivery,  and is, as of the date hereof,  duly elected or  appointed,  qualified and acting as such
         officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.

4.       Each of the Agreements,  the Custodial Agreement, and the Mortgage Loans, has been duly authorized,  executed and delivered by
         the Company and is a legal,  valid and binding  agreement  enforceable in accordance with its terms,  subject to the effect of
         insolvency,  liquidation,  convervatorship  and other similar laws administered by the Federal Deposit  Insurance  Corporation
         affecting the  enforcement  of contract  obligations  of insured banks and subject to the  application of the rules of equity,
         including  those  respecting  the  availability  of specific  performance,  none of which will  materially  interfere with the
         realization of the benefits provided thereunder or with the Purchaser's ownership of the Mortgage Loans.

5.       The Company has been duly  authorized to allow any of its officers to execute any and all  documents by original  signature in
         order to complete the transactions  contemplated by the Agreements and the Custodial  Agreement,  and by original or facsimile
         signature in order to execute the  endorsements to the Mortgage Notes and the  assignments of the Mortgages,  and the original
         or facsimile  signature of the officer at the Company  executing the endorsements to the Mortgage Notes and the assignments of
         the Mortgages represents the legal and valid signature of said officer of the Company.

6.       Either (i) no consent,  approval,  authorization  or order of any court or  governmental  agency or body is  required  for the
         execution,  delivery and  performance  by the Company of or  compliance  by the Company  with the  Agreements,  the  Custodial
         Agreement  or the sale and  delivery  of the  Mortgage  Loans or the  consummation  of the  transactions  contemplated  by the
         Agreements, and the Custodial Agreement; or (ii) any required consent,  approval,  authorization or order has been obtained by
         the Company.

7.       Neither the  consummation  of the  transactions  contemplated  by, nor the  fulfillment of the terms of the Agreements and the
         Custodial  Agreement,  will  conflict  with or results in or will result in a breach of or  constitutes  or will  constitute a
         default  under the charter or by-laws of the Company,  the terms of any  indenture or other  agreement or  instrument to which
         the  Company  is a party or by  which  it is  bound or to which it is  subject,  or  violates  any  statute  or  order,  rule,
         regulations,  writ,  injunction  or decree of any court,  governmental  authority or  regulatory  body to which the Company is
         subject or by which it is bound.

8.       There is no action,  suit,  proceeding  or  investigation  pending  or, to the best of my  knowledge,  threatened  against the
         Company which,  in my opinion,  either in any one instance or in the aggregate,  may result in any material  adverse change in
         the  business,  operations,  financial  condition,  properties  or assets of the Company or in any material  impairment of the
         right or ability of the Company to carry on its business  substantially  as now conducted or in any material  liability on the
         part of the Company or which would draw into question the validity of the Agreements,  and the Custodial Agreement,  or of any
         action taken or to be taken in  connection  with the  transactions  contemplated  thereby,  or which would be likely to impair
         materially the ability of the Company to perform under the terms of the Agreements and the Custodial Agreement.

9.       For purposes of the foregoing,  I have not regarded any legal or  governmental  actions,  investigations  or proceedings to be
         "threatened"  unless the potential  litigant or governmental  authority has manifested to the legal  department of the Company
         or an employee of the Company  responsible for the receipt of process a present  intention to initiate such  proceedings;  nor
         have I regarded any legal or  governmental  actions,  investigations  or proceedings as including  those that are conducted by
         state or federal  authorities  in connection  with their  routine  regulatory  activities.  The sale of each Mortgage Note and
         Mortgage as and in the manner  contemplated  by the Agreements is sufficient  fully to transfer all right,  title and interest
         of the Company  thereto as  noteholder  and  mortgagee,  apart from the rights to service the Mortgage  Loans  pursuant to the
         Agreements.

10.      The form of  endorsement  that is to be used with  respect to the  Mortgage  Loans is  legally  valid and  sufficient  to duly
         endorse  the  Mortgage  Notes to the  Purchaser.  Upon  the  completion  of the  endorsement  of the  Mortgage  Notes  and the
         completion of the  assignments  of the Mortgages,  and the recording  thereof,  the  endorsement  of the Mortgage  Notes,  the
         delivery to the Custodian of the completed  assignments of the Mortgages,  and the delivery of the original  endorsed Mortgage
         Notes to the Custodian  would be  sufficient  to permit the entity to which such  Mortgage  Note is initially  endorsed at the
         Purchaser's direction,  and to whom such assignment of Mortgages is initially assigned at the Purchaser's direction,  to avail
         itself of all  protection  available  under  applicable  law  against  the claims of any  present or future  creditors  of the
         Company,  and would be sufficient to prevent any other sale,  transfer,  assignment,  pledge or hypothecation of the Mortgages
         and the Mortgage Notes by the Company from being enforceable.

This  opinion  is given to you for your sole  benefit,  and no other  person  or entity is  entitled  to rely  hereon  except  that the
purchaser  or  purchasers  to which you  initially  and  directly  resell  the  Mortgage  Loans may rely on this  opinion as if it were
addressed to them as of its date.

Sincerely,





                                                                                                                            EXHIBIT I-1

                                                         RECOGNITION AGREEMENT

         This is a Recognition  Agreement (this  "Recognition  Agreement")  made as of July 1, 2006,  between EMC Mortgage  Corporation
(the "EMC") and Countrywide Home Loans Servicing LP (the "Company").

         WHEREAS,  EMC acquired the mortgage loans identified on Attachment 1 hereto (the "Mortgage  Loans") through the exercise of an
optional  redemption  right held by EMC in  connection  with the Bear Stearns ARM Trust,  Mortgage  Pass-Through  Certificates,  Series
2002-5  and  the  Bear  Stearns  ARM  Trust,  Mortgage  Pass-Through  Certificates,   Series  2002-10  (collectively,  the  "Underlying
Transactions");

         WHEREAS,  the Company is currently  servicing  each Mortgage Loan in accordance  with the terms and conditions of the Seller's
Warranties  and  Servicing  Agreement,  dated as of  September  1,  2002,  as amended  between  the  Company  and EMC as amended by the
Assignment,  Assumption  and  Recognition  Agreement  related to the  Underlying  Transaction  applicable  to each  Mortgage  Loan (the
"Servicing Agreement").

         In consideration of the mutual promises and agreements  contained herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties  hereto agree that the Mortgage Loans shall be subject to the
terms of this  Recognition  Agreement.  Any capitalized  term used and not otherwise  defined herein shall have the meaning assigned to
such term in the Servicing Agreement.

                                                          Recognition of EMC

         From and after the date hereof,  Company  shall  recognize  EMC as owner of the  Mortgage  Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the Servicing  Agreement (as modified  herein),  the terms of which are  incorporated  herein by
reference.



Assignment of Mortgage Loans and Recognition Agreement to Trustee

         The Company  hereby  acknowledges  that EMC will assign the  Mortgage  Loans,  the  Recognition  Agreement  and the  Servicing
Agreement to  Citibank,  N.A.,  as trustee for the holders of Bear Stearns  Alt-A Trust,  Mortgage  Pass-Through  Certificates,  Series
2006-4 (the "Trustee"),  on July 31, 2006 pursuant to that certain Assignment,  Assumption and Recognition Agreement, to be dated as of
July 31,  2006 (the "AAR  Agreement")  among EMC,  the  Trustee  and the  Company.  Company  hereby  acknowledges  and  consents to the
assignment  by EMC to the Trustee of all of EMC's rights under this  Recognition  Agreement and to the  enforcement  or exercise of any
right or remedy against Company  pursuant to this  Recognition  Agreement by the Trustee.  Such enforcement of a right or remedy by the
Trustee  shall  have  the  same  force  and  effect  as if the  right or  remedy  had  been  enforced  or  exercised  by EMC  directly.
Notwithstanding  anything in this  Recognition  Agreement to the  contrary,  Company  acknowledges  and agrees that its  obligation  to
service the Mortgage Loans effected by this Recognition  Agreement is not conditional upon EMC's subsequent  assignment of the Mortgage
Loans to the Trustee;  provided,  however,  it is  understood  that the servicing of the Mortgage  Loans,  upon transfer to the Trustee
pursuant to the AAR Agreement, shall be serviced by the Company in accordance with the AAR Agreement.

Representations, Warranties and Covenants

          EMC warrants and represents to Company as of the date hereof:

                 EMC is a corporation duly organized,  validly existing and in good standing under the laws of the jurisdiction of its
                          formation  and has full power and  authority  to execute,  deliver and  perform its  obligations  under this
                          Recognition  Agreement,  and to consummate  the  transactions  set forth  herein.  The  consummation  of the
                          transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and will
                          not conflict with, or result in a breach of, any of the terms,  conditions or provisions of EMC's charter or
                          by-laws or any legal restriction,  or any material agreement or instrument to which EMC is now a party or by
                          which it is bound,  or result in the violation of any law, rule,  regulation,  order,  judgment or decree to
                          which EMC or its property is subject.  The execution,  delivery and  performance by EMC of this  Recognition
                          Agreement and the consummation by it of the transactions  contemplated  hereby, have been duly authorized by
                          all necessary action on the part of EMC. This Recognition  Agreement has been duly executed and delivered by
                          EMC and,  upon the due  authorization,  execution  and delivery by Company,  will  constitute  the valid and
                          legally  binding  obligation  of EMC  enforceable  against  EMC in  accordance  with  its  terms  except  as
                          enforceability may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws
                          now or hereafter in effect  relating to creditors'  rights  generally,  and by general  principles of equity
                          regardless of whether enforceability is considered in a proceeding in equity or at law; and

                 No  material  consent,  approval,  order or  authorization  of, or  declaration,  filing or  registration  with,  any
                          governmental entity is required to be obtained or made by EMC in connection with the execution,  delivery or
                          performance by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated
                          hereby.

          Company warrants and represents to, and covenants with, EMC as of the date hereof:

                 Company  is duly  organized,  validly  existing  and in good  standing  under  the  laws of the  jurisdiction  of its
                          organization,  and has all  requisite  power and  authority to service the Mortgage  Loans and  otherwise to
                          perform its  obligations  under this  Recognition  Agreement  which  incorporates by reference the Servicing
                          Agreement (as modified herein);

                 Company  has full power and  authority  to  execute,  deliver and perform  its  obligations  under this  Recognition
                          Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the  transactions
                          contemplated  by this  Recognition  Agreement is in the ordinary  course of Company's  business and will not
                          conflict  with,  or result  in a breach  of,  any of the  terms,  conditions  or  provisions  of  Company's
                          organizational documents or any legal restriction,  or any material agreement or instrument to which Company
                          is now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,
                          judgment or decree to which Company or its property is subject.  The execution,  delivery and performance by
                          Company of this Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,
                          have been duly authorized by all necessary  action on the part of Company.  This  Recognition  Agreement has
                          been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by EMC,
                          will  constitute  the valid and legally  binding  obligation  of  Company,  enforceable  against  Company in
                          accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency,
                          moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally,  and by
                          general principles of equity regardless of whether enforceability is considered in a proceeding in equity or
                          at law; and

                 No consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any  governmental
                          entity is  required  to be  obtained  or made by Company  in  connection  with the  execution,  delivery  or
                          performance  by Company  of this  Recognition  Agreement,  or the  consummation  by it of the  transactions
                          contemplated hereby or if required, such consent,  approval,  authorization or order has been obtained prior
                          to the date hereof.

Miscellaneous

          Company  acknowledges  that the  Mortgage  Loans may be part of a REMIC and hereby  agrees that in the event that  Company is
notified in writing by EMC that such Mortgage Loans are part of a REMIC,  Company will service such Mortgage  Loans in accordance  with
the Servicing  Agreement (as modified herein) and shall negotiate in good faith any reasonable  amendments  thereto to insure that such
Mortgage  Loans are  serviced  in a manner  that  would not (i) cause  any REMIC to fail to  qualify  as a REMIC or (ii)  result in the
imposition of a tax upon any REMIC  (including but not limited to the tax on prohibited  transactions as defined in Section  860F(a)(2)
of the Code and the tax on  contributions  to a REMIC set  forth in  Section  860G(d)  of the  Code).  It is the  intention  of EMC and
Company that this  Recognition  Agreement  shall be binding upon and for the benefit of the  respective  successors  and assigns of the
parties hereto.

          All demands,  notices and  communications  related to the Mortgage Loans and this  Recognition  Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:

                 In the case of Company,

                           Countrywide Home Loans Servicing LP
                           400 Countrywide Way
                           Simi Valley, California 93065
                           Attention:  John Lindberg,  Rachel Meza,
                           Eric Varnen and Yuan Li
                           With a copy to:  General Counsel

                           With a copy to:  General Counsel

                  c.       In the case of EMC,

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com

                All notices and updates  required to be provided to the  Assignor  regarding  Regulation  AB pursuant to the  Servicing
                Agreement should be sent to the Assignor by email to regABnotifications@bear.com, and additionally:

                  (A)      for Item 1117 (Legal Proceedings) to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com


                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564



                (B)        For Item 1119 (Affiliations and Certain Relationships and Related Transactions) to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, TX  75067-3884
                           Attention:  Conduit Seller Approval Dept.
                           Facsimile:  (214) 626-3751
                           Email:  sellerapproval@bear.com

                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

          Each party will pay any  commissions  it has  incurred  and the  reasonable  fees of its  attorneys  in  connection  with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.

          This  Recognition  Agreement  shall be  construed in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

          No term or  provision  of this  Recognition  Agreement  may be waived or modified  unless such waiver or  modification  is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

          This  Recognition  Agreement shall inure to the benefit of the successors and assigns of the parties hereto.  Any entity into
which Company or EMC may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed Company or EMC,
respectively, hereunder.

          This  Recognition  Agreement  shall  survive the  conveyances  of the  Mortgage  Loans and the  assignment  of the  Servicing
Agreement (as modified  herein) and this  Recognition  Agreement and the Mortgage Loans by EMC to the Trustee as  contemplated  in this
Recognition Agreement and the AAR Agreement.

          This Recognition  Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.

          In the event that any provision of this Recognition  Agreement  conflicts with any provision of the Servicing  Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.



         IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.

                                                     EMC MORTGAGE CORPORATION


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                     COUNTRYWIDE HOME LOANS SERVICING LP
                                                     By:  Countrywide GP, Inc., its general partner


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                             ATTACHMENT 1

                                                            MORTGAGE LOANS



                                                             ATTACHMENT 2

                                                          SERVICING AGREEMENT




                                                                                                                            EXHIBIT I-2


                                                         RECOGNITION AGREEMENT

   This is a Recognition  Agreement (this "Recognition  Agreement") made as of July 1, 2006, between EMC Mortgage  Corporation  ("EMC")
and EverHome Mortgage Company (f/k/a Alliance Mortgage Company) (the "Company").

   WHEREAS,  the mortgage loans  identified on Attachment 1 hereto (the "Mortgage  Loans") were acquired by EMC through the exercise of
an optional  redemption right held by EMC in connection with the Bear Stearns ALT-A Trust 2003-1,  Mortgage  Pass-Through  Certificates
2003-1 and the Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2002-10; and

   WHEREAS,  the  Company  agreed to service  the  Mortgage  Loans in  accordance  with the terms and  conditions  of the  Subservicing
Agreement,  dated as of August 1, 2002,  as amended by Amendment  No. 1, dated as of January 1, 2006,  between the Assignor and Company
(as amended, the "Subservicing Agreement").

   In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties hereto agree that the Mortgage Loans shall be subject to the terms of
this Recognition  Agreement.  Any capitalized  term used and not otherwise  defined herein shall have the meaning assigned to such term
in the Subservicing Agreement.

Recognition of EMC

         From and after the date hereof,  the Company shall  recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the  Subservicing  Agreement  (as modified  herein) as if EMC and the Company had entered into a
separate  servicing  agreement for the servicing of the Mortgage Loans in the form of the Subservicing  Agreement (as modified herein),
the terms of which are incorporated herein by reference.

Assignment of Mortgage Loans and Recognition Agreement to Trustee

         The  Company  hereby  acknowledges  that EMC will assign  certain of the  Mortgage  Loans and the  Subservicing  Agreement  to
Citibank,  N.A.,  as trustee for the holders of Bear Stearns  Alt-A  Trust,  Mortgage  Pass-Through  Certificates,  Series  2006-5 (the
"Trustee"), on July 31, 2006 pursuant to that certain Assignment,  Assumption and Recognition Agreement, dated as of July 31, 2006 (the
"AAR  Agreement")  among EMC, the Trustee and the Company.  Company  hereby  acknowledges  and consents to the assignment by EMC to the
Trustee of all of EMC's rights against Company pursuant to this  Recognition  Agreement and to the enforcement or exercise of any right
or remedy against Company  pursuant to this  Recognition  Agreement by the Trustee,  to the extent such rights and remedies  pertain to
such  Mortgage  Loans.  Such  enforcement  of a right or remedy by the Trustee  shall have the same force and effect as if the right or
remedy had been  enforced or  exercised by EMC  directly.  Notwithstanding  anything in this  Recognition  Agreement  to the  contrary,
Company  acknowledges  and agrees that its  obligation  to service the Mortgage  Loans  affected by this  Recognition  Agreement is not
conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.

Representations, Warranties and Covenants

1.       EMC warrants and represents to Company as of the date hereof:

a.       EMC is a  corporation  duly  organized,  validly  existing  and in good  standing  under the laws of the  jurisdiction  of its
                           formation  and has full power and  authority  to execute,  deliver and  perform its  obligations  under this
                           Recognition  Agreement,  and to consummate  the  transactions  set forth  herein.  The  consummation  of the
                           transactions  contemplated  by this  Recognition  Agreement is in the ordinary  course of EMC's business and
                           will not  conflict  with,  or result in a breach of, any of the terms,  conditions  or  provisions  of EMC's
                           charter or by-laws or any legal  restriction,  or any material agreement or instrument to which EMC is now a
                           party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or
                           decree to which EMC or its  property is subject.  The  execution,  delivery and  performance  by EMC of this
                           Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  action on the part of EMC.  This  Recognition  Agreement has been duly executed
                           and delivered by EMC and, upon the due  authorization,  execution and delivery by Company,  will  constitute
                           the valid and legally binding obligation of EMC enforceable  against EMC in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

b.       No material  consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any governmental
                           entity is required to be obtained or made by EMC in connection  with the execution,  delivery or performance
                           by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.

2.       Company warrants and represents to, and covenants with, EMC as of the date hereof:

a.       Attached hereto as Attachment 2 is a true and accurate copy of the Subservicing Agreement;

b.       Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                           and has all  requisite  power and  authority  to service the  Mortgage  Loans and  otherwise  to perform its
                           obligations under the Subservicing Agreement and this Recognition Agreement;

c.       Company has full  corporate  power and  authority  to execute,  deliver and  perform its  obligations  under this  Recognition
                           Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the  transactions
                           contemplated  by this  Recognition  Agreement is in the ordinary  course of Company's  business and will not
                           conflict with, or result in a breach of, any of the terms,  conditions or provisions of Company's charter or
                           by-laws or any legal  restriction,  or any material  agreement or instrument to which Company is now a party
                           or by which it is bound, or result in the violation of any law, rule, regulation,  order, judgment or decree
                           to which Company or its property is subject.  The  execution,  delivery and  performance  by Company of this
                           Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  corporate action on the part of Company.  This  Recognition  Agreement has been
                           duly executed and  delivered by Company,  and,  upon the due  authorization,  execution and delivery by EMC,
                           will  constitute  the valid and legally  binding  obligation  of  Company,  enforceable  against  Company in
                           accordance  with  its  terms  except  as  enforceability  may  be  limited  by  bankruptcy,  reorganization,
                           insolvency,  moratorium  or other  similar  laws now or hereafter in effect  relating to  creditors'  rights
                           generally,  and by general  principles  of equity  regardless of whether  enforceability  is considered in a
                           proceeding in equity or at law; and

d.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.

         Modification of Subservicing Agreement

                  The Company and Assignor hereby amend the Subservicing Agreement as follows:

   The following definitions are added to Article I of the Subservicing Agreement:

            Assignee:  Citibank,  N.A.,  not in its  individual  capacity  but solely as trustee for the holders of Bear  Stearns
         ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

            Master Servicer:  Wells Fargo Bank, National Association,  or its successors in interest that meet the qualifications
         of the Pooling and Servicing Agreement and this Agreement.

            Pooling and Servicing  Agreement:  That certain  pooling and  servicing  agreement,  dated as of July 1, 2006,  among
         Structured Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and EMC Mortgage Corporation.

            Servicing  Fee Rate:  A rate per annum  equal to either (i) 0.375% or (ii) 0.400% as set forth on the  Mortgage  Loan
         Schedule (as defined in the Mortgage Loan Purchase Agreement).

            Trustee:  Citibank,  N.A.,  or its  successor  in interest,  or any  successor  trustee  appointed as provided in the
         Pooling and Servicing Agreement.

         The following shall be added as clause (n) of Article III of the Subservicing Agreement:

                  "(n)     With  respect to each  Mortgage  Loan,  information  regarding  the borrower  credit  files  related to such
         Mortgage Loan has been furnished to credit  reporting  agencies in compliance with the provisions of the Fair Credit Reporting
         Act and the applicable implementing regulations."

Miscellaneous

         1.       Notwithstanding  anything to the contrary contained herein or in the Subservicing Agreement Company acknowledges that
the Mortgage  Loans may be part of a REMIC or multiple  REMICs and hereby agrees that in no event will it service the Mortgage Loans in
a manner  that  would (i)  cause  any REMIC to fail to  qualify  as a REMIC or (ii)  result  in the  imposition  of a tax upon any such
intended REMIC  (including but not limited to the tax on prohibited  transactions as defined in Section  860F(a)(2) of the Code and the
tax on  contributions  to a REMIC set  forth in  Section  860G(d)  of the  Code).  It is the  intention  of EMC and  Company  that this
Recognition Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.

         2.       All demands,  notices and  communications  related to the Mortgage Loans and this  Recognition  Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:

                  a.       In the case of Company,

                           EverHome Mortgage Company
                           8100 Nations Way
                           Jacksonville, Florida
                           Attention:  Carolyn Cragg
                           Telecopier No.: (904) 281-6206

                with a copy to:

                           EverHome Mortgage Company
                           8100 Nations Way
                           Jacksonville, Florida
                           Attention:  Michael C. Koster
                           Telecopier No.: (904) 281-6145


                  b.       In the case of EMC,

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com

         3.       Each party will pay any  commissions it has incurred and the reasonable  fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.

         4.       This  Recognition  Agreement shall be construed in accordance with the laws of the State of New York,  without regard
to conflicts of law principles,  and the  obligations,  rights and remedies of the parties  hereunder shall be determined in accordance
with such laws.

         5.       No term or provision of this  Recognition  Agreement may be waived or modified  unless such waiver or modification is
in writing and signed by the party against whom such waiver or modification is sought to be enforced.

         6.       This  Recognition  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any
entity into which Company or EMC may be merged or  consolidated  shall,  without the  requirement  for any further  writing,  be deemed
Company or EMC, respectively, hereunder.

         7.       This  Recognition  Agreement  shall  survive  the  conveyances  of the  Mortgage  Loans  and  the  assignment  of the
Subservicing  Agreement  and  this  Recognition  Agreement  and the  Mortgage  Loans  by EMC to the  Trustee  as  contemplated  in this
Recognition Agreement and the AAR Agreement.

         8.       This Recognition  Agreement may be executed  simultaneously in any number of counterparts.  Each counterpart shall be
deemed to be an original and all such counterparts shall constitute one and the same instrument.

         9.       In the event that any  provision of this  Recognition  Agreement  conflicts  with any  provision of the  Subservicing
Agreement with respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.



         IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.




                                                     EMC MORTGAGE CORPORATION


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                     EVERHOME MORTGAGE COMPANY


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                             ATTACHMENT 1

                                                            MORTGAGE LOANS


                                                       (Available upon request)



                                                              ATTACHMENT 2


                                                        SUBSERVICING AGREEMENT


                                                       (Available upon request)




                                                                                                                            EXHIBIT I-3


                                                         RECOGNITION AGREEMENT

   This is a Recognition  Agreement (this  "Recognition  Agreement")  made as of June 1, 2006,  between EMC Mortgage  Corporation  (the
"EMC") and GMAC Mortgage Corporation (the "Company").

   WHEREAS,  the mortgage  loans  identified  on Attachment 1 hereto (the  "2002-11  Mortgage  Loans") were acquired by EMC through the
exercise of an optional  redemption  right held by EMC in connection  with the Bear Stearns ARM Trust  2002-11,  Mortgage  Pass-Through
Certificates, Series 2002-11;

   WHEREAS,  the mortgage  loans  identified  on  Attachment 2 hereto (the "2002-5  Mortgage  Loans") were  acquired by EMC through the
exercise of an optional  redemption  right held by EMC in  connection  with the Bear Stearns ARM Trust  2002-5,  Mortgage  Pass-Through
Certificates, Series 2002-5;

   WHEREAS,  the mortgage  loans  identified  on Attachment 3 hereto (the  "2002-10  Mortgage  Loans") were acquired by EMC through the
exercise of an optional  redemption  right held by EMC in connection  with the Bear Stearns ARM Trust  2002-10,  Mortgage  Pass-Through
Certificates, Series 2002-10; and

   WHEREAS,  the mortgage loans identified on Attachment 4 hereto (the "2003-1 Mortgage Loans" and,  together with the 2002-11 Mortgage
Loans,  2002-5  Mortgage Loans and the 2002-10  Mortgage Loans,  the "Mortgage  Loans") were acquired by EMC through the exercise of an
optional  redemption  right held by EMC in connection  with the Bear Stearns ALT-A Trust 2003-1,  Mortgage  Pass-Through  Certificates,
Series 2003-1; and

   WHEREAS,  the Company  agreed to service the Mortgage Loans in accordance  with the terms and  conditions of that certain  Servicing
Agreement  dated as of May 1, 2001,  between the Company and EMC, as amended by Amendment No. 1 dated as of October 1, 2001,  Amendment
No. 2 dated as of July 31, 2002 and Amendment No. 3 dated as of December 20, 2005 (as amended, the "Servicing Agreement").

   In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties hereto agree that the Mortgage Loans shall be subject to the terms of
this Recognition  Agreement.  Any capitalized  term used and not otherwise  defined herein shall have the meaning assigned to such term
in the Servicing Agreement.

Recognition of EMC

3.       From and after the date hereof,  the Company shall  recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC  pursuant to the terms of the  Servicing  Agreement  (as  modified  herein) as if EMC and the Company had entered  into a
separate servicing agreement for the servicing of the Mortgage Loans in the form of the Servicing  Agreement (as modified herein),  the
terms of which are incorporated herein by reference.

Assignment of Mortgage Loans and Recognition Agreement to Trustee

4.       The Company hereby  acknowledges  that EMC will assign certain of the Mortgage Loans and the Servicing  Agreement to Citibank,
N.A., as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage  Pass-Through  Certificates,  Series 2006-5 (the "Trustee"),  on
July 31,  2006  pursuant  to that  certain  Assignment,  Assumption  and  Recognition  Agreement,  dated as of July 31,  2006 (the "AAR
Agreement")  among EMC, the Trustee and the Company.  Company hereby  acknowledges and consents to the assignment by EMC to the Trustee
of all of EMC's rights  against  Company  pursuant to this  Recognition  Agreement and to the  enforcement  or exercise of any right or
remedy against Company  pursuant to this Recognition  Agreement by the Trustee,  to the extent such rights and remedies pertain to such
Mortgage  Loans.  Such  enforcement  of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy
had been  enforced or exercised by EMC  directly.  Notwithstanding  anything in this  Recognition  Agreement to the  contrary,  Company
acknowledges  and agrees that its obligation to service the Mortgage Loans affected by this  Recognition  Agreement is not  conditional
upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.

Representations, Warranties and Covenants

5.       EMC warrants and represents to Company as of the date hereof:

c.       EMC is a  corporation  duly  organized,  validly  existing  and in good  standing  under the laws of the  jurisdiction  of its
                           formation  and has full power and  authority  to execute,  deliver and  perform its  obligations  under this
                           Recognition  Agreement,  and to consummate  the  transactions  set forth  herein.  The  consummation  of the
                           transactions  contemplated  by this  Recognition  Agreement is in the ordinary  course of EMC's business and
                           will not  conflict  with,  or result in a breach of, any of the terms,  conditions  or  provisions  of EMC's
                           charter or by-laws or any legal  restriction,  or any material agreement or instrument to which EMC is now a
                           party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or
                           decree to which EMC or its  property is subject.  The  execution,  delivery and  performance  by EMC of this
                           Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  action on the part of EMC.  This  Recognition  Agreement has been duly executed
                           and delivered by EMC and, upon the due  authorization,  execution and delivery by Company,  will  constitute
                           the valid and legally binding obligation of EMC enforceable  against EMC in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

d.       No material  consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any governmental
                           entity is required to be obtained or made by EMC in connection  with the execution,  delivery or performance
                           by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.

6.       Company warrants and represents to, and covenants with, EMC as of the date hereof:

e.       Attached hereto as Attachment 5 is a true and accurate copy of the Servicing Agreement;

f.       Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                           and has all  requisite  power and  authority  to service the  Mortgage  Loans and  otherwise  to perform its
                           obligations under the Servicing Agreement and this Recognition Agreement;

g.       Company has full  corporate  power and  authority  to execute,  deliver and  perform its  obligations  under this  Recognition
                           Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the  transactions
                           contemplated  by this  Recognition  Agreement is in the ordinary  course of Company's  business and will not
                           conflict  with, or result in a breach of, any of the terms,  conditions or provisions of Company's  articles
                           of incorporation or any legal  restriction,  or any material agreement or instrument to which Company is now
                           a party or by which it is bound, or result in the violation of any law, rule,  regulation,  order,  judgment
                           or decree to which Company or its property is subject.  The execution,  delivery and  performance by Company
                           of this Recognition Agreement and the consummation by it of the transactions  contemplated hereby, have been
                           duly authorized by all necessary  corporate action on the part of Company.  This  Recognition  Agreement has
                           been duly executed and  delivered by Company,  and,  upon the due  authorization,  execution and delivery by
                           EMC, will constitute the valid and legally  binding  obligation of Company,  enforceable  against Company in
                           accordance  with  its  terms  except  as  enforceability  may  be  limited  by  bankruptcy,  reorganization,
                           insolvency,  moratorium  or other  similar  laws now or hereafter in effect  relating to  creditors'  rights
                           generally,  and by general  principles  of equity  regardless of whether  enforceability  is considered in a
                           proceeding in equity or at law; and

h.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.



Modification of the Servicing Agreement

7.       The following definitions are added to Article I of the Servicing Agreement:

            Assignee:  Citibank,  N.A.,  as trustee for the holders of Bear Steams  ALT-A  Trust  2006-5,  Mortgage  Pass-Through
         Certificates, Series 2006-5.

            Master Servicer:  Wells Fargo Bank, National  Association,  or its successors in interest who meet the qualifications
         of the Pooling and Servicing Agreement and this Agreement.

            Pooling and Servicing  Agreement:  That certain  pooling and  servicing  agreement,  dated as of July 1, 2006,  among
         Structured Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and the Owner.

            Trustee:  Citibank,  N.A.,  or its  successor  in interest,  or any  successor  trustee  appointed as provided in the
         Pooling and Servicing Agreement.


Miscellaneous

8.       Notwithstanding  anything to the contrary  contained  herein or in the  Servicing  Agreement,  Company  acknowledges  that the
Mortgage  Loans may be part of a REMIC or multiple  REMICs and hereby  agrees that in no event will it service the Mortgage  Loans in a
manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the  imposition  of a tax upon any such  intended
REMIC  (including  but not limited to the tax on prohibited  transactions  as defined in Section  860F(a)(2) of the Code and the tax on
contributions  to a REMIC set forth in Section  860G(d) of the Code).  It is the  intention  of EMC and Company  that this  Recognition
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.

9.       All demands,  notices and communications  related to the Mortgage Loans and this Recognition Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:

                  a.       In the case of Company,

                           GMAC Mortgage Corporation
                           500 Enterprise Road
                           Horsham, Pennsylvania 19044
                           Attention:  Mr. Frank Ruhl
                           Telecopier No.: (215) 682-3396

                  b.       In the case of EMC,

                           EMC Mortgage Corporation
                           MacArthur Ridge II
                           909 Hidden Ridge Drive, Suite 200
                           Irving, Texas 75038
                           Attention: Ralene Ruyle
                           Telecopy: (972) 444-2810

10.      Each  party will pay any  commissions  it has  incurred  and the  reasonable  fees of its  attorneys  in  connection  with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.

11.      This  Recognition  Agreement  shall be  construed  in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

12.      No term or  provision  of this  Recognition  Agreement  may be waived or modified  unless such  waiver or  modification  is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

13.      This  Recognition  Agreement shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Company or EMC may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed Company or EMC,
respectively, hereunder.

14.      This Recognition  Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the Servicing  Agreement
and this Recognition  Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition  Agreement and the AAR
Agreement.

15.      This Recognition Agreement may be executed  simultaneously in any number of counterparts.  Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.

16.      In the event that any provision of this  Recognition  Agreement  conflicts with any provision of the Servicing  Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.



         IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.




                                                     EMC MORTGAGE CORPORATION


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                     GMAC MORTGAGE CORPORATION


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                             ATTACHMENT 1

                                                        2002-11 MORTGAGE LOANS


                                                       (Available upon request)



                                                             ATTACHMENT 2

                                                         2002-5 MORTGAGE LOANS


                                                       (Available upon request)



                                                             ATTACHMENT 3

                                                        2002-10 MORTGAGE LOANS


                                                       (Available upon request)



                                                             ATTACHMENT 4

                                                        2002-11 MORTGAGE LOANS


                                                       (Available upon request)



                                                             ATTACHMENT 5

                                                          SERVICING AGREEMENT


                                                       (Available upon request)




                                                                                                                            EXHIBIT I-4



                                                         RECOGNITION AGREEMENT

         This is a Recognition  Agreement (this  "Recognition  Agreement")  made as of July 1, 2006,  between EMC Mortgage  Corporation
(the "EMC") and IndyMac Bank, F.S.B. (the "Company").

         WHEREAS,  the mortgage  loans  identified  on  Attachment  1 hereto (the  "Mortgage  Loans") were  acquired by EMC through the
exercise of an optional  redemption  right held by EMC in connection  with the Bear Stearns ALT-A Trust 2003-1,  Mortgage  Pass-Through
Certificates, Series 2003-1; and

         WHEREAS,  the Company  agreed to service the Mortgage Loans in accordance  with the terms and  conditions of Master  Purchase,
Warranties and Servicing Agreement, dated as of August 1, 2001, between the Assignor and the Company (the "PWS Agreement").

         In consideration of the mutual promises and agreements  contained herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties  hereto agree that the Mortgage Loans shall be subject to the
terms of this  Recognition  Agreement.  Any capitalized  term used and not otherwise  defined herein shall have the meaning assigned to
such term in the PWS Agreement.

         Recognition of EMC

    1. From and after the date hereof, the Company shall recognize EMC as owner of the Mortgage Loans and will service the Mortgage
  Loans for EMC pursuant to the terms of the PWS Agreement (as modified herein) as if EMC and the Company had entered into a separate
 servicing agreement for the servicing of the Mortgage Loans in the form of the PWS Agreement (as modified herein), the terms of which
                                                 are incorporated herein by reference.

         Assignment of Mortgage Loans and Recognition Agreement to Trustee

    2. The Company hereby acknowledges that EMC will assign certain of the Mortgage Loans and the PWS Agreement to Citibank, N.A.,
  as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series 2006-5 (the "Trustee"), on July
  31, 2006 pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of July 31, 2006 (the "AAR Agreement")
  among EMC, the Trustee and the Company. Company hereby acknowledges and consents to the assignment by EMC to the Trustee of all of
 EMC's rights against Company pursuant to this Recognition Agreement and to the enforcement or exercise of any right or remedy against
 Company pursuant to this Recognition Agreement by the Trustee, to the extent such rights and remedies pertain to such Mortgage Loans.
 Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced
 or exercised by EMC directly. Notwithstanding anything in this Recognition Agreement to the contrary, Company acknowledges and agrees
   that its obligation to service the Mortgage Loans affected by this Recognition Agreement is not conditional upon EMC's subsequent
                                           assignment of the Mortgage Loans to the Trustee.

         Representations, Warranties and Covenants

                                   3. EMC warrants and represents to Company as of the date hereof:

                  a.       EMC is a  corporation  duly  organized,  validly  existing  and in  good  standing  under  the  laws  of the
                           jurisdiction  of its  formation  and has full power and  authority  to  execute,  deliver  and  perform  its
                           obligations  under this Recognition  Agreement,  and to consummate the  transactions  set forth herein.  The
                           consummation of the  transactions  contemplated by this  Recognition  Agreement is in the ordinary course of
                           EMC's  business  and will not  conflict  with,  or result in a breach of, any of the  terms,  conditions  or
                           provisions of EMC's charter or by-laws or any legal restriction,  or any material agreement or instrument to
                           which EMC is now a party or by which it is bound,  or result in the violation of any law, rule,  regulation,
                           order,  judgment or decree to which EMC or its property is subject. The execution,  delivery and performance
                           by EMC of this Recognition  Agreement and the consummation by it of the  transactions  contemplated  hereby,
                           have been duly authorized by all necessary  action on the part of EMC. This  Recognition  Agreement has been
                           duly executed and delivered by EMC and, upon the due authorization,  execution and delivery by Company, will
                           constitute the valid and legally binding  obligation of EMC  enforceable  against EMC in accordance with its
                           terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or
                           other  similar laws now or hereafter  in effect  relating to  creditors'  rights  generally,  and by general
                           principles  of equity  regardless  of whether  enforceability  is considered in a proceeding in equity or at
                           law; and

                  b.       No material consent,  approval, order or authorization of, or declaration,  filing or registration with, any
                           governmental entity is required to be obtained or made by EMC in connection with the execution,  delivery or
                           performance  by  EMC  of  this  Recognition  Agreement,  or  the  consummation  by  it of  the  transactions
                           contemplated hereby.

                         4. Company warrants and represents to, and covenants with, EMC as of the date hereof:

                  a.       Attached hereto as Attachment 2 is a true and accurate copy of the PWS Agreement;

                  b.       Company is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its
                           incorporation,  and has all  requisite  power and  authority to service the Mortgage  Loans and otherwise to
                           perform its obligations under the PWS Agreement and this Recognition Agreement;

                  c.       Company has full corporate power and authority to execute,  deliver and perform its  obligations  under this
                           Recognition  Agreement,  and to consummate  the  transactions  set forth  herein.  The  consummation  of the
                           transactions  contemplated by this Recognition Agreement is in the ordinary course of Company's business and
                           will not conflict  with,  or result in a breach of, any of the terms,  conditions or provisions of Company's
                           charter or by-laws or any legal  restriction,  or any material  agreement or  instrument to which Company is
                           now a party or by which it is  bound,  or result  in the  violation  of any law,  rule,  regulation,  order,
                           judgment or decree to which Company or its property is subject.  The execution,  delivery and performance by
                           Company of this Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,
                           have been duly  authorized  by all  necessary  corporate  action on the part of  Company.  This  Recognition
                           Agreement has been duly executed and delivered by Company,  and, upon the due  authorization,  execution and
                           delivery by EMC, will constitute the valid and legally binding  obligation of Company,  enforceable  against
                           Company in accordance with its terms except as enforceability may be limited by bankruptcy,  reorganization,
                           insolvency,  moratorium  or other  similar  laws now or hereafter in effect  relating to  creditors'  rights
                           generally,  and by general  principles  of equity  regardless of whether  enforceability  is considered in a
                           proceeding in equity or at law; and

                  d.       No  consent,  approval,  order or  authorization  of, or  declaration,  filing  or  registration  with,  any
                           governmental  entity is  required  to be  obtained  or made by Company  in  connection  with the  execution,
                           delivery  or  performance  by  Company  of this  Recognition  Agreement,  or the  consummation  by it of the
                           transactions contemplated hereby.

         Modification of PWS Agreement

         5.       The Company and the Assignor hereby amend the PWS Agreement as follows with respect to the Mortgage Loans assigned
to the Assignee:

         The following definitions are added or amended to Article I of the PWS Agreement:

         Assignee:   Citibank,  N.A.,  as  trustee  for  the  holders  of  Bear  Stearns  ALT-A  Trust  2006-5,  Mortgage  Pass-Through
Certificates, Series 2006-5.

         Business Day: Any day other than:  (i) a Saturday or Sunday,  or (ii) a legal  holiday in the States of New York,  California,
Maryland or Minnesota,  or (iii) a day on which banks in the States of New York,  California,  Maryland or Minnesota are  authorized or
obligated by law or executive order to be closed.

         Commission or SEC:  The Securities and Exchange Commission.

         Custodial Account:  Each separate account or accounts created and maintained  pursuant to Section 4.04 which shall be entitled
"IndyMac Bank,  F.S.B., in trust for the Trustee,  on behalf of the holders of Bear Stearns ALT-A Trust 2006-5,  Mortgage  Pass-Through
Certificates,  Series 2006-5" and shall be established in an Eligible  Account,  in the name of the Person that is the "Purchaser" with
respect to the related Mortgage Loans.

         Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

         Exchange Act:  The Securities Exchange Act of 1934, as amended.

         Master Servicer:  Wells Fargo Bank,  National  Association,  or its successors in interest who meet the  qualifications of the
Pooling and Servicing Agreement and this Agreement.

         Nonrecoverable  Advance:  Any portion of a Monthly Advance or Servicing Advance  previously made or proposed to be made by the
Company pursuant to this Agreement,  that, in the good faith judgment of the Company,  will not or, in the case of a proposed  advance,
would not, be  ultimately  recoverable  by it from the related  Mortgagor  or the related  Liquidation  Proceeds,  Insurance  Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.

         Pass-Through  Transfer:  Any  transaction  involving  either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly  offered or privately  placed,  rated or unrated
mortgage-backed  securities or (2) an issuance of publicly offered or privately placed,  rated or unrated  securities,  the payments on
which are determined  primarily by reference to one or more portfolios of residential  mortgage loans consisting,  in whole or in part,
of some or all of the Mortgage Loans.

         Pooling and Servicing  Agreement:  That certain pooling and servicing  agreement,  dated as of June 1, 2006,  among Structured
Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and the Owner.

         Prepayment  Charge:  With respect to any Mortgage  Loan,  the charges or premiums,  if any, due in  connection  with a full or
partial prepayment of such Mortgage Loan in accordance with the terms thereof.

         Prepayment  Period:  As to any Remittance Date, (a) in the case of Full Principal  Prepayments,  the period  commencing on the
2nd day of the month  prior to the month in which the  related  Remittance  Date occurs and ending on the 1st day of the month in which
such Remittance Date occurs, and (b) in the case of Partial Principal Prepayments, the preceding calendar month.

         REMIC  Provisions:  The  provisions  of the federal  income tax law relating to REMICs,  which appear at Sections 860A through
8606 of the Code, and related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

         Regulation AB: Subpart  229.1100 – Asset Backed  Securities  (Regulation AB), 17 C.F.R.  §§229.1100-229.1123,  as amended from
time to time, and subject to such  clarification  and  interpretation  as have been provided by the Commission in the adopting  release
(Asset-Backed  Securities,  Securities  Act Release No.  33-8518,  70 Fed.  Reg.  1,506,  1,531 (Jan.  7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.

         Securities Act:  The Securities Act of 1933, as amended.

         Securitization  Transaction:  Any  transaction  involving  either (1) a sale or other  transfer of some or all of the Mortgage
Loans  directly or indirectly to an issuing entity in connection  with an issuance of publicly  offered or privately  placed,  rated or
unrated  mortgage-backed  securities  or (2) an issuance of publicly  offered or privately  placed,  rated or unrated  securities,  the
payments on which are determined  primarily by reference to one or more portfolios of residential  mortgage loans consisting,  in whole
or in part, of some or all of the Mortgage Loans.

         Servicing Criteria:  As of any date of determination,  the "servicing  criteria" set forth in Item 1122(d) of Regulation AB, a
summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit L for convenience of reference only. In the
event of a conflict or  inconsistency  between the terms of Exhibit L and the text of Item 1122(d) of  Regulation  AB, the text of Item
1122(d) of Regulation AB shall control (or those Servicing  Criteria  otherwise  mutually  agreed to by the Purchaser,  the Company and
any Person that will be responsible for signing any Sarbanes  Certification  with respect to a  Securitization  Transaction in response
to evolving interpretations of Regulation AB and incorporated into a revised Exhibit L).

         Servicing Fee Rate:  0.375% per annum.

         Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.

         Subcontractor:  Any vendor,  subcontractor  or other Person that is not responsible for the overall  servicing (as "servicing"
is commonly  understood by participants in the  mortgage-backed  securities market) of Mortgage Loans but performs one or more discrete
functions  identified in Item 1122(d) of  Regulation AB with respect to Mortgage  Loans under the direction or authority of the Company
or a Subservicer.

         Subservicer:  Any Person that services  Mortgage Loans on behalf of the Company or any  Subservicer and is responsible for the
performance  (whether directly or through  Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this  Agreement or any  Reconstitution  Agreement  that are identified in Item 1122(d) of
Regulation AB.

         Trustee:  Citibank,  N.A., or its successor in interest,  or any  successor  trustee  appointed as provided in the Pooling and
Servicing Agreement.

         The Standard & Poor's rating of "A2" in the definition of Eligible Account is hereby replaced with "AA".

         The following is added as Section 2.09 of the Servicing Agreement:

                  "Section 2.09     Waiver of Prepayment Charges

                  The Company shall not waive (or permit a subservicer to waive) any Prepayment Charge unless:  (i) the  enforceability
         thereof  shall have been limited by  bankruptcy,  insolvency,  moratorium,  receivership  and other  similar laws  relating to
         creditors' rights generally,  (ii) the enforcement  thereof is illegal,  or any local,  state or federal agency has threatened
         legal action if the  prepayment  penalty is enforced,  (iii) the  mortgage  debt has been  accelerated  in  connection  with a
         foreclosure or other  involuntary  payment or (iv) such waiver is standard and customary in servicing  similar  Mortgage Loans
         and relates to a default or a reasonably  foreseeable default and would, in the reasonable  judgment of the Company,  maximize
         recovery of total  proceeds  taking into account the value of such  Prepayment  Charge and the related  Mortgage  Loan.  In no
         event will the Company waive a Prepayment  Charge in connection  with a refinancing  of a Mortgage Loan that is not related to
         a default or a reasonably  foreseeable  default.  If a Prepayment Charge is waived, but does not meet the standards  described
         above,  then the Company is required to pay the amount of such waived  Prepayment  Charge by  depositing  such amount into the
         Custodial Account by the immediately succeeding Remittance Date."

         Section 3.01(k) of the PWS Agreement is deleted in its entirety and replaced with the following:

                  (k)      Company has delivered to the Purchaser  financial  statements of its parent or predecessor in interest,  for
         its last two complete fiscal years.  All such financial  information  fairly presents the pertinent  results of operations and
         financial  position for the period  identified and has been prepared in accordance with GAAP consistently  applied  throughout
         the  periods  involved,  except as set forth in the notes  thereto.  There has been no change in the  servicing  policies  and
         procedures,  business,  operations,  financial condition,  properties or assets of the Company since the date of the Company's
         financial  information  that would have a material  adverse  effect on its  ability  to  perform  its  obligations  under this
         Agreement;

         The following is added as Section 3.01(m) of the PWS Agreement:

                  (m)      As of the date of each Pass-Through  Transfer,  and except as has been otherwise disclosed to the Purchaser,
         any Master Servicer and any Depositor:  (1) no default or servicing related  performance  trigger has occurred as to any other
         securitization  due to any act or failure to act of the  Company;  (2) no material  noncompliance  with  applicable  servicing
         criteria  as to any other  securitization  has been  disclosed  or  reported  by the  Company;  (3) the  Company  has not been
         terminated as servicer in a residential mortgage loan  securitization,  either due to a servicing default or to application of
         a servicing  performance  test or trigger;  (4) no material  changes to the Company's  servicing  policies and  procedures for
         similar loans has occurred in the preceding three years;  (5) there are no aspects of the Company's  financial  condition that
         could have a material  adverse impact on the performance by the Company of its obligations  hereunder;  (6) there are no legal
         proceedings  pending, or known to be contemplated by governmental  authorities,  against the Company that could be material to
         investors  in the  securities  issued in such  Pass-Through  Transfer;  and (7) there are no  affiliations,  relationships  or
         transactions relating to the Company of a type that are described under Item 1119 of Regulation AB.

         The following is added as Section 3.01(n) of the PWS Agreement:

                  (n)      If so requested by the Purchaser or any Depositor on any date, the Company shall,  within five Business Days
         following such request,  confirm in writing the accuracy of the  representations  and warranties set forth in Section  3.01(m)
         of this  Section  or,  if any such  representation  and  warranty  is not  accurate  as of the date of such  request,  provide
         reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.

         The following is added as Section 3.01(o) of the PWS Agreement:

                  (o)      Notwithstanding  anything  to the  contrary  in the  Agreement,  the  Company  shall  (or shall  cause  each
         Subservicer  to) (i)  immediately  notify the Purchaser,  any Master Servicer and any Depositor in writing of (A) any material
         litigation or governmental  proceedings  pending against the Company or any Subservicer (B) any  affiliations or relationships
         that develop  following the closing date of a  Pass-Through  Transfer  between the Company or any  Subservicer  and any of the
         parties  specified  in clause  (7) of  paragraph  (m) of this  Section  (and any other  parties  identified  in writing by the
         requesting  party) with respect to such Pass-Through  Transfer,  (C) any Event of Default under the terms of this Agreement or
         any Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially all of the assets of the Company,  and
         (E) the Company's  entry into an agreement with a Subservicer to perform or assist in the  performance of any of the Company's
         obligations  under this  Agreement or any  Reconstitution  Agreement  and (ii) provide to the  Purchaser  and any  Depositor a
         description of such proceedings, affiliations or relationships.

         Each  notice/update  regarding  Regulation  AB should be sent to the  Assignor by e-mail to  regABnotifications@bear.com.  All
notification pursuant to this Section 3.01(o), other than those pursuant to Section 3.01(o)(i)(A), should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, Texas 75067
         Attention: Conduit Seller Approval Dept.
         Facsimile: (214) 626-3751
         Email: sellerapproval@bear.com

         With a copy to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         Notifications pursuant to Section 3.01(o)(i)(A) should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, Texas 75067
         Attention: President or General Counsel
         Facsimile: (469)759-4714

         With copies to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, Texas 75067
         Attention: Conduit Seller Approval Dept.
         Facsimile: (214) 626-3751
         Email: sellerapproval@bear.com

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         The following is added as Section 3.01(p) of the PWS Agreement :

                  (p)      As a condition to the succession to the Company or any  Subservicer  as servicer or  subservicer  under this
         Agreement  or any  Reconstitution  Agreement  by any Person (i) into which the  Company or such  Subservicer  may be merged or
         consolidated,  or (ii) which may be appointed as a successor to the Company or any  Subservicer,  the Company shall provide to
         the  Purchaser,  any  Master  Servicer  and any  Depositor,  at least 15  calendar  days prior to the  effective  date of such
         succession or  appointment,  (x) written notice to the Purchaser,  any Master Servicer and any Depositor of such succession or
         appointment and (y) in writing and in form and substance  reasonably  satisfactory  to the Purchaser,  any Master Servicer and
         such  Depositor,  all  information  reasonably  requested by the Purchaser,  any Master  Servicer or any Depositor in order to
         comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

         The following is added as Section 3.02(ddd) of the PWS Agreement:

                  (ddd)    With  respect to each  Mortgage  Loan,  information  regarding  the borrower  credit  files  related to such
         Mortgage Loan has been furnished to credit  reporting  agencies in compliance with the provisions of the Fair Credit Reporting
         Act and the applicable implementing regulations.

         The following is added after the first sentence in Section 4.01 of the PWS Agreement:

         In addition,  the Company  shall  furnish  information  regarding  the borrower  credit files related to such Mortgage Loan to
credit  reporting  agencies  in  compliance  with the  provisions  of the Fair Credit  Reporting  Act and the  applicable  implementing
regulations.

         The following are added as the last three paragraphs of Section 4.01 of the PWS Agreement:

                  "Notwithstanding  anything in this Agreement to the contrary, the Servicer (a) shall not permit any modification with
         respect to any  Mortgage  Loan that would  change the  Mortgage  Interest  Rate and (b) shall not (unless the  Mortgagor is in
         default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer,  reasonably  foreseeable)  make
         or permit any  modification,  waiver or amendment  of any term of any Mortgage  Loan that would both (i) effect an exchange or
         reissuance  of such Mortgage Loan under Section 1001 of the Code (or Treasury  regulations  promulgated  thereunder)  and (ii)
         cause any REMIC to fail to qualify as a REMIC under the Code or the  imposition  of any tax on  "prohibited  transactions"  or
         "contributions" after the startup date under the REMIC Provisions.

                  Prior to taking any action  with  respect to the  Mortgage  Loans which is not  contemplated  under the terms of this
         Agreement,  the  Servicer  will obtain an Opinion of Counsel  acceptable  to the Trustee  with  respect to whether such action
         could result in the  imposition of a tax upon any REMIC  (including but not limited to the tax on prohibited  transactions  as
         defined in Section  860F(a)(2) of the Code and the tax on  contributions  to a REMIC set forth in Section 860G(d) of the Code)
         (either such event,  an "Adverse  REMIC  Event"),  and the Servicer  shall not take any such action or cause the Trust Fund to
         take any such action as to which it has been advised that an Adverse REMIC Event could occur.

                  The  Servicer  shall not permit the creation of any  "interests"  (within the meaning of Section 8606 of the Code) in
         any REMIC.  The Servicer shall not enter into any  arrangement by which a REMIC will receive a fee or other  compensation  for
         services  nor permit a REMIC to  receive  any income  from  assets  other  than  "qualified  mortgages"  as defined in Section
         860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.

         The following is added as Subsection 4.05(ix) of the PWS Agreement:

                  (ix)     to reimburse itself for any Nonrecoverable Advances;

         Section 5.02 of the PWS Agreement is hereby deleted in its entirety and replaced with the following:

         Section 5.02      Statements to the Purchaser.

                  The Company shall  furnish to Purchaser an individual  loan  accounting  report,  as of the last Business Day of each
         month, in the Company's  assigned loan number order to document Mortgage Loan payment activity on an individual  Mortgage Loan
         basis.  With respect to each month,  the  corresponding  individual loan accounting  report shall be received by the Purchaser
         no later  than the tenth  Business  Day of the  following  month on a disk or tape or other  computer-readable  format in such
         format as may be mutually agreed upon by both Purchaser and Company, and shall contain the following:

                  (i)      with respect to each Mortgage  Loan and each Monthly  Payment,  the amount  received on account of principal
         (including a separate  breakdown of any  Principal  Prepayment,  including  the date of such  prepayment,  and any  prepayment
         penalties or premiums,  along with a detailed report of interest on principal  prepayment  amounts remitted in accordance with
         Section 4.04);

                  (ii)     with respect to each Mortgage Loan and each Monthly Payment, the amount received on account of interest;

                  (iii)    with respect to each Mortgage Loan, the amount of servicing  compensation received by the Company during the
         prior distribution period;

                  (iv)     the Stated  Principal  Balance of each  Mortgage  Loan and the  aggregate  Stated  Principal  Balance of all
         Mortgage Loans as of the first day of the distribution period and the last day of the distribution period;

                  (v)      with respect to each Mortgage Loan, the current Mortgage Interest Rate;

                  (vi)     with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,  Condemnation  Proceeds,
         Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;

                  (vii)    with respect to each Mortgage Loan, the amount of any Prepayment  Interest Shortfalls paid by the Company in
         accordance with Section 4.04(viii) during the prior distribution period;

                  (viii)   the beginning and ending balances of the Custodial Account and Escrow Account;

                  (ix)     the  number  of  Mortgage  Loans as of the  first  day of the  distribution  period  and the last day of the
         distribution period;

                  (x)      with respect to each Mortgage  Loan,  the Stated  Principal  Balance of each Mortgage Loan (a) delinquent as
         grouped in the following  intervals  through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or
         more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired;

                  (xi)     with respect to each Mortgage Loan,  the amount and severity of any realized loss  following  liquidation of
         such Mortgage Loan;

                  (xii)    with respect to each Mortgage Loan, and in the aggregate for all Mortgage  Loans,  the amount of any Monthly
         Advances made by the Company during the prior distribution period;

                  (xiii)   with respect to each  Mortgage  Loan,  a  description  of any  Servicing  Advances  made by the Company with
         respect to such Mortgage Loan including the amount,  terms and general purpose of such Servicing  Advances,  and the aggregate
         amount of Servicing Advances for all Mortgage Loans during the prior distribution period;

                  (xiv)    with respect to each Mortgage  Loan, a description of any  Nonrecoverable  Advances made by the Company with
         respect to such Mortgage  Loan  including  the amount,  terms and general  purpose of such  Nonrecoverable  Advances,  and the
         aggregate amount of Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;

                  (xv)     with  respect to each  Mortgage  Loan,  a  description  of any  Monthly  Advances,  Servicing  Advances  and
         Nonrecoverable  Advances  reimbursed to the Company with respect to such Mortgage  Loan during the prior  distribution  period
         pursuant to Section 4.05, and the source of funds for such  reimbursement,  and the aggregate amount of any Monthly  Advances,
         Servicing  Advances  and  Nonrecoverable  Advances  reimbursed  to the  Company  for  all  Mortgage  Loans  during  the  prior
         distribution period pursuant to Section 4.05;

                  (xvi)    with respect to any Mortgage  Loan, a description  of any material  modifications,  extensions or waivers to
         the terms, fees,  penalties or payments of such Mortgage Loan during the prior  distribution  period or that have cumulatively
         become material over time;

                  (xvii)   a description of any material  breach of a  representation  or warranty set forth in Section 3.01 or Section
         3.02 herein or of any other  breach of a covenant  or  condition  contained  herein and the status of any  resolution  of such
         breach;

                  (xviii)  with respect to each Mortgage Loan, the Stated  Principal  Balance of any substitute  Mortgage Loan provided
         by the Company and the Stated Principal  Balance of any Mortgage Loan that has been replaced by a substitute  Mortgage Loan in
         accordance with Section 3.03 herein;

                  (xix)    with  respect to each  Mortgage  Loan,  the Stated  Principal  Balance  of any  Mortgage  Loan that has been
         repurchased by the Company in accordance with Section 3.03 herein.

         In addition,  the Company  shall  provide to the Purchaser  such other  information  known or available to the Company that is
necessary in order to provide the  distribution  and pool  performance  information  as required  under Item 1121 of Regulation  AB, as
amended from time to time,  as determined by the  Purchaser in its sole  discretion.  The Company shall also provide a monthly  report,
in the form of Exhibit E hereto,  or such other form as is mutually  acceptable to the Company,  the Purchaser and any Master Servicer,
Exhibit O with  respect  to  defaulted  mortgage  loans and  Exhibit  P, with  respect to  realized  losses  and gains,  with each such
report.

         The Company  shall  prepare and file any and all  information  statements  or other  filings  required to be  delivered to any
governmental  taxing  authority or to Purchaser  pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated  hereby.  In addition,  the Company shall provide  Purchaser  with such  information  concerning  the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.

         In addition,  not more than sixty (60) days after the end of each calendar  year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual  statement in accordance with the  requirements  of applicable  federal
income tax law as to the aggregate of remittances for the applicable portion of such year.

         Section 6.04 of the PWS Agreement is deleted in its entirety and replaced with the following:

         Section 6.04      Annual Statement as to Compliance; Annual Certification.

                  (a)      The Company will deliver to the Purchaser and any Master  Servicer,  using its best efforts by March 1st but
         in no event later than March 15th of each  calendar  year  beginning  in 2007,  an  Officers'  Certificate  acceptable  to the
         Purchaser and each Master Servicer (an "Annual Statement of Compliance")  stating,  as to each signatory  thereof,  that (i) a
         review of the  activities of the Company during the preceding  calendar year and of performance  under this Agreement or other
         applicable  servicing  agreement  has been  made  under  such  officers'  supervision  and (ii) to the best of such  officers'
         knowledge,  based on such review,  the Company has fulfilled all of its obligations  under this Agreement or other  applicable
         servicing  agreement  in all  material  respects  throughout  such year,  or, if there has been a failure to fulfill  any such
         obligation  in any material  respect,  specifying  each such  failure  known to such officer and the nature and status of cure
         provisions  thereof.  Such Annual  Statement of Compliance  shall contain no restrictions or limitations on its use. Copies of
         such  statement  shall be provided by the Company to the  Purchaser  upon  request and by the  Purchaser  upon  request to any
         Person  identified  as a  prospective  purchaser  of the  Mortgage  Loans.  In the event that the  Company has  delegated  any
         servicing  responsibilities  with respect to the  Mortgage  Loans to a  Subservicer,  the Company  shall  deliver an officer's
         certificate (an "Annual  Certification")  of the  Subservicer as described  above as to each  Subservicer as and when required
         with respect to the Company.

                  (b)      With respect to any Mortgage Loans that are the subject of a Pass-Through  Transfer,  using its best efforts
         by March 1st but in no event later than March 15th of each  calendar  year  beginning in 2007, an officer of the Company shall
         execute and deliver an  Officers'  Certificate  (an "Annual  Certification")  to the  Purchaser,  any Master  Servicer and any
         related  Depositor  addressed  to and for the  benefit of each such  entity and such  entity's  affiliates  and the  officers,
         directors  and agents of any such  entity  and such  entity's  affiliates,  in the form  attached  hereto as Exhibit K. In the
         event that the Company has delegated any servicing  responsibilities  with respect to the Mortgage  Loans to a Subservicer  or
         Subcontractor,  the Company shall deliver an Annual  Certification  of the Subservicer or  Subcontractor as described above as
         to each Subservicer or Subcontractor as and when required with respect to the Company.


         Failure of the Company to timely  comply with this  Section 6.04 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  unless  otherwise  agreed by the  Purchaser  and the Person  signing the Form 10-K as set forth in
Section  6.04(c),  and Purchaser may, in addition to whatever  rights the Purchaser may have under Sections 3.03 and 8.01 and at law or
equity or to damages,  including  injunctive relief and specific  performance,  terminate all the rights and obligations of the Company
under this  Agreement  and in and to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the same, as
provided  in Section  9.01.  Such  termination  shall be  considered  with cause  pursuant  to Section  10.01 of this  Agreement.  This
paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

         Section 6.05 of the PWS Agreement is deleted in its entirety and replaced with the following:

         Section 6.05      [Reserved].

         Section 6.07 of the PWS Agreement is deleted in its entirety and replaced with the following:

         Section 6.07      Assessment of Compliance with Servicing Criteria.

         On and after June 1, 2006,  the  Company  shall  service  and  administer,  and shall  cause each  subservicer  to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With  respect to any  Mortgage  Loans that are the  subject of a  Pass-Through  Transfer,  the  Company  shall  deliver to the
Purchaser  or its  designee,  any Master  Servicer  and any  Depositor,  using its best efforts by March 1st but in no event later than
March  15th of each  calendar  year  beginning  in 2007,  a report (an  "Assessment  of  Compliance")  reasonably  satisfactory  to the
Purchaser,  any Master Servicer and any Depositor  regarding the Company's  assessment of compliance with the Servicing Criteria during
the  preceding  calendar  year as  required  by Rules  13a-18  and 15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB, or as
otherwise required by the Master Servicer,  which as of the date hereof,  require a report by an authorized officer of the Company that
contains the following:

                  (a)      A statement by such officer of its  responsibility  for assessing  compliance  with the  Servicing  Criteria
         applicable to the Company;

                  (b)      A statement by such officer that such officer  used the  Servicing  Criteria to assess  compliance  with the
         Servicing Criteria applicable to the Company;

                  (c)      An assessment by such officer of the Company's  compliance  with the applicable  Servicing  Criteria for the
         period  consisting  of the preceding  calendar  year,  including  disclosure of any material  instance of  noncompliance  with
         respect  thereto  during  such  period,  which  assessment  shall be based on the  activities  it  performs  with  respect  to
         asset-backed  securities  transactions  taken as a whole involving the Company,  that are backed by the same asset type as the
         Mortgage Loans;

                  (d)      A statement  that a registered  public  accounting  firm has issued an  attestation  report on the Company's
         Assessment of Compliance for the period consisting of the preceding calendar year; and

                  (e)      A statement  as to which of the  Servicing  Criteria,  if any,  are not  applicable  to the  Company,  which
         statement shall be based on the activities it performs with respect to asset-backed  securities  transactions taken as a whole
         involving the Company, that are backed by the same asset type as the Mortgage Loans.

         Such report at a minimum shall address each of the Servicing Criteria  specified on a certification  substantially in the form
of Exhibit N hereto delivered to the Purchaser concurrently with the execution of this Agreement.

         With respect to any Mortgage  Loans that are the subject of a Pass-Through  Transfer,  using its best efforts by March 1st but
in no event  later than March 15th of each  calendar  year  beginning  in 2007,  the  Company  shall  furnish to the  Purchaser  or its
designee,  any Master Servicer and any Depositor a report (an "Attestation Report") by a registered public accounting firm that attests
to, and reports on, the  Assessment of Compliance  made by the Company,  as required by Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1122(b) of Regulation AB, or as otherwise  required by the Master Servicer,  which  Attestation  Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.

         The Company shall cause each  Subservicer,  and each  Subcontractor  determined by the Company pursuant to Section 11.19 to be
"participating  in the servicing  function"  within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser,  any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Section 6.07.

         Failure of the Company to timely  comply with this  Section 6.07 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  unless  otherwise  agreed to by the  Purchaser  and the Person  signing the Form 10-K as described
herein,  and Purchaser may, in addition to whatever  rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
to damages,  including injunctive relief and specific  performance,  terminate all the rights and obligations of the Company under this
Agreement  and in and to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the same, as provided in
Section 9.01.  Such  termination  shall be considered  with cause pursuant to Section 10.01 of this  Agreement.  This  paragraph  shall
supersede any other provision in this Agreement or any other agreement to the contrary.

         The following is added as Section 6.08 of the PWS Agreement:

         Section 6.08      Intent of the Parties; Reasonableness.

         The Purchaser and the Company  acknowledge and agree that a purpose of Sections  3.01(m),  5.02,  6.04, 6.07 and 11.18 of this
Agreement is to facilitate  compliance by the  Purchaser and any Depositor  with the  provisions of Regulation AB and related rules and
regulations of the  Commission.  None of the Purchaser,  any Master  Servicer or any Depositor  shall exercise its right to request (if
any  request is  required)  delivery of  information  or other  performance  under these  provisions  other than in good faith,  or for
purposes other than compliance  with the Securities  Act, the Exchange Act and the rules and regulations of the Commission  thereunder.
The Company  acknowledges that  interpretations  of the requirements of Regulation AB may change over time, whether due to interpretive
guidance  provided by the Commission or its staff,  consensus among  participants in the  asset-backed  securities  markets,  advice of
counsel,  or  otherwise,  and agrees to comply with  requests  made by the  Purchaser  or any  Depositor  in good faith for delivery of
information  under these  provisions on the basis of evolving  interpretations  of Regulation AB. In connection  with any  Pass-Through
Transfer,  the Company  shall  cooperate  fully with the  Purchaser  to deliver to the  Purchaser  (including  any of its  assignees or
designees) and any Depositor,  any and all statements,  reports,  certifications,  records and any other  information  necessary in the
good faith  determination  of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of
Regulation AB, together with such disclosures  relating to the Company,  any  Subservicer,  and the Mortgage Loans, or the servicing of
the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.

         The first  sentence of Section 9.01 of the PWS Agreement is deleted in its entirety and replaced with the following  (new text
underlined):

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in writing to the  Company  (or, in the case of an Event of Default for failure to comply  with  Section  6.04 and Section  6.07,  then
automatically  and without  notice) may, in addition to whatever  rights the Purchaser may have under Sections 3.03 and 8.01 and at law
or equity or to damages,  including  injunctive  relief and  specific  performance,  terminate  all the rights and  obligations  of the
Company (and if the Company is servicing  any of the Mortgage  Loans in a  Securitization  Transaction,  appoint a successor  servicer
reasonably  acceptable to any Master  Servicer for such  Securitization  Transaction)  under this  Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Company for the same.

         The following is added after the last paragraph of Section 9.01 of the PWS Agreement:

         The Company shall  promptly  reimburse the Purchaser  (or any designee of the  Purchaser,  such as a master  servicer) and any
Depositor,  as applicable,  for all reasonable  expenses  incurred by the Purchaser (or such designee) or such  Depositor,  as such are
incurred,  in  connection  with the  termination  of the Company as servicer and the  transfer of servicing of the Mortgage  Loans to a
successor  servicer.  The  provisions of this paragraph  shall not limit whatever  rights the Purchaser or any Depositor may have under
other provisions of this Agreement and/or any applicable  Reconstitution  Agreement or otherwise,  whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.

         The first sentence of Section 11.04 of the PWS Agreement is deleted in its entirety and replaced with the following:

         This Agreement  shall be governed by and construed in accordance  with the laws of the State of New York without giving effect
to principles of conflicts of laws and except to the extent preempted by Federal law.

         Section 11.18 of the PWS Agreement is deleted in its entirety and replaced with the following:


         Section 11.18.    Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Closing
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer,  an Assignment,  Assumption and  Recognition  Agreement  substantially  in the form of Exhibit D
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar  agreement in form and substance  reasonably  acceptable to the parties,  and in connection  with a  Pass-Through  Transfer,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater  obligations  on the part of Company than are  contained  in this  Agreement.  Notwithstanding  anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit J hereto.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the  Purchaser,  the Company agrees
(1) to cooperate  fully with the Purchaser and any  prospective  purchaser  with respect to all  reasonable  requests and due diligence
procedures;  (2) to  execute,  deliver  and  perform  all  Reconstitution  Agreements  required  by the  Purchaser;  (3) to restate the
representations  and warranties set forth in Section 3.01 and Section  3.02(bbb) of this Agreement as of the settlement or closing date
in connection with such Reconstitution (each, a "Reconstitution Date").

         In addition,  the Company  shall provide to such servicer or issuer,  as the case may be, and any other  participants  in such
Reconstitution:

         (i)      any and all  information  and  appropriate  verification  of  information  which may be  reasonably  available to the
Company,  whether  through  letters of its auditors and counsel or  otherwise,  as the  Purchaser or any such other  participant  shall
request upon reasonable demand;

         (ii)     such additional representations,  warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public  officials  or officers  of the Company as are  reasonably  agreed  upon by the Company and the  Purchaser  or any such other
participant;

         (iii)    within 5 Business Days after request by the Purchaser,  the  information  with respect to the Company (as originator)
of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the  requirements  of which has of the date
hereof is attached  hereto as Exhibit M for  convenience  of reference  only,  as determined  by Purchaser in its sole  discretion.  If
requested by the Purchaser, this will include information about the applicable credit-granting or underwriting criteria;

         (iv)     within 5 Business  Days after  request by the  Purchaser,  the Company shall  provide  Static Pool  Information  with
respect to the mortgage loans (of a similar type as the Mortgage  Loans,  as reasonably  identified by the Purchaser as provided below)
originated by the Company.  Such Static Pool  Information  shall be prepared by the Company on the basis of its reasonable,  good faith
interpretation of the requirements of Item  1105(a)(1)-(3)  and (c) of Regulation AB. To the extent that there is reasonably  available
to the Company  Static Pool  Information  with respect to more than one mortgage loan type,  the  Purchaser or any  Depositor  shall be
entitled to specify whether some or all of such information  shall be provided  pursuant to this paragraph.  The content of such Static
Pool  Information  may be in the form  customarily  provided  by the  Company,  and need not be  customized  for the  Purchaser  or any
Depositor.  Such Static Pool  Information  for each  vintage  origination  year or prior  securitized  pool,  as  applicable,  shall be
presented in increments no less  frequently  than quarterly  over the life of the mortgage  loans  included in the vintage  origination
year or prior  securitized  pool. The most recent  periodic  increment must be as of a date no later than 135 days prior to the date of
the prospectus or other offering  document in which the Static Pool  Information is to be included or  incorporated  by reference.  The
Static Pool Information  shall be provided in an electronic format that provides a permanent record of the information  provided,  such
as a portable  document format (pdf) file, or other such electronic format  reasonably  required by the Purchaser or the Depositor,  as
applicable;

         (v)      within 5 Business  Days after  request by the  Purchaser,  information  with respect to the Company (as  servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit M for  convenience  of reference  only, as determined  by Purchaser in its sole  discretion.  In the event that the Company has
delegated  any  servicing  responsibilities  with  respect to the  Mortgage  Loans to a  Subservicer,  the  Company  shall  provide the
information required pursuant to this clause with respect to the Subservicer;

         (vi)     within 5 Business Days after request by the Purchaser,

         (a) information  regarding any legal proceedings pending (or known to be contemplated)  against the Company (as originator and
as servicer)  and each other  originator  of the  Mortgage  Loans and each  Subservicer  as required by Item 1117 of  Regulation  AB, a
summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit M for  convenience  of reference  only,  as
determined by Purchaser in its sole discretion,

         (b) information  regarding  affiliations with respect to the Company (as originator and as servicer) and each other originator
of the Mortgage Loans and each  Subservicer as required by Item 1119(a) of Regulation AB, a summary of the  requirements of which as of
the date hereof is attached hereto as Exhibit M for  convenience of reference only, as determined by Purchaser in its sole  discretion,
and

         (c) information  regarding  relationships  and transactions  with respect the Company (as originator and as servicer) and each
other  originator  of the  Mortgage  Loans and each  Subservicer  with each of the  parties  specified  in an  exhibit  to the  related
Recognition  Agreement,  as required by Item 1119(b) and (c) of Regulation  AB, a summary of the  requirements  of which as of the date
hereof is attached hereto as Exhibit M for convenience of reference only, as determined by Purchaser in its sole discretion;

         (vii)    if so requested by the Purchaser,  the Company shall provide,  at the expense of the requesting  party (to the extent
of any  additional  incremental  expense  associated  with  delivery  pursuant to this  Agreement),  such  statements  and  agreed-upon
procedures letters of certified public accountants  reasonably acceptable to the Purchaser or Depositor,  as applicable,  pertaining to
Static Pool Information  relating to prior  securitized  pools for  securitizations  closed on or after June 1, 2006 or, in the case of
Static Pool  Information  with respect to the Company's  originations or purchases,  to calendar months  commencing June 1, 2006, or to
any financial  information  included in any other  disclosure  provided  under this Section  11.18,  as the Purchaser or such Depositor
shall  reasonably  request.  Such  statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser
or such Depositor shall designate,  which may include,  by way of example,  any Sponsor,  any Depositor and any broker dealer acting as
underwriter,  placement agent or initial purchaser with respect to a Pass-Through  Transfer.  Any such statement or letter may take the
form of a standard,  generally applicable document  accompanied by a reliance letter authorizing reliance by the addressees  designated
by the Purchaser or such Depositor;

         (viii)  For the  purpose  of  satisfying  the  reporting  obligation  under  the  Exchange  Act with  respect  to any class of
asset-backed  securities,  the Company  shall (or shall cause each  Subservicer  to) (i) provide  prompt notice to the  Purchaser,  any
Master Servicer and any Depositor in writing of (A) any material  litigation or governmental  proceedings  involving the Company or any
Subservicer,  (B) any affiliations or relationships  that develop  following the closing date of a Securitization  Transaction  between
the Company or any Subservicer  and any of the parties  specified in clause (D) of paragraph (a) of this Section (and any other parties
identified in writing by the  requesting  party) with respect to such  Securitization  Transaction,  (C) any Event of Default under the
terms of this Agreement or any Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially all of the assets of
the Company,  and (E) the Company's  entry into an agreement with a Subservicer  to perform or assist in the  performance of any of the
Company's  obligations  under this  Agreement or any  Reconstitution  Agreement  and (ii) provide to the  Purchaser and any Depositor a
description of such proceedings, affiliations or relationships;

         (ix) As a condition to the succession to the Company or any  Subservicer  as servicer or  subservicer  under this Agreement or
any  Reconstitution  Agreement  by any Person (i) into which the Company or such  Subservicer  may be merged or  consolidated,  or (ii)
which may be  appointed  as a successor to the Company or any  Subservicer,  the Company  shall  provide to the  Purchaser,  any Master
Servicer,  and any Depositor,  at least 15 calendar days prior to the effective  date of such  succession or  appointment,  (x) written
notice to the Purchaser and any Depositor of such  succession or  appointment  and (y) in writing and in form and substance  reasonably
satisfactory to the Purchaser and such Depositor,  all information  reasonably  requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;

         (x) In addition to such  information  as the Company,  as servicer,  is obligated to provide  pursuant to other  provisions of
this  Agreement,  not later than ten days prior to the  deadline for the filing of any  distribution  report on Form 10-D in respect of
any  Securitization  Transaction  that includes any of the Mortgage  Loans serviced by the Company or any  Subservicer,  the Company or
such Subservicer, as applicable,  shall, to the extent the Company or such Subservicer has knowledge,  provide to the party responsible
for filing such report  (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along
with all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):

                           (A)      any material modifications,  extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); and

                           (B)      material  breaches of pool asset  representations  or warranties  or  transaction  covenants  (Item
1121(a)(12) of Regulation AB); and

                           (C)      any changes (such as  substitutions  or repurchases) in the composition of the pool assets that are
Mortgage  Loans  (other than in  connection  with a Mortgage  Loan  converting  into cash in  accordance  with its terms) and,  for any
Mortgage  Loans that become new pool assets,  any material  changes in the  solicitation,  credit-granting,  underwriting,  origination
procedures used to originate, acquire or select the new pool assets (Item 1121(a)(14) of Regulation AB); and

         (xi) The Company shall provide to the Purchaser,  any Master Servicer and any Depositor,  evidence of the authorization of the
person signing any  certification or statement,  copies or other evidence of Fidelity Bond Insurance and Errors and Omission  Insurance
policy,  financial  information  and reports,  and such other  information  related to the Company or any Subservicer or the Company or
such Subservicer's performance hereunder.

         In the event of a conflict or  inconsistency  between the terms of Exhibit M and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

         The Company shall indemnify the Purchaser,  each affiliate of the Purchaser,  and each of the following parties  participating
in a Pass-Through  Transfer:  each sponsor and issuing entity;  each Person  (including,  but not limited to, any Master  Servicer,  if
applicable)  responsible for the  preparation,  execution or filing of any report required to be filed with the Commission with respect
to such  Pass-Through  Transfer,  or for execution of a  certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer;  each broker dealer acting as underwriter,  placement agent or initial purchaser,  each
Person who controls  any of such parties or the  Depositor  (within the meaning of Section 15 of the  Securities  Act and Section 20 of
the Exchange  Act);  and the  respective  present and former  directors,  officers,  employees,  agents and  affiliates  of each of the
foregoing  and of the  Depositor  (each,  an  "Indemnified  Party"),  and shall hold each of them harmless from and against any claims,
losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:

         (i) (A)  any  untrue  statement  of a  material  fact  contained  or  alleged  to be  contained  in any  information,  report,
certification,  data,  accountants'  letter or other material provided under Sections 6.04, 6.07 or 11.18 of the Purchase  Agreement by
or on behalf of the  Assignor,  or  provided  under  Sections  6.04,  6.07 or 11.18 of the  Purchase  Agreement  by or on behalf of any
Subservicer,  Subcontractor  or  Third-Party  Originator  (collectively,  the  "Company  Information"),  or (B) the omission or alleged
omission to state in the Company  Information a material fact  required to be stated in the Company  Information  or necessary in order
to make the statements  therein,  in the light of the  circumstances  under which they were made, not misleading;  provided,  by way of
clarification,  that clause (B) of this  paragraph  shall be construed  solely by reference to the Company  Information  and not to any
other information  communicated in connection with a sale or purchase of securities,  without regard to whether the Company Information
or any portion thereof is presented together with or separately from such other information;

         (ii) any breach by the Company of its obligations  under Sections 6.04, 6.07 or 11.18,  including  particularly any failure by
the Company,  any Subservicer or any  Subcontractor to deliver any information,  report,  certification,  accountants'  letter or other
material  when and as required  under  Sections  6.04,  6.07 or 11.18,  including  any  failure by the Company to identify  pursuant to
Section 11.19 any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB;

         (iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing  furnished  pursuant
to Section  3.01(n)  and made as of a date prior to the  closing  date of the related  Pass-Through  Transfer,  to the extent that such
breach is not cured by such  closing  date,  or any breach by the  Company  of a  representation  or  warranty  in a writing  furnished
pursuant to Section 3.01(n) to the extent made as of a date subsequent to such closing date; or

         (iv)     the negligence,  bad faith or willful  misconduct of the Company in connection  with its  performance  under Sections
6.04, 6.07 or 11.18.

                  If the  indemnification  provided for herein is unavailable or  insufficient  to hold harmless an Indemnified  Party,
then the Company  agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,
losses,  damages or liabilities  incurred by such Indemnified  Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.

                  In the case of any failure of performance  described above, the Company shall promptly  reimburse the Purchaser,  any
Depositor,  as applicable,  and each Person  responsible  for the  preparation,  execution or filing of any report required to be filed
with the Commission with respect to such  Securitization  Transaction,  or for execution of a certification  pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such  Securitization  Transaction,  for all costs reasonably  incurred by each
such party in order to obtain the information,  report, certification,  accountants' letter or other material not delivered as required
by the Company, any Subservicer or any Subcontractor.

                  This  indemnification  shall  survive the  termination  of this  Agreement  or the  termination  of any party to this
Agreement.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.

         The following is added as Section 11.19 of the PWS Agreement:

         Section 11.19. Use of Subservicers and Subcontractors.

         (a)      The Company shall not hire or otherwise  utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer  under this  Agreement or any  Reconstitution  Agreement  unless the Company  complies  with the  provisions of
paragraph  (b) of this  Section.  The Company  shall not hire or  otherwise  utilize the services of any  Subcontractor,  and shall not
permit any  Subservicer  to hire or  otherwise  utilize the services of any  Subcontractor,  to fulfill any of the  obligations  of the
Company as servicer under this Agreement or any  Reconstitution  Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.

         (b)      The Company shall cause any Subservicer  used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the  provisions  of this Section and with  Sections  3.01(m),  3.01(p),  6.04,  6.07 and 11.18 of this
Agreement to the same extent as if such  Subservicer  were the Company,  and to provide the  information  required with respect to such
Subservicer  under  Section  3.01(o) of this  Agreement.  The Company shall be  responsible  for obtaining  from each  Subservicer  and
delivering to the  Purchaser,  any Master  Servicer and any Depositor  any Annual  Statement of Compliance  required to be delivered by
such  Subservicer  under Section  6.04(a),  any  Assessment  of  Compliance  and  Attestation  Report  required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.

         (c)      The Company  shall  promptly upon request  provide to the  Purchaser,  any Master  Servicer and any Depositor (or any
designee of the Depositor,  such as an administrator) a written description (in form and substance  satisfactory to the Purchaser,  any
Master  Servicer  and such  Depositor)  of the role and  function of each  Subcontractor  utilized  by the Company or any  Subservicer,
specifying  (i) the  identity  of each  such  Subcontractor,  (ii)  which (if any) of such  Subcontractors  are  "participating  in the
servicing  function"  within the meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the  meaning of Item 1122 of  Regulation  AB, the  Company  shall  cause any such  Subcontractor  used by the Company (or by any
Subservicer)  for the benefit of the  Purchaser  and any  Depositor to comply with the  provisions  of Sections  6.07 and 11.18 of this
Agreement to the same extent as if such  Subcontractor  were the Company.  The Company shall be  responsible  for  obtaining  from each
Subcontractor  and  delivering to the Purchaser and any Depositor any  Assessment of Compliance  and  Attestation  Report and the other
certificates  required to be  delivered  by such  Subservicer  and such  Subcontractor  under  Section  6.07,  in each case as and when
required to be delivered.

         The following is added as Section 11.20 of the PWS Agreement:

         Section 11.20. Third Party Beneficiary.


         For purposes of this  Agreement,  each Master  Servicer  shall be  considered  a third party  beneficiary  to this  Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.



         Exhibit E of the PWS Agreement is deleted in its entirety and replaced with the following:

                                                                   EXHIBIT E

                                                       REPORTING DATA FOR MONTHLY REPORT

                                                    Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
         Column Name                            Description                      Decimal           Format Comment           Max
                                                                                                                            Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR               A value  assigned by the  Servicer to define a               Text up to 10 digits             20
                               group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR                       A unique  identifier  assigned to each loan by               Text up to 10 digits             10
                               the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR              A  unique  number  assigned  to a loan  by the               Text up to 10 digits             10
                               Servicer.  This  may  be  different  than  the
                               LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME                  The  borrower  name as  received  in the file.               Maximum  length  of 30 (Last,    30
                               It is not separated by first and last name.                  First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT                  Scheduled   monthly  principal  and  scheduled       2       No  commas(,) or dollar signs    11
                               interest  payment  that a borrower is expected               ($)
                               to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE                  The  loan  interest  rate as  reported  by the       4       Max length of 6                   6
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE                   The loan gross  interest rate less the service       4       Max length of 6                   6
                               fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE                  The   servicer's   fee  rate  for  a  loan  as       4       Max length of 6                   6
                               reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT                   The  servicer's  fee  amount  for  a  loan  as       2       No  commas(,) or dollar signs    11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT                    The new loan  payment  amount as  reported  by       2       No  commas(,) or dollar signs    11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE                  The new loan rate as reported by the Servicer.       4       Max length of 6                   6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE                 The index the  Servicer is using to  calculate       4       Max length of 6                   6
                               a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL              The  borrower's  actual  principal  balance at       2       No  commas(,) or dollar signs    11
                               the beginning of the processing cycle.                       ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL              The  borrower's  actual  principal  balance at       2       No  commas(,) or dollar signs    11
                               the end of the processing cycle.                             ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE         The date at the end of  processing  cycle that               MM/DD/YYYY                       10
                               the  borrower's  next  payment  is  due to the
                               Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1                The first curtailment amount to be applied.          2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1                The   curtailment   interest   on  the   first       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2                The second curtailment amount to be applied.         2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2                The   curtailment   interest   on  the  second       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3                The third curtailment amount to be applied.          2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3                 The   curtailment   interest   on  the   third       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT                        The loan "paid in full"  amount as reported by       2       No  commas(,) or dollar signs    11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE                       The  paid in  full  date  as  reported  by the               MM/DD/YYYY                       10
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                                                                                            Action        Code       Key:     2
                                                                                            15=Bankruptcy,
                                The   standard   FNMA  numeric  code  used  to              30=Foreclosure,   ,   60=PIF,
                                indicate  the  default/delinquent  status of a              63=Substitution,
ACTION_CODE                     particular loan.                                            65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT                    The  amount  of  the  interest  adjustment  as       2       No  commas(,) or dollar signs    11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT         The Soldier and Sailor  Adjustment  amount, if       2       No  commas(,) or dollar signs    11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT               The   Non   Recoverable   Loan   Amount,    if       2       No  commas(,) or dollar signs    11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT                  The amount the  Servicer is passing as a loss,       2       No  commas(,) or dollar signs    11
                               if applicable.                                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL             The  scheduled  outstanding  principal  amount       2       No  commas(,) or dollar signs    11
                               due at the  beginning  of the cycle date to be               ($)
                               passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL             The   scheduled   principal   balance  due  to       2       No  commas(,) or dollar signs    11
                               investors at the end of a processing cycle.                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT                 The scheduled  principal amount as reported by       2       No  commas(,) or dollar signs    11
                               the  Servicer  for the  current  cycle -- only               ($)
                               applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT                  The scheduled  gross interest  amount less the       2       No  commas(,) or dollar signs    11
                               service  fee amount for the  current  cycle as
                               reported by the  Servicer  -- only  applicable
                               for Scheduled/Scheduled Loans.                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT                  The actual  principal  amount collected by the       2       No  commas(,) or dollar signs    11
                               Servicer  for the current  reporting  cycle --               ($)
                               only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                               The  actual  gross  interest  amount  less the
                               service fee amount for the  current  reporting               No  commas(,) or dollar signs
ACTL_NET_INT                   cycle  as  reported  by the  Servicer  -- only       2       ($)                              11
                               applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT            The penalty  amount  received  when a borrower       2       No  commas(,) or dollar signs    11
                               prepays  on  his  loan  as   reported  by  the               ($)
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED         The  prepayment  penalty  amount  for the loan       2       No  commas(,) or dollar signs    11
                               waived by the servicer.                                      ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE                       The    Effective    Payment    Date   of   the               MM/DD/YYYY                       10
                               Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE                       The Modification Type.                                       Varchar  - value can be alpha    30
                                                                                            or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT         The   current   outstanding    principal   and       2       No  commas(,) or dollar signs    11
                               interest advances made by Servicer.                          ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------



         The following is added as Exhibit J of the PWS Agreement:

                                                                     EXHIBIT J

                                                      COMPANY'S OBLIGATIONS IN CONNECTION
                                                             WITH A RECONSTITUTION

o        The Company shall (i) possess the ability to service to a securitization  documents;  (ii) service on a  "Scheduled/Scheduled"
         reporting basis (advancing through the liquidation of an REO Property),  (iii) make compensating  interest payments on payoffs
         and  curtailments  and (iv) remit and report to a master  servicer in format  acceptable  to such master  servicer by the 10th
         calendar day of each month.

o        The Company shall provide an acceptable annual  certification  (officer's  certificate) to the master servicer (as required by
         the Sarbanes-Oxley Act of 2002) as well as any other annual certifications  required under the securitization  documents (i.e.
         the annual statement as to compliance/annual  independent  certified public accountants'  servicing report due by March 1st of
         each year).

o        The Company shall allow for the Purchaser,  the master  servicer or their  designee to perform a review of audited  financials
         and net worth of the Company.

o        The Company shall provide  information on each  Custodial  Account as requested by the master  servicer or the Purchaser,  and
         each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.

o        The Company shall maintain its servicing system in accordance with the requirements of the Agreement.


     The following is added as Exhibit K of the PWS Agreement:

                                                                   EXHIBIT K

                                                         FORM OF COMPANY CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  COMPANY]  (the  "Company"),  certify  to  [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

                  I have reviewed the servicer compliance  statement of the Company provided in accordance with Item 1123 of Regulation
         AB (the "Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing criteria set forth
         in Item  1122(d) of  Regulation  AB (the  "Servicing  Criteria"),  provided in  accordance  with Rules 13a-18 and 15d-18 under
         Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and  Item  1122 of  Regulation  AB  (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered by the Company to the [Depositor] [Master Servicer] [Securities  Administrator]  [Trustee] pursuant to the Agreement
         (collectively, the "Company Servicing Information");

                  Based on my knowledge, the Company Servicing Information,  taken as a whole, does not contain any untrue statement of
         a material  fact or omit to state a material fact  necessary to make the  statements  made, in the light of the  circumstances
         under which such  statements  were made,  not misleading  with respect to the period of time covered by the Company  Servicing
         Information;

                  Based on my  knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the
         Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

                  I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and based on
         my knowledge  and the  compliance  review  conducted  in preparing  the  Compliance  Statement  and except as disclosed in the
         Compliance  Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under
         the Agreement in all material respects; and

     The Compliance  Statement  required to be delivered by the Company  pursuant to this Agreement,  and the Servicing  Assessment and
     Attestation  Report  required to be provided by the Company and by any Subservicer  and  Subcontractor  pursuant to the Agreement,
     have been provided to the [Depositor]  [Master Servicer].  Any material instances of noncompliance  described in such reports have
     been disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been
     disclosed in such reports.



         The following is added as Exhibit L of the PWS Agreement:

                                                               EXHIBIT L

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

NOTE: This Exhibit L is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit L and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1122(d)

(a)      General servicing considerations.

        (1)      Policies and procedures are instituted to monitor any  performance or other triggers and events of default in accordance  with
the transaction agreements.

        (2)      If any material  servicing  activities are outsourced to third parties,  policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.

        (3)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

        (4)      A fidelity bond and errors and omissions policy is in effect on the party  participating in the servicing function  throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

(b)      Cash collection and administration.

        (1)      Payments on mortgage loans are deposited into the  appropriate  custodial bank accounts and related bank clearing  accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.

        (2)      Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

        (3)      Advances of funds or guarantees  regarding  collections,  cash flows or distributions,  and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.

        (4)      The  related  accounts  for  the  transaction,   such  as  cash  reserve  accounts  or  accounts  established  as  a  form  of
overcollateralization,  are  separately  maintained  (e.g.,  with  respect  to  commingling  of cash) as set  forth in the  transaction
agreements.

        (5)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

        (6)      Unissued checks are safeguarded so as to prevent unauthorized access.

        (7)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(c)      Investor remittances and reporting.

        (1)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

        (2)      Amounts due to investors are allocated and remitted in accordance with timeframes,  distribution  priority and other terms set
forth in the transaction agreements.

        (3)      Disbursements  made to an investor are posted  within two business  days to the  Servicer's  investor  records,  or such other
number of days specified in the transaction agreements.

        (4)      Amounts remitted to investors per the investor  reports agree with cancelled  checks,  or other form of payment,  or custodial
bank statements.

(d)      Mortgage Loan administration.

        (1)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

        (2)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

        (3)      Any additions,  removals or substitutions to the asset pool are made,  reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.

        (4)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

        (5)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

        (6)      Changes with respect to the terms or status of an obligor's  mortgage loans (e.g., loan  modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.

        (7)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

        (8)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

        (9)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

        (10)     Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
(C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

        (11)     Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

        (12)     Any late payment  penalties  in  connection  with any payment to be made on behalf of an obligor are paid from the  Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

        (13)     Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

        (14)     Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

        (15)     Any external  enhancement  or other  support,  identified in Item  1114(a)(1)  through (3) or Item 1115 of  Regulation AB,  is
maintained as set forth in the transaction agreements.

         The following is added as Exhibit M of the PWS Agreement:


                                                               EXHIBIT M

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

NOTE: This Exhibit M is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the terms of
this Exhibit M and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the SEC
shall control.

Item 1105(a)(1)-(3) and (c)

         -Provide  static pool  information  with respect to mortgage loans that were  originated or purchased by the Company and which
are of the same type as the Mortgage Loans.

         -Provide static pool information  regarding  delinquencies,  cumulative  losses and prepayments for prior securitized pools of
the Company.

         -If the Company has less than 3 years  experience  securitizing  assets of the same type as the  Mortgage  Loans,  provide the
static pool  information by vintage  origination  years  regarding  loans  originated or purchased by the Company,  instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.

         -Such  static pool  information  shall be for the prior five years,  or for so long as the  Company  has been  originating  or
purchasing (in the case of data by vintage  origination  year) or securitizing  (in the case of data by prior  securitized  pools) such
mortgage loans if for less than five years.

         -The static pool information for each vintage  origination year or prior securitized  pool, as applicable,  shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.

         -Provide summary  information for the original  characteristics  of the prior securitized pools or vintage  origination years,
as applicable and material,  including:  number of pool assets, original pool balance,  weighted average initial loan balance, weighted
average  mortgage rate,  weighted  average and minimum and maximum FICO,  product type, loan purpose,  weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.

Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -a description of the Company's form of organization;

         -a description of how long the Company has been servicing  residential  mortgage loans; a general  discussion of the Company's
experience in servicing  assets of any type as well as a more detailed  discussion of the Company's  experience  in, and procedures for
the  servicing  function it will perform  under this  Agreement  and any  Reconstitution  Agreements;  information  regarding the size,
composition  and growth of the  Company's  portfolio of mortgage  loans of the type similar to the Mortgage  Loans and  information  on
factors  related  to the  Company  that may be  material  to any  analysis  of the  servicing  of the  Mortgage  Loans  or the  related
asset-backed securities,  as applicable,  including whether any default or servicing related performance trigger has occurred as to any
other  securitization due to any act or failure to act of the Company,  whether any material  noncompliance  with applicable  servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;

         -a  description  of any material  changes to the Company's  policies or  procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Company's  financial  condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved  in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Company's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and  interest  advances  made by the  Company on the  Mortgage  Loans and the
Company's overall servicing portfolio for the past three years; and

         -the Company's process for handling  delinquencies,  losses,  bankruptcies and recoveries,  such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1110(a)

         -Identify any originator or group of affiliated originators that originated,  or is expected to originate,  10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.


Item 1110(b)

         Provide the following  information with respect to any originator or group of affiliated  originators  that originated,  or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -the Company's form of organization; and

         -a  description  of the Company's  origination  program and how long the Company has been engaged in  originating  residential
mortgage  loans,  which  description  must include a discussion of the Company's  experience in originating  mortgage loans of the same
type as the Mortgage  Loans and  information  regarding  the size and  composition  of the Company's  origination  portfolio as well as
information  that may be material to an analysis of the performance of the Mortgage  Loans,  such as the Company's  credit-granting  or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.


Item 1117

         -describe any legal  proceedings  pending against the Company or against any of its property,  including any proceedings known
to be  contemplated  by  governmental  authorities,  that may be material to the holders of the securities  issued in the  Pass-Through
Transfer.


Item 1119(a)

         -describe  any  affiliations  of the Company,  each other  originator  of the  Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Pass-Through Transfer.


Item 1119(b)

         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the  Pass-Through  Transfer,  between the Company,  each other  originator of the Mortgage  Loans and each  Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Pass-Through Transfer.

Item 1119(c)


         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
         Mortgage Loans or the Pass-Through  Transfer,  including the material terms and approximate  dollar amount  involved,  between
         the Company,  each other  originator  of the Mortgage  Loans and each  Subservicer,  or their  respective  affiliates  and the
         sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has existed during the past
         two years.



         The following is added as Exhibit N of the PWS Agreement:


                                                               EXHIBIT N

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The assessment of compliance to be delivered by the Company shall address,  at a minimum,  the criteria identified as below as
"Applicable Servicing Criteria":

--------------------------------------------------------------------------------------------- -----------------------
                                                                                               Applicable Servicing
                                     Servicing Criteria                                              Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures  are  instituted to monitor any  performance            X
                        or other  triggers  and  events of default  in  accordance  with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If  any  material  servicing  activities  are  outsourced  to  third            X
                        parties,  policies  and  procedures  are  instituted  to monitor the
                        third  party's   performance  and  compliance  with  such  servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any  requirements  in  the  transaction  agreements  to  maintain  a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions  policy is in effect on the            X
                        party   participating  in  the  servicing  function  throughout  the
                        reporting  period  in  the  amount  of  coverage   required  by  and
                        otherwise  in   accordance   with  the  terms  of  the   transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments  on  mortgage  loans  are  deposited  into the  appropriate            X
                        custodial  bank accounts and related bank clearing  accounts no more
                        than two business days  following  receipt,  or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements  made via wire  transfer on behalf of an obligor or to            X
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees  regarding  collections,  cash flows            X
                        or  distributions,  and any  interest or other fees charged for such
                        advances,  are made,  reviewed  and  approved  as  specified  in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The  related  accounts  for the  transaction,  such as cash  reserve
                        accounts    or    accounts     established     as    a    form    of
                        overcollateralization,   are  separately   maintained   (e.g.,  with            X
                        respect  to  commingling  of cash) as set  forth in the  transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each  custodial   account  is  maintained  at  a  federally  insured            X
                        depository  institution as set forth in the transaction  agreements.
                        For  purposes  of  this  criterion,  "federally  insured  depository
                        institution" with respect to a foreign  financial  institution means
                        a foreign financial  institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued  checks  are  safeguarded  so  as to  prevent  unauthorized            X
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations   are   prepared   on  a  monthly   basis  for  all            X
                        asset-backed  securities related bank accounts,  including custodial
                        accounts and related bank clearing accounts.  These  reconciliations
                        are (A)  mathematically  accurate;  (B) prepared  within 30 calendar
                        days after the bank  statement  cutoff date, or such other number of
                        days  specified  in the  transaction  agreements;  (C)  reviewed and
                        approved  by  someone   other  than  the  person  who  prepared  the
                        reconciliation;  and (D) contain explanations for reconciling items.
                        These  reconciling  items are  resolved  within 90 calendar  days of
                        their  original  identification,   or  such  other  number  of  days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports  to  investors,   including  those  to  be  filed  with  the            X
                        Commission,  are  maintained  in  accordance  with  the  transaction
                        agreements and  applicable  Commission  requirements.  Specifically,
                        such  reports (A) are prepared in  accordance  with  timeframes  and
                        other  terms set forth in the  transaction  agreements;  (B) provide
                        information  calculated  in accordance  with the terms  specified in
                        the  transaction  agreements;  (C) are filed with the  Commission as
                        required  by  its  rules  and   regulations;   and  (D)  agree  with
                        investors'  or  the  trustee's   records  as  to  the  total  unpaid
                        principal  balance  and number of  mortgage  loans  serviced  by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors  are  allocated  and remitted in accordance            X
                        with timeframes,  distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements  made to an investor  are posted  within two  business
                        days to the  Servicer's  investor  records,  or such other number of            X
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts  remitted to investors  per the investor  reports agree with
                        cancelled  checks,  or other  form of  payment,  or  custodial  bank            X
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------
                                             Pool Asset Administration
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage  loans is maintained as required            X
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related  documents are  safeguarded as required by            X
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any  additions,  removals  or  substitutions  to the asset  pool are            X
                        made,  reviewed and approved in  accordance  with any  conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments  on  mortgage  loans,   including  any  payoffs,   made  in            X
                        accordance  with the related  mortgage loan  documents are posted to
                        the Servicer's  obligor records maintained no more than two business
                        days after  receipt,  or such other number of days  specified in the
                        transaction  agreements,  and  allocated to  principal,  interest or
                        other items (e.g.,  escrow) in accordance with the related  mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's  records  regarding the mortgage loans agree with the            X
                        Servicer's  records with respect to an  obligor's  unpaid  principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes  with  respect  to  the  terms  or  status  of an  obligor's            X
                        mortgage  loans (e.g.,  loan  modifications  or re-agings) are made,
                        reviewed and approved by  authorized  personnel in  accordance  with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss  mitigation  or  recovery  actions  (e.g.,  forbearance  plans,            X
                        modifications  and deeds in lieu of  foreclosure,  foreclosures  and
                        repossessions,   as  applicable)   are   initiated,   conducted  and
                        concluded in accordance  with the  timeframes or other  requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records  documenting  collection  efforts are maintained  during the            X
                        period  a  mortgage  loan  is  delinquent  in  accordance  with  the
                        transaction  agreements.  Such records are  maintained on at least a
                        monthly  basis,  or such other period  specified in the  transaction
                        agreements,  and  describe  the entity's  activities  in  monitoring
                        delinquent  mortgage  loans  including,  for  example,  phone calls,
                        letters and payment  rescheduling  plans in cases where  delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments  to interest rates or rates of return for mortgage loans            X
                        with variable rates are computed based on the related  mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding  any funds  held in trust for an  obligor  (such as escrow            X
                        accounts):  (A) such  funds are  analyzed,  in  accordance  with the
                        obligor's  mortgage loan documents,  on at least an annual basis, or
                        such other  period  specified  in the  transaction  agreements;  (B)
                        interest  on such  funds  is  paid,  or  credited,  to  obligors  in
                        accordance with  applicable  mortgage loan documents and state laws;
                        and (C) such funds are  returned to the  obligor  within 30 calendar
                        days of full repayment of the related  mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments  made on behalf  of an  obligor  (such as tax or  insurance            X
                        payments)  are made on or before the related  penalty or  expiration
                        dates,  as  indicated on the  appropriate  bills or notices for such
                        payments,  provided  that  such  support  has been  received  by the
                        servicer at least 30  calendar  days prior to these  dates,  or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late  payment  penalties  in  connection  with any payment to be            X
                        made on behalf of an obligor are paid from the servicer's  funds and
                        not charged to the  obligor,  unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements  made on behalf of an obligor  are  posted  within two
                        business days to the obligor's  records  maintained by the servicer,
                        or  such  other  number  of  days   specified  in  the   transaction            X
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies,   charge-offs   and   uncollectible   accounts   are            X
                        recognized   and  recorded  in  accordance   with  the   transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any  external  enhancement  or  other  support,  identified  in Item
                        1114(a)(1)  through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)          as set forth in the transaction agreements.
-----------------------                                                                       -----------------------

----------------------- --------------------------------------------------------------------- -----------------------


         The following is added as Exhibit O of the PWS Agreement:

                                                                                         EXHIBIT O

                                                                             REPORTING DATA FOR DEFAULTED LOANS

                                                                           Standard File Layout - Delinquency Reporting

(1)              Column/Header Name      (2)                          Description                 (3)                       Decimal               (4)            Format Comment
__________________________________________________________________________________________________________________________________________________________________________________
(5)            SERVICER_LOAN_NBR         (6)            A unique  number  assigned to a loan by   (7)                                             (8)
                                                        the  Servicer.  This  may be  different
                                                        than the LOAN_NBR

(9)            LOAN_NBR                  (10)           A unique  identifier  assigned  to each   (11)                                            (12)
                                                        loan by the originator.

(13)           CLIENT_NBR                (14)           Servicer Client Number                    (15)                                            (16)

(17)           SERV_INVESTOR_NBR         (18)           Contains  a unique  number as  assigned   (19)                                            (20)
                                                        by an  external  servicer to identify a
                                                        group of loans in their system.

(21)           BORROWER_FIRST_NAME       (22)           First Name of the Borrower.               (23)                                            (24)

(25)           BORROWER_LAST_NAME        (26)           Last name of the borrower.                (27)                                            (28)

(29)           PROP_ADDRESS              (30)           Street Name and Number of Property        (31)                                            (32)

(33)           PROP_STATE                (34)           The state where the  property located.    (35)                                            (36)

(37)           PROP_ZIP                  (38)           Zip code where the property is located.   (39)                                            (40)

(41)           BORR_NEXT_PAY_DUE_DATE    (42)           The  date  that  the  borrower's   next   (43)                                            (44)           MM/DD/YYYY
                                                        payment is due to the  servicer  at the
                                                        end of  processing  cycle,  as reported
                                                        by Servicer

(45)           LOAN_TYPE                 (46)           Loan Type (i.e. FHA, VA, Conv)            (47)                                            (48)

(49)           BANKRUPTCY_FILED_DATE     (50)           The date a particular  bankruptcy claim   (51)                                            (52)           MM/DD/YYYY
                                                        was filed.

(53)           BANKRUPTCY_CHAPTER_CODE   (54)           The chapter under which the  bankruptcy   (55)                                            (56)
                                                        was filed.

(57)           BANKRUPTCY_CASE_NBR       (58)           The case  number  assigned by the court   (59)                                            (60)
                                                        to the bankruptcy filing.

(61)           POST_PETITION_DUE_DATE    (62)           The   payment   due   date   once   the   (63)                                            (64)           MM/DD/YYYY
                                                        bankruptcy  has  been  approved  by the
                                                        courts

(65)                                     (66)           The  Date  The  Loan  Is  Removed  From   (67)                                            (68)           MM/DD/YYYY
               BANKRUPTCY_DCHRG_DISM_DATE               Bankruptcy.    Either   by   Dismissal,
                                                        Discharged  and/or a Motion  For Relief
                                                        Was Granted.

(69)           LOSS_MIT_APPR_DATE        (70)           The  Date  The  Loss   Mitigation   Was   (71)                                            (72)           MM/DD/YYYY
                                                        Approved By The Servicer

(73)           LOSS_MIT_TYPE             (74)           The  Type Of Loss  Mitigation  Approved   (75)                                            (76)
                                                        For A Loan Such As;

(77)           LOSS_MIT_EST_COMP_DATE    (78)           The Date The Loss  Mitigation  /Plan Is   (79)                                            (80)           MM/DD/YYYY
                                                        Scheduled To End/Close

(81)           LOSS_MIT_ACT_COMP_DATE    (82)           The  Date  The   Loss   Mitigation   Is   (83)                                            (84)           MM/DD/YYYY
                                                        Actually Completed

(85)           FRCLSR_APPROVED_DATE      (86)           The  date DA Admin  sends a  letter  to   (87)                                            (88)           MM/DD/YYYY
                                                        the  servicer  with   instructions   to
                                                        begin foreclosure proceedings.

(89)           ATTORNEY_REFERRAL_DATE    (90)           Date File Was  Referred  To Attorney to   (91)                                            (92)           MM/DD/YYYY
                                                        Pursue Foreclosure

(93)           FIRST_LEGAL_DATE          (94)           Notice  of  1st   legal   filed  by  an   (95)                                            (96)           MM/DD/YYYY
                                                        Attorney in a Foreclosure Action

(97)                                     (98)           The  date by which a  foreclosure  sale   (99)                                            (100)          MM/DD/YYYY
               FRCLSR_SALE_EXPECTED_DATE                is expected to occur.

(101)          FRCLSR_SALE_DATE          (102)          The  actual  date  of  the  foreclosure   (103)                                           (104)          MM/DD/YYYY
                                                        sale.

(105)          FRCLSR_SALE_AMT           (106)          The amount a  property  sold for at the   (107)                        2                  (108)          No   commas(,)   or   dollar
                                                        foreclosure sale.                                                                                        signs ($)

(109)          EVICTION_START_DATE       (110)          The   date   the   servicer   initiates   (111)                                           (112)          MM/DD/YYYY
                                                        eviction of the borrower.

(113)          EVICTION_COMPLETED_DATE   (114)          The  date  the  court   revokes   legal   (115)                                           (116)          MM/DD/YYYY
                                                        possession  of the  property  from  the
                                                        borrower.

(117)          LIST_PRICE                (118)          The price at which an REO  property  is   (119)                        2                  (120)          No   commas(,)   or   dollar
                                                        marketed.                                                                                                signs ($)

(121)          LIST_DATE                 (122)          The date an REO  property  is listed at   (123)                                           (124)          MM/DD/YYYY
                                                        a particular price.

(125)          OFFER_AMT                 (126)          The  dollar  value of an  offer  for an   (127)                        2                  (128)          No   commas(,)   or   dollar
                                                        REO property.                                                                                            signs ($)

(129)          OFFER_DATE_TIME           (130)          The  date an offer  is  received  by DA   (131)                                           (132)          MM/DD/YYYY
                                                        Admin or by the Servicer.

(133)          REO_CLOSING_DATE          (134)          The date  the REO sale of the  property   (135)                                           (136)          MM/DD/YYYY
                                                        is scheduled to close.

(137)          REO_ACTUAL_CLOSING_DATE   (138)          Actual Date Of REO Sale                   (139)                                           (140)          MM/DD/YYYY

(141)          OCCUPANT_CODE             (142)          Classification  of how the  property is   (143)                                           (144)
                                                        occupied.

(145)          PROP_CONDITION_CODE       (146)          A code that  indicates the condition of   (147)                                           (148)
                                                        the property.

(149)          PROP_INSPECTION_DATE      (150)          The  date  a  property   inspection  is   (151)                                           (152)          MM/DD/YYYY
                                                        performed.

(153)          APPRAISAL_DATE            (154)          The date the appraisal was done.          (155)                                           (156)          MM/DD/YYYY

(157)          CURR_PROP_VAL             (158)           The  current  "as  is"  value  of  the   (159)                        2                  (160)
                                                        property   based   on   brokers   price
                                                        opinion or appraisal.

(161)          REPAIRED_PROP_VAL         (162)          The amount the property  would be worth   (163)                        2                  (164)
                                                        if repairs are completed  pursuant to a
                                                        broker's price opinion or appraisal.

(165)          If applicable:            (166)                                                    (167)                                           (168)

(169)          DELINQ_STATUS_CODE        (170)          FNMA Code Describing Status of Loan       (171)                                           (172)

(173)          DELINQ_REASON_CODE        (174)          The   circumstances   which   caused  a   (175)                                           (176)
                                                        borrower  to  stop  paying  on a  loan.
                                                        Code  indicates the reason why the loan
                                                        is in default for this cycle.

(177)          MI_CLAIM_FILED_DATE       (178)          Date  Mortgage   Insurance   Claim  Was   (179)                                           (180)          MM/DD/YYYY
                                                        Filed With Mortgage Insurance Company.

(181)          MI_CLAIM_AMT              (182)          Amount  of  Mortgage   Insurance  Claim   (183)                                           (184)          No   commas(,)   or   dollar
                                                        Filed                                                                                                    signs ($)

(185)          MI_CLAIM_PAID_DATE        (186)          Date   Mortgage    Insurance    Company   (187)                                           (188)          MM/DD/YYYY
                                                        Disbursed Claim Payment

(189)          MI_CLAIM_AMT_PAID         (190)          Amount Mortgage  Insurance Company Paid   (191)                        2                  (192)          No   commas(,)   or   dollar
                                                        On Claim                                                                                                 signs ($)

(193)          POOL_CLAIM_FILED_DATE     (194)          Date   Claim   Was   Filed   With  Pool   (195)                                           (196)          MM/DD/YYYY
                                                        Insurance Company

(197)          POOL_CLAIM_AMT            (198)          Amount   of  Claim   Filed   With  Pool   (199)                        2                  (200)          No   commas(,)   or   dollar
                                                        Insurance Company                                                                                        signs ($)

(201)          POOL_CLAIM_PAID_DATE      (202)          Date  Claim Was  Settled  and The Check   (203)                                           (204)          MM/DD/YYYY
                                                        Was Issued By The Pool Insurer

(205)          POOL_CLAIM_AMT_PAID       (206)          Amount Paid On Claim By Pool  Insurance   (207)                        2                  (208)          No   commas(,)   or   dollar
                                                        Company                                                                                                  signs ($)

(209)                                    (210)          Date FHA Part A Claim  Was Filed  With    (211)                                           (212)          MM/DD/YYYY
               FHA_PART_A_CLAIM_FILED_DATE              HUD

(213)          FHA_PART_A_CLAIM_AMT      (214)           Amount of FHA Part A Claim Filed         (215)                        2                  (216)          No   commas(,)   or   dollar
                                                                                                                                                                 signs ($)

(217)                                    (218)          Date  HUD   Disbursed   Part  A  Claim    (219)                                           (220)          MM/DD/YYYY
               FHA_PART_A_CLAIM_PAID_DATE               Payment

(221)                                    (222)          Amount HUD Paid on Part A Claim           (223)                        2                  (224)          No   commas(,)   or   dollar
               FHA_PART_A_CLAIM_PAID_AMT                                                                                                                         signs ($)

(225)                                    (226)          Date  FHA Part B Claim Was Filed With     (227)                                           (228)          MM/DD/YYYY
               FHA_PART_B_CLAIM_FILED_DATE              HUD

(229)          FHA_PART_B_CLAIM_AMT      (230)          Amount of FHA Part B Claim Filed          (231)                        2                  (232)          No   commas(,)   or   dollar
                                                                                                                                                                 signs ($)

(233)                                    (234)          Date  HUD  Disbursed  Part  B  Claim      (235)                                           (236)          MM/DD/YYYY
               FHA_PART_B_CLAIM_PAID_DATE               Payment

(237)                                    (238)          Amount HUD Paid on Part B Claim           (239)                        2                  (240)          No   commas(,)   or   dollar
               FHA_PART_B_CLAIM_PAID_AMT                                                                                                                         signs ($)

(241)          VA_CLAIM_FILED_DATE       (242)          Date  VA  Claim  Was  Filed  With  the    (243)                                           (244)          MM/DD/YYYY
                                                        Veterans Admin

(245)          VA_CLAIM_PAID_DATE        (246)          Date  Veterans  Admin.   Disbursed  VA    (247)                                           (248)          MM/DD/YYYY
                                                        Claim Payment

(249)          VA_CLAIM_PAID_AMT         (250)           Amount  Veterans  Admin.  Paid  on  VA   (251)                        2                  (252)          No   commas(,)   or   dollar
                                                        Claim                                                                                                    signs ($)



Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept  alternative  Loss Mitigation Types to those above,  provided that they are consistent with industry
standards.  If Loss  Mitigation  Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                      029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                      030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------


Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------




The following is added as Exhibit P of the PWS Agreement:


                                                                   EXHIBIT P

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE: Do not net or combine  items.  Show all expenses  individually  and all credits as separate line items.  Claim  packages
         are due on the  remittance  report date.  Late  submissions  may result in claims not being passed until the following  month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


                           The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:

         1.       The Actual Unpaid Principal Balance of the Mortgage Loan. For  documentation,  an Amortization  Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.

         2.       The Total  Interest  Due less the  aggregate  amount of servicing  fee that would have been earned if all  delinquent
                  payments  had been  made as  agreed.  For  documentation,  an  Amortization  Schedule  from date of  default  through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued  Servicing  Fees based upon the Scheduled  Principal  Balance of the Mortgage Loan as calculated on a monthly
                  basis. For  documentation,  an Amortization  Schedule from date of default through  liquidation  breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period

                     of coverage,  base tax,  interest,  penalty.  Advances prior to default  require  evidence of servicer  efforts to
                     recover advances.

                  *  For escrow advances - complete payment history
                     (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For  HUD/VA  loans,  use line  (18a) for Part  A/Initial  proceeds  and line  (18b) for Part  B/Supplemental
                           proceeds.

         Total Realized Loss (or Amount of Any Gain)

         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________

----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                 $________________ (1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              ________________ (6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                               $________________(13)
         Credits:
         (14) Escrow Balance                                                   $________________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                    $________________(22)
         Total Realized Loss (or Amount of Gain)                               $________________(23)


Escrow Disbursement Detail


----------------- --------------- ----------------- --------------- ---------------- ---------------- ----------------
      TYPE          DATE PAID        PERIOD OF        TOTAL PAID      BASE AMOUNT       PENALTIES        INTEREST
                                      COVERAGE
  (TAX /INS.)
----------------- --------------- ----------------- --------------- ---------------- ---------------- ----------------










Miscellaneous

     6. Notwithstanding anything to the contrary contained herein or in the PWS Agreement, Company acknowledges that the Mortgage
   Loans may be part of a REMIC or multiple REMICs and hereby agrees that in no event will it service the Mortgage Loans in a manner
  that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC
     (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
   contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of EMC and Company that this Recognition
          Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.

    7. All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in writing and
      shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:

                  a.       In the case of Company,

                           IndyMac Bank, F.S.B.
                           3465 East Foothill Boulevard
                           Pasadena, California  91107
                           Attention:  Secondary Marketing
                           Telecopy: (626) 535-2549

                  b.       In the case of EMC,

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com


        8. Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
             negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.

       9. This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard to
 conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
                                                              such laws.

       10. No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is in
                  writing and signed by the party against whom such waiver or modification is sought to be enforced.

    11. This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
 which Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed Company or EMC,
                                                       respectively, hereunder.

    12. This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the PWS Agreement and
   this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition Agreement and the AAR
                                                              Agreement.

   13. This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to
                        be an original and all such counterparts shall constitute one and the same instrument.

   14. In the event that any provision of this Recognition Agreement conflicts with any provision of the PWS Agreement with respect
                             to the Mortgage Loans, the terms of this Recognition Agreement shall control.



         IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.

                                                     EMC MORTGAGE CORPORATION


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                     INDYMAC BANK, F.S.B.


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                             ATTACHMENT 1

                                                            MORTGAGE LOANS

                                                       (Available upon request)



                                                             ATTACHMENT 2

                                                             PWS AGREEMENT

                                                       (Available upon request)

ATTACHMENT 3

AFFILIATION DISCLOSURE
(Pursuant to Item 1119 of Regulation AB)

2. Depositor and any affiliate, including but not limited to:
a. Bear Stearns Asset Backed Securities I LLC
b. Structured Asset Mortgage Investments II Inc.

3. Bear Stearns ALT-A Trust 2006-5 and any affiliate

4. Citibank, N.A., as Trustee, and any affiliate

5. Significant obligor and any affiliate - None

6. Enhancement or support provider and any affiliate - None

7. 1100(d)(1) parties – any named party in the Securitization Transaction:

a. Cap Contract Provider: Bear Stearns Financial Products Inc., N.A.

b. Underwriter: Bear, Stearns & Co. Inc.

c. Servicers: Countrywide Home Loans Servicing LP; EMC Mortgage Corporation; EverHome Mortgage Company; First Horizon Home
Loan Corporation; GMAC Mortgage Corporation; GreenPoint Mortgage Company; HomeBanc Mortgage Corporation; HSBC Mortgage Corporation
(USA); Mid America Bank, FSB; PHH Mortgage Corporation; U.S. Bank National Association; and Wells Fargo Bank, N.A.

d. Master Servicer: Wells Fargo Bank, National Association

e. Unaffiliated Servicer of 20%: EMC Mortgage Corporation

f. Originator of 10%: EMC Mortgage Corporation

g. Securities Administrator: Wells Fargo Bank, National Association

h. Custodian: Wells Fargo Bank, National Association



                                                                                                                            EXHIBIT I-5




                                                RECOGNITION AGREEMENT

         This is a Recognition  Agreement (this  "Recognition  Agreement")  made as of July 1, 2006,  between EMC Mortgage  Corporation
(the "EMC") and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) (the "Company").

   WHEREAS,  EMC acquired the mortgage loans identified on Attachment 1 hereto (the "2000-1 Mortgage Loans") through the exercise of an
optional  redemption  right held by EMC in  connection  with the Bear  Stearns ARM Trust  Mortgage  Pass-Through  Certificates,  Series
2000-1;

   WHEREAS,  EMC acquired the mortgage loans identified on Attachment 2 hereto (the "2002-5 Mortgage Loans") through the exercise of an
optional  redemption  right held by EMC in  connection  with the Bear  Stearns ARM Trust  Mortgage  Pass-Through  Certificates,  Series
2002-5;

   WHEREAS,  EMC acquired the mortgage loans  identified on Attachment 3 hereto (the "2002-10  Mortgage  Loans" and,  together with the
2000-1 Mortgage Loans and the 2002-10 Mortgage Loans, the "Mortgage  Loans") through the exercise of an optional  redemption right held
by EMC in connection with the Bear Stearns ARM Trust Mortgage Pass-Through Certificates, Series 2002-10;


   WHEREAS,  the Company is  currently  servicing  the  Mortgage  Loans in  accordance  with the terms and  conditions  of that certain
Mortgage Loan Flow Purchase, Sale and Servicing Agreement,  dated as of April 26, 2001 (the "Servicing Agreement"),  among the Company,
Bishop's Gate Residential Mortgage Trust and EMC Mortgage Corporation.

   In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties hereto agree that the Mortgage Loans shall be subject to the terms of
this Recognition  Agreement.  Any capitalized  term used and not otherwise  defined herein shall have the meaning assigned to such term
in the Servicing Agreement.

Recognition of EMC

         From and after the date hereof,  Company  shall  recognize  EMC as owner of the  Mortgage  Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the Servicing  Agreement (as modified  herein) as if EMC and Company had entered into a separate
servicing agreement for the servicing of the Mortgage Loans in the form of the Servicing  Agreement (as modified herein),  the terms of
which are incorporated herein by reference.

Assignment of Mortgage Loans and Recognition Agreement to Trustee

         The Company hereby  acknowledges  that EMC will assign certain of the Mortgage Loans and the Servicing  Agreement to Citibank,
N.A., as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage  Pass-Through  Certificates,  Series 2006-5 (the "Trustee"),  on
July 31,  2006  pursuant  to that  certain  Assignment,  Assumption  and  Recognition  Agreement,  dated as of July 31,  2006 (the "AAR
Agreement")  among EMC, the Trustee and the Company.  Company hereby  acknowledges and consents to the assignment by EMC to the Trustee
of all of EMC's rights  against  Company  pursuant to this  Recognition  Agreement and to the  enforcement  or exercise of any right or
remedy against Company  pursuant to this  Recognition  Agreement by the Trustee.  Such  enforcement of a right or remedy by the Trustee
shall  have the same force and  effect as if the right or remedy  had been  enforced  or  exercised  by EMC  directly.  Notwithstanding
anything in this  Recognition  Agreement to the contrary,  Company  acknowledges and agrees that its obligation to service the Mortgage
Loans affected by this Recognition Agreement is not conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.


Representations, Warranties and Covenants

1.       EMC warrants and represents to Company as of the date hereof:

e.       EMC is a  corporation  duly  organized,  validly  existing  and in good  standing  under the laws of the  jurisdiction  of its
                           formation  and has full power and  authority  to execute,  deliver and  perform its  obligations  under this
                           Recognition  Agreement,  and to consummate  the  transactions  set forth  herein.  The  consummation  of the
                           transactions  contemplated  by this  Recognition  Agreement is in the ordinary  course of EMC's business and
                           will not  conflict  with,  or result in a breach of, any of the terms,  conditions  or  provisions  of EMC's
                           charter or by-laws or any legal  restriction,  or any material agreement or instrument to which EMC is now a
                           party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or
                           decree to which EMC or its  property is subject.  The  execution,  delivery and  performance  by EMC of this
                           Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  action on the part of EMC.  This  Recognition  Agreement has been duly executed
                           and delivered by EMC and, upon the due  authorization,  execution and delivery by Company,  will  constitute
                           the valid and legally binding obligation of EMC enforceable  against EMC in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

f.       No material  consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any governmental
                           entity is required to be obtained or made by EMC in connection  with the execution,  delivery or performance
                           by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.

2.       Company warrants and represents to, and covenants with, EMC as of the date hereof:

i.       Attached hereto as Attachment 4 is a true and accurate copy of the Servicing Agreement;

j.       Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                           and has all  requisite  power and  authority  to service the  Mortgage  Loans and  otherwise  to perform its
                           obligations under the Servicing Agreement and this Recognition Agreement;

k.       Company has full  corporate  power and  authority  to execute,  deliver and  perform its  obligations  under this  Recognition
                           Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the  transactions
                           contemplated  by this  Recognition  Agreement is in the ordinary  course of Company's  business and will not
                           conflict with, or result in a breach of, any of the terms,  conditions or provisions of Company's charter or
                           by-laws or any legal  restriction,  or any material  agreement or instrument to which Company is now a party
                           or by which it is bound, or result in the violation of any law, rule, regulation,  order, judgment or decree
                           to which Company or its property is subject.  The  execution,  delivery and  performance  by Company of this
                           Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  corporate action on the part of Company.  This  Recognition  Agreement has been
                           duly executed and  delivered by Company,  and,  upon the due  authorization,  execution and delivery by EMC,
                           will  constitute  the valid and legally  binding  obligation  of  Company,  enforceable  against  Company in
                           accordance  with  its  terms  except  as  enforceability  may  be  limited  by  bankruptcy,  reorganization,
                           insolvency,  moratorium  or other  similar  laws now or hereafter in effect  relating to  creditors'  rights
                           generally,  and by general  principles  of equity  regardless of whether  enforceability  is considered in a
                           proceeding in equity or at law; and

l.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.

Modification of the Servicing Agreement

         The Company and EMC hereby modify the Servicing Agreement with respect to the Mortgage Loans as follows:

         The following definitions shall be added to Section 1.01 of the Servicing Agreement:


                 Assignee:  Citibank, N.A., as trustee for the holders of Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates,
         Series 2006-5.

                 Commission or SEC:  The United States Securities and Exchange Commission.

                 Company:  The Servicer.

                 Depositor: SAMI II.

                 Exchange Act:  The Securities Exchange Act of 1934, as amended.

                 Master Servicer: Wells Fargo Bank, National Association or any successor thereto.

                 Nonrecoverable  Advance:  Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made
         by the Company  pursuant to this  Agreement,  that, in the good faith  judgment of the Company,  will not or, in the case of a
         proposed advance,  would not, be ultimately  recoverable by it from the related Mortgagor or the related Liquidation Proceeds,
         Insurance Proceeds, Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.

                 Pooling and Servicing Agreement:  That certain pooling and servicing  agreement,  dated as of July 1, 2006, among SAMI
         II, the Trustee, the Master Servicer and EMC.

                 Prepayment  Penalty:  With respect to any Mortgage  Loan,  the charges or premiums,  if any, due in connection  with a
         full or partial prepayment of such Mortgage Loan in accordance with the terms thereof.

                 Qualified  Correspondent:  Any Person from which the Company  purchased  Mortgage  Loans,  provided that the following
         conditions  are  satisfied:  (i) such Mortgage  Loans were  originated  pursuant to an agreement  between the Company and such
         Person that  contemplated  that such Person would  underwrite  mortgage loans from time to time,  for sale to the Company,  in
         accordance with underwriting  guidelines  designated by the Company  ("Designated  Guidelines") or guidelines that do not vary
         materially  from such  Designated  Guidelines;  (ii) such Mortgage Loans were in fact  underwritten as described in clause (i)
         above and were acquired by the Company within 180 days after  origination;  (iii) either (x) the Designated  Guidelines  were,
         at the time such Mortgage  Loans were  originated,  used by the Company in  origination  of mortgage loans of the same type as
         the Mortgage Loans for the Company's own account or (y) the Designated  Guidelines  were, at the time such Mortgage Loans were
         underwritten,  designated  by the  Company  on a  consistent  basis for use by  lenders in  originating  mortgage  loans to be
         purchased  by the  Company;  and (iv) the Company  employed,  at the time such  Mortgage  Loans were  acquired by the Company,
         pre-purchase or post-purchase  quality  assurance  procedures  (which may involve,  among other things,  review of a sample of
         mortgage loans  purchased  during a particular  time period or through  particular  channels)  designed to ensure that Persons
         from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.

                 Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.  §§229.1100-229.1123,  as amended
         from time to time,  and subject to such  clarification  and  interpretation  as have been  provided by the  Commission  in the
         adopting release  (Asset-Backed  Securities,  Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
         by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

                 REMIC  Provisions:  The  provisions  of the federal  income tax law relating to REMICs,  which appear at Sections 860A
         through 860G of the Code, and related  provisions and regulations  promulgated  thereunder,  as the foregoing may be in effect
         from time to time.

                 SAMI II:  Structured Asset Mortgage Investments II Inc.

                 Securities Act:  The Securities Act of 1933, as amended.

                 Securitization  Transaction:  Any  transaction  involving  either (1) a sale or other  transfer  of some or all of the
         Mortgage  Loans directly or indirectly to an issuing  entity in connection  with an issuance of publicly  offered or privately
         placed,  rated or unrated  mortgage-backed  securities or (2) an issuance of publicly  offered or privately  placed,  rated or
         unrated  securities,  the payments on which are  determined  primarily by reference to one or more  portfolios of  residential
         mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans

                 Servicing  Criteria:  As of any  date of  determination,  the  "servicing  criteria"  set  forth  in Item  1122(d)  of
         Regulation AB, or any amendments  thereto,  a summary of the requirements of which as of the date hereof is attached hereto as
         Exhibit 16 for  convenience  of reference  only. In the event of a conflict or  inconsistency  between the terms of Exhibit 16
         and the text of Item 1122(d) of Regulation  AB, the text of Item 1122(d) of  Regulation  AB shall control (or those  Servicing
         Criteria  otherwise  mutually agreed to by the Purchaser,  the Company and any Person that will be responsible for signing any
         Sarbanes Certification with respect to a Securitization  Transaction in response to evolving  interpretations of Regulation AB
         and incorporated into a revised Exhibit 16).

                 Stated  Principal  Balance:  As to each Mortgage Loan as of any date of  determination,  (i) the principal  balance of
         such Mortgage  Loan at the Cut-off Date after giving  effect to payments of principal  due on or before such date,  whether or
         not received,  minus (ii) all amounts  previously  distributed to the Purchaser with respect to the Mortgage Loan representing
         payments or recoveries of principal or advances in lieu thereof.

                 Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.

                 Subcontractor:  Any vendor,  subcontractor  or other  Person that is not  responsible  for the overall  servicing  (as
         "servicing" is commonly  understood by participants in the  mortgage-backed  securities market) of Mortgage Loans but performs
         one or more  discrete  functions  identified  in Item  1122(d) of  Regulation  AB with  respect to  Mortgage  Loans  under the
         direction or authority of the Company or a Subservicer.

                 Subservicer:  Any Person that services  Mortgage Loans on behalf of the Company or any  Subservicer and is responsible
         for the performance  (whether directly or through  Subservicers or  Subcontractors)  of a substantial  portion of the material
         servicing  functions  required to be performed by the Company under this  Agreement or any  Reconstitution  Agreement that are
         identified in Item 1122(d) of Regulation AB.

                 Third-Party Originator: Each Person, other than a Qualified Correspondent,  that originated Mortgage Loans acquired by
         the Company.

                 Trustee: Citibank, N.A..

   The definition of Eligible Account is deleted in its entirety and replaced with the following:

            Eligible  Account:  Any of (i) an account or  accounts  maintained  with a federal or state  chartered  depository
         institution or trust company,  the long-term unsecured debt obligations and short-term  unsecured debt obligations of
         which (or, in the case of a depository  institution  or trust company that is the  principal  subsidiary of a holding
         company,  the debt obligations of such holding company,  so long as Moody's is not a Rating Agency) are rated by each
         Rating Agency in one of its two highest long-term and its highest short-term rating categories  respectively,  at the
         time any amounts are held on deposit  therein,  or (ii) an account or accounts in a depository  institution  or trust
         company in which such  accounts  are insured by the FDIC (to the limits  established  by the FDIC) and the  uninsured
         deposits in which  accounts are otherwise  secured such that, as evidenced by an Opinion of Counsel  delivered to the
         Trustee and to each Rating Agency, the  Certificateholders  have a claim with respect to the funds in such account or
         a  perfected  first  priority  security  interest  against  any  collateral  (which  shall be  limited  to  Permitted
         Investments)  securing such funds that is superior to claims of any other  depositors or creditors of the  depository
         institution  or trust company in which such account is  maintained,  or (iii) a trust account or accounts  maintained
         with the corporate trust  department of a federal or state chartered  depository  institution or trust company having
         capital  and  surplus  of not less than  $50,000,000,  acting in its  fiduciary  capacity  or (iv) any other  account
         acceptable to the Rating  Agencies.  Eligible  Accounts may bear interest,  and may include,  if otherwise  qualified
         under this definition, accounts maintained with the Trustee.

   Subsection (6) of Section 3.01 of the Servicing Agreement shall be replaced in its entirety with the following:

         (6)      PHH Mortgage has delivered to the  Purchaser  financial  statements as to its last two fiscal years.  Except
         as has  previously  been  disclosed to the Purchaser in writing:  (a) such  financial  statements  fairly present the
         results of  operations  and changes in financial  position for such period and the  financial  position at the end of
         such period of PHH Mortgage and its subsidiaries;  and (b) such financial  statements are true,  correct and complete
         as of their  respective  dates and have been prepared in accordance  with generally  accepted  accounting  principles
         consistently  applied  throughout  the  periods  involved,  except as set forth in the notes  thereto.  The Trust has
         delivered to the Purchaser  financial  statements as to its last two fiscal years and a copy of its Offering Circular
         dated May 21, 1998 (the "Trust  Financials") and such Trust  Financials  fairly present the results of operations and
         changes in  financial  position  for such period and the  financial  position at the end of such period of the Trust.
         Except as has  previously  been  disclosed  to the  Purchaser  in  writing,  there  has been no change in such  Trust
         Financials since their date and the Trust is not aware of any errors or omissions therein.

   Subsection  (7) of Section  3.01 of the  Servicing  Agreement  shall be replaced in its  entirety  with the  following  (new text is
underlined):

         (7)      There  has been no  change  in the  servicing  policies  and  procedures,  business,  operations,  financial
         condition,  properties  or assets of the  applicable  Seller since (i) in the case of PHH  Mortgage,  the date of its
         financial  statements  and (ii) in the case of the Trust,  the date of delivery of the Trust  Financials,  that would
         have a  material  adverse  effect on the  ability of the  applicable  Seller to perform  its  obligations  under this
         Agreement;

   The following shall be added as Subsection (15) of Section 3.01 of the Servicing Agreement:

         (15)     As of the date of each  Securitization  Transaction,  and  except  as has been  otherwise  disclosed  to the
         Purchaser,  any Master  Servicer and any  Depositor:  (1) no default or  servicing  related  performance  trigger has
         occurred  as to any  other  securitization  due to  any  act or  failure  to  act of the  Servicer;  (2) no  material
         noncompliance  with applicable  servicing  criteria as to any other  securitization has been disclosed or reported by
         the Servicer;  (3) the Servicer has not been  terminated as servicer in a residential  mortgage loan  securitization,
         either due to a servicing  default or to  application  of a servicing  performance  test or trigger;  (4) no material
         changes to the Servicer's  servicing  policies and  procedures for similar loans has occurred in the preceding  three
         years;  (5) there are no aspects of the Servicer's  financial  condition that could have a material adverse impact on
         the performance by the Servicer of its obligations  hereunder;  (6) there are no legal proceedings  pending, or known
         to be  contemplated  by  governmental  authorities,  against the Servicer  that could be material to investors in the
         securities  issued  in  such  Securitization  Transaction;  and  (7)  there  are no  affiliations,  relationships  or
         transactions relating to the Servicer of a type that are described under Item 1119 of Regulation AB.

   Subsection (33) of Section 3.03 of the Servicing Agreement shall be replaced in its entirety with the following:

         (33)     The related  Mortgagor  (1) is not the subject of any  Insolvency  Proceeding;  and (2) has not notified the
         Seller of any relief requested by or allowed to such Mortgagor under the Servicemembers Civil Relief Act;

   The following shall be added as Subsection (50) of Section 3.03 of the Servicing Agreement:

         (50)     With  respect to each  Mortgage  Loan,  information  regarding  the borrower  credit  files  related to such
         Mortgage Loan has been furnished to credit  reporting  agencies in compliance  with the provisions of the Fair Credit
         Reporting Act and the applicable implementing regulations.

   Section 3.05 of the Servicing Agreement shall be replaced in its entirety with the following:

         Section 3.05.     Cooperation of Company with a Reconstitution.

         The Company and the Purchaser  agree that with respect to some or all of the Mortgage  Loans,  on or after the related Funding
Date, on one or more dates (each a  "Reconstitution  Date") at the  Purchaser's  sole option,  the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Securitization Transactions.

         The Company  agrees to execute in  connection  with any  agreements  among the  Purchaser,  the  Company,  and any servicer in
connection with a Whole Loan Transfer, an Assignment,  Assumption and Recognition  Agreement  substantially in the form of Exhibit 2.05
hereto,  or, at Purchaser's  request,  a seller's  warranties and servicing  agreement or a  participation  and servicing  agreement or
similar agreement in form and substance reasonably  acceptable to the parties, and in connection with a Securitization  Transaction,  a
pooling and servicing agreement in form and substance  reasonably  acceptable to the parties,  (collectively the agreements referred to
herein are designated,  the "Reconstitution  Agreements").  It is understood that any such  Reconstitution  Agreements will not contain
any greater  obligations  on the part of Company than are  contained  in this  Agreement.  Notwithstanding  anything to the contrary in
this Section 3.05, the Company agrees that it is required to perform the obligations described in Exhibit 14 hereto.

         With respect to each Whole Loan  Transfer and each  Securitization  Transaction  entered  into by the  Purchaser,  the Company
agrees (1) to  cooperate  fully with the  Purchaser  and any  prospective  purchaser  with respect to all  reasonable  requests and due
diligence procedures;  (2) to execute, deliver and perform all Reconstitution  Agreements required by the Purchaser as are customary in
the industry;  (3) to restate the  representations  and  warranties set forth in this Agreement as of the settlement or closing date in
connection with such Reconstitution (each, a "Reconstitution  Date"), but modified, if necessary,  to reflect changes since the Funding
Date.

         In addition,  the Company shall provide to any master servicer or issuer in connection with a Securitization  Transaction,  as
the case may be, and any other participants in such Reconstitution:

         (i)      any and all  information  and  appropriate  verification  of  information  which may be  reasonably  available to the
Company,  whether  through  letters of its auditors and counsel or  otherwise,  as the  Purchaser or any such other  participant  shall
request upon reasonable demand;

         (ii)     such additional representations,  warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public  officials  or officers  of the Company as are  reasonably  agreed  upon by the Company and the  Purchaser  or any such other
participant;

         (iii)    within 5 Business Days after request by the Purchaser,  the  information  with respect to the Company (as originator)
and each  Third-Party  Originator  of the  Mortgage  Loans as required  under Item 1110(a) and (b) of  Regulation  AB, a summary of the
requirements  of which has of the date hereof is attached  hereto as Exhibit 17 for  convenience  of reference  only,  as determined by
Purchaser in its sole  reasonable  discretion.  If requested by the  Purchaser,  this will  include  information  about the  applicable
credit-granting or underwriting criteria;

         (iv)     within 5 Business Days after request by the  Purchaser,  the Company  shall  provide (or, as  applicable,  cause each
Third-Party  Originator  to provide)  Static Pool  Information  with respect to the  mortgage  loans (of a similar type as the Mortgage
Loans, as reasonably  identified by the Purchaser as provided below) originated by (i) the Company,  if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified  Correspondent),  and/or (ii) each Third-Party  Originator.
Such Static Pool Information  shall be prepared by the Company (or Third-Party  Originator) on the basis of its reasonable,  good faith
interpretation of the requirements of Item  1105(a)(1)-(3)  and (c) of Regulation AB. To the extent that there is reasonably  available
to the Company (or Third-Party  Originator)  Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information  shall be provided  pursuant to this paragraph.  The
content of such Static Pool  Information  may be in the form  customarily  provided by the Company,  and need not be customized for the
Purchaser or any Depositor.  Such Static Pool Information for each vintage  origination year or prior  securitized pool, as applicable,
shall be presented in  increments  no less  frequently  than  quarterly  over the life of the  mortgage  loans  included in the vintage
origination  year or prior  securitized  pool. The most recent periodic  increment must be as of a date no later than 135 days prior to
the date of the  prospectus  or other  offering  document in which the Static Pool  Information  is to be included or  incorporated  by
reference.  The Static Pool Information  shall be provided in an electronic  format that provides a permanent record of the information
provided,  such as a portable document format (pdf) file, or other such electronic  format reasonably  required by the Purchaser or the
Depositor, as applicable;

         (v)      within 5 Business  Days after  request by the  Purchaser,  information  with respect to the Company (as  servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit 17 for  convenience  of reference  only, as determined by Purchaser in its sole  discretion.  In the event that the Company has
delegated  any  servicing  responsibilities  with  respect to the  Mortgage  Loans to a  Subservicer,  the  Company  shall  provide the
information required pursuant to this clause with respect to the Subservicer;

         (vi)     within 5 Business Days after request by the Purchaser,

                  (a)  information  regarding  any legal  proceedings  pending  (or known to be  contemplated)  against the Company (as
         originator and as servicer) and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1117 of
         Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as Exhibit 17 for convenience
         of reference only, as determined by Purchaser in its sole discretion,

                  (b)  information  regarding  affiliations  with respect to the Company (as originator and as servicer) and each other
         originator  of the  Mortgage  Loans and each  Subservicer  as  required  by Item  1119(a) of  Regulation  AB, a summary of the
         requirements  of which as of the date  hereof is  attached  hereto  as  Exhibit  17 for  convenience  of  reference  only,  as
         determined by Purchaser in its sole discretion, and

                  (c) information regarding  relationships and transactions with respect to the Company (as originator and as servicer)
         and each other  originator of the Mortgage Loans and each  Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
         summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit 17 for  convenience  of  reference
         only, as determined by Purchaser in its sole discretion;

         (vii)    if so requested by the Purchaser, the Company shall provide (or, as applicable,  cause each Third-Party Originator to
provide),  at the expense of the  requesting  party (to the extent of any  additional  incremental  expense  associated  with  delivery
pursuant to this Agreement),  such statements and agreed-upon  procedures letters of certified public accountants reasonably acceptable
to the  Purchaser  or  Depositor,  as  applicable,  pertaining  to Static  Pool  Information  relating to prior  securitized  pools for
securitizations  closed  on or after  July 1,  2006 or, in the case of  Static  Pool  Information  with  respect  to the  Company's  or
Third-Party  Originator's  originations  or purchases,  to calendar  months  commencing  July 1, 2006, or to any financial  information
included in any other disclosure  provided under this Section 3.05, as the Purchaser or such Depositor shall reasonably  request.  Such
statements  and  letters  shall be  addressed  to and be for the  benefit of such  parties as the  Purchaser  or such  Depositor  shall
designate,  which may include,  by way of example,  any Sponsor,  any Depositor and any broker dealer acting as underwriter,  placement
agent or  initial  purchaser  with  respect  to a  Securitization  Transaction.  Any such  statement  or letter  may take the form of a
standard,  generally  applicable  document  accompanied by a reliance letter authorizing  reliance by the addressees  designated by the
Purchaser or such Depositor;

         (viii)  for the  purpose  of  satisfying  the  reporting  obligation  under  the  Exchange  Act with  respect  to any class of
asset-backed  securities,  the Company shall (or shall cause each Subservicer and Third-Party  Originator to) (i) provide prompt notice
to the  Purchaser,  any Master  Servicer and any  Depositor  in writing of (A) any  material  litigation  or  governmental  proceedings
involving the Company,  any Subservicer or any Third-Party  Originator,  (B) any affiliations or relationships  that develop  following
the closing date of a  Securitization  Transaction  between the Company,  any Subservicer or any Third-Party  Originator and any of the
parties  specified in clause (7) of Section  3.01(15) of this Agreement (and any other parties  identified in writing by the requesting
party)  with  respect  to such  Securitization  Transaction,  (C) any  Event  of  Default  under  the  terms of this  Agreement  or any
Reconstitution  Agreement,  (D) any  merger,  consolidation  or sale of  substantially  all of the assets of the  Company,  and (E) the
Company's  entry into an agreement  with a Subservicer  to perform or assist in the  performance  of any of the  Company's  obligations
under this  Agreement or any  Reconstitution  Agreement  and (ii) provide to the  Purchaser  and any  Depositor a  description  of such
proceedings, affiliations or relationships;

         All notification pursuant to this Section 3.05(b)(viii),  other than those pursuant to Section 3.05(b)(viii)(i)(A),  should be
sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, Texas 75067
         Attention: Conduit Seller Approval Dept.
         Facsimile: (214) 626-3751
         Email: sellerapproval@bear.com

         With a copy to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         Notifications pursuant to Section 3.05(b)(viii)(i)(A) should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, Texas 75067
         Attention: Conduit Seller Approval Dept.
         Facsimile: (214) 626-3751
         Email: sellerapproval@bear.com

         With copies to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564


         (ix)     If so requested  by the  Purchaser  or any  Depositor  on any date,  the Company  shall,  within five  Business  Days
following such request,  confirm in writing the accuracy of the  representations  and warranties set forth in Section  3.01(15) of this
Agreement or, if any such  representation  and warranty is not accurate as of the date of such  request,  provide  reasonably  adequate
disclosure of the pertinent facts, in writing, to the requesting party;

         (x)      as a condition to the succession to the Company or any  Subservicer  as servicer or subservicer  under this Agreement
or any  Reconstitution  Agreement by any Person (i) into which the Company or such Subservicer may be merged or  consolidated,  or (ii)
which may be  appointed  as a successor to the Company or any  Subservicer,  the Company  shall  provide to the  Purchaser,  any Master
Servicer and any  Depositor,  at least 15 calendar days prior to the effective  date of such  succession  or  appointment,  (x) written
notice to the Purchaser,  any Master  Servicer and any Depositor of such  succession or appointment  and (y) in writing and in form and
substance reasonably  satisfactory to the Purchaser,  any Master Servicer and such Depositor,  all information  reasonably requested by
the Purchaser,  any Master Servicer or any Depositor in order to comply with its reporting  obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities;

         (xi) in addition to such  information as the Company,  as servicer,  is obligated to provide  pursuant to other  provisions of
this  Agreement,  not later than ten days prior to the  deadline for the filing of any  distribution  report on Form 10-D in respect of
any  Securitization  Transaction  that includes any of the Mortgage  Loans serviced by the Company or any  Subservicer,  the Company or
such Subservicer, as applicable,  shall, to the extent the Company or such Subservicer has knowledge,  provide to the party responsible
for filing such report  (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along
with all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):

                           (A)      any material modifications,  extensions or waivers of pool asset terms, fees, penalties or payments
         during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

                           (B)      material  breaches of pool asset  representations  or warranties  or  transaction  covenants  (Item
         1121(a)(12) of Regulation AB); and

                           (C)      information  regarding new asset-backed  securities  issuances backed by the same pool assets,  any
         pool asset changes (such as, additions,  substitutions or repurchases), and any material changes in origination,  underwriting
         or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and

         (xii) the Company shall provide to the Purchaser,  any Master  Servicer and any Depositor,  evidence of the  authorization  of
the person  signing any  certification  or  statement,  copies or other  evidence of Fidelity  Bond  Insurance  and Errors and Omission
Insurance  policy,  financial  information  and reports,  and such other  information  related to the Company or any Subservicer or the
Company or such Subservicer's performance hereunder.

         In the  event of a  conflict  or  inconsistency  between  the  terms of  Exhibit  17 and the  text of the  applicable  Item of
Regulation AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

         The Company shall indemnify the Purchaser,  each affiliate of the Purchaser,  and each of the following parties  participating
in a Securitization  Transaction:  each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if
applicable)  responsible for the  preparation,  execution or filing of any report required to be filed with the Commission with respect
to such  Securitization  Transaction,  or for  execution of a  certification  pursuant to Rule  13a-14(d) or Rule  15d-14(d)  under the
Exchange Act with respect to such  Securitization  Transaction;  each broker dealer acting as  underwriter,  placement agent or initial
purchaser,  each Person who controls any of such parties or the Depositor  (within the meaning of Section 15 of the  Securities Act and
Section 20 of the Exchange Act); and the respective present and former directors,  officers,  employees,  agents and affiliates of each
of the  foregoing  and of the  Depositor  (each,  an  "Indemnified  Party"),  and shall hold each of them harmless from and against any
claims, losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and related costs, judgments,  and any other costs,
fees and expenses that any of them may sustain arising out of or based upon:

         (i)(A)  any  untrue  statement  of a  material  fact  contained  or  alleged  to be  contained  in  any  information,  report,
certification,  data,  accountants'  letter or other  material  provided  under this Section  3.05 by or on behalf of the  Company,  or
provided  under this Section 3.05 by or on behalf of any  Subservicer,  Subcontractor  or  Third-Party  Originator  (collectively,  the
"Company  Information"),  or (B) the omission or alleged  omission to state in the Company  Information  a material fact required to be
stated in the Company  Information or necessary in order to make the statements  therein, in the light of the circumstances under which
they were made, not misleading;  provided,  by way of  clarification,  that clause (B) of this paragraph  shall be construed  solely by
reference  to the  Company  Information  and not to any  other  information  communicated  in  connection  with a sale or  purchase  of
securities,  without regard to whether the Company  Information or any portion  thereof is presented  together with or separately  from
such other information;

         (ii) any breach by the Company of its obligations  under Sections 3.05, 7.04 or 7.07,  including  particularly  any failure by
the Company,  any Subservicer,  any  Subcontractor or any Third-Party  Originator to deliver any  information,  report,  certification,
accountants'  letter or other material when and as required under Sections 3.05, 7.04 or 7.07,  including any failure by the Company to
identify  pursuant to Section 12.12 any  Subcontractor  "participating  in the servicing  function"  within the meaning of Item 1122 of
Regulation AB;

         (iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing  furnished  pursuant
to Section  3.01(16)  and made as of a date prior to the closing  date of the related  Securitization  Transaction,  to the extent that
such breach is not cured by such closing  date,  or any breach by the Company of a  representation  or warranty in a writing  furnished
pursuant to Section 3.01(16) to the extent made as of a date subsequent to such closing date; or

                           (iv)     the negligence,  bad faith or willful  misconduct of the Company in connection with its performance
under Sections 3.05, 7.04 or 7.07.

                  If the  indemnification  provided for herein is unavailable or  insufficient  to hold harmless an Indemnified  Party,
then the Company  agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,
losses,  damages or liabilities  incurred by such Indemnified  Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.

                  In the case of any failure of performance  described above, the Company shall promptly  reimburse the Purchaser,  any
Depositor,  as applicable,  and each Person  responsible  for the  preparation,  execution or filing of any report required to be filed
with the Commission with respect to such  Securitization  Transaction,  or for execution of a certification  pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such  Securitization  Transaction,  for all costs reasonably  incurred by each
such party in order to obtain the information,  report, certification,  accountants' letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.

                  This  indemnification  shall  survive the  termination  of this  Agreement  or the  termination  of any party to this
Agreement.

         All Mortgage Loans not sold or transferred  pursuant to a  Reconstitution  shall remain subject to, and serviced in accordance
with the terms of, this  Agreement  and the related Term Sheet,  and with respect  thereto  this  Agreement  and the related Term Sheet
shall remain in full force and effect.

         In connection  with such a  securitization,  the Purchaser may be required to engage a master servicer or trustee to determine
the allocation of payments to and make remittances to the  certificateholders,  at the Purchaser's sole cost and expense.  In the event
that a master  servicer or trustee to  determine  the  allocation  of payments to and make  remittances  to the  certificateholders  is
requested by the  Purchaser,  the  Servicer  agrees to service the Mortgage  Loans in  accordance  with the  reasonable  and  customary
requirements  of such  securitization,  which may include the  Servicer's  acting as a subservicer in a master  servicing  arrangement.
With  respect to the then owners of the  Mortgage  Loans,  the  Servicer  shall  thereafter  deal  solely with such master  servicer or
trustee,  as the case may be with respect to such Mortgage Loans which are subject to the  Securitization  and shall not be required to
deal with any other party with respect to such Mortgage Loans. The cost of such securitization  shall be borne by the Purchaser,  other
than the Seller's overhead or employees' salaries.

         The following shall be added after the first sentence of Subsection (1) of Section 5.01 of the Servicing Agreement:

                  The Servicer shall furnish information  regarding the borrower credit files related to such Mortgage Loan to
         credit  reporting  agencies in compliance  with the  provisions of the Fair Credit  Reporting Act and the  applicable
         implementing regulations.

         The following shall be added as the second paragraph of Section 5.02 of the Servicing Agreement:

                  The Servicer  shall not waive (or permit a subservicer  to waive) any  Prepayment  Penalty  unless:  (i) the
         enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium,  receivership and other similar
         laws relating to  creditors'  rights  generally,  (ii) the  enforcement  thereof is illegal,  or any local,  state or
         federal agency has threatened  legal action if the prepayment  penalty is enforced,  (iii) the mortgage debt has been
         accelerated  in  connection  with a  foreclosure  or other  involuntary  payment or (iv) such waiver is standard  and
         customary in  servicing  similar  Mortgage  Loans and relates to a default or a  reasonably  foreseeable  default and
         would, in the reasonable judgment of the Servicer,  maximize recovery of total proceeds taking into account the value
         of such Prepayment  Penalty and the related  Mortgage Loan. In no event will the Servicer waive a Prepayment  Penalty
         in  connection  with a refinancing  of a Mortgage  Loan that is not related to a default or a reasonably  foreseeable
         default.  If a Prepayment  Penalty is waived,  but does not meet the standards  described above, then the Servicer is
         required to pay the amount of such waived  Prepayment  Penalty by depositing such amount into the Collection  Account
         by the immediately succeeding Remittance Date.

   Subsection (6) of Section 5.05 of the Servicing Agreement shall be replaced in its entirety with the following:

         (6)      to pay to itself  as  additional  servicing  compensation  any  interest  earned on funds in the  Collection
         Account (all such interest to be withdrawn monthly not later than each Remittance Date);

   The following paragraphs are added after the second paragraph of Section 5.13 of the Servicing Agreement:

                  "Notwithstanding  anything  in this  Agreement  to the  contrary,  the  Servicer  (a) shall not  permit  any
         modification  with  respect to any  Mortgage  Loan that would  change the  Mortgage  Interest  Rate and (b) shall not
         (unless the  Mortgagor is in default  with  respect to the  Mortgage  Loan or such default is, in the judgment of the
         Servicer,  reasonably  foreseeable) make or permit any modification,  waiver or amendment of any term of any Mortgage
         Loan that would both (i) effect an exchange or  reissuance  of such  Mortgage Loan under Section 1001 of the Code (or
         Treasury  regulations  promulgated  thereunder) and (ii) cause the Trust Fund to fail to qualify as a REMIC under the
         Code or the imposition of any tax on "prohibited  transactions" or  "contributions"  after the startup date under the
         REMIC Provisions.

                  Prior to taking any action with respect to the Mortgage Loans which is not  contemplated  under the terms of
         this  Agreement,  the Servicer  will obtain an Opinion of Counsel  acceptable  to the Trustee with respect to whether
         such  action  could  result  in the  imposition  of a tax upon the REMIC  (including  but not  limited  to the tax on
         prohibited  transactions  as defined in Section  860F(a)(2) of the Code and the tax on  contributions  to a REMIC set
         forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event"),  and the Servicer shall not take
         any such  action or cause the Trust  Fund to take any such  action as to which it has been  advised  that an  Adverse
         REMIC Event could occur.

                  The  Servicer  shall not permit the creation of any  "interests"  (within the meaning of Section 860G of the
         Code) in the REMIC.  The Servicer shall not enter into any arrangement by which the REMIC will receive a fee or other
         compensation for services nor permit the REMIC to receive any income from assets other than "qualified  mortgages" as
         defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.

            Any REO Property  shall be disposed of by the Servicer  before the close of the third  taxable year  following the
         taxable  year in which the Mortgage  Loan became an REO  Property,  unless the Servicer is otherwise  directed by the
         Assignee."

         The following shall be added after the first paragraph of Subsection (1) of Section 5.15 of the Servicing Agreement:

            In  determining  the  delinquency  status of any Mortgage  Loan,  the Servicer  will use  delinquency  recognition
         policies as  described  to and  approved by the  Purchaser,  and shall  revise  these  policies as  requested  by the
         Purchaser from time to time.

         The following shall replace the first paragraph of Section 6.02 of the Servicing Agreement:

         On or before the fifth (5th)  Business Day of each month during the term hereof,  the Servicer  shall deliver to the Purchaser
monthly  accounting  reports  substantially  in the form of Exhibits 11 and 12 attached  hereto with respect to the most recently ended
Due Period,  or in such other forms as may be mutually agreed upon by Servicer and Master  Servicer.  Such monthly  accounting  reports
shall include  information as to the aggregate  Unpaid  Principal  Balance of all Mortgage  Loans,  the scheduled  amortization  of all
Mortgage  Loans,  any  delinquencies  and the amount of any Principal  Prepayments  as of the most recently  ended Record Date, and the
status of all other  collection  efforts with respect to each Mortgage Loan, and all realized losses  detailed on a Form 332,  attached
as Exhibit 13, or in such other form as may be mutually  agreed upon by the  Servicer  and any related  Master  Servicer.  Such monthly
reports shall be delivered to Purchaser in a mutually acceptable electronic format.

         The Servicer  shall  furnish to the Purchaser  during the term of this  Agreement  such  periodic,  special or other  reports,
information or  documentation,  whether or not provided for herein,  as shall be reasonably  requested by the Purchaser with respect to
Mortgage Loans or REO Properties  (provided,  the Purchaser shall have given the Servicer  reasonable notice and opportunity to prepare
such reports,  information or documentation),  including any reports,  information or documentation  reasonably required to comply with
any regulations of any  governmental  agency or body having  jurisdiction  over the Purchaser  (including but not limited to Regulation
AB), all such reports or information to be as provided by and in accordance  with such  applicable  instructions  and directions as the
Purchaser may  reasonably  request.  The Servicer  agrees to execute and deliver all such  instruments  and take all such action as the
Purchaser, from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.

   Section 7.04 of the Servicing Agreement shall be replaced in its entirety with the following:

                  Section 7.04      Annual Statement as to Compliance; Annual Certification.

         (a)      The Servicer  will deliver to the  Purchaser  and the Master  Servicer,  not later than March 1 of each calendar year
beginning  in 2007,  an  Officers'  Certificate  acceptable  to the  Purchaser  and each  Master  Servicer  (an  "Annual  Statement  of
Compliance")  stating, as to each signatory thereof,  that (i) a review of the activities of the Servicer during the preceding calendar
year (or applicable  portion  thereof) and of performance  under this Agreement or other  applicable  servicing  agreement  during such
period has been made under such officers'  supervision  and (ii) to the best of such  officers'  knowledge,  based on such review,  the
Servicer has fulfilled all of its obligations  under this Agreement or other applicable  servicing  agreement in all material  respects
throughout  such calendar  year,  or, if there has been a failure to fulfill any such  obligation in any material  respect,  specifying
each such failure  known to such  officer and the nature and status  thereof.  Such Annual  Statement of  Compliance  shall  contain no
restrictions  or limitations on its use.  Copies of such statement  shall be provided by the Servicer to the Purchaser upon request and
by the  Purchaser  upon request to any Person  identified  as a  prospective  purchaser of the  Mortgage  Loans.  In the event that the
Servicer has delegated any servicing  responsibilities with respect to the Mortgage Loans to a Subservicer,  the Servicer shall deliver
an officer's  certificate  (an "Annual  Certification")  of the  Subservicer  as  described  above as to each  Subservicer  as and when
required with respect to the Servicer.

         (b)      With respect to any Mortgage Loans that are the subject of a Securitization  Transaction, by March 1 of each calendar
year  beginning in 2007, an officer of the Servicer  shall execute and deliver an Annual  Certification  to the  Purchaser,  any Master
Servicer  and any  related  Depositor  addressed  to and for the  benefit of each such  entity  and such  entity's  affiliates  and the
officers,  directors and agents of any such entity and such  entity's  affiliates,  in the form  attached  hereto as Exhibit 15. In the
event that the  Servicer  has  delegated  any  servicing  responsibilities  with  respect to the  Mortgage  Loans to a  Subservicer  or
Subcontractor,  the Servicer shall deliver an Annual  Certification  of the Subservicer or  Subcontractor as described above as to each
Subservicer or Subcontractor as and when required with respect to the Servicer.

         (c)      If the Servicer cannot deliver the related Annual Statement of Compliance or Annual  Certification by March 1 of such
year,  the  Purchaser,  at its sole option and with the consent of the Person  signing the Form 10-K,  may permit a cure period for the
Servicer to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year.

         Failure of the Servicer to timely  comply with this Section 7.04 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period unless  otherwise  agreed to by the  Purchaser and the Person  signing the Form 10-K as set forth in
7.04(c),  and  Purchaser  may,  in  addition to whatever  rights the  Purchaser  may have at law or in equity or to damages,  including
injunctive  relief and specific  performance,  terminate all the rights and obligations of the Servicer under this Agreement and in and
to the  Mortgage  Loans and the  proceeds  thereof  without the  Purchaser's  incurring  any penalty or fee of any kind  whatsoever  in
connection  therewith,  as provided in Section  10.01.  Such  termination  shall be considered  with cause pursuant to Section 11.01 of
this Agreement.  This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

   The following shall be added as Section 7.07 of the Servicing Agreement:

         Section 7.07      Assessment of Compliance with Servicing Criteria.

         On and after July 1, 2006,  the  Servicer  shall  service  and  administer,  and shall cause each  subservicer  to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With respect to any Mortgage  Loans that are the subject of a  Securitization  Transaction,  the Servicer shall deliver to the
Purchaser or its  designee,  any Master  Servicer and any  Depositor on or before March 1 of each  calendar  year  beginning in 2007, a
report (an "Assessment of Compliance")  reasonably  satisfactory to the Purchaser,  any Master Servicer and any Depositor regarding the
Servicer's  assessment of compliance  with the Servicing  Criteria  during the preceding  calendar year as required by Rules 13a-18 and
15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB or as  otherwise  required by the Master  Servicer,  which as of the date
hereof, require a report by an authorized officer of the Servicer that contains the following:

         (a)      A statement by such officer of its responsibility for assessing  compliance with the Servicing Criteria applicable to
the Servicer;

         (b)      A statement by such officer that such officer used the  Servicing  Criteria to assess  compliance  with the Servicing
Criteria applicable to the Servicer;

         (c)      An assessment by such officer of the  Servicer's  compliance  with the applicable  Servicing  Criteria for the period
consisting of the preceding calendar year,  including  disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed  securities  transactions taken
as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;

         (d)      A statement that a registered  public accounting firm has issued an attestation  report on the Servicer's  Assessment
of Compliance for the period consisting of the preceding calendar year; and

         (e)      A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer,  which statement shall
be based on the activities it performs with respect to asset-backed  securities  transactions  taken as a whole involving the Servicer,
that are backed by the same asset type as the Mortgage Loans.

         Such report at a minimum  shall address each of the  Servicing  Criteria in Exhibit 18 hereto  identified as applicable to the
Servicer delivered to the Purchaser concurrently with the execution of this Agreement.

         With  respect  to any  Mortgage  Loans that are the  subject of a  Securitization  Transaction,  on or before  March 1 of each
calendar year  beginning in 2007, the Company shall furnish to the Purchaser or its designee,  any Master  Servicer and any Depositor a
report (an "Attestation  Report") by a registered  public accounting firm that attests to, and reports on, the Assessment of Compliance
made by the  Servicer,  as required by Rules 13a-18 and 15d-18 of the Exchange  Act and Item 1122(b) of  Regulation  AB or as otherwise
required by the Master Servicer,  which Attestation Report must be made in accordance with standards for attestation  reports issued or
adopted by the Public Company Accounting Oversight Board.

         The Servicer shall cause each Subservicer,  and each Subcontractor  determined by the Servicer pursuant to Section 11.19 to be
"participating  in the servicing  function"  within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser,  any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Section 7.07.

         If the Servicer  cannot  deliver the related  Assessment  of  Compliance or  Attestation  Report by March 1 of such year,  the
Purchaser,  at its sole option and with the consent of the Person  signing the Form 10-K,  may permit a cure period for the Servicer to
deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year.

         Failure of the Servicer to timely  comply with this Section 7.07 shall be deemed an Event of Default,  automatically,  without
notice and without any cure period,  unless  otherwise  agreed to by the  Purchaser  and the Person  signing the Form 10-K as described
herein,  and  Purchaser  may,  in  addition  to whatever  rights the  Purchaser  may have at law or in equity or to damages,  including
injunctive  relief and specific  performance,  terminate all the rights and obligations of the Servicer under this Agreement and in and
to the Mortgage Loans and the proceeds  thereof  without  compensating  the Servicer for the same, as provided in Section  10.01.  Such
termination  shall be considered  with cause  pursuant to Section 11.01 of this  Agreement.  This paragraph  shall  supercede any other
provision in this Agreement or any other agreement to the contrary.

         The following shall be added as Section 7.08 of the Servicing Agreement:

         Section 7.08      Intent of the Parties; Reasonableness.

         The Purchaser and the Company  acknowledge and agree that a purpose of Sections  3.01(15),  3.05,  6.02, 7.04 and 7.07 of this
Agreement is to facilitate  compliance by the  Purchaser and any Depositor  with the  provisions of Regulation AB and related rules and
regulations of the  Commission.  None of the Purchaser,  any Master  Servicer or any Depositor  shall exercise its right to request (if
any  request is  required)  delivery of  information  or other  performance  under these  provisions  other than in good faith,  or for
purposes other than compliance  with the Securities  Act, the Exchange Act and the rules and regulations of the Commission  thereunder.
The Company  acknowledges that  interpretations  of the requirements of Regulation AB may change over time, whether due to interpretive
guidance  provided by the Commission or its staff,  consensus among  participants in the  asset-backed  securities  markets,  advice of
counsel,  or otherwise,  and agrees to comply with requests made by the Purchaser,  any Master  Servicer or any Depositor in good faith
for delivery of information  under these provisions on the basis of evolving  interpretations  of Regulation AB. In connection with any
Securitization  Transaction,  the Company shall  cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser
(including  any  of  its  assignees  or  designees),  any  Master  Servicer  and  any  Depositor,  any  and  all  statements,  reports,
certifications,  records and any other information  necessary in the good faith determination of the Purchaser,  any Master Servicer or
any  Depositor  to permit the  Purchaser,  such Master  Servicer or such  Depositor to comply with the  provisions  of  Regulation  AB,
together with such  disclosures  relating to the Company,  any Subservicer,  any Third-Party  Originator and the Mortgage Loans, or the
servicing  of the  Mortgage  Loans,  reasonably  believed by the  Purchaser  or any  Depositor  to be necessary in order to effect such
compliance.

         The following shall be added as the second paragraph of Section 9.01 of the Servicing Agreement:

                  The Master  Servicer shall  indemnify and hold harmless the Servicer and its  affiliates,  and in each case,
         its officers,  directors and agents from and against any losses, damages, penalties,  fines, forfeitures,  reasonable
         legal fees and related  costs,  judgments  and other costs and expenses  arising out of or based upon a breach by the
         Master  Servicer or any of its officers,  directors,  agents or affiliates of its  obligations in connection with the
         preparation,  filing and certification of any Form 10-K under Section 3.18 of the Pooling and Servicing  Agreement or
         the negligence,  bad faith or willful  misconduct of the Master Servicer in connection  therewith.  In addition,  the
         Master Servicer shall  indemnify and hold harmless the Servicer and its  affiliates,  and in each case, its officers,
         directors and agents from and against any losses, damages, penalties,  fines, forfeitures,  reasonable legal fees and
         related  costs,  judgments  and other costs and  expenses  arising out of or based upon a breach by any  Servicer (as
         defined in the Pooling and  Servicing  Agreement),  other than the  Servicer (as defined in this  Agreement),  of its
         obligations in connection with any back-up  certification  (or any other back-up  documents) to any  certification of
         any Form 10-K required to be provided by the Master Servicer,  but solely to the extent the Master Servicer  receives
         amounts from such Servicer in connection with any indemnification  provided by such Servicer (in each case as defined
         in the Pooling and Servicing Agreement) to the Master Servicer.

         The last paragraph of Section 10.01 shall be replaced with the following:

                  then,  and in each and every such case,  so long as an Event of Default  shall not have been  remedied,  the
         Purchaser,  by notice in writing to the Sellers may, in addition to whatever  rights the Purchaser may have at law or
         in equity to damages, including injunctive relief and specific performance,  terminate all the rights and obligations
         of the Sellers and the  Servicer  (and if the Servicer is servicing  any of the  Mortgage  Loans in a  Securitization
         Transaction,  appoint a successor  servicer  reasonably  acceptable  to any Master  Servicer for such  Securitization
         Transaction)  under this Agreement and in and to the Mortgage  Loans(including  the Servicing rights thereon) and the
         proceeds  thereof  subject to  Section  12.01,  without  the  Purchaser's  incurring  any  penalty or fee of any kind
         whatsoever in connection  therewith;  provided that, upon the occurrence of an Event of Default under Subsection (3),
         (4) or (5) of this  Section 10.01,  this Agreement and all authority and power of the Sellers hereunder (whether with
         respect to the Mortgage Loans,  the REO Properties or otherwise) shall  automatically  cease. On or after the receipt
         by the Servicer of such written  notice,  all authority and power of the Servicer under this Agreement  (whether with
         respect to the Mortgage Loans or otherwise)  shall cease.  The Servicer  shall  promptly  reimburse the Purchaser (or
         any designee of the  Purchaser,  such as a master  servicer) and any  Depositor,  as  applicable,  for all reasonable
         expenses  incurred by the Purchaser (or such designee) or such  Depositor,  as such are incurred,  in connection with
         the  termination  of the Servicer as servicer  and the  transfer of  servicing  of the Mortgage  Loans to a successor
         servicer.  The provisions of this paragraph  shall not limit whatever  rights the Purchaser or any Depositor may have
         under other  provisions of this Agreement  and/or any applicable  Reconstitution  Agreement or otherwise,  whether in
         equity or at law, such as an action for damages, specific performance or injunctive relief.

         The following shall be added as Section 12.12 of the Servicing Agreement:

         Section 12.12. Use of Subservicers and Subcontractors.

         (a)      The Servicer shall not hire or otherwise  utilize the services of any  Subservicer to fulfill any of the  obligations
of the Servicer as servicer under this Agreement or any  Reconstitution  Agreement unless the Servicer  complies with the provisions of
paragraph  (b) of this  Section.  The Servicer  shall not hire or otherwise  utilize the services of any  Subcontractor,  and shall not
permit any  Subservicer  to hire or  otherwise  utilize the services of any  Subcontractor,  to fulfill any of the  obligations  of the
Servicer as servicer  under this  Agreement  or any  Reconstitution  Agreement  unless the Servicer  complies  with the  provisions  of
paragraph (d) of this Section.

         (b)      The  Servicer  shall  cause any  Subservicer  used by the  Servicer  (or by any  Subservicer)  for the benefit of the
Purchaser and any Depositor to comply with the provisions of this Section and with Sections  3.01(15),  3.01(18),  3.05,  7.04 and 7.07
of this Agreement to the same extent as if such  Subservicer  were the Servicer,  and to provide the information  required with respect
to such  Subservicer  under Section  3.01(17) of this Agreement.  The Servicer shall be responsible for obtaining from each Subservicer
and delivering to the Purchaser,  any Master Servicer and any Depositor any Annual Statement of Compliance  required to be delivered by
such  Subservicer  under Section  7.04(a),  any  Assessment  of  Compliance  and  Attestation  Report  required to be delivered by such
Subservicer under Section 7.07 and any Annual Certification required under Section 7.04(b) as and when required to be delivered.

         (c)      The Servicer shall  promptly upon request  provide to the  Purchaser,  any Master  Servicer and any Depositor (or any
designee of the Depositor,  such as an administrator) a written description (in form and substance  satisfactory to the Purchaser,  any
Master  Servicer  and such  Depositor)  of the role and  function of each  Subcontractor  utilized  by the Company or any  Subservicer,
specifying  (i) the  identity  of each  such  Subcontractor,  (ii)  which (if any) of such  Subcontractors  are  "participating  in the
servicing  function"  within the meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the meaning of Item 1122 of  Regulation  AB, the  Servicer  shall cause any such  Subcontractor  used by the Servicer (or by any
Subservicer)  for the benefit of the  Purchaser  and any  Depositor  to comply with the  provisions  of Sections  3.05 and 7.07 of this
Agreement to the same extent as if such  Subcontractor  were the Company.  The Servicer  shall be  responsible  for obtaining from each
Subcontractor  and  delivering to the Purchaser and any Depositor any  Assessment of Compliance  and  Attestation  Report and the other
certificates  required to be  delivered  by such  Subservicer  and such  Subcontractor  under  Section  7.07,  in each case as and when
required to be delivered.

         The following shall be added as Section 12.13 of the Servicing Agreement:

         Section 12.13. Third-Party Beneficiary.

         For  purposes of this  Agreement,  the Master  Servicer  shall be  considered  a third party  beneficiary  of this  Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.

         The following shall be added as Exhibit 11 to the Servicing Agreement:

                                                                   EXHIBIT 11

                                                       REPORTING DATA FOR MONTHLY REPORT

                                             Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
         Column Name                            Description                      Decimal           Format Comment           Max
                                                                                                                            Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR               A value  assigned by the  Servicer to define a               Text up to 10 digits             20
                               group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR                       A unique  identifier  assigned to each loan by               Text up to 10 digits             10
                               the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR              A  unique  number  assigned  to a loan  by the               Text up to 10 digits             10
                               Servicer.  This  may  be  different  than  the
                               LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME                  The  borrower  name as  received  in the file.               Maximum  length  of 30 (Last,    30
                               It is not separated by first and last name.                  First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT                  Scheduled   monthly  principal  and  scheduled       2       No  commas(,) or dollar signs    11
                               interest  payment  that a borrower is expected               ($)
                               to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE                  The  loan  interest  rate as  reported  by the       4       Max length of 6                   6
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE                   The loan gross  interest rate less the service       4       Max length of 6                   6
                               fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE                  The   servicer's   fee  rate  for  a  loan  as       4       Max length of 6                   6
                               reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT                   The  servicer's  fee  amount  for  a  loan  as       2       No  commas(,) or dollar signs    11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT                    The new loan  payment  amount as  reported  by       2       No  commas(,) or dollar signs    11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE                  The new loan rate as reported by the Servicer.       4       Max length of 6                   6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE                 The index the  Servicer is using to  calculate       4       Max length of 6                   6
                               a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL              The  borrower's  actual  principal  balance at       2       No  commas(,) or dollar signs    11
                               the beginning of the processing cycle.                       ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL              The  borrower's  actual  principal  balance at       2       No  commas(,) or dollar signs    11
                               the end of the processing cycle.                             ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE         The date at the end of  processing  cycle that               MM/DD/YYYY                       10
                               the  borrower's  next  payment  is  due to the
                               Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1                The first curtailment amount to be applied.          2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1                The   curtailment   interest   on  the   first       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2                The second curtailment amount to be applied.         2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2                The   curtailment   interest   on  the  second       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3                The third curtailment amount to be applied.          2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3                 The   curtailment   interest   on  the   third       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT                        The loan "paid in full"  amount as reported by       2       No  commas(,) or dollar signs    11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE                       The  paid in  full  date  as  reported  by the               MM/DD/YYYY                       10
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                                                                                            Action        Code       Key:     2
                                                                                            15=Bankruptcy,
                               The   standard   FNMA  numeric  code  used  to               30=Foreclosure,   ,   60=PIF,
                               indicate  the  default/delinquent  status of a               63=Substitution,
ACTION_CODE                    particular loan.                                             65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT                    The  amount  of  the  interest  adjustment  as       2       No  commas(,) or dollar signs    11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT         The Soldier and Sailor  Adjustment  amount, if       2       No  commas(,) or dollar signs    11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT               The   Non   Recoverable   Loan   Amount,    if       2       No  commas(,) or dollar signs    11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT                  The amount the  Servicer is passing as a loss,       2       No  commas(,) or dollar signs    11
                               if applicable.                                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL             The  scheduled  outstanding  principal  amount       2       No  commas(,) or dollar signs    11
                               due at the  beginning  of the cycle date to be               ($)
                               passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL             The   scheduled   principal   balance  due  to       2       No  commas(,) or dollar signs    11
                               investors at the end of a processing cycle.                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT                 The scheduled  principal amount as reported by       2       No  commas(,) or dollar signs    11
                               the  Servicer  for the  current  cycle -- only               ($)
                               applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT                  The scheduled  gross interest  amount less the       2       No  commas(,) or dollar signs    11
                               service  fee amount for the  current  cycle as
                               reported by the  Servicer  -- only  applicable
                               for Scheduled/Scheduled Loans.                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT                  The actual  principal  amount collected by the       2       No  commas(,) or dollar signs    11
                               Servicer  for the current  reporting  cycle --               ($)
                               only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                               The  actual  gross  interest  amount  less the
                               service fee amount for the  current  reporting               No  commas(,) or dollar signs
ACTL_NET_INT                   cycle  as  reported  by the  Servicer  -- only       2       ($)                              11
                               applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT            The penalty  amount  received  when a borrower       2       No  commas(,) or dollar signs    11
                               prepays  on  his  loan  as   reported  by  the               ($)
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED         The  prepayment  penalty  amount  for the loan       2       No  commas(,) or dollar signs    11
                               waived by the servicer.                                      ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE                       The    Effective    Payment    Date   of   the               MM/DD/YYYY                       10
                               Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE                       The Modification Type.                                       Varchar  - value can be alpha    30
                                                                                            or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT         The   current   outstanding    principal   and       2       No  commas(,) or dollar signs    11
                               interest advances made by Servicer.                          ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------


         The following shall be added as Exhibit 12 to the Servicing Agreement:

                                                                   EXHIBIT 12

                                                       REPORTING DATA FOR DEFAULTED LOANS

                                               Standard File Layout – Delinquency Reporting

-------------------------------------- ---------------------------------------------------- -------------- ---------------
         Column/Header Name                                Description                         Decimal     Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR                      A  unique   number   assigned  to  a  loan  by  the
                                       Servicer.  This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR                               A unique  identifier  assigned  to each loan by the
                                       originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR                             Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR                      Contains  a  unique   number  as   assigned  by  an
                                       external  servicer  to identify a group of loans in
                                       their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME                    First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME                     Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS                           Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE                             The state where the  property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP                               Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE                 The date that the  borrower's  next  payment is due                 MM/DD/YYYY
                                       to the servicer at the end of processing  cycle, as
                                       reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE                              Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE                  The date a particular bankruptcy claim was filed.                   MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE                The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR                    The  case  number  assigned  by  the  court  to the
                                       bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE                 The payment due date once the  bankruptcy  has been                 MM/DD/YYYY
                                       approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE             The  Date  The  Loan Is  Removed  From  Bankruptcy.                 MM/DD/YYYY
                                       Either  by  Dismissal,  Discharged  and/or a Motion
                                       For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE                     The Date The Loss  Mitigation  Was  Approved By The                 MM/DD/YYYY
                                       Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE                          The  Type Of Loss  Mitigation  Approved  For A Loan
                                       Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE                 The Date The Loss Mitigation  /Plan Is Scheduled To                 MM/DD/YYYY
                                       End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE                 The Date The Loss Mitigation Is Actually Completed                  MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE                   The date DA Admin  sends a letter  to the  servicer                 MM/DD/YYYY
                                       with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE                 Date  File  Was  Referred  To  Attorney  to  Pursue                 MM/DD/YYYY
                                       Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE                       Notice  of 1st  legal  filed  by an  Attorney  in a                 MM/DD/YYYY
                                       Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE              The date by which a  foreclosure  sale is  expected                 MM/DD/YYYY
                                       to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE                       The actual date of the foreclosure sale.                            MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT                        The amount a property  sold for at the  foreclosure        2        No   commas(,)
                                       sale.                                                               or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE                    The date the  servicer  initiates  eviction  of the                 MM/DD/YYYY
                                       borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE                The date the court revokes legal  possession of the                 MM/DD/YYYY
                                       property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE                             The price at which an REO property is marketed.            2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE                              The date an REO  property is listed at a particular                 MM/DD/YYYY
                                       price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT                              The dollar value of an offer for an REO property.          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME                        The  date an offer  is  received  by DA Admin or by                 MM/DD/YYYY
                                       the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE                       The date the REO sale of the  property is scheduled                 MM/DD/YYYY
                                       to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE                Actual Date Of REO Sale                                             MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE                          Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE                    A  code  that   indicates   the  condition  of  the
                                       property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE                   The date a  property inspection is performed.                       MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE                         The date the appraisal was done.                                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL                           The  current "as is" value of the  property  based        2
                                       on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL                      The amount the  property  would be worth if repairs        2
                                       are completed  pursuant to a broker's price opinion
                                       or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE                     FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE                     The  circumstances  which caused a borrower to stop
                                       paying on a loan.  Code  indicates  the  reason why
                                       the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE                    Date  Mortgage   Insurance  Claim  Was  Filed  With                 MM/DD/YYYY
                                       Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT                           Amount of Mortgage Insurance Claim Filed                            No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE                     Date Mortgage  Insurance  Company  Disbursed  Claim                 MM/DD/YYYY
                                       Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID                      Amount Mortgage Insurance Company Paid On Claim            2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE                  Date Claim Was Filed With Pool Insurance Company                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT                         Amount of Claim Filed With Pool Insurance Company          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE                   Date Claim Was  Settled and The Check Was Issued By                 MM/DD/YYYY
                                       The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID                    Amount Paid On Claim By Pool Insurance Company             2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE             Date FHA Part A Claim Was Filed With HUD                           MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT                    Amount of FHA Part A Claim Filed                          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE              Date HUD Disbursed Part A Claim Payment                            MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT               Amount HUD Paid on Part A Claim                           2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE              Date FHA Part B Claim Was Filed With HUD                          MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT                     Amount of FHA Part B Claim Filed                         2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE                Date HUD Disbursed Part B Claim Payment                          MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT               Amount HUD Paid on Part B Claim                           2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE                     Date VA Claim Was Filed With the Veterans Admin                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE                      Date Veterans Admin. Disbursed VA Claim Payment                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT                       Amount Veterans Admin. Paid on VA Claim                   2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------


Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept  alternative  Loss Mitigation Types to those above,  provided that they are consistent with industry
standards.  If Loss  Mitigation  Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown


Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                      029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                      030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------



Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------- ------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------


         The following shall be added as Exhibit 13 to the Servicing Agreement:

                                                                   EXHIBIT 13

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE: Do not net or combine  items.  Show all expenses  individually  and all credits as separate line items.  Claim  packages
         are due on the  remittance  report date.  Late  submissions  may result in claims not being passed until the following  month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


                           The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:

         1.       The Actual Unpaid Principal Balance of the Mortgage Loan. For  documentation,  an Amortization  Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.

         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
                  payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
                  basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period

                     of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to
                     recover advances.

                   *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For  HUD/VA  loans,  use line  (18a) for Part  A/Initial  proceeds  and line  (18b) for Part  B/Supplemental
                           proceeds.

         Total Realized Loss (or Amount of Any Gain)
         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________

----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $_______________ (1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              _________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                                $_______________(13)
         Credits:
         (14) Escrow Balance                                                    $_______________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________ (19)
         (20) Proceeds from Sale of Acquired Property                           ________________ (20)
         (21) Other (itemize)                                                   ________________ (21)
              _________________________________________                         ________________ (21)

              Total Credits                                                     $________________(22)
         Total Realized Loss (or Amount of Gain)                                $________________(23)


Escrow Disbursement Detail


------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------



         The following shall be added as Exhibit 14 to the Servicing Agreement:

                                                                   EXHIBIT 14

                                                      COMPANY'S OBLIGATIONS IN CONNECTION
                                                             WITH A RECONSTITUTION

o        The Company shall (i) possess the ability to service to a securitization  documents;  (ii) service on a  "Scheduled/Scheduled"
         reporting basis (advancing through the liquidation of an REO Property),  (iii) make compensating  interest payments on payoffs
         and (iv) remit and report to a master  servicer in format  acceptable to such master servicer by the 10th calendar day of each
         month.

o        The Company shall provide an acceptable annual  certification  (officer's  certificate) to the master servicer (as required by
         the Sarbanes-Oxley Act of 2002) as well as any other annual certifications  required under the securitization  documents (i.e.
         the annual statement as to  compliance/annual  independent  certified public accountants'  servicing report due by February 28
         of each year).

o        The Company shall allow for the Purchaser,  the master  servicer or their  designee to perform a review of audited  financials
         and net worth of the Company.

o        The Company shall provide  information on each  Custodial  Account as requested by the master  servicer or the Purchaser,  and
         each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.

o        The Company shall maintain its servicing system in accordance with the requirements of the master servicer.


         The following shall be added as Exhibit 15 to the Servicing Agreement:

                                                                   EXHIBIT 15

                                                         FORM OF COMPANY CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  COMPANY]  (the  "Company"),  certify  to  [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

                  I have reviewed the servicer compliance  statement of the Company provided in accordance with Item 1123 of Regulation
         AB (the "Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing criteria set forth
         in Item  1122(d) of  Regulation  AB (the  "Servicing  Criteria"),  provided in  accordance  with Rules 13a-18 and 15d-18 under
         Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and  Item  1122 of  Regulation  AB  (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered by the Company to the [Depositor] [Master Servicer] [Securities  Administrator]  [Trustee] pursuant to the Agreement
         (collectively, the "Company Servicing Information");

                  Based on my knowledge, the Company Servicing Information,  taken as a whole, does not contain any untrue statement of
         a material  fact or omit to state a material fact  necessary to make the  statements  made, in the light of the  circumstances
         under which such  statements  were made,  not misleading  with respect to the period of time covered by the Company  Servicing
         Information;

                  Based on my  knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the
         Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

                  I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and based on
         my knowledge  and the  compliance  review  conducted  in preparing  the  Compliance  Statement  and except as disclosed in the
         Compliance  Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under
         the Agreement in all material respects; and

The  Compliance  Statement  required to be  delivered by the Company  pursuant to this  Agreement,  and the  Servicing  Assessment  and
Attestation  Report  required to be provided by the Company and by any Subservicer and  Subcontractor  pursuant to the Agreement,  have
been  provided to the  [Depositor]  [Master  Servicer].  Any material  instances of  noncompliance  described in such reports have been
disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.

         The following shall be added as Exhibit 16 to the Servicing Agreement:

                                                              EXHIBIT 16

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

NOTE:  This Exhibit 16 is provided for  convenience of reference  only. In the event of a conflict or  inconsistency  between the terms
of this Exhibit 16 and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the
SEC shall control.

Item 1122(d)

(a)      General servicing considerations.

        (1)      Policies and procedures are instituted to monitor any  performance or other triggers and events of default in accordance  with
the transaction agreements.

        (2)      If any material  servicing  activities are outsourced to third parties,  policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.

        (3)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

        (4)      A fidelity bond and errors and omissions policy is in effect on the party  participating in the servicing function  throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

(b)      Cash collection and administration.

        (1)      Payments on mortgage loans are deposited into the  appropriate  custodial bank accounts and related bank clearing  accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.

        (2)      Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

        (3)      Advances of funds or guarantees  regarding  collections,  cash flows or distributions,  and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.

        (4)      The  related  accounts  for  the  transaction,   such  as  cash  reserve  accounts  or  accounts  established  as  a  form  of
overcollateralization,  are  separately  maintained  (e.g.,  with  respect  to  commingling  of cash) as set  forth in the  transaction
agreements.

        (5)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

        (6)      Unissued checks are safeguarded so as to prevent unauthorized access.

        (7)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(c)      Investor remittances and reporting.

        (1)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

        (2)      Amounts due to investors are allocated and remitted in accordance with timeframes,  distribution  priority and other terms set
forth in the transaction agreements.

        (3)      Disbursements  made to an investor are posted  within two business  days to the  Servicer's  investor  records,  or such other
number of days specified in the transaction agreements.

        (4)      Amounts remitted to investors per the investor  reports agree with cancelled  checks,  or other form of payment,  or custodial
bank statements.

(d)      Mortgage Loan administration.

        (1)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

        (2)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

        (3)      Any additions,  removals or substitutions to the asset pool are made,  reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.

        (4)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

        (5)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

        (6)      Changes with respect to the terms or status of an obligor's  mortgage loans (e.g., loan  modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.

        (7)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

        (8)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

        (9)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

        (10)     Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
(C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

        (11)     Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

        (12)     Any late payment  penalties  in  connection  with any payment to be made on behalf of an obligor are paid from the  Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

        (13)     Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

        (14)     Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

        (15)     Any external  enhancement  or other  support,  identified in Item  1114(a)(1)  through (3) or Item 1115 of  Regulation AB,  is
maintained as set forth in the transaction agreements.


         The following shall be added as Exhibit 17 to the Servicing Agreement:

                                                              EXHIBIT 17

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

NOTE:  This Exhibit 17 is provided for  convenience of reference  only. In the event of a conflict or  inconsistency  between the terms
of this Exhibit 17 and the text of Regulation  AB, the text of Regulation AB, its adopting  release and other public  statements of the
SEC shall control.

Item 1105(a)(1)-(3) and (c)

         -Provide  static pool  information  with respect to mortgage loans that were  originated or purchased by the Company and which
are of the same type as the Mortgage Loans.

         -Provide static pool information  regarding  delinquencies,  cumulative  losses and prepayments for prior securitized pools of
the Company.

         -If the Company has less than 3 years  experience  securitizing  assets of the same type as the  Mortgage  Loans,  provide the
static pool  information by vintage  origination  years  regarding  loans  originated or purchased by the Company,  instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.

         -Such  static pool  information  shall be for the prior five years,  or for so long as the  Company  has been  originating  or
purchasing (in the case of data by vintage  origination  year) or securitizing  (in the case of data by prior  securitized  pools) such
mortgage loans if for less than five years.

         -The static pool information for each vintage  origination year or prior securitized  pool, as applicable,  shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.

         -Provide summary  information for the original  characteristics  of the prior securitized pools or vintage  origination years,
as applicable and material,  including:  number of pool assets, original pool balance,  weighted average initial loan balance, weighted
average  mortgage rate,  weighted  average and minimum and maximum FICO,  product type, loan purpose,  weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.


Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Securitization Transaction:

         -a description of the Company's form of organization;

         -a description of how long the Company has been servicing  residential  mortgage loans; a general  discussion of the Company's
experience in servicing  assets of any type as well as a more detailed  discussion of the Company's  experience  in, and procedures for
the  servicing  function it will perform  under this  Agreement  and any  Reconstitution  Agreements;  information  regarding the size,
composition  and growth of the  Company's  portfolio of mortgage  loans of the type similar to the Mortgage  Loans and  information  on
factors  related  to the  Company  that may be  material  to any  analysis  of the  servicing  of the  Mortgage  Loans  or the  related
asset-backed securities,  as applicable,  including whether any default or servicing related performance trigger has occurred as to any
other  securitization due to any act or failure to act of the Company,  whether any material  noncompliance  with applicable  servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;

         -a  description  of any material  changes to the Company's  policies or  procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Company's  financial  condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Securitization Transaction, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved  in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Company's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and  interest  advances  made by the  Company on the  Mortgage  Loans and the
Company's overall servicing portfolio for the past three years; and

         -the Company's process for handling  delinquencies,  losses,  bankruptcies and recoveries,  such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1110(a)

         -Identify any originator or group of affiliated originators that originated,  or is expected to originate,  10% or more of the
mortgage loans in any loan group in the securitization issued in the Securitization Transaction.


Item 1110(b)

         Provide the following  information with respect to any originator or group of affiliated  originators  that originated,  or is
expected  to  originate,  20% or more of the  mortgage  loans in any loan  group in the  securitization  issued  in the  Securitization
Transaction:

         -the Company's form of organization; and

         -a  description  of the Company's  origination  program and how long the Company has been engaged in  originating  residential
mortgage  loans,  which  description  must include a discussion of the Company's  experience in originating  mortgage loans of the same
type as the Mortgage  Loans and  information  regarding  the size and  composition  of the Company's  origination  portfolio as well as
information  that may be material to an analysis of the performance of the Mortgage  Loans,  such as the Company's  credit-granting  or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.


Item 1117

         -describe any legal  proceedings  pending against the Company or against any of its property,  including any proceedings known
to be contemplated  by governmental  authorities,  that may be material to the holders of the securities  issued in the  Securitization
Transaction.


Item 1119(a)

         -describe  any  affiliations  of the Company,  each other  originator  of the  Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Securitization Transaction.


Item 1119(b)

         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the Securitization  Transaction,  between the Company, each other originator of the Mortgage Loans and each Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Securitization Transaction.

Item 1119(c)

         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
Mortgage Loans or the  Securitization  Transaction,  including the material terms and approximate  dollar amount involved,  between the
Company, each other originator of the Mortgage Loans and each Subservicer,  or their respective  affiliates and the sponsor,  depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.


         The following shall be added as Exhibit 18 to the Servicing Agreement:

                                                              EXHIBIT 18

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The assessment of compliance to be delivered by the Company shall address,  at a minimum,  the criteria identified as below as
"Applicable Servicing Criteria":

--------------------------------------------------------------------------------------------- -----------------------
                                     Servicing Criteria                                        Applicable Servicing
                                                                                                     Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures  are  instituted to monitor any  performance            X
                        or other  triggers  and  events of default  in  accordance  with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If  any  material  servicing  activities  are  outsourced  to  third            X
                        parties,  policies  and  procedures  are  instituted  to monitor the
                        third  party's   performance  and  compliance  with  such  servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any  requirements  in  the  transaction  agreements  to  maintain  a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions  policy is in effect on the            X
                        party   participating  in  the  servicing  function  throughout  the
                        reporting  period  in  the  amount  of  coverage   required  by  and
                        otherwise  in   accordance   with  the  terms  of  the   transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments  on  mortgage  loans  are  deposited  into the  appropriate            X
                        custodial  bank accounts and related bank clearing  accounts no more
                        than two business days  following  receipt,  or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements  made via wire  transfer on behalf of an obligor or to            X
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees  regarding  collections,  cash flows            X
                        or  distributions,  and any  interest or other fees charged for such
                        advances,  are made,  reviewed  and  approved  as  specified  in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The  related  accounts  for the  transaction,  such as cash  reserve
                        accounts    or    accounts     established     as    a    form    of
                        overcollateralization,   are  separately   maintained   (e.g.,  with            X
                        respect  to  commingling  of cash) as set  forth in the  transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each  custodial   account  is  maintained  at  a  federally  insured            X
                        depository  institution as set forth in the transaction  agreements.
                        For  purposes  of  this  criterion,  "federally  insured  depository
                        institution" with respect to a foreign  financial  institution means
                        a foreign financial  institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued  checks  are  safeguarded  so  as to  prevent  unauthorized            X
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations   are   prepared   on  a  monthly   basis  for  all            X
                        asset-backed  securities related bank accounts,  including custodial
                        accounts and related bank clearing accounts.  These  reconciliations
                        are (A)  mathematically  accurate;  (B) prepared  within 30 calendar
                        days after the bank  statement  cutoff date, or such other number of
                        days  specified  in the  transaction  agreements;  (C)  reviewed and
                        approved  by  someone   other  than  the  person  who  prepared  the
                        reconciliation;  and (D) contain explanations for reconciling items.
                        These  reconciling  items are  resolved  within 90 calendar  days of
                        their  original  identification,   or  such  other  number  of  days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports  to  investors,   including  those  to  be  filed  with  the            X
                        Commission,  are  maintained  in  accordance  with  the  transaction
                        agreements and  applicable  Commission  requirements.  Specifically,
                        such  reports (A) are prepared in  accordance  with  timeframes  and
                        other  terms set forth in the  transaction  agreements;  (B) provide
                        information  calculated  in accordance  with the terms  specified in
                        the  transaction  agreements;  (C) are filed with the  Commission as
                        required  by  its  rules  and   regulations;   and  (D)  agree  with
                        investors'  or  the  trustee's   records  as  to  the  total  unpaid
                        principal  balance  and number of  mortgage  loans  serviced  by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors  are  allocated  and remitted in accordance            X
                        with timeframes,  distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements  made to an investor  are posted  within two  business
                        days to the  Servicer's  investor  records,  or such other number of            X
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts  remitted to investors  per the investor  reports agree with
                        cancelled  checks,  or other  form of  payment,  or  custodial  bank            X
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------
                                             Pool Asset Administration                                  X
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage  loans is maintained as required            X
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related  documents are  safeguarded as required by            X
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any  additions,  removals  or  substitutions  to the asset  pool are            X
                        made,  reviewed and approved in  accordance  with any  conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments  on  mortgage  loans,   including  any  payoffs,   made  in            X
                        accordance  with the related  mortgage loan  documents are posted to
                        the Servicer's  obligor records maintained no more than two business
                        days after  receipt,  or such other number of days  specified in the
                        transaction  agreements,  and  allocated to  principal,  interest or
                        other items (e.g.,  escrow) in accordance with the related  mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's  records  regarding the mortgage loans agree with the            X
                        Servicer's  records with respect to an  obligor's  unpaid  principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes  with  respect  to  the  terms  or  status  of an  obligor's            X
                        mortgage  loans (e.g.,  loan  modifications  or re-agings) are made,
                        reviewed and approved by  authorized  personnel in  accordance  with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss  mitigation  or  recovery  actions  (e.g.,  forbearance  plans,            X
                        modifications  and deeds in lieu of  foreclosure,  foreclosures  and
                        repossessions,   as  applicable)   are   initiated,   conducted  and
                        concluded in accordance  with the  timeframes or other  requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records  documenting  collection  efforts are maintained  during the            X
                        period  a  mortgage  loan  is  delinquent  in  accordance  with  the
                        transaction  agreements.  Such records are  maintained on at least a
                        monthly  basis,  or such other period  specified in the  transaction
                        agreements,  and  describe  the entity's  activities  in  monitoring
                        delinquent  mortgage  loans  including,  for  example,  phone calls,
                        letters and payment  rescheduling  plans in cases where  delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments  to interest rates or rates of return for mortgage loans            X
                        with variable rates are computed based on the related  mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding  any funds  held in trust for an  obligor  (such as escrow            X
                        accounts):  (A) such  funds are  analyzed,  in  accordance  with the
                        obligor's  mortgage loan documents,  on at least an annual basis, or
                        such other  period  specified  in the  transaction  agreements;  (B)
                        interest  on such  funds  is  paid,  or  credited,  to  obligors  in
                        accordance with  applicable  mortgage loan documents and state laws;
                        and (C) such funds are  returned to the  obligor  within 30 calendar
                        days of full repayment of the related  mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments  made on behalf  of an  obligor  (such as tax or  insurance            X
                        payments)  are made on or before the related  penalty or  expiration
                        dates,  as  indicated on the  appropriate  bills or notices for such
                        payments,  provided  that  such  support  has been  received  by the
                        servicer at least 30  calendar  days prior to these  dates,  or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late  payment  penalties  in  connection  with any payment to be            X
                        made on behalf of an obligor are paid from the servicer's  funds and
                        not charged to the  obligor,  unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements  made on behalf of an obligor  are  posted  within two
                        business days to the obligor's  records  maintained by the servicer,
                        or  such  other  number  of  days   specified  in  the   transaction            X
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies,   charge-offs   and   uncollectible   accounts   are            X
                        recognized   and  recorded  in  accordance   with  the   transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any  external  enhancement  or  other  support,  identified  in Item
                        1114(a)(1)  through (3) or Item 1115 of Regulation AB, is maintained            X
1122(d)(4)(xv)          as set forth in the transaction agreements.
-----------------------                                                                       -----------------------
----------------------- --------------------------------------------------------------------- -----------------------


Miscellaneous

3.       Notwithstanding  anything to the contrary  contained  herein or in the  Servicing  Agreement,  Company  acknowledges  that the
Mortgage  Loans may be part of a REMIC and hereby  agrees  that in no event will it service the  Mortgage  Loans in a manner that would
(i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the  imposition of a tax upon any REMIC  (including but not limited
to the tax on prohibited  transactions as defined in Section  860F(a)(2) of the Code and the tax on  contributions to a REMIC set forth
in Section  860G(d) of the Code).  It is the  intention of EMC and Company that this  Recognition  Agreement  shall be binding upon and
for the benefit of the respective successors and assigns of the parties hereto.

4.       All demands,  notices and communications  related to the Mortgage Loans and this Recognition Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:

                  a.       In the case of Company,

                  PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation)
                  3000 Leadenhall Road
                  Mail Stop: SVMP
                  Mt. Laurel, New Jersey  08054
                           Attention: Bill Fricke

                  c.       In the case of EMC,

                           EMC Mortgage Corporation
                           MacArthur Ridge II
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention:  Ralene Ruyle
                           Telecopy: (214) 626-3751


5.       Each  party will pay any  commissions  it has  incurred  and the  reasonable  fees of its  attorneys  in  connection  with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.

6.       This  Recognition  Agreement  shall be  construed  in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

7.       No term or  provision  of this  Recognition  Agreement  may be waived or modified  unless such  waiver or  modification  is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

8.       This  Recognition  Agreement shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Company or EMC may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed Company or EMC,
respectively, hereunder.

9.       This Recognition  Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the Servicing  Agreement
and this Recognition  Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition  Agreement and the AAR
Agreement.

10.      This Recognition Agreement may be executed  simultaneously in any number of counterparts.  Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.

11.      In the event that any provision of this  Recognition  Agreement  conflicts with any provision of the Servicing  Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.



         IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.




                                                     EMC MORTGAGE CORPORATION


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                     PHH MORTGAGE CORPORATION


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                             ATTACHMENT 1

                                                         2000-1 MORTGAGE LOANS


                                                        (Provided upon request)



                                                             ATTACHMENT 2

                                                         2002-5 MORTGAGE LOANS



                                                        (Provided upon request)



                                                             ATTACHMENT 3

                                                        2002-10 MORTGAGE LOANS


                                                        (Provided upon request)



                                                             ATTACHMENT 4

                                                          SERVICING AGREEMENT


                                                        (Provided upon request)




                                                                                                                            EXHIBIT I-6


                                                         RECOGNITION AGREEMENT

   This is a Recognition  Agreement (this  "Recognition  Agreement")  made as of July 1, 2006,  between EMC Mortgage  Corporation  (the
"EMC") and U.S. Bank, NA (the "Company").

   WHEREAS,  the mortgage loans  identified on Attachment 1 hereto (the "Mortgage  Loans") were acquired by EMC through the exercise of
an optional redemption right held by EMC in connection with the Bear Stearns ALT-A Trust 2002-2,  Mortgage  Pass-Through  Certificates,
Series 2002-2; and

   WHEREAS,  the Company  agreed to service the Mortgage Loans in accordance  with the terms and  conditions of that certain  Purchase,
Warranties and Servicing  Agreement dated as of March 1, 2003, as amended by Amendment No. 1 to the Purchase,  Warranties and Servicing
Agreement, dated as of January 31, 2006, between the Company and EMC (as amended, the "Servicing Agreement").

   In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties hereto agree that the Mortgage Loans shall be subject to the terms of
this Recognition  Agreement.  Any capitalized  term used and not otherwise  defined herein shall have the meaning assigned to such term
in the Servicing Agreement.

Recognition of EMC

12.      From and after the date hereof,  the Company shall  recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC  pursuant to the terms of the  Servicing  Agreement  (as  modified  herein) as if EMC and the Company had entered  into a
separate servicing agreement for the servicing of the Mortgage Loans in the form of the Servicing  Agreement (as modified herein),  the
terms of which are incorporated herein by reference.

Assignment of Mortgage Loans and Recognition Agreement to Trustee

13.      The Company hereby  acknowledges  that EMC will assign  certain of the Mortgage Loans and the Servicing  Agreement to JPMorgan
Chase Bank, National Association,  as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through  Certificates,  Series
2006-5 (the "Trustee"),  on July 31, 2006 pursuant to that certain Assignment,  Assumption and Recognition Agreement,  dated as of July
31, 2006 (the "AAR Agreement")  among EMC, the Trustee and the Company.  Company hereby  acknowledges and consents to the assignment by
EMC to the Trustee of all of EMC's rights against  Company  pursuant to this  Recognition  Agreement and to the enforcement or exercise
of any right or remedy against Company  pursuant to this Recognition  Agreement by the Trustee,  to the extent such rights and remedies
pertain to such Mortgage  Loans.  Such  enforcement  of a right or remedy by the Trustee shall have the same force and effect as if the
right or remedy had been  enforced or  exercised  by EMC  directly.  Notwithstanding  anything  in this  Recognition  Agreement  to the
contrary,  Company acknowledges and agrees that its obligation to service the Mortgage Loans affected by this Recognition  Agreement is
not conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.

Representations, Warranties and Covenants

14.      EMC warrants and represents to Company as of the date hereof:

g.       EMC is a  corporation  duly  organized,  validly  existing  and in good  standing  under the laws of the  jurisdiction  of its
                           formation  and has full power and  authority  to execute,  deliver and  perform its  obligations  under this
                           Recognition  Agreement,  and to consummate  the  transactions  set forth  herein.  The  consummation  of the
                           transactions  contemplated  by this  Recognition  Agreement is in the ordinary  course of EMC's business and
                           will not  conflict  with,  or result in a breach of, any of the terms,  conditions  or  provisions  of EMC's
                           charter or by-laws or any legal  restriction,  or any material agreement or instrument to which EMC is now a
                           party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or
                           decree to which EMC or its  property is subject.  The  execution,  delivery and  performance  by EMC of this
                           Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  action on the part of EMC.  This  Recognition  Agreement has been duly executed
                           and delivered by EMC and, upon the due  authorization,  execution and delivery by Company,  will  constitute
                           the valid and legally binding obligation of EMC enforceable  against EMC in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

h.       No material  consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any governmental
                           entity is required to be obtained or made by EMC in connection  with the execution,  delivery or performance
                           by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.

15.      Company warrants and represents to, and covenants with, EMC as of the date hereof:

m.       Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement;

n.       Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                           and has all  requisite  power and  authority  to service the  Mortgage  Loans and  otherwise  to perform its
                           obligations under the Servicing Agreement and this Recognition Agreement;

o.       Company has full  corporate  power and  authority  to execute,  deliver and  perform its  obligations  under this  Recognition
                           Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the  transactions
                           contemplated  by this  Recognition  Agreement is in the ordinary  course of Company's  business and will not
                           conflict with, or result in a breach of, any of the terms,  conditions or provisions of Company's charter or
                           by-laws or any legal  restriction,  or any material  agreement or instrument to which Company is now a party
                           or by which it is bound, or result in the violation of any law, rule, regulation,  order, judgment or decree
                           to which Company or its property is subject.  The  execution,  delivery and  performance  by Company of this
                           Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  corporate action on the part of Company.  This  Recognition  Agreement has been
                           duly executed and  delivered by Company,  and,  upon the due  authorization,  execution and delivery by EMC,
                           will  constitute  the valid and legally  binding  obligation  of  Company,  enforceable  against  Company in
                           accordance  with  its  terms  except  as  enforceability  may  be  limited  by  bankruptcy,  reorganization,
                           insolvency,  moratorium  or other  similar  laws now or hereafter in effect  relating to  creditors'  rights
                           generally,  and by general  principles  of equity  regardless of whether  enforceability  is considered in a
                           proceeding in equity or at law; and

p.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.

         Modification of Servicing Agreement

         5.       The Company and Assignor hereby amend the Servicing Agreement as follows:

   (a)   The following definitions are added to Article I of the Servicing Agreement:

            Assignee:  Citibank,  N.A.,  as  trustee  for  the  holders  of  Bear  Stearns  ALT-A  Trust,  Mortgage  Pass-Through
         Certificates, Series 2006-5.

            Master Servicer:  Wells Fargo Bank, National  Association,  or its successors in interest who meet the qualifications
         of the Pooling and Servicing Agreement and this Agreement.

            Pooling and Servicing  Agreement:  That certain  pooling and  servicing  agreement,  dated as of June 1, 2006,  among
         Structured Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and the Owner.

            Trustee:  Citibank,  N.A.,  or its  successor  in interest,  or any  successor  trustee  appointed as provided in the
         Pooling and Servicing Agreement.

   (b)   The definition of Eligible  Institution in Section 1.01 of the Servicing  Agreement is hereby modified by adding the following
proviso at the end of clause (i):

   ";  provided,  however,  that U.S.  Bank,  N.A.  shall be  considered an Eligible  Institution  only if it maintains the same rating
assigned to it as of the date hereof."

   (c)   Section 11.18 of the PWS Agreement is hereby amended by deleting the  indemnification  provided  therein and  substituting the
following provisions in lieu thereof:

   "Company shall indemnify and hold harmless the Assignor, each affiliate of the Assignor, SAMI II, the Assignee,  Bear, Stearns & Co.
Inc. (the  "Underwriter")  and each affiliate of the  Underwriter,  each Person  (including,  but not limited to, the Master  Servicer)
responsible for the  preparation,  execution or filing of any report  required to be filed with the  Commission,  or for execution of a
certification  pursuant to Rule  13a-14(d) or Rule  15d-14(d)  under the Exchange Act, each Person who controls the Assignor,  SAMI II,
the Assignee or the  Underwriter  (within the meaning of Section 15 of the  Securities Act and Section 20 of the Exchange Act); and the
respective  present and former directors,  officers,  employees,  agents and affiliates of each of the foregoing (each, an "Indemnified
Party"), and shall hold each of them harmless from and against any claims, losses, damages, penalties,  fines, forfeitures,  legal fees
and expenses  and related  costs,  judgments,  and any other costs,  fees and expenses  that any of them may sustain  arising out of or
based upon:

   (i) (A) any untrue  statement of a material fact  contained or alleged to be contained in any  information,  report,  certification,
data,  accountants'  letter or other material provided under Sections 6.04, 6.07, 11.18 or 11.19 of the PWS Agreement by the Company or
by another  third-party at the direction of the Company,  or provided under Sections 6.04, 6.07, 11.18 or 11.19 of the PWS Agreement by
or at the direction of any Subservicer,  Subcontractor or Third-Party Originator (collectively,  the "Company Information"), or (B) the
omission or alleged  omission to state in the Company  Information a material fact required to be stated in the Company  Information or
necessary in order to make the  statements  therein,  in the light of the  circumstances  under which they were made,  not  misleading;
provided,  by way of  clarification,  that  clause  (B) of this  paragraph  shall be  construed  solely  by  reference  to the  Company
Information  and not to any other  information  communicated  in connection  with a sale or purchase of  securities,  without regard to
whether the Company Information or any portion thereof is presented together with or separately from such other information;

   (ii) any  breach  by the  Company  of its  obligations  under  Sections  6.04,  6.07,  11.18 or  11.19 of PWS  Agreement,  including
particularly any failure by the Company, any Subservicer,  any Subcontractor or any Third-Party  Originator to deliver any information,
report,  certification,  accountants'  letter or other material when and as required under Sections 6.04,  6.07,  11.18 or 11.19 of the
PWS Agreement,  including any failure by the Company to identify any  Subcontractor  "participating  in the servicing  function" within
the meaning of Item 1122 of Regulation AB;

   (iii) any breach by the Company of a  representation  or warranty  set forth in Section  3.01 of the PWS  Agreement  or in a writing
furnished  pursuant  to Section  3.01 of the PWS  Agreement  and made as of a date prior to the date  hereof,  to the extent  that such
breach is not cured by the date hereof, or any breach by the Company of a representation  or warranty in a writing  furnished  pursuant
to Section 3.01 of the PWS Agreement to the extent made as of a date subsequent to the date hereof; or

   (iv) the negligence,  bad faith or willful  misconduct of the Company in connection with its performance  under Sections 6.04, 6.07,
11.18 or 11.19 of the PWS Agreement."

Miscellaneous

         6.       Notwithstanding  anything to the contrary contained herein or in the Servicing  Agreement,  Company acknowledges that
the Mortgage  Loans may be part of a REMIC or multiple  REMICs and hereby agrees that in no event will it service the Mortgage Loans in
a manner  that  would (i)  cause  any REMIC to fail to  qualify  as a REMIC or (ii)  result  in the  imposition  of a tax upon any such
intended REMIC  (including but not limited to the tax on prohibited  transactions as defined in Section  860F(a)(2) of the Code and the
tax on  contributions  to a REMIC set  forth in  Section  860G(d)  of the  Code).  It is the  intention  of EMC and  Company  that this
Recognition Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.

         7.       All demands,  notices and  communications  related to the Mortgage Loans and this  Recognition  Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:

                  a.       In the case of Company,

                           U.S. Bank, N.A.
                           1550 East 79th Street
                           Bloomington, MN 55425
                           Attn: Cheikh Faye

                  b.       In the case of EMC,

                           EMC Mortgage Corporation
                           MacArthur Ridge II
                           909 Hidden Ridge Drive, Suite 200
                           Irving, Texas 75038
                           Attention: Ralene Ruyle
                           Telecopy: (972) 444-2810

         8.       Each party will pay any  commissions it has incurred and the reasonable  fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.

         9.       This  Recognition  Agreement shall be construed in accordance with the laws of the State of New York,  without regard
to conflicts of law principles,  and the  obligations,  rights and remedies of the parties  hereunder shall be determined in accordance
with such laws.

         10.      No term or provision of this  Recognition  Agreement may be waived or modified  unless such waiver or modification is
in writing and signed by the party against whom such waiver or modification is sought to be enforced.

         11.      This  Recognition  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any
entity into which Company or EMC may be merged or  consolidated  shall,  without the  requirement  for any further  writing,  be deemed
Company or EMC, respectively, hereunder.

         12.      This  Recognition  Agreement  shall survive the conveyances of the Mortgage Loans and the assignment of the Servicing
Agreement and this  Recognition  Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this  Recognition  Agreement
and the AAR Agreement.

         13.      This Recognition  Agreement may be executed  simultaneously in any number of counterparts.  Each counterpart shall be
deemed to be an original and all such counterparts shall constitute one and the same instrument.

         14.      In the event  that any  provision  of this  Recognition  Agreement  conflicts  with any  provision  of the  Servicing
Agreement with respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.



         IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.




                                                     EMC MORTGAGE CORPORATION


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                     U.S. BANK, NA


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                             ATTACHMENT 1

                                                            MORTGAGE LOANS


                                                       (Available upon request)



                                                             ATTACHMENT 2

                                                          SERVICING AGREEMENT


                                                       (Available upon request)






                                                                                                                            EXHIBIT I-7


                                                         RECOGNITION AGREEMENT

   This is a Recognition Agreement (this "Recognition  Agreement") made as of July 1, 2006, between EMC Mortgage Corporation (the "EMC"
or the "Assignor") and Wells Fargo Bank, National Association (the "Company").

         WHEREAS,  EMC acquired the mortgage loans identified on Attachment 1 hereto (the "Mortgage  Loans") through the exercise of an
optional  redemption  right held by EMC in  connection  with the Bear Stearns ARM Trust  2002-5,  Mortgage  Pass-Through  Certificates,
Series 2002-5; and

         WHEREAS,  the Company is currently  servicing the Mortgage  Loans in accordance  with the terms and conditions of that certain
Amended and Restated Master Seller's Warranties and Servicing  Agreement dated as of November 1, 2005 (as amended,  the "Warranties and
Servicing Agreement"), by and between the Company and EMC, attached hereto as Attachment 2.

   In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties hereto agree that the Mortgage Loans shall be subject to the terms of
this Recognition  Agreement.  Any capitalized  term used and not otherwise  defined herein shall have the meaning assigned to such term
in the Warranties and Servicing Agreement.

Recognition of EMC

16.      From and after the date hereof,  the Company shall  recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the  Warranties  and  Servicing  Agreement  (as  modified  herein) as if EMC and the Company had
entered into a separate  servicing  agreement  for the  servicing of the Mortgage  Loans in the form of the  Warranties  and  Servicing
Agreement (as modified herein), the terms of which are incorporated herein by reference.

Assignment of Mortgage Loans and Recognition Agreement to Trustee

17.      The  Company  hereby  acknowledges  that EMC will  assign  certain of the  Mortgage  Loans and the  Warranties  and  Servicing
Agreement to  Citibank,  N.A.,  as trustee for the holders of Bear Stearns  Alt-A Trust,  Mortgage  Pass-Through  Certificates,  Series
2006-5 (the "Trustee"),  on July 31, 2006 pursuant to that certain Assignment,  Assumption and Recognition Agreement,  dated as of July
31, 2006 (the "Assignment,  Assumption and Recognition Agreement") among EMC, the Trustee and the Company.  Company hereby acknowledges
and consents to the  assignment by EMC to the Trustee of all of EMC's rights against  Company  pursuant to this  Recognition  Agreement
and to the enforcement or exercise of any right or remedy against Company  pursuant to this  Recognition  Agreement by the Trustee,  to
the extent such rights and remedies  pertain to such Mortgage  Loans.  Such  enforcement of a right or remedy by the Trustee shall have
the same force and effect as if the right or remedy had been  enforced or exercised by EMC directly.  Notwithstanding  anything in this
Recognition  Agreement to the contrary,  Company  acknowledges and agrees that its obligation to service the Mortgage Loans affected by
this Recognition Agreement is not conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.

Representations, Warranties and Covenants

18.      EMC warrants and represents to Company as of the date hereof:

i.       EMC is a  corporation  duly  organized,  validly  existing  and in good  standing  under the laws of the  jurisdiction  of its
                           formation  and has full power and  authority  to execute,  deliver and  perform its  obligations  under this
                           Recognition  Agreement,  and to consummate  the  transactions  set forth  herein.  The  consummation  of the
                           transactions  contemplated  by this  Recognition  Agreement is in the ordinary  course of EMC's business and
                           will not  conflict  with,  or result in a breach of, any of the terms,  conditions  or  provisions  of EMC's
                           charter or by-laws or any legal  restriction,  or any material agreement or instrument to which EMC is now a
                           party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or
                           decree to which EMC or its  property is subject.  The  execution,  delivery and  performance  by EMC of this
                           Recognition  Agreement and the consummation by it of the transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  action on the part of EMC.  This  Recognition  Agreement has been duly executed
                           and delivered by EMC and, upon the due  authorization,  execution and delivery by Company,  will  constitute
                           the valid and legally binding obligation of EMC enforceable  against EMC in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

j.       No material  consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any governmental
                           entity is required to be obtained or made by EMC in connection  with the execution,  delivery or performance
                           by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.

19.      Company warrants and represents to, and covenants with, EMC as of the date hereof:

q.       Attached hereto as Attachment 2 is a true and accurate copy of the Warranties and Servicing Agreement;

r.       Company is a national banking  association duly organized,  validly existing and in good standing under the laws of the United
                           States,  and has all requisite  power and  authority to service the Mortgage  Loans and otherwise to perform
                           its obligations under the Warranties and Servicing Agreement and this Recognition Agreement;

s.       Company has full power and authority to execute,  deliver and perform its obligations  under this Recognition  Agreement,  and
                           to consummate the transactions set forth herein.  The consummation of the transactions  contemplated by this
                           Recognition  Agreement is in the ordinary course of Company's business and will not conflict with, or result
                           in a breach of, any of the terms,  conditions  or  provisions  of Company's  charter or by-laws or any legal
                           restriction,  or any material  agreement  or  instrument  to which  Company is now a party or by which it is
                           bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
                           or its  property  is  subject.  The  execution,  delivery  and  performance  by Company of this  Recognition
                           Agreement and the consummation by it of the transactions  contemplated  hereby, have been duly authorized by
                           all  necessary  action  on the part of  Company.  This  Recognition  Agreement  has been duly  executed  and
                           delivered by Company,  and, upon the due  authorization,  execution and delivery by EMC, will constitute the
                           valid and legally binding obligation of Company,  enforceable  against Company in accordance with its terms,
                           subject to the effect of insolvency,  liquidation,  conservatorship  and other similar laws  administered by
                           the Federal  Deposit  Insurance  Corporation  affecting the  enforcement of contract  obligations of insured
                           banks;

t.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this Recognition  Agreement,  or the consummation by it of the transactions  contemplated hereby;
                           and

                  e.       The Company,  in its capacity as servicer for each Mortgage Loan, has fully  furnished,  in accordance  with
                           the Fair Credit Reporting Act and its implementing  regulations,  accurate and complete  information  (e.g.,
                           favorable  and  unfavorable)  on its  borrower  credit  files to Equifax,  Experian  and Trans Union  Credit
                           Information Company (three of the credit repositories), on a monthly basis.

         Modification of the Warranties and Servicing Agreement


1.       The Company and Assignor hereby amend the Warranties and Servicing Agreement as follows:

         (a)      The following definitions shall be added to Article I of the Warranties and Servicing Agreement:

         Master Servicer: Wells Fargo Bank, N.A. or any successor thereto.

         Nonrecoverable  Advance:  Any advance  previously made by the Company pursuant to Section 5.03 or any Servicing Advance which,
         in the good faith  judgment of the Company,  may not be ultimately  recoverable  by the Company from  Liquidation  Proceeds or
         otherwise.  The  determination  by the Company that it has made a Nonrecoverable  Advance,  shall be evidenced by an Officer's
         Certificate  of the  Company  delivered  to the  Purchaser  and the  Master  Servicer  and  detailing  the  reasons  for  such
         determination.

         Prepayment  Charge:  Any  prepayment  premium,  penalty or charge  payable by a Mortgagor  in  connection  with any  Principal
         Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.

         Securities Administrator: Wells Fargo Bank, N.A., or any successor thereto.

         Trustee:  Citibank, N.A..

         (b)      The  definition of Principal  Prepayment  in Article I of the  Warranties  and Servicing  Agreement is deleted in its
entirety and replaced with the following:

                  Principal  Prepayment:  Any payment or other recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date,  including any Prepayment Charge and which is not accompanied by an amount of interest  representing  scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.

         (c)      The definition of "Qualified  Depository" in the Warranties and Servicing Agreement shall be modified by deleting the
word "A-1" and replacing it with the word "A-1+".

         (d)      The following  sentence is added after the first  sentence of the first  paragraph of Section 4.02 of the  Warranties
and Servicing Agreement:

         "The Company,  on behalf of the Purchaser,  may also, in its  discretion,  as an alternative  to  foreclosure,  sell defaulted
Mortgage Loans at fair market value to  third-parties,  if the Company  reasonably  believes that such sale would maximize  proceeds to
the Purchaser (on a present value basis) with respect to each such Mortgage Loan."

         (e)      Article III of the  Warranties  and  Servicing  Agreement  is hereby  amended by replacing  Section  3.01(b) with the
following:

                  The  consummation  of the  transactions  contemplated by this Agreement are in the ordinary course of business of the
         Company, who is in the business of selling and servicing loans;

         (f)      Article III of the  Warranties  and  Servicing  Agreement  is hereby  amended by replacing  Section  3.01(c) with the
following:

                  Neither the execution and delivery of this  Agreement,  the  acquisition  of the Mortgage Loans by the Company or the
         transactions  contemplated  hereby,  nor the fulfillment of or compliance with the terms and conditions of this Agreement will
         conflict with or result in a breach of any of the terms,  articles of  incorporation  or by-laws or any legal  restriction  or
         any  agreement or  instrument  to which the Company is now a party or by which it is bound,  or constitute a default or result
         in the violation of any law, rule,  regulation,  order, judgment or decree to which the Company or its property is subject, or
         impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;

         (g)      Article III of the  Warranties  and  Servicing  Agreement  is hereby  amended by replacing  Section  3.01(f) with the
following:

                  The Company does not believe, nor does it have any reason or cause to believe,  that it cannot perform each and every
         covenant contained in this Agreement.  The Company is solvent;

         (h)      Article III of the  Warranties  and  Servicing  Agreement  is hereby  amended by replacing  Section  3.01(h) with the
following:

                  No  consent,  approval,  authorization  or order of any  court or  governmental  agency or body is  required  for the
         execution,  delivery and  performance by the Company of or compliance by the Company with this Agreement or if required,  such
         approval has been obtained prior to the related Closing Date;

         (i)      Article III of the Warranties and Servicing Agreement is hereby amended by deleting Section 3.01(i) in its entirety.

         (j)      Article III of the Warranties and Servicing Agreement is hereby amended by deleting Section 3.01(k) in its entirety.

         (k)      Article III of the Warranties and Servicing Agreement is hereby amended by deleting Section 3.01(m) in its entirety.

         (l)      Section 3.02 of Article III of the Warranties and Servicing Agreement is not applicable to the Mortgage Loans.

         (m)      Article IV of the Warranties and Servicing  Agreement is hereby amended by replacing the second  paragraph of Section
4.01 with the following (new text underlined):

                  Consistent with the terms of this Agreement,  the Company may waive,  modify or vary any term of any Mortgage Loan or
         consent to the  postponement of strict  compliance with any such term or in any manner grant indulgence to any Mortgagor if in
         the Company's  reasonable and prudent  determination such waiver,  modification,  postponement or indulgence is not materially
         adverse to the  Purchaser,  provided,  however,  that the Company  shall not make any future  advances  other than  Servicing
         Advances  with respect to a Mortgage  Loan and (unless the  Mortgagor is in default with respect to the Mortgage  Loan or such
         default  is, in the  judgment  of the  Company,  imminent  and the  Company  has  obtained  the prior  written  consent of the
         Purchaser)  the Company  shall not permit any  modification  with respect to any Mortgage  Loan that would change the Mortgage
         Interest  Rate,  defer or forgive  the payment of  principal  (except for actual  payments of  principal)  or change the final
         maturity  date on such  Mortgage  Loan.  In the event of any such  modification  which  permits  the  deferral  of interest or
         principal  payments on any Mortgage Loan, the Company shall, on the Business Day immediately  preceding the Remittance Date in
         any month in which any such  principal or interest  payment has been deferred,  deposit in the Custodial  Account from its own
         funds,  in accordance  with Section 5.03, the difference  between (a) such month's  principal and one month's  interest at the
         Mortgage  Loan  Remittance  Rate on the  unpaid  principal  balance  of such  Mortgage  Loan  and (b) the  amount  paid by the
         Mortgagor.  The Company  shall be entitled to  reimbursement  for such  advances to the same extent as for all other  advances
         made pursuant to Section 5.03.  Without  limiting the generality of the foregoing,  the Company shall continue,  and is hereby
         authorized and empowered,  to execute and deliver on behalf of itself and the Purchaser,  all  instruments of  satisfaction or
         cancellation,  or of partial or full release,  discharge and all other  comparable  instruments,  with respect to the Mortgage
         Loans and with respect to the Mortgaged  Properties.  If reasonably  required by the Company,  the Purchaser shall furnish the
         Company  with any powers of attorney  and other  documents  necessary  or  appropriate  to enable the Company to carry out its
         servicing and administrative duties under this Agreement.

         (n)      Article IV of the  Warranties and Servicing  Agreement is hereby amended by replacing the first  paragraph of Section
4.02 with the following:

                  In the event that any payment due under any  Mortgage  Loan and not  postponed  pursuant to Section  4.01 is not paid
         when the same becomes due and payable,  or in the event the Mortgagor fails to perform any other covenant or obligation  under
         the Mortgage Loan and such failure  continues  beyond any applicable  grace period,  the Company shall take such action as (1)
         the Company  would take under  similar  circumstances  with  respect to a similar  mortgage  loan held for its own account for
         investment,  (2) shall be consistent with Accepted  Servicing  Practices,  (3) the Company shall determine  prudently to be in
         the best interest of Purchaser,  and (4) is  consistent  with any related PMI Policy.  In the event that any payment due under
         any  Mortgage  Loan is not  postponed  pursuant to Section  4.01 and remains  delinquent  for a period of 90 days or any other
         default  continues  for a period of 90 days beyond the  expiration  of any grace or cure period,  the Company  shall  commence
         foreclosure  proceedings,  the Company shall notify the Purchaser in writing of the when  foreclosure has been  commenced.  In
         the event the Purchaser  objects to such foreclosure  action,  the Company shall not be required to make Monthly Advances with
         respect to such Mortgage  Loan,  pursuant to Section 5.03,  and the Company's  obligation to make such Monthly  Advances shall
         terminate on the 90th day  referred to above.  In such  connection,  the Company  shall from its own funds make all  necessary
         and  proper  Servicing  Advances,  provided,  however,  that the  Company  shall not be  required  to expend  its own funds in
         connection  with any  foreclosure  or towards the  restoration  or  preservation  of any Mortgaged  Property,  unless it shall
         determine  (a) that such  preservation,  restoration  and/or  foreclosure  will  increase the proceeds of  liquidation  of the
         Mortgage Loan to Purchaser after  reimbursement  to itself for such expenses and (b) that such expenses will be recoverable by
         it either  through  Liquidation  Proceeds  (respecting  which it shall have  priority  for  purposes of  withdrawals  from the
         Custodial Account pursuant to Section 4.05) or through Insurance Proceeds (respecting which it shall have similar priority).

         (o)      Article IV of the Warranties and Servicing  Agreement is hereby amended effective as of the date hereof by adding the
following paragraph to Section 4.03:

                  The Company shall not waive any Prepayment Charge unless: (i) the  enforceability  thereof shall have been limited by
         bankruptcy,  insolvency,  moratorium,  receivership and other similar laws relating to creditors' rights  generally,  (ii) the
         enforcement  thereof is illegal,  or any local,  state or federal agency has threatened legal action if the prepayment penalty
         is enforced,  (iii) the mortgage debt has been  accelerated in connection with a foreclosure or other  involuntary  payment or
         (iv) such waiver is standard  and  customary  in  servicing  similar  Mortgage  Loans and relates to a default or a reasonably
         foreseeable  default and would,  in the reasonable  judgment of the Company,  maximize  recovery of total proceeds taking into
         account the value of such  Prepayment  Charge and the related  Mortgage Loan. If a Prepayment  Charge is waived,  but does not
         meet the  standards  described  above,  then the Company is required  to pay the amount of such  waived  Prepayment  Charge by
         remitting such amount to the Purchaser by the Remittance Date.

         (p)      Article IV of the Warranties and Servicing  Agreement is hereby amended by replacing the second paragraph of
Section 4.04 with the following:

         The Company shall deposit in a mortgage  clearing account on a daily basis,  and in the Custodial  Account within two
(2) Business Days after the Company's  receipt of such funds, and retain therein,  the following  collections  received by the
Company:

         (q)      Article IV of the Warranties and Servicing  Agreement is hereby amended by adding as Subsection  4.05(x) the
following:

                  "(x)  to reimburse itself for any Nonrecoverable Advances;"

         (r)      Article IV of the Warranties and Servicing  Agreement is hereby amended by replacing the second  paragraph of Section
4.06 with the following:

         The Company shall deposit in a mortgage  clearing  account on a daily basis,  and in the Escrow Account or Accounts within two
(2) Business Days after the Company's receipt of such funds, and retain therein:

         (s)      Article VI of the Warranties and Servicing  Agreement is hereby amended by replacing the second  paragraph of Section
6.02 with the following:

         If  the Company  satisfies  or  releases  the lien of the  Mortgage  without  first  having  obtained  payment  in full of the
indebtedness  secured  by the  Mortgage  (other  than as a result  of a  modification  of the  Mortgage  pursuant  to the terms of this
Agreement  or a  liquidation  of the  Mortgaged  Property  pursuant to the terms of this  Agreement)  or should  the Company  otherwise
prejudice  any rights the  Purchaser may have under the mortgage  instruments, the Company  shall deposit in the Custodial  Account the
entire  outstanding  principal  balance,  plus all accrued  interest on such Mortgage Loan, on the day preceding the Remittance Date in
the month following the date of such release.   The Company shall maintain the Fidelity Bond and Errors and Omissions  Insurance Policy
as provided for in Section 4.12  insuring  the Company  against any loss it may sustain with respect to any Mortgage Loan not satisfied
in accordance with the procedures set forth herein.

          (t)     Article IV of the Warranties and Servicing Agreement is hereby amended by replacing Section 4.25 with the following:

         The Company  shall not hire or otherwise  utilize the services of any  Subservicer  to fulfill any of the  obligations  of the
Company as servicer under this Agreement or any  Reconstitution  Agreement unless the Company complies with the provisions of paragraph
(a) of this Section  4.25.  The Company  shall not hire or otherwise  utilize the services of any  Subcontractor,  and shall not permit
any  Subservicer to hire or otherwise  utilize the services of any  Subcontractor,  to fulfill any of the obligations of the Company as
servicer  under this  Agreement or any  Reconstitution  Agreement  unless the Company  complies with the provisions of paragraph (b) of
this Section 4.25.

         (a)      It shall not be necessary for the Company to seek the consent of the Purchaser,  any Master Servicer or any Depositor
                  to the  utilization  of any  Subservicer.  The  Company  shall cause any  Subservicer  used by the Company (or by any
                  Subservicer)  for the benefit of the Purchaser  and any Depositor to comply with the  provisions of this Section 4.25
                  and with Sections 6.04, 6.07, 6.06, 9.01(e)(iii),  9.01(e)(v), 9.01(e)(vi),  9.01(e)(vii),  9.01(e)(viii) and 9.01(f)
                  of this  Agreement  to the same  extent as if such  Subservicer  were the  Company,  and to provide  the  information
                  required  with  respect to such  Subservicer  under  Section  9.01(e)(iv)  of this  Agreement.  The Company  shall be
                  responsible  for  obtaining  from each  Subservicer  and  delivering  to the Purchaser and any Depositor any servicer
                  compliance  statement  required  to be  delivered  by such  Subservicer  under  Section  6.04 and any  assessment  of
                  compliance and  attestation  required to be delivered by such  Subservicer  under Section 6.06 and any  certification
                  required to be delivered to the Person that will be responsible for signing the Sarbanes  Certification under Section
                  6.06 as and when required to be delivered.

         (b)      It shall not be necessary for the Company to seek the consent of the Purchaser,  any Master Servicer or any Depositor
                  to the  utilization  of any  Subcontractor.  The Company shall promptly upon request  provide to the  Purchaser,  any
                  Master Servicer and any Depositor (or any designee of the Depositor,  such as an administrator) a written description
                  (in form and substance  satisfactory  to the  Purchaser,  such  Depositor  and such Master  Servicer) of the role and
                  function of each Subcontractor  utilized by the Company or any Subservicer,  specifying (i) the identity of each such
                  Subcontractor,  (ii) which (if any) of such  Subcontractors are "participating in the servicing  function" within the
                  meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria  will be  addressed in
                  assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         As a condition to the utilization of any Subcontractor  determined to be "participating in the servicing  function" within the
meaning of Item 1122 of Regulation AB, the Company shall cause any such  Subcontractor  used by the Company (or by any Subservicer) for
the benefit of the Purchaser and any Depositor to comply with the  provisions of Sections  6.06,  6.07 and 9.01(f) of this Agreement to
the same extent as if such  Subcontractor  were the Company.  The Company shall be responsible  for obtaining  from each  Subcontractor
and delivering to the Purchaser and any Depositor any assessment of compliance and  attestation and the other  certifications  required
to be delivered by such Subcontractor under Section 6.06, in each case as and when required to be delivered.

         (u)      Article V of the  Warranties and Servicing  Agreement is hereby  amended  effective as of the date hereof by deleting
Section 5.02 in its entirety and replacing it with the following:

         Section 5.02      Statements to the Purchaser.

No later than the tenth  (10th)  calendar day (or if such tenth (10th) day is not a Business  Day, the first  Business Day  immediately
preceding  such tenth (10th day) of each month,  the Company shall furnish to the Master  Servicer an electronic  file  containing  the
data  specified in Exhibit I, which data shall reflect  information  as to the period  ending on the last day of the  preceding  month,
Exhibit J with respect to defaulted  mortgage  loans and Exhibit M, with respect to realized  losses and gains,  with each such report,
each exhibit in a form mutually acceptable to the Company and the Master Servicer.

         (v)      Section 6.04 (Annual  Statements as to Compliance)  of the  Warranties  and Servicing  Agreement is hereby amended as
follows:

                  (1)      delete paragraph (i) in its entirety;

                  (2)      delete the reference to "(ii)" at the beginning of the section paragraph; and

                  (3)      Delete the  references to "the  Purchaser and any  Depositor"  and "the  Purchaser and such  Depositor"  and
         replace each with "the Master Servicer".

                  (w)      Section 6.05 (Annual  Independent  Public  Accountants'  Servicing  Report) of the  Warranties and Servicing
Agreement is deleted in its entirety.

                  (x)      Section 6.06 (Report on Assessment of Compliance and Attestation) of the Warranties and Servicing  Agreement
is hereby amended by replacing the references to "the  Purchaser and any Depositor"  with "the Master  Servicer" and "the Purchaser and
such Depositor" with "the Master Servicer".

         (y)      Section  6.07(ii) of the  Warranties  and  Servicing  Agreement is hereby  amended by  replacing  the  references  to
"Purchaser or Depositor" with "Purchaser, any Master Servicer or any Depositor."

         (z)      The following are added as the second,  third and fourth  paragraphs of Section 6.09 of the  Warranties and Servicing
Agreement:

                  "Notwithstanding  anything in this Agreement to the contrary,  the Company (a) shall not permit any modification with
         respect to any  Mortgage  Loan that would  change the  Mortgage  Interest  Rate and (b) shall not (unless the  Mortgagor is in
         default with respect to the Mortgage  Loan or such default is, in the judgment of the Company,  reasonably  foreseeable)  make
         or permit any  modification,  waiver or  amendment  of any term of any  Mortgage  Loan that would both  effect an  exchange or
         reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder).

                  Prior to taking any action  with  respect to the  Mortgage  Loans which is not  contemplated  under the terms of this
         Agreement,  the Company will obtain an Opinion of Counsel  reasonably  acceptable to the Securities  Administrator with a copy
         to the Trustee with respect to whether such action could result in the  imposition of a tax upon any REMIC  (including but not
         limited to the tax on prohibited  transactions as defined in Section  860F(a)(2) of the Code and the tax on contributions to a
         REMIC set forth in Section  860G(d) of the Code)  (either such event,  an "Adverse  REMIC  Event"),  and the Company shall not
         take any such action or cause the Trust Fund to take any such  action as to which it has been  advised  that an Adverse  REMIC
         Event could occur.

                  The Company shall not permit the creation of any "interests"  (within the meaning of Section 860G of the Code) in any
         REMIC.  The Company  shall not enter into any  arrangement  by which any REMIC will  receive a fee or other  compensation  for
         services  nor permit any REMIC to receive  any income  from  assets  other than  "qualified  mortgages"  as defined in Section
         860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code."

         (aa)     Article IX of the Warranties and Servicing  Agreement is hereby amended  effective as of the date hereof by replacing
Section 9.01(e)(iv) with the following:

         (iv)     For the  purpose  of  satisfying  the  reporting  obligation  under the  Exchange  Act with  respect  to any class of
         asset-backed  securities,  the Company  shall (or shall cause each  Subservicer  and  Third-Party  Originator  to) (1) provide
         prompt  notice to the  Purchaser,  any  Master  Servicer  and any  Depositor  in  writing of (A) any  material  litigation  or
         governmental  proceedings  involving the Company,  any  Subservicer or any  Third-Party  Originator,  (B) any  affiliations or
         relationships  that develop following the closing date of a Securitization  Transaction  between the Company,  any Subservicer
         or any Third-Party  Originator and any of the parties specified in Section  9.01(e)(iii)(J)  (and any other parties identified
         in writing by the  requesting  party) with  respect to such  Securitization  Transaction,  (C) any Event of Default  under the
         terms of this Agreement or any  Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially all of the
         assets of the  Company,  and (E) the  Company's  entry  into an  agreement  with a  Subservicer  to  perform  or assist in the
         performance of any of the Company's obligations under this Agreement or any Reconstitution  Agreement,  and (2) provide to the
         Purchaser and any Depositor a description of such proceedings, affiliations or relationships.

                  All notification pursuant to this Section 9.01(e)(iv),  other than those pursuant to Section  9.01(e)(iv)(A),  should
         be sent to:

                 EMC Mortgage Corporation
                 2780 Lake Vista Drive
                 Lewisville, Texas 75067
                 Attention: Conduit Seller Approval Dept.
                 Facsimile: (214) 626-3751
                 Email: sellerapproval@bear.com

                 With a copy to:

                 Bear, Stearns & Co. Inc.
                 383 Madison Avenue, 3rd Floor
                 New, York, NY 10179
                 Attention:  Global Credit Administration
                 Facsimile:  (212) 272-6564

                 Notifications pursuant to Section 9.01(e)(iv)(A) should be sent to:

                 EMC Mortgage Corporation
                 2780 Lake Vista Drive
                 Lewisville, Texas 75067
                 Attention: Conduit Seller Approval Dept.
                 Facsimile: (214) 626-3751
                 Email: sellerapproval@bear.com

                 With copies to:

                 Bear, Stearns & Co. Inc.
                 383 Madison Avenue, 3rd Floor
                 New, York, NY 10179
                 Attention:  Global Credit Administration
                 Facsimile:  (212) 272-6564

         (bb)     Section  9.01(e)(v) of the Warranties and Servicing  Agreement is hereby amended  effective as of the date hereof, by
replacing the references to "the  Purchaser and any Depositor"  with "the  Purchaser,  the Master  Servicer and any Depositor" and "the
Purchaser and such Depositor" with "the Purchaser, the Master Servicer and such Depositor".

         (cc)     The third paragraph of Section 9.01 of the Warranties and Servicing  Agreement is hereby amended  effective as of the
date hereof by replacing such section with the following:

                  The Purchaser and the Company  acknowledge and agree that the purpose of Section 9.01(e) is to facilitate  compliance
         by the  Purchaser  and any  Depositor  with  the  provisions  of  Regulation  AB and  related  rules  and  regulations  of the
         Commission.  Although  Regulation  AB is  applicable  by its terms  only to  offerings  of  asset-backed  securities  that are
         registered  under the Securities  Act, the Company  acknowledges  that investors in privately  offered  securities may require
         that the Purchaser or any Depositor provide comparable disclosure in unregistered  offerings.  References in this Agreement to
         compliance with Regulation AB include provision of comparable disclosure in private offerings.

                  Neither the  Purchaser,  the Master  Servicer  nor any  Depositor  shall  exercise  its right to request  delivery of
         information or other  performance  under these provisions other than in good faith, or for purposes other than compliance with
         the  Securities  Act, the Exchange Act and the rules and  regulations  of the  Commission  thereunder  (or the  provision in a
         private  offering of  disclosure  comparable  to that  required  under the  Securities  Act).  The Company  acknowledges  that
         interpretations  of the requirements of Regulation AB may change over time,  whether due to interpretive  guidance provided by
         the Commission or its staff,  consensus among  participants in the  asset-backed  securities  markets,  advice of counsel,  or
         otherwise,  and agrees to comply with requests made by the Purchaser,  the Master  Servicer or any Depositor in good faith for
         delivery of  information  under these  provisions on the basis of evolving  interpretations  of  Regulation  AB. In connection
         with any Securitization  Transaction,  the Company shall cooperate fully with the Purchaser and any Master Servicer to deliver
         to the  Purchaser  (including  any of its  assignees  or  designees),  any  Master  Servicer  and any  Depositor,  any and all
         statements,  reports,  certifications,  records and any other  information  necessary in the good faith  determination  of the
         Purchaser,  the Master  Servicer or any Depositor to permit the  Purchaser,  such Master  Servicer or such Depositor to comply
         with the  provisions  of  Regulation  AB,  together  with such  disclosures  relating to the  Company,  any  Subservicer,  any
         Third-Party  Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,  reasonably  believed by the Purchaser
         or any Depositor to be necessary in order to effect such compliance.

                  The Purchaser  (including any of its assignees or designees)  shall  cooperate  with the Company by providing  timely
         notice of requests for information  under these provisions and by reasonably  limiting such requests to information  required,
         in the Purchaser's reasonable judgment, to comply with Regulation AB.

         (dd)     Section  9.01(e)(vii) of the Warranties and Servicing  Agreement is hereby amended effective as of the date hereof by
replacing such section with the following:

                  (vii) In addition to such  information  as the  Company,  as  servicer,  is  obligated  to provide  pursuant to other
         provisions of this  Agreement,  not later than ten (10) days prior to the deadline for the filing of any  distribution  report
         on Form 10-D in respect of any  Securitization  Transaction that includes any of the Mortgage Loans serviced by the Company or
         any  Subservicer,  the Company or such  Subservicer,  as applicable,  shall, to the extent the Company or such Subservicer has
         knowledge,  provide to the party responsible for filing such report (including, if applicable,  the Master Servicer) notice of
         the  occurrence of any of the following  events along with all  information,  data,  and materials  related  thereto as may be
         required to be included in the related  distribution  report on Form 10-D (as  specified in the  provisions  of  Regulation AB
         referenced below):

                           (A)      any material modifications,  extensions or waivers of pool asset terms, fees, penalties or payments
         during the distribution period;

                           (B)      material  breaches of pool asset  representations  or warranties  or  transaction  covenants  (Item
         1121(a)(12) of Regulation AB); and

                           (C)      information  regarding new asset-backed  securities  issuances backed by the same pool assets,  any
         pool asset changes (such as, additions,  substitutions or repurchases), and any material changes in origination,  underwriting
         or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB).

         (ee)     Article IX of the Warranties and Servicing  Agreement is hereby amended  effective as of the date hereof by inserting
the following new Section 9.01(e)(viii) as follows:

                  (viii)  The  Company  shall  provide to the  Purchaser,  any  Master  Servicer  and any  Depositor,  evidence  of the
         authorization of the person signing any  certification  or statement,  copies or other evidence of Fidelity Bond Insurance and
         Errors and Omission Insurance policy,  financial  information and reports,  and such other information  related to the Company
         or any Subservicer or the Company or such Subservicer's performance hereunder.

         (ff)     Article IX of the Warranties and Servicing  Agreement is hereby amended  effective as of the date hereof by inserting
the following after Section 9.01(e)(iii)(H) in its entirety as follows:

                  (I)      a  description  of any material  legal or  governmental  proceedings  pending (or known to be  contemplated)
         against the Servicer; and

                  (J)      a description of any affiliation or relationship  between the Servicer and any of the following parties to a
         Securitization  Transaction,  as such parties are  identified  to the Servicer by the Purchaser or any Depositor in writing in
         advance of such Securitization Transaction:

                           (1)      the sponsor;
                           (2)      the depositor;
                           (3)      the issuing entity;
                           (4)      any servicer;
                           (5)      any trustee;
                           (6)      any originator;
                           (7)      any significant obligor;
                           (8)      any enhancement or support provider; and
                           (9)      any other material transaction party.

         (gg)     Article IX of the  Warranties  and  Servicing  Agreement  is hereby  amended by  replacing  Section  9.01(f) with the
following:

         (f)      the Company  shall  indemnify the  Purchaser,  each  affiliate of the  Purchaser,  and each of the following  parties
                  participating in a  Securitization  Transaction;  each sponsor and issuing entity;  each Person  (including,  but not
                  limited to, any Master Servicer,  if applicable)  responsible for the preparation,  execution or filing of any report
                  required to be filed with the  Commission  with respect to such  Securitization  Transaction,  or for  execution of a
                  certification  pursuant  to  Rule  13a-14(d)  or  Rule  15d-14(d)  under  the  Exchange  Act  with  respect  to  such
                  Securitization  Transaction;  each broker dealer acting as underwriter,  placement agent or initial  purchaser,  each
                  Person who controls any of such parties or the Depositor  (within the meaning of Section 15 of the Securities Act and
                  Section 20 of the Exchange Act); and the respective  present and former directors,  officers,  employees,  agents and
                  affiliates of each of the foregoing and of the Depositor (each, an "Indemnified  Party"), and shall hold each of them
                  harmless from and against any claims, losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and
                  related  costs,  judgments,  and any other costs,  fees and expenses  that any of them may sustain  arising out of or
                  based upon:

                  (i)      (A)      any untrue  statement of a material fact  contained or alleged to be contained in any  information,
                           report,  certification,  data, accountants' letter or other material provided under Sections 9.01(c) and (e)
                           by or on  behalf  of the  Company,  or  provided  under  Sections  9.01(c)  and (e) by or on  behalf  of any
                           Subservicer,  Subcontractor or Third-Party Originator (collectively,  the "Company Information"), or (B) the
                           omission or alleged  omission to state in the Company  Information  a material fact required to be stated in
                           the  Company  Information  or  necessary  in order  to make  the  statements  therein,  in the  light of the
                           circumstances  under which they were made, not misleading;  provided,  by way of clarification,  that clause
                           (B) of this  paragraph  shall be construed  solely by reference  to the Company  Information  and not to any
                           other  information  communicated  in connection  with a sale or purchase of  securities,  without  regard to
                           whether the Company  Information or any portion  thereof is presented  together with or separately from such
                           other information;

(ii)     any breach by the  Company  of its  obligations  under this  Section  9.01(f),  including  any  failure  by the  Company,  any
                           Subservicer,  any  Subcontractor  or  any  Third-Party  Originator  to  deliver  any  information,   report,
                           certification,  accountants'  letter or other material when and as required under Sections 4.25,  6.04, 6.06
                           and 9.01,  including  any  failure by the  Company  to  identify  any  Subcontractor  "participating  in the
                           servicing function" within the meaning of Item 1122 of Regulation AB; or

(iii)    any breach by the  Company of a  representation  or warranty  set forth in Section  9.01(e)(vi)(A)  or in a writing  furnished
                           pursuant  to  Section  9.01(e)(vi)(B)  and  made as of a date  prior  to the  closing  date  of the  related
                           Securitization  Transaction, to the extent that such breach is not cured by such closing date, or any breach
                           by the Company of a representation or warranty in a writing furnished pursuant to Section  9.01(e)(vi)(B) to
                           the extent made as of a date subsequent to such closing date.

(iv)     the negligence, bad faith or willful misconduct of the Company in connection with its performance under this Section.

                           If the  indemnification  provided for herein is unavailable or  insufficient to hold harmless an Indemnified
                           Party,  then the Company agrees that it shall  contribute to the amount paid or payable by such  Indemnified
                           Party as a result of any claims,  losses, damages or liabilities incurred by such Indemnified Party ins such
                           proportion as is  appropriate to reflect the relative  fault of such  Indemnified  Party on the one hand and
                           the Company on the other.

                           In the case of any failure of performance  described in sub-clause (ii) of this Section 9.01(f), the Company
                           shall promptly reimburse the Purchaser,  any Depositor,  as applicable,  and each Person responsible for the
                           preparation,  execution  or filing of any report  required to be filed with the  Commission  with respect to
                           such  Securitization  Transaction,  or for execution of a  certification  pursuant to Rule 13a-14(d) or Rule
                           15d-14(d) under the Exchange Act with respect to such Securitization  Transaction,  for all costs reasonably
                           incurred by each such party in order to obtain the information,  report, certification,  accountants' letter
                           or other  material not  delivered as required by the Company,  any  Subservicer,  any  Subcontractor  or any
                           Third-Party Originator.

         This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

         (hh)     The following is added as Section 10.01(ix) of the Warranties and Servicing Agreement:
                  (ix)     failure by the Company to duly perform,  within the required time period,  its  obligations  under  Sections
6.04,  6.06, or 9.01(e) which failure  continues  unremedied for a period of fifteen (15) calendar days after the date on which written
notice of such failure,  requiring the same to be remedied,  shall have been given to the Company by any party to this  Agreement or by
any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loans.

         (ii)     Article X of the Warranties and Servicing  Agreement is hereby amended  effective as of the date hereof by adding the
following at the end of the last paragraph of Section 10.01:

                  If the Company is terminated  pursuant to this Section 10.01, the Company shall promptly  reimburse the Purchaser (or
         any designee of the Purchaser,  such as a master  servicer) and any  Depositor,  as  applicable,  for all reasonable  expenses
         incurred by the Purchaser (or such designee) or such  Depositor,  as such are incurred,  in connection with the termination of
         the Company as servicer and the transfer of servicing of the Mortgage  Loans to a successor  servicer.  The provisions of this
         paragraph  shall not limit  whatever  rights the Purchaser or any Depositor may have under other  provisions of this Agreement
         and/or any  applicable  Reconstitution  Agreement or  otherwise,  whether in equity or at law,  such as an action for damages,
         specific performance or injunctive relief.

         (jj)     The first  sentence of Section  12.03 of the  Warranties  and  Servicing  Agreement  is deleted in its  entirety  and
replaced with the following:

                  Section 12.03      Governing Law.

                  This  Agreement  shall be governed by and  construed  in  accordance  with the laws of the State of New York
         without  giving  effect to  principles  of  conflicts  of laws (other  than  Section  5-1401 of the New York  General
         Obligations Law) and except to the extent  preempted by Federal law and the  obligations,  rights and remedies of the
         parties hereunder shall be determined in accordance with such laws.

         (kk)     A new Section 12.12 (Third Party Beneficiary) is hereby added to the Warranties and Servicing Agreement.

                  Section 12.12     Third Party Beneficiary.

                  For  purposes  of this  Agreement,  each Master  Servicer  shall be  considered  a third  party  beneficiary  to this
         Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.

         (ll)     The Warranties  and Servicing  Agreement is hereby amended as of the date hereof by inserting a new Exhibit I, a copy
of which is annexed hereto as Attachment 3.

         (mm)     The Warranties  and Servicing  Agreement is hereby amended as of the date hereof by inserting a new Exhibit J, a copy
of which is annexed hereto as Attachment 4.

         (nn)     The Warranties  and Servicing  Agreement is hereby amended as of the date hereof by inserting a new Exhibit K, a copy
of which is annexed hereto as Attachment 5.

         (oo)     The Warranties  and Servicing  Agreement is hereby amended as of the date hereof by inserting a new Exhibit D, a copy
of which is annexed hereto as Attachment 6.


         2.       A copy of all assessments,  attestations,  reports and certificates required to be delivered by the Servicer
under this Recognition  Agreement and the Warranties and Servicing  Agreement shall be delivered to the Master Servicer by the
date(s)  specified  herein or therein,  and where such  documents  are required to be addressed to any party,  such  addresses
shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.


Miscellaneous

3.       Notwithstanding  anything to the contrary contained herein or in the Warranties and Servicing Agreement,  Company acknowledges
that the  Mortgage  Loans may be part of a REMIC or multiple  REMICs and hereby  agrees  that in no event will it service the  Mortgage
Loans in a manner  that would (i) cause any such  intended  REMIC to fail to qualify as a REMIC or (ii) result in the  imposition  of a
tax upon any such intended REMIC (including but not limited to the tax on prohibited  transactions as defined in Section  860F(a)(2) of
the Code and the tax on  contributions  to a REMIC set forth in Section  860G(d) of the Code).  It is the  intention of EMC and Company
that this  Recognition  Agreement  shall be binding upon and for the benefit of the  respective  successors  and assigns of the parties
hereto.

4.       All demands,  notices and communications  related to the Mortgage Loans and this Recognition Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:

                  a.       In the case of Company,

                           Wells Fargo Bank, National Association
                           1 Home Campus
                           MAC X2302-033
                           Des Moines, IA 50328-0001
                           Attention: John B. Brown

                           In each instance with a copy to:

                           Wells Fargo Bank, National Association
                           1 Home Campus
                           Des Moines, Iowa  50328-0001
                           Attention:  General Counsel, MAC # X2401-06T
                           Telecopy:  (515) 213-5192

                  b.       In the case of EMC,

                           EMC Mortgage Corporation
                           MacArthur Ridge II
                           909 Hidden Ridge Drive, Suite 200
                           Irving, Texas 75038
                           Attention: Associate General Counsel for Loan Administration
                           Telecopy: (972) 831-2555

5.       Each  party will pay any  commissions  it has  incurred  and the  reasonable  fees of its  attorneys  in  connection  with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.

6.       This  Recognition  Agreement  shall be  construed  in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

7.       No term or  provision  of this  Recognition  Agreement  may be waived or modified  unless such  waiver or  modification  is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

8.       This  Recognition  Agreement shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Company or EMC may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed Company or EMC,
respectively, hereunder.

9.       This  Recognition  Agreement  shall survive the  conveyances  of the Mortgage  Loans and the  assignment of the Warranties and
Servicing  Agreement and this  Recognition  Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this  Recognition
Agreement and the Assignment, Assumption and Recognition Agreement Agreement.

10.      This Recognition Agreement may be executed  simultaneously in any number of counterparts.  Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.

11.      In the event that any provision of this  Recognition  Agreement  conflicts  with any provision of the Warranties and Servicing
Agreement with respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.



         IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.




                                                     EMC MORTGAGE CORPORATION, as Assignor


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION, as Company


                                                     By:__________________________________________________
                                                     Name:________________________________________________
                                                     Title:_______________________________________________



                                                             ATTACHMENT 1

                                                            MORTGAGE LOANS


                                                       (Available upon request)



                                                              ATTACHMENT 2

                                                  WARRANTIES AND SERVICING AGREEMENT


                                                       (Available upon request)



                                                             ATTACHMENT 3

                                                               EXHIBIT I

                                                       REPORTING DATA FOR MONTHLY REPORT

                                                   Standard File Layout - Master Servicing
---------------------------------------------------------------------------------------------------------------------------------------------------------
           Column Name                                   Description                           Decimal                Format Comment            Max Size
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SER_INVESTOR_NBR                    A value  assigned by the Servicer to define a group of                  Text up to 10 digits                   20
                                    loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
LOAN_NBR                            A  unique  identifier  assigned  to  each  loan by the                  Text up to 10 digits                   10
                                    investor.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERVICER_LOAN_NBR                   A unique  number  assigned to a loan by the  Servicer.                  Text up to 10 digits                   10
                                    This may be different than the LOAN_NBR.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
BORROWER_NAME                       The borrower  name as received in the file.  It is not                  Maximum length of 30 (Last, First)     30
                                    separated by first and last name.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_PAY_AMT                       Scheduled  monthly  principal and  scheduled  interest        2         No commas(,) or dollar signs ($)       11
                                    payment  that a  borrower  is  expected  to  pay,  P&I
                                    constant.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NOTE_INT_RATE                       The loan interest rate as reported by the Servicer.           4         Max length of 6                        6
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NET_INT_RATE                        The loan  gross  interest  rate less the  service  fee        4         Max length of 6                        6
                                    rate as reported by the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_FEE_RATE                       The  servicer's fee rate for a loan as reported by the        4         Max length of 6                        6
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_FEE_AMT                        The  servicer's  fee amount for a loan as  reported by        2         No commas(,) or dollar signs ($)       11
                                    the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NEW_PAY_AMT                         The  new  loan  payment  amount  as  reported  by  the        2         No commas(,) or dollar signs ($)       11
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NEW_LOAN_RATE                       The new loan rate as reported by the Servicer.                4         Max length of 6                        6
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ARM_INDEX_RATE                      The  index  the  Servicer  is  using  to  calculate  a        4         Max length of 6                        6
                                    forecasted rate.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_BEG_PRIN_BAL                   The  borrower's   actual  principal   balance  at  the        2         No commas(,) or dollar signs ($)       11
                                    beginning of the processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_END_PRIN_BAL                   The borrower's  actual principal balance at the end of        2         No commas(,) or dollar signs ($)       11
                                    the processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
BORR_NEXT_PAY_DUE_DATE              The  date  at the end of  processing  cycle  that  the                  MM/DD/YYYY                             10
                                    borrower's  next  payment is due to the  Servicer,  as
                                    reported by Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_1                     The first curtailment amount to be applied.                   2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_1                    The   curtailment   date  associated  with  the  first                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_ AMT_1                     The  curtailment  interest  on the  first  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_2                     The second curtailment amount to be applied.                  2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_2                    The  curtailment   date  associated  with  the  second                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_ AMT_2                     The  curtailment  interest  on the second  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_3                     The third curtailment amount to be applied.                   2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_3                    The   curtailment   date  associated  with  the  third                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_AMT_3                      The  curtailment  interest  on the  third  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PIF_AMT                             The loan  "paid in full"  amount  as  reported  by the        2         No commas(,) or dollar signs ($)       11
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PIF_DATE                            The paid in full date as reported by the Servicer.                      MM/DD/YYYY                             10
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
                                                                                                            Action  Code  Key:  15=Bankruptcy,     2
                                                                                                            30=Foreclosure,      ,     60=PIF,
                                    The  standard  FNMA  numeric code used to indicate the                  63=Substitution,
ACTION_CODE                         default/delinquent status of a particular loan.                         65=Repurchase,70=REO
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
INT_ADJ_AMT                         The amount of the interest  adjustment  as reported by        2         No commas(,) or dollar signs ($)       11
                                    the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SOLDIER_SAILOR_ADJ_AMT              The  Soldier   and  Sailor   Adjustment   amount,   if        2         No commas(,) or dollar signs ($)       11
                                    applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NON_ADV_LOAN_AMT                    The Non Recoverable Loan Amount, if applicable.               2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
LOAN_LOSS_AMT                       The amount  the  Servicer  is  passing  as a loss,  if        2         No commas(,) or dollar signs ($)       11
                                    applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_BEG_PRIN_BAL                  The scheduled  outstanding principal amount due at the        2         No commas(,) or dollar signs ($)       11
                                    beginning  of the cycle  date to be passed  through to
                                    investors.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_END_PRIN_BAL                  The  scheduled  principal  balance due to investors at        2         No commas(,) or dollar signs ($)       11
                                    the end of a processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_PRIN_AMT                      The  scheduled  principal  amount as  reported  by the        2         No commas(,) or dollar signs ($)       11
                                    Servicer for the current cycle -- only  applicable for
                                    Scheduled/Scheduled Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_NET_INT                       The scheduled  gross interest  amount less the service        2         No commas(,) or dollar signs ($)       11
                                    fee amount for the  current  cycle as  reported by the
                                    Servicer -- only  applicable  for  Scheduled/Scheduled
                                    Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_PRIN_AMT                       The actual  principal amount collected by the Servicer        2         No commas(,) or dollar signs ($)       11
                                    for the  current  reporting  cycle -- only  applicable
                                    for Actual/Actual Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
                                    The actual gross interest  amount less the service fee
                                    amount for the current  reporting cycle as reported by
ACTL_NET_INT                        the  Servicer  -- only  applicable  for  Actual/Actual        2         No commas(,) or dollar signs ($)       11
                                    Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PREPAY_PENALTY_ AMT                 The penalty  amount  received when a borrower  prepays        2         No commas(,) or dollar signs ($)       11
                                    on his loan as reported by the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PREPAY_PENALTY_ WAIVED              The  prepayment  penalty amount for the loan waived by        2         No commas(,) or dollar signs ($)       11
                                    the servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
MOD_DATE                            The  Effective  Payment Date of the  Modification  for                  MM/DD/YYYY                             10
                                    the loan.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
MOD_TYPE                            The Modification Type.                                                  Varchar  - value  can be  alpha or     30
                                                                                                            numeric
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
DELINQ_P&I_ADVANCE_AMT              The  current   outstanding   principal   and  interest        2         No commas(,) or dollar signs ($)       11
                                    advances made by Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------



                                                             ATTACHMENT 4

                                                               EXHIBIT J
                                                       REPORTING DATA FOR DEFAULTED LOANS

                                               Standard File Layout – Delinquency Reporting

         Column/Header Name                                Description                         Decimal     Format Comment
___________________________________________________________________________________________________________________________________
SERVICER_LOAN_NBR                      A  unique   number   assigned  to  a  loan  by  the
                                       Servicer.  This may be different than the LOAN_NBR

LOAN_NBR                               A unique  identifier  assigned  to each loan by the
                                       originator.

CLIENT_NBR                             Servicer Client Number

SERV_INVESTOR_NBR                      Contains  a  unique   number  as   assigned  by  an
                                       external  servicer  to identify a group of loans in
                                       their system.

BORROWER_FIRST_NAME                    First Name of the Borrower.

BORROWER_LAST_NAME                     Last name of the borrower.

PROP_ADDRESS                           Street Name and Number of Property

PROP_STATE                             The state where the property located.

PROP_ZIP                               Zip code where the property is located.

BORR_NEXT_PAY_DUE_DATE                 The date that the  borrower's  next  payment is due                 MM/DD/YYYY
                                       to the servicer at the end of processing  cycle, as
                                       reported by Servicer.

LOAN_TYPE                              Loan Type (i.e. FHA, VA, Conv)

BANKRUPTCY_FILED_DATE                  The date a particular bankruptcy claim was filed.                   MM/DD/YYYY

BANKRUPTCY_CHAPTER_CODE                The chapter under which the bankruptcy was filed.

BANKRUPTCY_CASE_NBR                    The  case  number  assigned  by  the  court  to the
                                       bankruptcy filing.

POST_PETITION_DUE_DATE                 The payment due date once the  bankruptcy  has been                 MM/DD/YYYY
                                       approved by the courts

BANKRUPTCY_DCHRG_DISM_DATE             The  Date  The  Loan Is  Removed  From  Bankruptcy.                 MM/DD/YYYY
                                       Either  by  Dismissal,  Discharged  and/or a Motion
                                       For Relief Was Granted.

LOSS_MIT_APPR_DATE                     The Date The Loss  Mitigation  Was  Approved By The                 MM/DD/YYYY
                                       Servicer

LOSS_MIT_TYPE                          The  Type Of Loss  Mitigation  Approved  For A Loan
                                       Such As;

LOSS_MIT_EST_COMP_DATE                 The Date The Loss Mitigation  /Plan Is Scheduled To                 MM/DD/YYYY
                                       End/Close

LOSS_MIT_ACT_COMP_DATE                 The Date The Loss Mitigation Is Actually Completed                  MM/DD/YYYY

FRCLSR_APPROVED_DATE                   The date DA Admin  sends a letter  to the  servicer                 MM/DD/YYYY
                                       with instructions to begin foreclosure proceedings.

ATTORNEY_REFERRAL_DATE                 Date  File  Was  Referred  To  Attorney  to  Pursue                 MM/DD/YYYY
                                       Foreclosure

FIRST_LEGAL_DATE                       Notice  of 1st  legal  filed  by an  Attorney  in a                 MM/DD/YYYY
                                       Foreclosure Action

FRCLSR_SALE_EXPECTED_DATE              The date by which a  foreclosure  sale is  expected                 MM/DD/YYYY
                                       to occur.

FRCLSR_SALE_DATE                       The actual date of the foreclosure sale.                            MM/DD/YYYY

FRCLSR_SALE_AMT                        The amount a property  sold for at the  foreclosure        2        No   commas(,)
                                       sale.                                                               or      dollar
                                                                                                           signs ($)

EVICTION_START_DATE                    The date the  servicer  initiates  eviction  of the                 MM/DD/YYYY
                                       borrower.

EVICTION_COMPLETED_DATE                The date the court revokes legal  possession of the                 MM/DD/YYYY
                                       property from the borrower.

LIST_PRICE                             The price at which an REO property is marketed.            2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

LIST_DATE                              The date an REO  property is listed at a particular                 MM/DD/YYYY
                                       price.

OFFER_AMT                              The dollar value of an offer for an REO property.          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

OFFER_DATE_TIME                        The  date an offer  is  received  by DA Admin or by                 MM/DD/YYYY
                                       the Servicer.

REO_CLOSING_DATE                       The date the REO sale of the  property is scheduled                 MM/DD/YYYY
                                       to close.

REO_ACTUAL_CLOSING_DATE                Actual Date Of REO Sale                                             MM/DD/YYYY

OCCUPANT_CODE                          Classification of how the property is occupied.

PROP_CONDITION_CODE                    A  code  that   indicates   the  condition  of  the
                                       property.

PROP_INSPECTION_DATE                   The date a property inspection is performed.                        MM/DD/YYYY

APPRAISAL_DATE                         The date the appraisal was done.                                    MM/DD/YYYY

CURR_PROP_VAL                          The  current "as is" value of the  property  based         2
                                       on brokers price opinion or appraisal.

REPAIRED_PROP_VAL                      The amount the  property  would be worth if repairs        2
                                       are completed  pursuant to a broker's price opinion
                                       or appraisal.

If applicable:

DELINQ_STATUS_CODE                     FNMA Code Describing Status of Loan

DELINQ_REASON_CODE                     The  circumstances  which caused a borrower to stop
                                       paying on a loan.  Code  indicates  the  reason why
                                       the loan is in default for this cycle.

MI_CLAIM_FILED_DATE                    Date  Mortgage   Insurance  Claim  Was  Filed  With                 MM/DD/YYYY
                                       Mortgage Insurance Company.

MI_CLAIM_AMT                           Amount of Mortgage Insurance Claim Filed                            No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

MI_CLAIM_PAID_DATE                     Date Mortgage  Insurance  Company  Disbursed  Claim                 MM/DD/YYYY
                                       Payment

MI_CLAIM_AMT_PAID                      Amount Mortgage Insurance Company Paid On Claim            2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

POOL_CLAIM_FILED_DATE                  Date Claim Was Filed With Pool Insurance Company                    MM/DD/YYYY

POOL_CLAIM_AMT                         Amount of Claim Filed With Pool Insurance Company          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

POOL_CLAIM_PAID_DATE                   Date Claim Was  Settled and The Check Was Issued By                 MM/DD/YYYY
                                       The Pool Insurer

POOL_CLAIM_AMT_PAID                    Amount Paid On Claim By Pool Insurance Company             2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

FHA_PART_A_CLAIM_FILED_DATE             Date FHA Part A Claim Was Filed With HUD                           MM/DD/YYYY

FHA_PART_A_CLAIM_AMT                    Amount of FHA Part A Claim Filed                          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

FHA_PART_A_CLAIM_PAID_DATE              Date HUD Disbursed Part A Claim Payment                            MM/DD/YYYY

FHA_PART_A_CLAIM_PAID_AMT               Amount HUD Paid on Part A Claim                           2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

FHA_PART_B_CLAIM_FILED_DATE            Date FHA Part B Claim Was Filed With HUD                            MM/DD/YYYY

FHA_PART_B_CLAIM_AMT                   Amount of FHA Part B Claim Filed                           2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

FHA_PART_B_CLAIM_PAID_DATE              Date HUD Disbursed Part B Claim Payment                            MM/DD/YYYY

FHA_PART_B_CLAIM_PAID_AMT               Amount HUD Paid on Part B Claim                           2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)

VA_CLAIM_FILED_DATE                     Date VA Claim Was Filed With the Veterans Admin                    MM/DD/YYYY

VA_CLAIM_PAID_DATE                      Date Veterans Admin. Disbursed VA Claim Payment                    MM/DD/YYYY

VA_CLAIM_PAID_AMT                       Amount Veterans Admin. Paid on VA Claim                   2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)


Exhibit 2: Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept  alternative  Loss Mitigation Types to those above,  provided that they are consistent with industry
standards.  If Loss  Mitigation  Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:

o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:

o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown


Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                      029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                      030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------



Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:

                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------



                                                             ATTACHMENT 5

                                                               EXHIBIT K
                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE: Do not net or combine  items.  Show all expenses  individually  and all credits as separate line items.  Claim  packages
         are due on the  remittance  report date.  Late  submissions  may result in claims not being passed until the following  month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


                           The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:

         1.       The Actual Unpaid Principal Balance of the Mortgage Loan. For  documentation,  an Amortization  Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.

         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
                  payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
                  basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period

                     of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to
                     recover advances.

                  *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For  HUD/VA  loans,  use line  (18a) for Part  A/Initial  proceeds  and line  (18b) for Part  B/Supplemental
                           proceeds.

         Total Realized Loss (or Amount of Any Gain)
         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).



                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________

----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $_______________ (1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              ________________ (6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                                $_______________(13)
         Credits:
         (14) Escrow Balance                                                    $_______________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                    $________________(22)
         Total Realized Loss (or Amount of Gain)                               $________________(23)

Escrow Disbursement Detail
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------



                                                             ATTACHMENT 6

                                                               Exhibit D

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

         The assessment of compliance to be delivered by the Company shall address,  at a minimum,  the criteria identified as below as
"Applicable Servicing Criteria":

--------------------------------------------------------------------------------------------- -----------------------
                                                                                               Applicable Servicing
                                     Servicing Criteria                                              Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures  are  instituted to monitor any  performance            X
                        or other  triggers  and  events of default  in  accordance  with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If  any  material  servicing  activities  are  outsourced  to  third            X
                        parties,  policies  and  procedures  are  instituted  to monitor the
                        third  party's   performance  and  compliance  with  such  servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any  requirements  in  the  transaction  agreements  to  maintain  a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions  policy is in effect on the            X
                        party   participating  in  the  servicing  function  throughout  the
                        reporting  period  in  the  amount  of  coverage   required  by  and
                        otherwise  in   accordance   with  the  terms  of  the   transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments  on  mortgage  loans  are  deposited  into the  appropriate            X
                        custodial  bank accounts and related bank clearing  accounts no more
                        than two business days  following  receipt,  or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements  made via wire  transfer on behalf of an obligor or to            X
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees  regarding  collections,  cash flows            X
                        or  distributions,  and any  interest or other fees charged for such
                        advances,  are made,  reviewed  and  approved  as  specified  in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The  related  accounts  for the  transaction,  such as cash  reserve
                        accounts    or    accounts     established     as    a    form    of
                        overcollateralization,   are  separately   maintained   (e.g.,  with            X
                        respect  to  commingling  of cash) as set  forth in the  transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each  custodial   account  is  maintained  at  a  federally  insured            X
                        depository  institution as set forth in the transaction  agreements.
                        For  purposes  of  this  criterion,  "federally  insured  depository
                        institution" with respect to a foreign  financial  institution means
                        a foreign financial  institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued  checks  are  safeguarded  so  as to  prevent  unauthorized            X
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations   are   prepared   on  a  monthly   basis  for  all            X
                        asset-backed  securities related bank accounts,  including custodial
                        accounts and related bank clearing accounts.  These  reconciliations
                        are (A)  mathematically  accurate;  (B) prepared  within 30 calendar
                        days after the bank  statement  cutoff date, or such other number of
                        days  specified  in the  transaction  agreements;  (C)  reviewed and
                        approved  by  someone   other  than  the  person  who  prepared  the
                        reconciliation;  and (D) contain explanations for reconciling items.
                        These  reconciling  items are  resolved  within 90 calendar  days of
                        their  original  identification,   or  such  other  number  of  days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports  to  investors,   including  those  to  be  filed  with  the            X
                        Commission,  are  maintained  in  accordance  with  the  transaction
                        agreements and  applicable  Commission  requirements.  Specifically,
                        such  reports (A) are prepared in  accordance  with  timeframes  and
                        other  terms set forth in the  transaction  agreements;  (B) provide
                        information  calculated  in accordance  with the terms  specified in
                        the  transaction  agreements;  (C) are filed with the  Commission as
                        required  by  its  rules  and   regulations;   and  (D)  agree  with
                        investors'  or  the  trustee's   records  as  to  the  total  unpaid
                        principal  balance  and number of  mortgage  loans  serviced  by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors  are  allocated  and remitted in accordance            X
                        with timeframes,  distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements  made to an investor  are posted  within two  business
                        days to the  Servicer's  investor  records,  or such other number of            X
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts  remitted to investors  per the investor  reports agree with
                        cancelled  checks,  or other  form of  payment,  or  custodial  bank            X
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------

-----------------------                                                                       -----------------------
                                             Pool Asset Administration
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage  loans is maintained as required            X
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related  documents are  safeguarded as required by            X
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any  additions,  removals  or  substitutions  to the asset  pool are            X
                        made,  reviewed and approved in  accordance  with any  conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments  on  mortgage  loans,   including  any  payoffs,   made  in            X
                        accordance  with the related  mortgage loan  documents are posted to
                        the Servicer's  obligor records maintained no more than two business
                        days after  receipt,  or such other number of days  specified in the
                        transaction  agreements,  and  allocated to  principal,  interest or
                        other items (e.g.,  escrow) in accordance with the related  mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's  records  regarding the mortgage loans agree with the            X
                        Servicer's  records with respect to an  obligor's  unpaid  principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes  with  respect  to  the  terms  or  status  of an  obligor's            X
                        mortgage  loans (e.g.,  loan  modifications  or re-agings) are made,
                        reviewed and approved by  authorized  personnel in  accordance  with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss  mitigation  or  recovery  actions  (e.g.,  forbearance  plans,            X
                        modifications  and deeds in lieu of  foreclosure,  foreclosures  and
                        repossessions,   as  applicable)   are   initiated,   conducted  and
                        concluded in accordance  with the  timeframes or other  requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records  documenting  collection  efforts are maintained  during the            X
                        period  a  mortgage  loan  is  delinquent  in  accordance  with  the
                        transaction  agreements.  Such records are  maintained on at least a
                        monthly  basis,  or such other period  specified in the  transaction
                        agreements,  and  describe  the entity's  activities  in  monitoring
                        delinquent  mortgage  loans  including,  for  example,  phone calls,
                        letters and payment  rescheduling  plans in cases where  delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments  to interest rates or rates of return for mortgage loans            X
                        with variable rates are computed based on the related  mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding  any funds  held in trust for an  obligor  (such as escrow            X
                        accounts):  (A) such  funds are  analyzed,  in  accordance  with the
                        obligor's  mortgage loan documents,  on at least an annual basis, or
                        such other  period  specified  in the  transaction  agreements;  (B)
                        interest  on such  funds  is  paid,  or  credited,  to  obligors  in
                        accordance with  applicable  mortgage loan documents and state laws;
                        and (C) such funds are  returned to the  obligor  within 30 calendar
                        days of full repayment of the related  mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments  made on behalf  of an  obligor  (such as tax or  insurance            X
                        payments)  are made on or before the related  penalty or  expiration
                        dates,  as  indicated on the  appropriate  bills or notices for such
                        payments,  provided  that  such  support  has been  received  by the
                        servicer at least 30  calendar  days prior to these  dates,  or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late  payment  penalties  in  connection  with any payment to be            X
                        made on behalf of an obligor are paid from the servicer's  funds and
                        not charged to the  obligor,  unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements  made on behalf of an obligor  are  posted  within two
                        business days to the obligor's  records  maintained by the servicer,
                        or  such  other  number  of  days   specified  in  the   transaction            X
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies,   charge-offs   and   uncollectible   accounts   are            X
                        recognized   and  recorded  in  accordance   with  the   transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any  external  enhancement  or  other  support,  identified  in Item
                        1114(a)(1)  through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)          as set forth in the transaction agreements.
-----------------------                                                                       -----------------------
----------------------- --------------------------------------------------------------------- -----------------------



                                                                                                                            EXHIBIT I-8

                                            ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage  Corporation (the "Assignor"),  Citibank,  N.A., not in its individual  capacity but solely as trustee for the holders of Bear
Stearns ALT-A Trust 2006-5, Mortgage Pass-Through  Certificates,  Series 2006-5 (the "Assignee"),  and Countrywide Home Loans Servicing
LP (the "Company").

         Whereas,  the Company has  acknowledged  that certain  residential  mortgage loans (the "Called Loans") listed on Attachment 1
annexed  hereto were  transferred  to the  Assignor as set forth in the  Recognition  Agreement,  dated as of June 1, 2006  between the
Assignor and the Company (the  "Recognition  Agreement"),  the Company agrees to service the Called Loans, in accordance with the terms
and  conditions of the Seller's  Warranties and Servicing  Agreement,  dated as of September 1, 2002, as amended on January 1, 2003 and
further  amended on  September  1, 2004,  as amended by  Amendment  Reg AB dated  January 1, 2006,  and as modified in the  Recognition
Agreement  (as  amended  and  modified,   the  "Servicing   Agreement"),   between  the  Assignor  and  Countrywide  Home  Loans,  Inc.
("Countrywide"); and

         Whereas,  the Assignor  purchased  mortgage loans from Countrywide  listed on Attachment 2 annexed hereto (the "2006-5 Loans")
pursuant to that certain Master  Mortgage Loan Purchase  Agreement,  dated as of November 1, 2002 between the Assignor and  Countrywide
and those certain Term Sheets dated  February 27, 2006,  March 29, 2006 and March 30, 2006,  each between the Assignor and  Countrywide
(collectively  referred to herein as the "Purchase  Agreement");  and the Company  agrees to service the Mortgage Loans pursuant to the
terms and conditions of the Servicing Agreement.

         In consideration  of the mutual promises  contained herein the parties hereto agree that the Called Loans and the 2006-5 Loans
(collectively  referred to herein as the  "Assigned  Loans") and the  Assignor's  right,  title and  interest to and under the Purchase
Agreement,  the Servicing  Agreement and the  Recognition  Agreement  (collectively  referred to herein as the  "Agreements")  shall be
subject to the terms of this AAR  Agreement.  Capitalized  terms used herein but not defined  shall have the meanings  ascribed to them
in the Servicing Agreement or Recognition Agreement, as applicable.

         Assignment and Assumption

2.       Assignor  hereby grants,  transfers and assigns to Assignee all of the right,  title,  interest and obligations of Assignor in
the Assigned Loans and, as they relate to the Assigned Loans,  all of its right,  title,  interest and its obligations in, to and under
the Agreements.  Notwithstanding  anything to the contrary contained herein, the Assignor  specifically reserves and does not assign to
the Assignee any right, title and interest in, to or under the  representations  and warranties  contained in Sections 3.01 and 3.02 of
the Servicing  Agreement and the Assignor is retaining any and all rights to enforce the  representations  and  warranties set forth in
those sections against the Company including,  but not limited to, the right to seek repurchase or indemnification  pursuant to Section
3.03 and 3.04 of the  Servicing  Agreement.  Assignor  specifically  reserves  and does not assign to  Assignee  any  right,  title and
interest in, to or under any Mortgage Loans subject to the Agreements other than those set forth on Attachment 1 and Attachment 2.

         Assignor  acknowledges and agrees that upon execution of this AAR Agreement,  the Assignee shall become the "Purchaser"  under
the Purchase  Agreement,  except as  specifically  set forth  herein,  and subject to the  preceding  paragraph,  all  representations,
warranties and covenants by the "Company" to the "Purchaser"  under the Purchase  Agreement  including,  but not limited to, the rights
to receive indemnification, shall accrue to Assignee by virtue of this AAR Agreement.

         Representations, Warranties and Covenants

3.       Assignor warrants and represents to Assignee and Company as of the date hereof:

(a)      Attached  hereto as Attachment 3 are true and accurate  copies of the  servicing  provisions  of the Seller's  Warranties  and
                           Servicing Agreement ("Servicing Agreement"),  which Servicing Agreement and the Agreements are in full force
                           and effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in
                           any respect, nor has any notice of termination been given thereunder;

(b)      Assignor  was the lawful owner of the  Assigned  Loans with full right to transfer  the Assigned  Loans and any and all of its
                           interests,  rights and  obligations  under the  Recognition  Agreement as they relate to the Assigned Loans,
                           free and clear from any and all claims and  encumbrances;  and upon the  transfer of the  Assigned  Loans to
                           Assignee as  contemplated  herein and in the  Mortgage  Loan  Purchase  Agreement  dated as of July 31, 2006
                           between the Assignor and  Structured  Asset  Mortgage  Investments  II Inc.  ("SAMI II") and any  subsequent
                           Mortgage Loan Purchase  Agreement,  Assignee  shall have good title to each and every Assigned Loan, as well
                           as any and all of Assignee's  interests,  rights and  obligations  under the  Recognition  Agreement as they
                           relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c)      There are no  offsets,  counterclaims  or other  defenses  available  to Company  with  respect to the  Assigned  Loans or the
                           Agreements;

(d)      Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(e)      Assignor is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  incorporation,
                           and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(f)      Assignor has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignor's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignor's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignor is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignor
                           or its property is subject.  The execution,  delivery and  performance by Assignor of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Assignor.  This AAR  Agreement has been duly executed and delivered by Assignor
                           and, upon the due authorization,  execution and delivery by Assignee and Company,  will constitute the valid
                           and legally binding obligation of Assignor  enforceable against Assignor in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(g)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignor in connection  with the  execution,  delivery or  performance by
                           Assignor of this AAR Agreement,  or the consummation by it of the transactions  contemplated hereby. Neither
                           Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise disposed of
                           the  Assigned  Loans or any  interest  in the  Assigned  Loans,  or  solicited  any offer to buy or accept a
                           transfer,  pledge or other  disposition  of the Assigned  Loans,  or any  interest in the Assigned  Loans or
                           otherwise  approached  or  negotiated  with respect to the Assigned  Loans,  or any interest in the Assigned
                           Loans with any Person in any manner, or made any general  solicitation by means of general advertising or in
                           any other manner,  or taken any other action which would  constitute a  distribution  of the Assigned  Loans
                           under the Securities  Act of 1933, as amended (the "1933 Act") or which would render the  disposition of the
                           Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto; and

(h)      Assignor has received from  Company,  and has  delivered to Assignee,  all  documents  required to be delivered to Assignor by
                           Company prior to the date hereof  pursuant to the Agreements  with respect to the Assigned Loans and has not
                           received, and has not requested from Company, any additional documents.

4.       Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(a)      Assignee is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its organization and
                           has all requisite  power and  authority to hold the Assigned  Loans on behalf of the holders of Bear Stearns
                           ALT-A Trust, Mortgage Pass-Through Certificates. Series 2006-5;

(b)      Assignee has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignee's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignee's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignee is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignee
                           or its property is subject.  The execution,  delivery and  performance by Assignee of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Assignee.  This AAR  Agreement has been duly executed and delivered by Assignee
                           and, upon the due authorization,  execution and delivery by Assignor and Company,  will constitute the valid
                           and legally binding obligation of Assignee  enforceable against Assignee in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by
                           Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)      The  Assignee  assumes for the benefit of each of Assignor  and Company  all of  Assignor's  rights and  obligations  (and the
                           Master  Servicer will ensure the  performance  of these  obligations)  under the  Agreements but solely with
                           respect to such Assigned Loans.

5.       Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

(a)      Company is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its organization,  and
                           has all  requisite  power and  authority  to  service  the  Assigned  Loans and  otherwise  to  perform  its
                           obligations under the Recognition Agreement;

(b)      Company has full power and  authority  to  execute,  deliver and perform  its  obligations  under this AAR  Agreement,  and to
                           consummate the  transactions set forth herein.  The  consummation of the  transactions  contemplated by this
                           AAR  Agreement is in the ordinary  course of Company's  business and will not conflict  with, or result in a
                           breach of, any of the terms,  conditions or provisions  of Company's  organizational  documents or any legal
                           restriction,  or any material  agreement  or  instrument  to which  Company is now a party or by which it is
                           bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
                           or its property is subject.  The  execution,  delivery and  performance by Company of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           action on part of Company.  This AAR Agreement  has been duly  executed and delivered by Company,  and, upon
                           the due  authorization,  execution  and delivery by Assignor and  Assignee,  will  constitute  the valid and
                           legally binding  obligation of Company,  enforceable  against Company in accordance with its terms except as
                           enforceability may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws
                           now or hereafter in effect  relating to creditors'  rights  generally,  and by general  principles of equity
                           regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this AAR Agreement,  or the  consummation  by it of the  transactions  contemplated  hereby or if
                           required, such consent, approval, authorization or order has been obtained prior to the date hereof; and

(d)      Company shall establish a Custodial  Account and an Escrow Account under the  Recognition  Agreement in favor of Assignee with
                           respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously  established
                           under the Recognition Agreement in favor of Assignor.

6.       The Company hereby  restates the  representations  and warranties set forth in Section 2(b) of Amendment Reg AB as of the date
hereof.

7.       Assignor  hereby  agrees to  indemnify  and hold the  Assignee and the Company  (and their  successors  and assigns)  harmless
against any and all claims, losses, penalties,  fines, forfeitures,  legal fees and related costs, judgments, and any other costs, fees
and  expenses  that  Assignee or the Company  (and their  successors  and  assigns) may sustain in any way related to any breach of the
representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

         Recognition of Assignee

8.       From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with this AAR Agreement.

9.       Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties hereto that (i) this
AAR Agreement is acknowledged  and accepted by the Assignee not  individually or personally but solely as Assignee for the Trust in the
exercise of the powers and authority  conferred and vested in it under the Pooling and Servicing  Agreement (the "Pooling and Servicing
Agreement"),  dated as of June 1, 2006,  among SAMI II, the Assignor,  the Assignee,  and Wells Fargo Bank,  National  Association,  as
master  servicer  (the  "Master  Servicer")  and as  securities  administrator,  (ii)  each of the  representations,  undertakings  and
Agreements  herein made on behalf of the Trust is made and intended not as personal  representations,  undertakings  and  Agreements of
the Assignee but is made and  intended  for the purpose of binding only the Trust and (iii) under no  circumstances  shall the Assignee
be  personally  liable for the payment of any  indebtedness  or  expenses  of the  Assignee or the Trust or be liable for the breach or
failure of any  obligation,  representation,  warranty or covenant made or undertaken by the Assignee,  the Assignor or the Trust under
the Servicing  Agreement or the Pooling and Servicing  Agreement.  Any recourse  against the Assignee in respect of any  obligations it
may have under or  pursuant  to the terms of this AAR  Agreement  shall be limited  solely to the assets it may hold as trustee of Bear
Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

         Modification of the Servicing Agreement

                  9.  The Company and EMC hereby amend the Servicing Agreement as follows:

a.       Sections 6.04, 6.05, 6.07 and clause (x) of Section 10.01,  all as added by Amendment Number 2 to the Servicing  Agreement are
                      deleted in their entirety.

b.       Exhibit F to the  Servicing  Agreement is hereby  deleted in its entirety and replace  with the  reporting  exhibits  attached
                      hereto as Attachment 5 in formats mutually agreeable to the Company and the Master Servicer.

                  10.  The Company and EMC hereby modify Amendment Reg AB as follows:

                           a.       The following shall be added as Section 2(g)(vi) of Amendment Reg AB:

                                    The Master  Servicer shall be considered a third party  beneficiary of Sections 2(d), 2(e) and 2(g)
                      of this Amendment Reg AB (with regard to Section 2(g),  solely with respect to noncompliance  under Sections 2(d)
                      and 2(e) of this Amendment Reg AB),  entitled to all of the rights and benefits  accruing to any Master  Servicer
                      herein as if it were a direct party to this Amendment Reg AB.

                  b.       Section  2(e)(i)(D) of Amendment Reg AB is hereby  amended by deleting "if required by Regulation  AB," from
                      the first line of such Section 2(e)(i)(D).

         Miscellaneous

11.      All demands,  notices and  communications  related to the Assigned  Loans,  the  Recognition  Agreement and this AAR Agreement
shall be in writing  and shall be deemed to have been duly given if  personally  delivered  at or mailed by  registered  mail,  postage
prepaid, as follows:

(a)      In the case of Company,

                Countrywide Home Loans Servicing LP
                400 Countrywide Way
                Simi Valley, California 93065
                Attention:  John Lindberg, Rachel Meza, Eric Varnen and Yuan Li

                With a copy to:  General Counsel

(b)      In the case of Assignor,

                EMC Mortgage Corporation
                2780 Lake Vista Drive
                Lewisville, Texas 75067
                Attention: Conduit Seller Approval Dept.
                Facsimile: (214) 626-3751
                Email: sellerapproval@bear.com

                All notices and updates  required to be provided to the  Assignor  regarding  Regulation  AB pursuant to the  Servicing
                Agreement should be sent to the Assignor by email to regABnotifications@bear.com, and additionally:

                  (a)      for Item 1117 (Legal Proceedings) to:

                EMC Mortgage Corporation
                2780 Lake Vista Drive
                Lewisville, Texas 75067
                Attention: Conduit Seller Approval Dept.
                Facsimile: (214) 626-3751
                Email: sellerapproval@bear.com


                with copies to:

                Bear, Stearns & Co. Inc.
                383 Madison Avenue, 3rd Floor
                New York, NY  10179
                Attention:  Global Credit Administration
                Facsimile:  (212) 272-6564

                  (b)      For Item 1119 (Affiliations and Certain Relationships and Related Transactions) to:

                EMC Mortgage Corporation
                2780 Lake Vista Drive
                Lewisville, Texas 75067
                Attention: Conduit Seller Approval Dept.
                Facsimile: (214) 626-3751
                Email: sellerapproval@bear.com

                with a copy to:

                Bear, Stearns & Co. Inc.
                383 Madison Avenue, 3rd Floor
                New York, NY  10179
                Attention:  Global Credit Administration
                Facsimile:  (212) 272-6564

(c)      In the case of the Securities Administrator,

                Wells Fargo Bank, National Association
                9062 Old Annapolis Road
                Columbia, Maryland 21045
                Attention: Client Manager BSALTA 2006-5 Telecopier No.: (410) 715-2380

(d)      In the case of Assignee,

                Citibank, N.A.
                388 Greenwich Street, 14th Floor
                New York, New York 10013
                Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                Telecopier No.: (212) 816-5527

12.      Each party will pay any  commissions  it has incurred and the Assignor  shall pay the fees of its attorneys and the reasonable
fees of the  attorneys of the Assignee and the Company in  connection  with the  negotiations  for,  documenting  of and closing of the
transactions contemplated by this AAR Agreement.

13.      This AAR Agreement  shall be construed in accordance  with the laws of the State of New York,  without  regard to conflicts of
law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

14.      No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.

15.      This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
Assignor,  Assignee  or Company may be merged or  consolidated  shall,  without the  requirement  for any  further  writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

16.      This AAR Agreement shall survive the conveyance of the Assigned  Loans,  the assignment of the Agreements to the extent of the
Assigned Loans by Assignor to Assignee and the termination of the Agreements.

17.      This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.

18.      In the event that any  provision of this AAR Agreement  conflicts  with any  provision of the  Agreements  with respect to the
Assigned Loans, the terms of this AAR Agreement shall control.

19.      The Company hereby acknowledges that Wells Fargo Bank,  National  Association has been appointed as the master servicer of the
Mortgage  Loans pursuant to the Pooling and Servicing  Agreement,  dated as of June 1, 2006,  among SAMI II, the Assignor,  Wells Fargo
Bank,  National  Association  and the  Assignee  and  therefor  has the right to  enforce  all  obligations  of the  Company  under the
Recognition Agreement to the extent assigned under this AAR Agreement  (specifically  excluding,  without limitation,  any right, title
and interest in, to or under the  representations  and  warranties  contained in Sections 3.01 and 3.02 of the Servicing  Agreement and
any and all rights to enforce the  representations  and warranties  set forth in those sections  against the Company which are retained
by the Assignor.  Notwithstanding  the foregoing,  it is understood that the Company shall not be obligated to defend and indemnify and
hold  harmless the Master  Servicer,  the  Assignor  and the  Assignee  against any losses,  damages,  penalties,  fines,  forfeitures,
judgments and any related costs including,  without limitation,  reasonable and necessary legal fees, resulting from (i) actions of the
Company which were taken upon the written  instruction  or direction of the Master  Servicer or Assignee,  as  applicable,  or (ii) the
failure of the Master  Servicer to perform the obligations of the Assignee as "Purchaser"  with respect to the Agreements.  The Company
shall make all  distributions  under the Recognition  Agreement to the Master Servicer by wire transfer of immediately  available funds
to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name: SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account # 50937300.

          and the Company shall deliver all reports  required to be delivered  under the  Recognition  Agreement to the Assignee at the
  address set forth in Section 8 herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380



         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.

EMC MORTGAGE CORPORATION
Assignor


By:  ________________________________________________
Name:
Title:

CITIBANK, N.A.
AS TRUSTEE
Assignee


By:__________________________________________________
Name:
Title:

COUNTRYWIDE HOME LOANS SERVICING LP
Company
By:  Countrywide GP, Inc., its General Partner


By:__________________________________________________
Name:
Title:

ACKNOWLEDGED AND AGREED:

WELLS FARGO BANK,
NATIONAL ASSOCIATION


By:__________________________________________________
Name:
Title:


ACKNOWLEDGED AND AGREED:



STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.



By:__________________________________________________
Name:
Title:



                                                             ATTACHMENT 1

                                                             CALLED LOANS



                                                             ATTACHMENT 2


                                                             2006-5 LOANS




                                                             ATTACHMENT 3


                                                          SERVICING AGREEMENT

                                                        ARTICLES IV, V, AND VI

ATTACHMENT 4

AFFILIATION DISCLOSURE
(Pursuant to Item 1119 of Regulation AB)

2. Depositor and any affiliate, including but not limited to:
a. Bear Stearns Asset Backed Securities I LLC
b. Structured Asset Mortgage Investments II Inc.

3. Bear Stearns ALT-A Trust 2006-5 and any affiliate

4. Citibank, N.A., as Trustee, and any affiliate

5. Significant obligor and any affiliate - None

6. Enhancement or support provider and any affiliate - None

7. 1100(d)(1) parties – any named party in the Securitization Transaction:

a. Cap Contract Provider: Bear Stearns Financial Products Inc., N.A.

b. Underwriter: Bear, Stearns & Co. Inc.

c. Servicers: EMC Mortgage Corporation; EverHome Mortgage Company; First Horizon Home Loan Corporation; GMAC Mortgage
Corporation; GreenPoint Mortgage Company; HomeBanc Mortgage Corporation; HSBC Mortgage Corporation (USA); IndyMac Bank, FSB; Mid
America Bank, FSB; PHH Mortgage Corporation; U.S. Bank National Association; Wells Fargo Bank, N.A.

d. Master Servicer: Wells Fargo Bank, National Association

e. Unaffiliated Servicer of 20%: EMC Mortgage Corporation

f. Originator of 10%: EMC Mortgage Corporation

g. Securities Administrator: Wells Fargo Bank, National Association

h. Custodian: Wells Fargo Bank, National Association




                                                             ATTACHMENT 5

                                                  REPORTING DATA FOR DEFAULTED LOANS

Data must be submitted to Wells Fargo Bank in an Excel spreadsheet format with fixed field names and data type.  The Excel
spreadsheet should be used as a template consistently every month when submitting data.


Table: Delinquency
Name                                                     Type                                       Size
-------------------------------------------------------- ------------------- ----------------------------
Servicer Loan #                                          Number                                        8
                                                        (Double)
Investor Loan #                                          Number                                        8
                                                        (Double)
Borrower Name                                            Text                                         20
Address                                                  Text                                         30
State                                                    Text                                          2
Due Date                                                 Date/Time                                     8
Action Code                                              Text                                          2
FC Received                                              Date/Time                                     8
File Referred to Atty                                    Date/Time                                     8
NOD                                                      Date/Time                                     8
Complaint Filed                                          Date/Time                                     8
Sale Published                                           Date/Time                                     8
Target Sale Date                                         Date/Time                                     8
Actual Sale Date                                         Date/Time                                     8
Loss Mit Approval Date                                   Date/Time                                     8
Loss Mit Type                                            Text                                          5
Loss Mit Estimated Completion                            Date/Time                                     8
Date
Loss Mit Actual Completion Date                          Date/Time                                     8
Loss Mit Broken Plan Date                                Date/Time                                     8
BK Chapter                                               Text                                          6
BK Filed Date                                            Date/Time                                     8
Post Petition Due                                        Date/Time                                     8
Motion for Relief                                        Date/Time                                     8
Lift of Stay                                             Date/Time                                     8
RFD                                                      Text                                         10
Occupant Code                                            Text                                         10
Eviction Start Date                                      Date/Time                                     8
Eviction Completed Date                                  Date/Time                                     8
List Price                                               Currency                                      8
List Date                                                Date/Time                                     8
Accepted Offer Price                                     Currency                                      8
Accepted Offer Date                                      Date/Time                                     8
Estimated REO Closing Date                               Date/Time                                     8
Actual REO Sale Date                                     Date/Time                                     8

•    Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in order for your file to be
     accepted.




The Action Code Field should show the applicable numeric code to indicate that a special action is being taken. The Action Codes are
the following:

              12-Relief Provisions
              15-Bankruptcy/Litigation
              20-Referred for Deed-in-Lieu
              30-Referred fore Foreclosure
              60-Payoff
              65-Repurchase
              70-REO-Held for Sale
              71-Third Party Sale/Condemnation
              72-REO-Pending Conveyance-Pool Insurance claim filed



Wells Fargo Bank will accept alternative Action Codes to those above, provided that the Codes are consistent with industry standards.
If Action Codes other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Action
Codes prior to sending the file.

Description of Action Codes:

Action Code 12 - To report a Mortgage Loan for which the Borrower has been granted relief for curing a delinquency.  The Action Date
is the date the relief is expected to end.  For military indulgence, it will be three months after the Borrower's discharge from
military service.

Action Code 15 - To report the Borrower's filing for bankruptcy or instituting some other type of litigation that will prevent or
delay liquidation of the Mortgage Loan.  The Action Date will be either the date that any repayment plan (or forbearance) instituted
by the bankruptcy court will expire or an additional date by which the litigation should be resolved.

Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or an assignment of the property. The Action Date is the
date the Servicer decided to pursue a deed-in-lieu or the assignment.

Action Code 30 - To report that the decision has been made to foreclose the Mortgage Loan.  The Action Date is the date the Servicer
referred the case to the foreclosure attorney.

Action Code 60 - To report that a Mortgage Loan has been paid in full either at, or prior to, maturity.  The Action Date is the date
the pay-off funds were remitted to the Master Servicer.

Action Code 65 - To report that the Servicer is repurchasing the Mortgage Loan.  The Action Date is the date the repurchase proceeds
were remitted to the Master Servicer.

Action Code 70 - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has been accepted, and the
Servicer, on behalf of the owner of the Mortgage Loan, has acquired the property and may dispose of it.  The Action Date is the date
of the foreclosure sale or, for deeds-in-lieu, the date the deed is recorded on behalf of the owner of the Mortgage Loan.

Action Code 71 - To report that a Mortgage Loan has been foreclosed and a third party acquired the property, or a total condemnation
of the property has occurred.  The Action Date is the date of the foreclosure sale or the date the condemnation award was received.

Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been accepted, and the property may be
conveyed to the mortgage insurer and the pool insurance claim has been filed.  The Action Date is the date of the foreclosure sale,
or, for deeds-in-lieu, the date of the deed for conventional mortgages.

The Loss Mit Type field should show the approved Loss Mitigation arrangement.  The following are acceptable:

         ASUM-Approved Assumption
         BAP-Borrower Assistance Program
         CO-Charge Off
         DIL-Deed-in-Lieu
         FFA-Formal Forbearance Agreement
         MOD-Loan Modification
         PRE-Pre-Sale
         SS-Short Sale
         MISC-Anything else approved by the PMI or Pool Insurer


Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards.  If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.


The Occupant Code field should show the current status of the property.  The acceptable codes are:


         Mortgagor
         Tenant
         Unknown
         Vacant




                       REALIZED LOSS CALCULATION INFORMATION WELLS FARGO BANK, N.A. Form 332




Calculation of Realized Loss

Purpose

To provide the  Servicer  with a form for the  calculation  of any Realized  Loss (or gain) as a result of a Mortgage  Loan having been
foreclosed and Liquidated.

Distribution

The Servicer  will prepare the form in duplicate and send the original  together  with evidence of conveyance of title and  appropriate
supporting  documentation  to the Master Servicer with the Monthly  Accounting  Reports which supports the Mortgage Loan's removal from
the Mortgage Loan Activity Report. The Servicer will retain the duplicate for its own records.

Due Date

With  respect to any  liquidated  Mortgage  Loan,  the form will be  submitted  to the Master  Servicer no later than the date on which
statements are due to the Master  Servicer under Section 4.02 of this Agreement (the "Statement  Date") in the month following  receipt
of final  liquidation  proceeds  and  supporting  documentation  relating to such  liquidated  Mortgage  Loan;  provided,  that if such
Statement  Date is not at least 30 days after  receipt of final  liquidation  proceeds and  supporting  documentation  relating to such
liquidated  Mortgage Loan, then the form will be submitted on the first  Statement Date occurring after the 30th day following  receipt
of final liquidation proceeds and supporting documentation.

Preparation Instructions

The numbers on the form correspond with the numbers listed below.

1.       The actual Unpaid Principal Balance of the Mortgage Loan.
2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had
been made as agreed.

3-7.     Complete as necessary.  All line entries must be supported by copies of appropriate statements,
         vouchers, receipts, canceled checks, etc., to document the expense.  Entries not properly
         documented will not be reimbursed to the Servicer.

8.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis.
10.      The total of lines 1 through 9.

Credits

11-17.   Complete as  necessary.  All line entries must be supported by copies of the  appropriate  claims forms,  statements,  payment
         checks,  etc. to document the credit.  If the Mortgage  Loan is subject to a Bankruptcy  Deficiency,  the  difference  between
         the Unpaid Principal  Balance of the Note prior to the Bankruptcy  Deficiency and the Unpaid  Principal  Balance as reduced by
         the Bankruptcy Deficiency should be input on line 16.

18.      The total of lines 11 through 17.

Total Realized Loss (or Amount of Any Gain)

19.      The  total  derived  from  subtracting  line 18 from 10.  If the  amount  represents  a  realized  gain,  show the  amount  in
         parenthesis (  ).


                                                        WELLS FARGO BANK, N.A.
                                                     CALCULATION OF REALIZED LOSS



           WELLS FARGO BANK, N.A. Trust:  ___________________________

           Prepared by: __________________ Date: _______________

           Phone: ______________________

         Servicer Loan No.                  Servicer Name     Servicer Address

WELLS FARGO BANK, N.A.
Loan No._____________________________
Borrower's Name:________________________________________________________
Property
Address:________________________________________________________________

Liquidation and Acquisition Expenses:
Actual Unpaid Principal Balance of Mortgage Loan                                $_______________(1)
Interest accrued at Net Rate                                                    ________________(2)
Attorney's Fees                                                                 ________________(3)
Taxes                                                                           ________________(4)
Property Maintenance                                                            ________________(5)
MI/Hazard Insurance Premiums                                                    ________________(6)
Hazard Loss Expenses                                                            ________________(7)
Accrued Servicing Fees                                                          ________________(8)
Other (itemize)                                                                 ________________(9)
                                                                                $ _________________



Total Expenses                                                                  $_____________(10)
Credits:
Escrow Balance                                                                 $______________(11)
HIP Refund                                                                      ______________(12)
Rental Receipts                                                                 ______________(13)
Hazard Loss Proceeds                                                            ______________(14)
Primary Mortgage Insurance Proceeds                                             ______________(15)
Proceeds from Sale of Acquired Property                                         ______________(16)
Other (itemize)                                                                 ______________(17)
                                                                                __________________
                                                                                __________________
Total Credits                                                                   $_____________(18)

                                       Total Realized Loss (or Amount of Gain)  $_________________






------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------



                      Standard File Layout - Master Servicing
---------------------------------------------------------------------------------------------- --------------------------- --------
Column Name                  Description                                             Decimal    Format Comment              Max
                                                                                                                            Size
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SER_INVESTOR_NBR             A value  assigned by the Servicer to define a group of             Text up to 10 digits             20
                             loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
LOAN_NBR                     A  unique  identifier  assigned  to  each  loan by the             Text up to 10 digits             10
                             investor.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERVICER_LOAN_NBR            A unique  number  assigned to a loan by the  Servicer.             Text up to 10 digits             10
                             This may be different than the LOAN_NBR.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
BORROWER_NAME                The borrower  name as received in the file.  It is not             Maximum   length   of   30       30
                             separated by first and last name.                                  (Last, First)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_PAY_AMT                Scheduled  monthly  principal and  scheduled  interest      2      No   commas(,)  or  dollar       11
                             payment  that a  borrower  is  expected  to  pay,  P&I             signs ($)
                             constant.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NOTE_INT_RATE                The loan interest rate as reported by the Servicer.         4      Max length of 6                   6
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NET_INT_RATE                 The loan  gross  interest  rate less the  service  fee      4      Max length of 6                   6
                             rate as reported by the Servicer.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_FEE_RATE                The  servicer's fee rate for a loan as reported by the      4      Max length of 6                   6
                             Servicer.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_FEE_AMT                 The  servicer's  fee amount for a loan as  reported by      2      No   commas(,)  or  dollar       11
                             the Servicer.                                                      signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NEW_PAY_AMT                  The  new  loan  payment  amount  as  reported  by  the      2      No   commas(,)  or  dollar       11
                             Servicer.                                                          signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NEW_LOAN_RATE                The new loan rate as reported by the Servicer.              4      Max length of 6                   6
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ARM_INDEX_RATE               The  index  the  Servicer  is  using  to  calculate  a      4      Max length of 6                   6
                             forecasted rate.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTL_BEG_PRIN_BAL            The  borrower's   actual  principal   balance  at  the      2      No   commas(,)  or  dollar       11
                             beginning of the processing cycle.                                 signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTL_END_PRIN_BAL            The borrower's  actual principal balance at the end of      2      No   commas(,)  or  dollar       11
                             the processing cycle.                                              signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
BORR_NEXT_PAY_DUE_DATE       The  date  at the end of  processing  cycle  that  the             MM/DD/YYYY                       10
                             borrower's  next  payment is due to the  Servicer,  as
                             reported by Servicer.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_AMT_1              The first curtailment amount to be applied.                 2      No   commas(,)  or  dollar       11
                                                                                                signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_DATE_1             The   curtailment   date  associated  with  the  first             MM/DD/YYYY                       10
                             curtailment amount.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
CURT_ADJ_ AMT_1              The  curtailment  interest  on the  first  curtailment      2      No   commas(,)  or  dollar       11
                             amount, if applicable.                                             signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_AMT_2              The second curtailment amount to be applied.                2      No   commas(,)  or  dollar       11
                                                                                                signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_DATE_2             The  curtailment   date  associated  with  the  second             MM/DD/YYYY                       10
                             curtailment amount.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
CURT_ADJ_ AMT_2              The  curtailment  interest  on the second  curtailment      2      No   commas(,)  or  dollar       11
                             amount, if applicable.                                             signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_AMT_3              The third curtailment amount to be applied.                 2      No   commas(,)  or  dollar       11
                                                                                                signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SERV_CURT_DATE_3             The   curtailment   date  associated  with  the  third             MM/DD/YYYY                       10
                             curtailment amount.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
CURT_ADJ_AMT_3               The  curtailment  interest  on the  third  curtailment      2      No   commas(,)  or  dollar       11
                             amount, if applicable.                                             signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
PIF_AMT                      The loan  "paid in full"  amount  as  reported  by the      2      No   commas(,)  or  dollar       11
                             Servicer.                                                          signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
PIF_DATE                     The paid in full date as reported by the Servicer.                 MM/DD/YYYY                       10
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
                                                                                                Action      Code      Key:        2
                                                                                                15=Bankruptcy,
                                                                                                30=Foreclosure,  , 60=PIF,
                             The  standard  FNMA  numeric code used to indicate the             63=Substitution,
ACTION_CODE                  default/delinquent status of a particular loan.                    65=Repurchase,70=REO
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
INT_ADJ_AMT                  The amount of the interest  adjustment  as reported by      2      No   commas(,)  or  dollar       11
                             the Servicer.                                                      signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SOLDIER_SAILOR_ADJ_AMT       The  Soldier   and  Sailor   Adjustment   amount,   if      2      No   commas(,)  or  dollar       11
                             applicable.                                                        signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
NON_ADV_LOAN_AMT             The Non Recoverable Loan Amount, if applicable.             2      No   commas(,)  or  dollar       11
                                                                                                signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
LOAN_LOSS_AMT                The amount  the  Servicer  is  passing  as a loss,  if      2      No   commas(,)  or  dollar       11
                             applicable.                                                        signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_BEG_PRIN_BAL           The scheduled  outstanding principal amount due at the      2      No   commas(,)  or  dollar       11
                             beginning  of the cycle  date to be passed  through to             signs ($)
                             investors.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_END_PRIN_BAL           The  scheduled  principal  balance due to investors at      2      No   commas(,)  or  dollar       11
                             the end of a processing cycle.                                     signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_PRIN_AMT               The  scheduled  principal  amount as  reported  by the      2      No   commas(,)  or  dollar       11
                             Servicer for the current cycle -- only  applicable for             signs ($)
                             Scheduled/Scheduled Loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
SCHED_NET_INT                The scheduled  gross interest  amount less the service      2      No   commas(,)  or  dollar       11
                             fee amount for the  current  cycle as  reported by the             signs ($)
                             Servicer -- only  applicable  for  Scheduled/Scheduled
                             Loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTL_PRIN_AMT                The actual  principal amount collected by the Servicer      2      No   commas(,)  or  dollar       11
                             for the  current  reporting  cycle -- only  applicable             signs ($)
                             for Actual/Actual Loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
ACTL_NET_INT                 The actual gross interest  amount less the service fee      2      No   commas(,)  or  dollar       11
                             amount for the current  reporting cycle as reported by             signs ($)
                             the  Servicer  -- only  applicable  for  Actual/Actual
                             Loans.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
PREPAY_PENALTY_ AMT          The penalty  amount  received when a borrower  prepays      2      No   commas(,)  or  dollar       11
                             on his loan as reported by the Servicer.                           signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
PREPAY_PENALTY_ WAIVED       The  prepayment  penalty amount for the loan waived by      2      No   commas(,)  or  dollar       11
                             the servicer.                                                      signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
MOD_DATE                     The  Effective  Payment Date of the  Modification  for             MM/DD/YYYY                       10
                             the loan.
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
MOD_TYPE                     The Modification Type.                                             Varchar  -  value  can  be       30
                                                                                                alpha or numeric
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------
DELINQ_P&I_ADVANCE_AMT       The  current   outstanding   principal   and  interest      2      No   commas(,)  or  dollar       11
                             advances made by Servicer.                                         signs ($)
---------------------------- ------------------------------------------------------- ---------- --------------------------- --------




                                                                                                                            EXHIBIT I-9









                            ______________________________________________________________________________






                                             STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                                                                 Owner

                                                                  and

                                                       EMC MORTGAGE CORPORATION
                                                               Servicer




                                                          SERVICING AGREEMENT

                                                       Dated as of July 1, 2006





                                   _________________________________________________________________




EXHIBITS


Exhibit A         Mortgage Loan Schedule

Exhibit B         Custodial Account Letter Agreement

Exhibit C         Escrow Account Letter Agreement

Exhibit D         Form of Request for Release

Exhibit E         Reporting Data for Monthly Report

Exhibit F         Reporting Data for Defaulted Loans

Exhibit G         Form of Owner Certification

Exhibit H         Summary of Regulation AB Servicing Criteria

Exhibit I         Summary of Applicable Regulation AB Requirements

Exhibit J         Servicing Criteria to be Addressed in Assessment of Compliance

Exhibit K         Reporting Data for Realized Losses and Gains




         THIS IS A SERVICING  AGREEMENT,  dated as of July 1, 2006, and is executed between  Structured  Asset Mortgage  Investments II
Inc. (the "Owner") and EMC Mortgage Corporation (the "Servicer").

                                                         W I T N E S S E T H :

         WHEREAS, the Owner is the owner of the Mortgage Loans;

         WHEREAS, the Owner and the Servicer wish to prescribe the permanent management, servicing and control of the Mortgage Loans;

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  hereinafter  set  forth,  and for  other  good  and  valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Owner and the Servicer agree as follows:

                                                               ARTICLE I
                                                              DEFINITIONS

         Section 1.01.  Defined Terms.

         Whenever used in this  Agreement,  the following  words and phrases,  unless the context  otherwise  requires,  shall have the
following meaning specified in this Article:

         Accepted  Servicing  Practices:  The procedures,  including prudent  collection and loan  administration  procedures,  and the
standard of care (i) employed by prudent  mortgage  servicers  which service  mortgage  loans of the same type as the Mortgage Loans in
the  jurisdictions in which the related Mortgage  Properties are located or (ii) in accordance with the Fannie Mae Guide or Freddie Mac
Guide,  subject to any variances  negotiated  with Fannie Mae or Freddie Mac and subject to the express  provisions of this  Agreement.
Such  standard of care shall not be lower than that the Servicer  customarily  employs and  exercises in  servicing  and  administering
similar mortgage loans for its own account and shall be in full compliance with all federal,  state, and local laws, ordinances,  rules
and regulations.

         Adjustment  Date: As to each ARM Loan, the date on which the Mortgage  Interest Rate is adjusted in accordance  with the terms
of the related Mortgage Note.

         Agreement:  This Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.

         ARM Loans:  First lien,  conventional,  1-4 family  residential  Mortgage  Loans with interest rates which adjust from time to
time in  accordance  with the  related  Index and are  subject  to  Periodic  Rate  Caps and  Lifetime  Rate Caps and which may  permit
conversion to fixed interest rates.

         Business  Day:  Any day other than (i) a Saturday or Sunday,  or (ii) a legal  holiday in the States of  Maryland,  Minnesota,
New York or the jurisdiction in which the Servicer  conducts its servicing  activities,  or (iii) a day on which banks in the States of
Maryland,  Minnesota,  New York or the jurisdiction in which the Servicer conducts its servicing activities are authorized or obligated
by law or executive order to be closed.

         Code:  The Internal  Revenue Code of 1986,  as it may be amended from time to time,  or any  successor  statute  thereto,  and
applicable U.S. Department of the Treasury regulations issued pursuant thereto.

         Commission or SEC:  The Securities and Exchange Commission.

         Condemnation  Proceeds:  All awards or  settlements  in respect of a  Mortgaged  Property,  whether  permanent  or  temporary,
partial or entire,  by  exercise  of the power of eminent  domain or  condemnation,  to the extent not  required  to be  released  to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

         Custodial  Account:  One or more demand  account or accounts  created and  maintained  pursuant to Section 4.04 which shall be
entitled  "EMC  Custodial  Account  in trust for SAMI II,  Owner of Whole Loan  Mortgages  and  various  Mortgagors"  established  at a
Qualified  Depository,  each of which accounts shall be held by such Qualified  Depository in a fiduciary capacity,  separate and apart
from its funds and general assets.

         Custodian:  Wells Fargo Bank, National Association, or such other custodian as Owner shall designate.

         Cut-off Date:  The open of business on July 1, 2006.

         Delinquent:  As defined in the related pooling and servicing agreement.

         Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Pass-Through Transfer.

         Determination  Date:  The 15th day (or if such 15th day is not a Business  Day, the Business Day  immediately  preceding  such
15th day) of the month of the Remittance Date.

         Due Date:  Each day on which  payments of principal and interest are required to be paid in  accordance  with the terms of the
related Mortgage Note, exclusive of any days of grace.

         Due Period:  With respect to each  Remittance  Date, the period  commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.

         Escrow  Account:  The  separate  trust  account or accounts  created and  maintained  pursuant to Section  4.06 which shall be
entitled "EMC Escrow Account,  in trust for SAMI II, Owner of Whole Loan Mortgages and various  Mortgagors" and shall be established at
a Qualified Depository, each of which accounts shall in no event contain funds in excess of the FDIC insurance limits.

         Escrow  Payments:  With respect to any Mortgage  Loan,  the amounts  constituting  ground  rents,  taxes,  assessments,  water
rates, sewer rents, municipal charges,  mortgage insurance premiums,  fire and hazard insurance premiums,  condominium charges, and any
other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

         Event of Default:   Any one of the conditions or circumstances enumerated in Section 9.01.

         Exchange Act:  The Securities Exchange Act of 1934, as amended.

         Fannie Mae:  Fannie Mae, or any successor thereto.

         Fannie Mae Guide:   The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions thereto.

         Fidelity Bond:  A fidelity bond to be maintained by the Servicer pursuant to Section 4.12.

         FIRREA:   The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended from time to time.

         Freddie Mac:  Freddie Mac, or any successor thereto.

         Freddie Mac Guide:  The  Freddie  Mac Selling  Guide and the Freddie  Mac  Servicing  Guide and all  amendments  or  additions
thereto.

         Full Principal Prepayment:  A Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

         GAAP:  Generally accepted accounting procedures, consistently applied.

         HUD:   The United States Department of Housing and Urban Development or any successor.

         Index:  With respect to each ARM Loan,  on the related  Adjustment  Date,  the index used to determine  the Mortgage  Interest
Rate on each such ARM Loan.

         Insurance  Proceeds:  With respect to each Mortgage  Loan,  proceeds of insurance  policies  insuring the Mortgage Loan or the
related Mortgaged Property.

         Lifetime  Rate Cap: With respect to each ARM Loan,  the maximum  Mortgage  Interest Rate over the term of such Mortgage  Loan,
as specified in the related Mortgage Note.

         Liquidation  Proceeds:  Amounts,  other than Insurance  Proceeds and  Condemnation  Proceeds,  received in connection with the
liquidation of a defaulted  Mortgage Loan,  whether through the sale or assignment of such Mortgage Loan,  trustee's sale,  foreclosure
sale or otherwise, other than amounts received following the acquisition of an REO Property pursuant to Section 4.13.

         Margin:  With respect to each ARM Loan,  the fixed  percentage  amount set forth in each related  Mortgage Note which is added
to the Index in order to determine the related Mortgage Interest Rate.

         Master Servicer:  Wells Fargo Bank,  National  Association,  its successors in interest and assigns,  or any successor thereto
designated by the Owner.

         Monthly Advance:   The aggregate of the advances made by the Servicer on any Remittance Date pursuant to Section 5.03.

         Monthly  Payment:  With respect to each Mortgage Loan, the scheduled  monthly payment of principal and interest  thereon which
is payable by the related Mortgagor under the related Mortgage Note.

         Mortgage:  The  mortgage,  deed of trust or other  instrument  securing  a  Mortgage  Note  which  creates a first  lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.

         Mortgage  Interest  Rate:  The annual rate at which  interest  accrues on any Mortgage Loan in accordance  with the provisions
of the related  Mortgage Note, and in the case of an ARM Loan, as adjusted from time to time on each  Adjustment Date for such Mortgage
Loan to equal the Index for such  Mortgage  Loan plus the  Margin for such  Mortgage  Loan,  and  subject  to the  limitations  on such
interest rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.

         Mortgage Loan: An individual  Mortgage Loan described  herein and as further  identified on the Mortgage Loan Schedule,  which
Mortgage Loan includes  without  limitation the Mortgage Loan  Documents,  the Monthly  Payments,  Principal  Prepayments,  Liquidation
Proceeds,  Condemnation  Proceeds,  Insurance  Proceeds,  REO  Disposition  Proceeds,  and all other  rights,  benefits,  proceeds  and
obligations arising from or in connection with such Mortgage Loan.

         Mortgage Loan Documents:  The original mortgage loan legal documents held by the Custodian.

         Mortgage  Loan  Remittance  Rate:  With  respect to each  Mortgage  Loan,  the annual rate of interest  remitted to the Owner,
which shall be equal to the related Mortgage Interest Rate minus the Servicing Fee Rate.

         Mortgage Loan Schedule:  The schedule of Mortgage Loans  attached  hereto as Exhibit A, such schedule being  acceptable to the
Owner and the Servicer.

         Mortgage Note:  The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

         Mortgaged Property:  The underlying real property securing repayment of a Mortgage Note.

         Mortgagor:  The obligor on a Mortgage Note.

         Net Liquidation  Proceeds:  As to any Mortgage Loan,  Liquidation Proceeds net of unreimbursed  Servicing Advances,  Servicing
Fees and Monthly  Advances and expenses  incurred by the  Servicer in  connection  with the  liquidation  of the Mortgage  Loan and the
related Mortgaged Property.

         Nonrecoverable  Advance:  Any advance  previously  made by the  Servicer  pursuant to Section  5.03 or any  Servicing  Advance
proposed to be made by the Servicer in respect of a Mortgage Loan or REO Property  which,  in the good faith  judgment of the Servicer,
may not be  ultimately  recoverable  by the Servicer  from  Liquidation  Proceeds or Insurance  Proceeds on such  Mortgage  Loan or REO
Property as provided herein.  The determination by the Servicer that it has made a Nonrecoverable  Advance,  or that a proposed advance
may constitute a  Nonrecoverable  Advance,  shall be evidenced by an Officer's  Certificate of the Servicer  delivered to the Owner and
detailing the reasons for such determination.

         Officer's  Certificate:  A certificate  signed by the Chairman of the Board, the Vice Chairman of the Board, the President,  a
Senior Vice  President  or a Vice  President or by the  Treasurer or the  Secretary  or one of the  Assistant  Treasurers  or Assistant
Secretaries of the Servicer, and delivered to the Owner as required by this Agreement.

         Opinion of  Counsel:  A written  opinion of  counsel,  who may be an  employee  of the party on behalf of whom the  opinion is
being given, reasonably acceptable to the Owner.

         Owner:  Structured  Asset  Mortgage  Investments II Inc.  ("SAMI II"),  its successors in interest and assigns  (including the
Trustee in connection with a Pass-Through Transfer).

         Partial Principal Prepayment:  A Principal Prepayment by a Mortgagor of a partial principal balance of a Mortgage Loan.

         Pass-Through  Transfer:  Any  transaction  involving  either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly  offered or privately  placed,  rated or unrated
mortgage-backed  securities or (2) an issuance of publicly offered or privately placed,  rated or unrated  securities,  the payments on
which are determined  primarily by reference to one or more portfolios of residential  mortgage loans consisting,  in whole or in part,
of some or all of the Mortgage Loans.

         Periodic  Rate Cap:  With  respect to each ARM Loan,  the maximum  increase or decrease in the Mortgage  Interest  Rate on any
Adjustment Date.

         Permitted Investments:  Any one or more of the following obligations or securities:

                  (i)      direct  obligations  of, and  obligations  the timely  payment of which are fully  guaranteed  by the United
                  States of America or any agency or  instrumentality  of the United  States of America  the  obligations  of which are
                  backed by the full faith and credit of the United States of America;

                  (ii)     (a) demand or time deposits,  federal funds or bankers' acceptances issued by any depository  institution or
                  trust  company  incorporated  under the laws of the  United  States of America or any state  thereof  (including  any
                  Trustee or the Master  Servicer)  and  subject to  supervision  and  examination  by  federal  and/or  state  banking
                  authorities,  provided that the commercial paper and/or the short-term deposit rating and/or the long-term  unsecured
                  debt  obligations  or deposits of such  depository  institution  or trust  company at the time of such  investment or
                  contractual  commitment  providing for such investment are rated in one of the two highest rating  categories by each
                  Rating  Agency and (b) any other  demand or time  deposit or  certificate  of  deposit  that is fully  insured by the
                  Federal Deposit Insurance Corporation;

                  (iii)    repurchase  obligations  with  respect to (a) any  security  described  in clause (i) above or (b) any other
                  security  issued or guaranteed by an agency or  instrumentality  of the United States of America,  the obligations of
                  which are backed by the full faith and credit of the United  States of America,  in either case  entered  into with a
                  depository institution or trust company (acting as principal) described in clause (ii)(a) above;

                  (iv)     securities  bearing  interest or sold at a discount issued by any corporation  (including any Trustee or the
                  Master Servicer)  incorporated  under the laws of the United States of America or any state thereof that are rated in
                  one of the two  highest  rating  categories  by each  Rating  Agency at the time of such  investment  or  contractual
                  commitment providing for such investment;  provided,  however,  that securities issued by any particular  corporation
                  will not be Permitted  Investments to the extent that investments  therein will cause the then outstanding  principal
                  amount of securities  issued by such  corporation  and held as Permitted  Investments  to exceed 10% of the aggregate
                  outstanding principal balances and amounts of all the Permitted Investments;

                  (v)      commercial paper (including both non-interest-bearing  discount obligations and interest-bearing obligations
                  payable on demand or on a specified  date not more than one year after the date of issuance  thereof) which are rated
                  in one of the two highest rating categories by each Rating Agency at the time of such investment;

                  (vi)     any other demand, money market or time deposit,  obligation,  security or investment as may be acceptable to
                  each Rating Agency; and

                  (vii)    any money market funds the  collateral  of which  consists of  obligations  fully  guaranteed  by the United
                  States of America or any agency or  instrumentality  of the United  States of America  the  obligations  of which are
                  backed by the full faith and  credit of the  United  States of America  (which  may  include  repurchase  obligations
                  secured by collateral  described in clause (i)) and other  securities  (including  money market or common trust funds
                  for which any Trustee or the Master  Servicer or any  affiliate  thereof  acts as a manager or an advisor)  and which
                  money market funds are rated in one of the two highest rating categories by each Rating Agency;

provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par.

         Person:  Any  individual,  corporation,  partnership,  joint venture,  association,  joint-stock  company,  limited  liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.

         Prepayment  Charge:  Any  prepayment  premium,  penalty or charge  payable by a Mortgagor  in  connection  with any  Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.

         Prepayment  Interest  Excess:  With respect to any Remittance Date, for each Mortgage Loan that was the subject of a Principal
Prepayment  in full or in part during the portion of the related  Prepayment  Period  occurring  between the first day of the  calendar
month in which such Remittance Date occurs and the  Determination  Date of the calendar month in which such Remittance Date occurs,  an
amount equal to interest (to the extent  received) at the  applicable  Mortgage Loan  Remittance  Rate on the amount of such  Principal
Prepayment  for the number of days  commencing on the first day of the calendar month in which such  Remittance  Date occurs and ending
on the last date through which interest is collected from the related Mortgagor.

         Prepayment  Interest  Shortfall:  With respect to any  Remittance  Date, for each such Mortgage Loan that was the subject of a
Principal  Prepayment during the portion of the related  Prepayment  Period occurring  between the first day of the related  Prepayment
Period and the last day of the calendar month  preceding the month in which such  Remittance  Date occurs,  an amount equal to interest
(to be paid by the Servicer out of its own funds without  reimbursement  therefor) at the applicable  Mortgage Loan  Remittance Rate on
the amount of such  Principal  Prepayment  for the number of days  commencing on the date on which the prepayment is applied and ending
on the last day of the calendar month preceding such Remittance Date.

         Prepayment  Period:  As to any Remittance Date, (a) in the case of Full Principal  Prepayments,  the period  commencing on the
16th day of the month prior to the month in which the related  Remittance  Date occurs and ending on the 15th day of the month in which
such Remittance Date occurs, and (b) in the case of Partial Principal Prepayments or other recoveries, the preceding calendar month.

         Primary Mortgage  Insurance Policy:  Each primary policy of mortgage  insurance,  or any replacement  policy therefor obtained
by the Servicer pursuant to Section 4.08.

         Prime Rate: The prime rate of U.S. money center banks as published from time to time in The Wall Street Journal.

         Principal  Prepayment:  Any payment or other  recovery of  principal on a Mortgage  Loan full or partial  which is received in
advance of its scheduled Due Date and which is not  accompanied  by an amount of interest  representing  scheduled  interest due on any
date or dates in any month or months subsequent to the month of prepayment.

         Qualified  Appraiser:  An  appraiser,  duly  appointed  by the  Servicer,  who had no  interest,  direct  or  indirect  in the
Mortgaged  Property or in any loan made on the security thereof,  and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan,  which  appraiser and the appraisal made by such  appraiser both satisfy the  requirements  of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

         Qualified  Depository:  (a) The  Custodian,  (b) a  depository,  the  accounts  of which are insured by the FDIC and the short
term debt  ratings  and the long term  deposit  ratings of which are rated in one of the two  highest  rating  categories  by either of
Moody's Investors Service, Inc. or Fitch, Inc., or (c) a depository,  the short-term debt obligations,  or other short-term deposits of
which are rated at least 'A-2' and the  long-term  unsecured  debt  obligations  of which are rated at least 'AA-' by Standard & Poor's
Ratings Service, a division of The McGraw Hill Companies Inc.

         Qualified  Insurer:  An  insurance  company  duly  qualified  as such  under the laws of the  states  in which  the  Mortgaged
Properties are located,  duly  authorized and licensed in such states to transact the  applicable  insurance  business and to write the
insurance provided, approved as an insurer by Fannie Mae and Freddie Mac.

         Rating  Agency:  Standard & Poor's  Ratings  Service,  a division of The McGraw Hill  Companies  Inc.,  and Moody's  Investors
Service, Inc.

         Reconstitution Agreement:  Any agreement involving any Pass-Through Transfer or Whole Loan Transfer.

         Regulation AB: Subpart  229.1100 – Asset Backed  Securities  (Regulation AB), 17 C.F.R.  §§229.1100-229.1123,  as amended from
time to time, and subject to such  clarification  and  interpretation  as have been provided by the Commission in the adopting  release
(Asset-Backed  Securities,  Securities  Act Release No.  33-8518,  70 Fed.  Reg.  1,506,  1,531 (Jan.  7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.

         REMIC:  A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.

         REMIC  Provisions:  The  provisions  of the Federal  income tax law relating to a REMIC,  which appear at Section 860A through
860G of the Code, and related provisions,  and regulations,  rulings or pronouncements  promulgated thereunder, as the foregoing may be
in effect from time to time.

         Remittance  Date:  The  Remittance  Date shall be the 20th day of any month,  or if such 20th day is not a Business  Day,  the
first Business Day immediately preceding such 20th day.

         REO Disposition:   The final sale by the Servicer of any REO Property.

         REO Disposition Proceeds:   Amounts received by the Servicer in connection with a related REO Disposition.

         REO Property:   A Mortgaged Property acquired by the Servicer on behalf of the Owner as described in Section 4.13.

         Sarbanes  Certification:  A certification required pursuant to The Sarbanes-Oxley Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations or amendments thereof by the Commission's staff).

         Securities Act:  The Securities Act of 1933, as amended.

         Securities Administrator: The securities administrator with respect to any Pass-Through Transfer.

         Servicer:  EMC Mortgage  Corporation,  or any of its successors in interest or any successor under this Agreement appointed as
herein provided.

         Servicing  Advances:  All  customary,  reasonable  and  necessary  "out of pocket"  costs and expenses  (including  reasonable
attorneys' fees and disbursements)  incurred in the performance by the Servicer of its servicing  obligations relating to each Mortgage
Loan, including,  but not limited to, the cost of (a) the preservation,  restoration and protection of the Mortgaged Property,  (b) any
enforcement,  administrative  or judicial  proceedings,  or any legal work or advice  specifically  related to  servicing  the Mortgage
Loans, including but not limited to, foreclosures,  bankruptcies,  condemnations, drug seizures, elections, foreclosures by subordinate
or superior  lienholders,  and other legal actions  incidental to the servicing of the Mortgage Loans  (provided that such expenses are
reasonable and that the Servicer  specifies the Mortgage Loan(s) to which such expenses relate),  (c) the management and liquidation of
the Mortgaged Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage,  (d) taxes,  assessments,
water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged  Property,  and Primary Mortgage Insurance
Policy premiums and fire and hazard insurance coverage and (e) compliance with the obligations under Section 4.08.

         Servicing  Criteria:  As of any date of  determination,  the "servicing  criteria" set forth in Item 1122(d) of Regulation AB,
or any  amendments  thereto,  a summary  of the  requirements  of which as of the date  hereof  is  attached  hereto  as  Exhibit H for
convenience  of  reference  only.  In the event of a  conflict  or  inconsistency  between  the terms of Exhibit H and the text of Item
1122(d) of  Regulation  AB, the text of Item 1122(d) of Regulation AB shall control (or those  Servicing  Criteria  otherwise  mutually
agreed to by the Owner, the Servicer and any Person that will be responsible for signing any Sarbanes  Certification  with respect to a
Pass-Through Transfer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit H).

         Servicing  Fee:  With  respect  to each  Mortgage  Loan,  the amount of the annual  servicing  fee the Owner  shall pay to the
Servicer,  which shall,  for a period of one full month,  be equal to one-twelfth  of the product of (a) the  applicable  Servicing Fee
Rate and (b) the outstanding  principal  balance of the Mortgage Loan. Such fee shall be payable monthly,  computed on the basis of the
same principal amount and period  respecting  which any related interest payment on a Mortgage Loan is computed.  The obligation of the
Owner to pay the  Servicing  Fee is limited to, and the  Servicing  Fee is payable  from the interest  portion of such Monthly  Payment
collected by the Servicer or as otherwise provided under Section 4.05.

         Servicing Fee Rate:  The Servicing Fee Rate shall be a rate per annum equal to 0.375%.

         Servicing  File:  The  documents,  records  and other  items  pertaining  to a  particular  Mortgage  Loan and any  additional
documents relating to such Mortgage Loan as are in, or as may from time to time come into, the Servicer's possession.

         Servicing  Officer:  Any officer of the Servicer  involved in, or  responsible  for, the  administration  and servicing of the
Mortgage  Loans whose name appears on a list of servicing  officers  furnished by the Servicer to the Owner upon request,  as such list
may from time to time be amended.

         Stated  Principal  Balance:  As to each  Mortgage  Loan as of any date of  determination,  (i) the  principal  balance of such
Mortgage Loan after giving effect to payments of principal  due and received or for which a Monthly  Advance has been made,  minus (ii)
all amounts previously distributed to the Owner with respect to the Mortgage Loan representing Principal Prepayments.

         Subcontractor:  Any vendor,  subcontractor  or other Person that is not responsible for the overall  servicing (as "servicing"
is commonly  understood by participants in the  mortgage-backed  securities market) of Mortgage Loans but performs one or more discrete
functions  identified in Item 1122(d) of Regulation AB with respect to Mortgage  Loans under the direction or authority of the Servicer
or a Subservicer.

         Subservicer:  Any Person that services  Mortgage Loans on behalf of the Servicer or any Subservicer and is responsible for the
performance  (whether directly or through  Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicer  under this Agreement or any  Reconstitution  Agreement that are identified in Item 1122(d) of
Regulation AB.

         Trustee:  The Person appointed as trustee in connection with any Pass-Through Transfer.

         Whole Loan  Transfer:  The sale or transfer of some or all of the  ownership  interest in the  Mortgage  Loans by the Owner to
one or more third parties in whole loan or participation format, which third party may be Fannie Mae or Freddie Mac.



                                                              ARTICLE II
          SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS

         Section 2.01.  Servicing of Mortgage Loans.

         The Servicer does hereby agree to service the Mortgage  Loans in accordance  with the terms of this  Agreement.  The rights of
the Owner to receive payments with respect to the Mortgage Loans shall be as set forth in this Agreement.

         Section 2.02.  Maintenance of Servicing Files.

         The Servicer  shall  maintain a Servicing  File  consisting  of all  documents  necessary to service the Mortgage  Loans.  The
possession  of each  Servicing  File by the Servicer is for the sole purpose of servicing  the Mortgage  Loan,  and such  retention and
possession by the Servicer is in a custodial  capacity  only.  The Servicer  acknowledges  that the  ownership of each  Mortgage  Loan,
including the Note,  the  Mortgage,  all other  Mortgage Loan  Documents and all rights,  benefits,  proceeds and  obligations  arising
therefrom or in connection  therewith,  has been vested in the Owner. All rights arising out of the Mortgage Loans  including,  but not
limited to, all funds  received on or in connection  with the Mortgage  Loans and all records or documents with respect to the Mortgage
Loans  prepared  by or which come into the  possession  of the  Servicer  shall be received  and held by the  Servicer in trust for the
exclusive  benefit of the Owner as the owner of the related  Mortgage  Loans.  Any portion of the related  Servicing  Files retained by
the Servicer  shall be  appropriately  identified in the  Servicer's  computer  system to clearly  reflect the ownership of the related
Mortgage  Loans by the Owner.  The  Servicer  shall  release  its  custody  of the  contents  of the  related  Servicing  Files only in
accordance with written  instructions of the Owner,  except when such release is required as incidental to the Servicer's  servicing of
the Mortgage Loans, such written instructions shall not be required.

         Section 2.03.  Books and Records.

         The Servicer shall be responsible for  maintaining,  and shall maintain,  a complete set of books and records for the Mortgage
Loans which shall be appropriately  identified in the Servicer's  computer system to clearly reflect the ownership of the Mortgage Loan
by the Owner.  In particular,  the Servicer shall maintain in its  possession,  available for inspection by the Owner,  or its designee
and shall deliver to the Owner upon demand,  evidence of compliance with all federal, state and local laws, rules and regulations,  and
requirements  of Fannie Mae or Freddie  Mac,  as  applicable,  including  but not  limited to  documentation  as to the method  used in
determining the applicability of the provisions of the Flood Disaster  Protection Act of 1973, as amended,  to the Mortgaged  Property,
documentation  evidencing  insurance  coverage  and  eligibility  of any  condominium  project for  approval by Fannie Mae and periodic
inspection  reports as required by Section 4.13. To the extent that original  documents are not required for purposes of realization of
Liquidation  Proceeds or Insurance  Proceeds,  documents  maintained  by the Servicer may be in the form of microfilm or  microfiche or
such other reliable means of recreating  original  documents,  including but not limited to, optical imagery  techniques so long as the
Servicer complies with the requirements of the Fannie Mae Guide.

         The Servicer  shall  maintain with respect to each Mortgage Loan and shall make  available for  inspection by any Owner or its
designee the related  Servicing File (or copies thereof) during the time the Owner retains  ownership of a Mortgage Loan and thereafter
in accordance with applicable laws and regulations.

         Section 2.04.  Transfer of Mortgage Loans.

         No transfer of a Mortgage Loan may be made unless such transfer is in  compliance  with the terms hereof.  For the purposes of
this  Agreement,  the Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan
unless a notice of the transfer of such Mortgage  Loan has been  delivered to the Servicer in  accordance  with this Section 2.04.  The
Owner may,  subject to the terms of this  Agreement,  sell and transfer one or more of the Mortgage  Loans in accordance  with Sections
10.02 and 11.12,  provided,  however,  that the transferee will not be deemed to be an Owner hereunder binding upon the Servicer unless
such  transferee  shall agree in writing to be bound by the terms of this  Agreement and an assignment and assumption of this Agreement
reasonably  acceptable  to the  Servicer.  The Owner shall  advise the Servicer in writing of the  transfer.  Upon receipt of notice of
the  permitted  transfer,  the  Servicer  shall mark its books and  records to reflect  the  ownership  of the  Mortgage  Loans of such
assignee, and shall release the previous Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

         Section 2.05.  Delivery of Mortgage Loan Documents.

         The  Servicer  shall  forward  to  the  Custodian  on  behalf  of the  Owner  original  documents  evidencing  an  assumption,
modification,  consolidation  or extension of any Mortgage Loan entered into in  accordance  with Section 4.01 or 6.01 within 4 week(s)
of their  execution;  provided,  however,  that the Servicer  shall provide the Custodian on behalf of the Owner with a certified  true
copy of any such  document  submitted  for  recordation  within 4 week(s)  after its  execution,  and shall provide the original of any
document  submitted for recordation or a copy of such document  certified by the appropriate  public  recording office to be a true and
complete copy of the original  within 180 days of its execution.  If delivery is not completed  within 180 days solely due to delays in
making such delivery by reason of the fact that such documents shall not have been returned by the appropriate  recording  office,  the
Servicer shall continue to use its best efforts to effect delivery as soon as possible thereafter.

         From time to time the Servicer may have a need for Mortgage Loan  Documents to be released by the  Custodian.  If the Servicer
shall require any of the Mortgage  Loan  Documents,  the Servicer  shall notify the Custodian in writing of such request in the form of
the request for release  attached  hereto as Exhibit D. The Custodian  shall deliver to the Servicer within five (5) Business Days, any
requested Mortgage Loan Document  previously  delivered to the Custodian,  provided that such documentation is promptly returned to the
Custodian  when the  Servicer  no  longer  requires  possession  of the  document,  and  provided  that  during  the time that any such
documentation is held by the Servicer, such possession is in trust for the benefit of the Owner.

                                                              ARTICLE III
                                            REPRESENTATIONS AND WARRANTIES OF THE SERVICER

         The  Servicer  represents,  warrants  and  covenants  to the Owner that as of the date hereof or as of such date  specifically
provided herein:

(a) The Servicer is a validly  existing  corporation in good standing under the laws of the State of its organization and is qualified
to transact  business in, is in good standing under the laws of, and possesses all licenses  necessary for the conduct of its business
in, each state in which any Mortgaged  Property is located or is otherwise  exempt or not required under applicable law to effect such
qualification  or license and no demand for such  qualification  or license has been made upon the Servicer by any such state,  and in
any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the  enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

(b) The Servicer has full power and  authority to execute,  deliver and perform,  and to enter into and  consummate  all  transactions
contemplated by this Agreement and to conduct its business as presently  conducted,  has duly  authorized the execution,  delivery and
performance of this  Agreement,  has duly executed and delivered this  Agreement,  and this Agreement  constitutes a legal,  valid and
binding obligation of the Servicer,  enforceable  against it in accordance with its terms subject to bankruptcy laws and other similar
laws of general  application  affecting  rights of creditors and subject to the  application of the rules of equity,  including  those
respecting the availability of specific performance;

(c) None of the execution and delivery of this Agreement,  the consummation of the transactions  contemplated  thereby and hereby,  or
the  fulfillment of or compliance  with the terms and conditions of this Agreement will conflict with any of the terms,  conditions or
provisions of the  Servicer's  articles of  incorporation  or by-laws or materially  conflict with or result in a breach of any of the
terms,  conditions or provisions  of any legal  restriction  or any agreement or instrument to which the Servicer is now a party or by
which it is bound,  or  constitute  a default  or result in an  acceleration  under any of the  foregoing,  or result in the  material
violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject;

(d) There is no  litigation  pending or, to the  Servicer's  knowledge,  threatened  with respect to the Servicer  which is reasonably
likely to have a material  adverse effect on the  execution,  delivery or  enforceability  of this  Agreement,  or which is reasonably
likely to have a material adverse effect on the financial condition of the Servicer;

(e) No consent, approval,  authorization or order of any court or governmental agency or body is required for the execution,  delivery
and  performance  by the Servicer of or  compliance  by the Servicer  with this  Agreement or the  consummation  of the  transactions
contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained;

(f) The  Servicer is an approved  seller/servicer  of  residential  mortgage  loans for Fannie Mae and Freddie Mac. The Servicer is in
good standing to service  mortgage loans for Fannie Mae and Freddie Mac and no event has occurred which would make the Servicer unable
to comply with eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac;

(g) As of the date of each  Pass-Through  Transfer,  and except as has been otherwise  disclosed to the Owner, the Master Servicer and
any  Depositor,  or disclosed in any public filing:  (1) no default or servicing  related  performance  trigger has occurred as to any
other Pass-Through Transfer due to any act or failure to act of the Servicer;  (2) no material noncompliance with applicable servicing
criteria as to any other  Pass-Through  Transfer has occurred,  been  disclosed or reported by the Servicer;  (3) the Servicer has not
been terminated as servicer in a residential mortgage loan Pass-Through Transfer,  either due to a servicing default or to application
of a servicing  performance test or trigger;  (4) no material changes to the Servicer's  servicing policies and procedures for similar
loans have occurred in the preceding  three years;  (5) there are no aspects of the Servicer's  financial  condition that could have a
material adverse impact on the performance by the Servicer of its obligations  hereunder;  (6) there are no legal proceedings pending,
or known to be contemplated by  governmental  authorities,  against the Servicer that could be material to investors in the securities
issued in such Pass-Through Transfer;  and (7) there are no affiliations,  relationships or transactions relating to the Servicer of a
type that are described under Item 1119 of Regulation AB;

(h) If so requested by the Owner,  the Master  Servicer or any Depositor on any date,  the Servicer  shall,  within five Business Days
following such request,  confirm in writing the accuracy of the representations and warranties set forth in clause (g) of this Article
or, if any such representation and warranty is not accurate as of the date of such request,  provide reasonably adequate disclosure of
the pertinent facts, in writing, to the requesting party;

(i)  Notwithstanding  anything to the contrary in the Agreement,  the Servicer shall (or shall cause each Subservicer) (i) immediately
notify the Owner, the Master Servicer and any Depositor in writing of (A) any material litigation or governmental  proceedings pending
against the  Servicer or any  Subservicer,  (B) any  affiliations  or  relationships  that  develop  following  the closing  date of a
Pass-Through  Transfer between the Servicer or any Subservicer and any of the parties specified in clause (7) of paragraph (g) of this
Article (and any other parties  identified in writing by the requesting  party) with respect to such  Pass-Through  Transfer,  (C) any
Event of  Default  under the terms of this  Agreement  or any  Reconstitution  Agreement,  (D) any  merger,  consolidation  or sale of
substantially all of the assets of the Company,  and (E) the Company's entry into an agreement with a Subservicer to perform or assist
in the performance of any of the Company's  obligations under this Agreement or any  Reconstitution  Agreement and (ii) provide to the
Owner and any Depositor a description of such proceedings, affiliations or relationships;

(j) As a condition to the  succession  to the  Servicer or any  Subservicer  as servicer or  subservicer  under this  Agreement or any
Reconstitution  Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or  consolidated,  or (ii) which
may be appointed as a successor to the Servicer or any  Subservicer,  the Servicer shall provide to the Owner, the Master Servicer and
any Depositor,  at least 15 calendar days prior to the effective  date of such  succession or  appointment,  (x) written notice to the
Owner,  the Master  Servicer  and any  Depositor  of such  succession  or  appointment  and (y) in writing  and in form and  substance
reasonably  satisfactory to the Owner, the Master Servicer and such Depositor,  all information reasonably requested by the Owner, the
Master  Servicer or any  Depositor in order to comply with its  reporting  obligation  under Item 6.02 of Form 8-K with respect to any
class of asset-backed securities; and

(k)      Servicer has delivered to the Owner and the Master  Servicer  financial  statements of its parent,  for its last two complete
fiscal years.  All such financial  information  fairly  presents the pertinent  results of operations  and financial  position for the
period identified and has been prepared in accordance with GAAP consistently  applied  throughout the periods involved,  except as set
forth in the notes  thereto.  There has been no change in the  servicing  policies and  procedures,  business,  operations,  financial
condition,  properties or assets of the Servicer since the date of the  Servicer's  financial  information  that would have a material
adverse effect on its ability to perform its obligations under this Agreement.

                                                              ARTICLE IV
                                            ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 4.01.  Servicer to Act as Servicer.

         The Servicer,  as independent  contract  servicer,  shall service and  administer  the Mortgage Loans in accordance  with this
Agreement and with Accepted  Servicing  Practices  (giving due  consideration to the Owner's reliance on the Servicer),  and shall have
full  power  and  authority,  acting  alone,  to do or cause to be done any and all  things  in  connection  with  such  servicing  and
administration  which the Servicer may deem  necessary or desirable and  consistent  with the terms of this Agreement and with Accepted
Servicing  Practices  and shall  exercise  the same care that it  customarily  employs for its own account.  In addition,  the Servicer
shall  furnish  information  regarding  the  borrower  credit  files  related to such  Mortgage  Loan to credit  reporting  agencies in
compliance with the provisions of the Fair Credit  Reporting Act and the applicable  implementing  regulations.  Except as set forth in
this Agreement,  the Servicer shall service the Mortgage Loans in accordance with Accepted  Servicing  Practices in compliance with the
servicing  provisions of the Fannie Mae Guide, which include,  but are not limited to, provisions regarding the liquidation of Mortgage
Loans,  the  collection  of Mortgage Loan  payments,  the payment of taxes,  insurance and other  charges,  the  maintenance  of hazard
insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance,  inspections,  the restoration
of Mortgaged  Property,  the maintenance of Primary Mortgage Insurance Policies,  insurance claims, and title insurance,  management of
REO Property,  permitted  withdrawals with respect to REO Property,  liquidation  reports, and reports of foreclosures and abandonments
of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents,  annual statements,  and examination
of records and  facilities.  In the event of any conflict,  inconsistency  or  discrepancy  between any of the servicing  provisions of
this  Agreement and any of the servicing  provisions of the Fannie Mae Guide,  the  provisions of this  Agreement  shall control and be
binding  upon the Owner and the  Servicer.  The Owner may, at its option,  deliver  powers-of-attorney  to the Servicer  sufficient  to
allow the Servicer as servicer to execute all  documentation  requiring  execution on behalf of Owner with respect to the  servicing of
the Mortgage Loans,  including  satisfactions,  partial releases,  modifications and foreclosure  documentation or, in the alternative,
shall as promptly as reasonably possible, execute and return such documentation to the Servicer.

         Consistent with the terms of this Agreement,  the Servicer may waive,  modify or vary any term of any Mortgage Loan or consent
to the  postponement  of any such term or in any manner grant  indulgence to any Mortgagor if in the Servicer's  reasonable and prudent
determination such waiver,  modification,  postponement or indulgence is not materially adverse to the Owner,  provided,  however, that
with respect to any Mortgage Loan that is not in default or if default is not reasonably  forseeable,  unless the Servicer has provided
  to the  Owner  a certification  addressed to the  Owner,  based on the advice of counsel or certified public  accountants that have a
national  reputation  with respect to taxation of REMICs that a modification of such Mortgage Loan will not result in the imposition of
taxes on or  disqualify  from REMIC status any  of  the REMICs and  has obtained the prior written  consent of the Owner,  the Servicer
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage  Interest Rate,  forgive the payment
of principal or interest,  reduce or increase the outstanding  principal balance (except for actual payments of principal),  change the
final  maturity date on such Mortgage Loan or waive a prepayment  penalty or charge.  In the event of any such  modification  which has
been agreed to in writing by the Owner and which  permits the deferral of interest or  principal  payments on any  Mortgage  Loan,  the
Servicer  shall,  on the Business Day  immediately  preceding the related  Remittance  Date in any month in which any such principal or
interest  payment has been deferred,  deposit in the Custodial  Account from its own funds, in accordance with Section 4.04 and Section
5.03, the difference  between (a) such month's  principal and one month's  interest at the related Mortgage Loan Remittance Rate on the
unpaid  principal  balance  of such  Mortgage  Loan and (b) the  amount  paid by the  Mortgagor.  The  Servicer  shall be  entitled  to
reimbursement  for such  advances  to the same  extent as for all other  advances  pursuant  to  Section  4.05.  Without  limiting  the
generality of the foregoing,  the Servicer shall continue,  and is hereby  authorized and empowered,  to prepare,  execute and deliver,
all instruments of satisfaction or cancellation,  or of partial or full release,  discharge and all other comparable instruments,  with
respect to the Mortgage Loans and with respect to the Mortgaged Properties.

         The Servicer  shall perform all of its  servicing  responsibilities  hereunder or may cause a subservicer  to perform any such
servicing  responsibilities  on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any of its
obligations  hereunder and the Servicer shall remain  responsible  hereunder for all acts and omissions of each subservicer as fully as
if such acts and  omissions  were those of the  Servicer.  Any such  subservicer  must be a Fannie Mae  approved  seller/servicer  or a
Freddie Mac  seller/servicer  in good  standing and no event shall have  occurred,  including but not limited to, a change in insurance
coverage,  which  would  make it  unable to  comply  with the  eligibility  requirements  for  lenders  imposed  by  Fannie  Mae or for
seller/servicers  by Freddie Mac, or which would  require  notification  to Fannie Mae or Freddie Mac. The Servicer  shall pay all fees
and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee.

         At the cost and expense of the Servicer,  without any right of reimbursement  from the Custodial  Account,  the Servicer shall
be entitled to  terminate  the rights and  responsibilities  of a  subservicer  and arrange for any  servicing  responsibilities  to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph,  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Servicer,  at the Servicer's  option,  from electing to service the related  Mortgage
Loans itself.  In the event that the Servicer's  responsibilities  and duties under this  Agreement are terminated  pursuant to Section
8.04, 9.01 or 10.01,  and if requested to do so by the Owner,  the Servicer shall at its own cost and expense  terminate the rights and
responsibilities  of each  subservicer  effective as of the date of  termination  of the  Servicer.  The  Servicer  shall pay all fees,
expenses or penalties  necessary in order to terminate the rights and  responsibilities  of each  subservicer  from the  Servicer's own
funds without reimbursement from the Owner.

         Notwithstanding  any of the provisions of this  Agreement  relating to agreements or  arrangements  between the Servicer and a
subservicer  or any reference  herein to actions taken through a subservicer  or otherwise,  the Servicer  shall not be relieved of its
obligations  to the Owner and shall be  obligated  to the same  extent  and under the same  terms and  conditions  as if it alone  were
servicing and  administering  the Mortgage  Loans.  The Servicer  shall be entitled to enter into an agreement  with a subservicer  for
indemnification  of the Servicer by the  subservicer  and nothing  contained in this Agreement  shall be deemed to limit or modify such
indemnification.

         Any  subservicing  agreement and any other  transactions  or services  relating to the Mortgage Loans  involving a subservicer
shall be deemed to be between such  subservicer  and Servicer  alone,  and the Owner shall have no  obligations,  duties or liabilities
with respect to such  Subservicer  including no  obligation,  duty or liability of Owner to pay such  subservicer's  fees and expenses.
For purposes of distributions  and advances by the Servicer  pursuant to this Agreement,  the Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such payment.

         Section 4.02.  Collection of Mortgage Loan Payments.

         Continuously  from the date hereof  until the date each  Mortgage  Loan ceases to be subject to this  Agreement,  the Servicer
will  proceed  with  diligence  to collect all  payments  due under each  Mortgage  Loan when the same shall become due and payable and
shall, to the extent such procedures  shall be consistent with this Agreement and the terms and provisions of related Primary  Mortgage
Insurance Policy,  follow such collection  procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and
held for its own account.  Further,  the Servicer will take reasonable care in ascertaining and estimating annual ground rents,  taxes,
assessments,  water rates, fire and hazard insurance premiums,  mortgage insurance premiums, and all other charges that, as provided in
the Mortgage,  will become due and payable to the end that the  installments  payable by the Mortgagors  will be sufficient to pay such
charges as and when they become due and payable.

         The  Servicer  shall not waive any  Prepayment  Charge  unless:  (i) the  enforceability  thereof  shall have been  limited by
bankruptcy, insolvency,  moratorium,  receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal,  or any local,  state or federal agency has threatened  legal action if the prepayment  penalty is enforced,  (iii)
the mortgage debt has been  accelerated in connection with a foreclosure or other  involuntary  payment or (iv) such waiver is standard
and  customary in servicing  similar  Mortgage  Loans and relates to a default or a reasonably  foreseeable  default and would,  in the
reasonable  judgment of the Servicer,  maximize  recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment  Charge is waived,  but does not meet the standards  described  above,  then the Servicer is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Owner by the Remittance Date.

         With respect to Mortgage Loans affected by Hurricane  Katrina,  if the Mortgaged  Property is located in public and individual
assistance  counties as designated  by FEMA (as set forth on its website  www.fema.gov),  the Servicer may cease  charging of late fees
and credit  reporting  activity for all Mortgagors in certain  counties until May 1, 2006, and if reasonably  prudent,  may extend such
period as long as necessary.  In addition,  the Servicer may suspend all foreclosure and bankruptcy  activity  relating to such certain
Mortgage Loans until May 1, 2006, and if reasonably prudent, may extend such period as long as necessary.

         Section 4.03.  Realization Upon Defaulted Mortgage Loans.

         The Servicer shall use its reasonable  efforts,  consistent with the procedures that the Servicer would use in servicing loans
for its own account and the  requirements of the Fannie Mae Guide, to foreclose upon or otherwise  comparably  convert the ownership of
properties  securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory  arrangements  can
be made for collection of delinquent  payments  pursuant to Section 4.01. In determining the  delinquency  status of any Mortgage Loan,
the Servicer will apply the  definition of Delinquent as such term is defined under the related  pooling and servicing  agreement.  The
Servicer  shall use its  reasonable  efforts to realize upon  defaulted  Mortgage  Loans in such manner as will maximize the receipt of
principal and interest by the Owner,  taking into account,  among other things,  the timing of foreclosure  proceedings.  The foregoing
is subject to the  provisions  that, in any case in which  Mortgaged  Property  shall have suffered  damage,  the Servicer shall not be
required to expend its own funds toward the  restoration  of such property  unless it shall  determine in its  discretion (i) that such
restoration  will increase the proceeds of  liquidation  of the related  Mortgage Loan to the Owner after  reimbursement  to itself for
such expenses,  and (ii) that such expenses will be  recoverable by the Servicer  through  Insurance  Proceeds or Liquidation  Proceeds
from the related  Mortgaged  Property,  as  contemplated  in Section 4.05. The Servicer shall be responsible for all costs and expenses
incurred  by it in any such  proceedings  or  functions  as  Servicing  Advances;  provided,  however,  that it shall  be  entitled  to
reimbursement  therefor as provided in Section 4.05.  Notwithstanding  anything to the contrary  contained herein, in connection with a
foreclosure  or  acceptance  of a deed in lieu of  foreclosure,  in the event the  Servicer  has  reasonable  cause to  believe  that a
Mortgaged  Property is contaminated by hazardous or toxic  substances or wastes,  or if the Owner otherwise  requests an  environmental
inspection  or review of such  Mortgaged  Property,  such an  inspection  or review is to be conducted by a qualified  inspector.  Upon
completion of the  inspection,  the Servicer shall promptly  provide the Owner with a written report of the  environmental  inspection.
After  reviewing the  environmental  inspection  report,  the Owner shall  determine how the Servicer shall proceed with respect to the
Mortgaged Property.

         Section 4.04.       Establishment of Custodial Accounts; Deposits in Custodial Accounts.

         The Servicer  shall  segregate  and hold all funds  collected  and received  pursuant to each Mortgage Loan separate and apart
from any of its own funds and general assets and shall establish and maintain one or more Custodial  Accounts.  Each Custodial  Account
shall be established with a Qualified  Depository.  To the extent such funds are not deposited in a Custodial  Account,  such funds may
be invested in Permitted  Investments  for the benefit of the Owner (with any income earned  thereon for the benefit of the  Servicer).
Custodial  Accounts  will be reconciled  within 45 days.  Funds  deposited in the Custodial  Account may be drawn on by the Servicer in
accordance  with Section  4.05.  The creation of any Custodial  Account  shall be evidenced by a letter  agreement in the form shown in
Exhibit B hereto.  The original of such letter  agreement shall be furnished to the Owner upon request.  The Servicer  acknowledges and
agrees that the Servicer  shall bear any losses  incurred  with respect to Permitted  Investments.  The amount of any such losses shall
be immediately  deposited by the Servicer in the Custodial  Account,  out of the Servicer's own funds,  with no right to  reimbursement
therefor.

         The Servicer  shall  deposit in a mortgage  clearing  account on a daily basis,  and in the  Custodial  Account or Accounts no
later than 48 hours after receipt and identification of funds and retain therein the following payments and collections:

          (i)     all payments on account of principal,  including Principal Prepayments and penalties,  on the Mortgage Loans received
after the Cut-off Date;

          (ii)    all payments on account of interest on the Mortgage  Loans  adjusted to the related  Mortgage  Loan  Remittance  Rate
received after the Cut-off Date;

          (iii)   all Net Liquidation Proceeds received after the Cut-off Date;

          (iv)    any net amounts  received by the Servicer  after the Cut-off  Date in  connection  with any REO Property  pursuant to
Section 4.13;

          (v)     all  Insurance  Proceeds  received  after the Cut-off Date  including  amounts  required to be deposited  pursuant to
Sections  4.08 and 4.10,  other than  proceeds  to be held in the  Escrow  Account  and  applied  to the  restoration  or repair of the
Mortgaged  Property or released to the Mortgagor in accordance with the Servicer's normal servicing  procedures,  the loan documents or
applicable law;

          (vi)    all Condemnation  Proceeds affecting any Mortgaged Property received after the Cut-off Date other than proceeds to be
held in the Escrow  Account and applied to the  restoration  or repair of the  Mortgaged  Property  or  released  to the  Mortgagor  in
accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;

          (vii)   any Monthly Advances as provided in Section 5.03;

          (viii)  any amounts  received  after the Cut-off  Date and  required to be deposited  in the  Custodial  Account  pursuant to
Section 6.02; and

          (ix)    with respect to each full or partial Principal  Prepayment  received after the Cut-off Date, any Prepayment  Interest
Shortfalls, to the extent of the Servicer's aggregate Servicing Fee received with respect to the related Due Period.

         The foregoing  requirements  for deposit in the Custodial  Account shall be exclusive,  it being  understood  and agreed that,
without  limiting the generality of the foregoing,  payments in the nature of late payment  charges and assumption  fees, to the extent
permitted by Section 6.01, and all Prepayment Interest Excess need not be deposited by the Servicer in the Custodial Account.

         Section 4.05.  Permitted Withdrawals From the Custodial Account.

         The Servicer may, from time to time, make withdrawals from the Custodial Account for the following purposes:

         (i)      to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;

         (ii)     to reimburse  itself for Monthly  Advances,  the Servicer's right to reimburse itself pursuant to this subclause (ii)
being limited to amounts received on the related  Mortgage Loan which represent late  collections  (net of the related  Servicing Fees)
of principal and/or interest respecting which any such advance was made;

         (iii)    to reimburse  itself for  unreimbursed  Servicing  Advances and Monthly  Advances,  the Servicer's right to reimburse
itself  pursuant to this  subclause  (iii) with  respect to any  Mortgage  Loan being  limited to  Liquidation  Proceeds,  Condemnation
Proceeds and Insurance Proceeds received after the Cut-off Date related to such Mortgage Loan;

         (iv)     to pay to itself as  servicing  compensation  (a) any  interest  earned on funds in the  Custodial  Account (all such
interest to be  withdrawn  monthly not later than each  Remittance  Date) and (b) the  Servicing  Fee from that  portion of any payment
recovery attributable to interest on a particular Mortgage Loan;

         (v)      to reimburse itself for any Nonrecoverable Advances;

         (vi)     to transfer funds to another Qualified Depository in accordance with Section 4.09 hereof;

         (vii)    to reimburse itself as provided in Section 8.03 hereof;

         (viii)   to remove funds inadvertently placed in the Custodial Account in error by the Servicer; and

         (ix)     to clear and terminate the Custodial Account upon the termination of this Agreement.

         Section 4.06.  Establishment of Escrow Accounts; Deposits in Escrow Accounts.

         The Servicer  shall  segregate  and hold all funds  collected and received  pursuant to each  Mortgage  Loan which  constitute
Escrow  Payments  separate and apart from any of its own funds and general  assets and shall  establish and maintain one or more Escrow
Accounts.  Each Escrow  Account  shall be  established  with a Qualified  Depository.  To the extent such funds are not deposited in an
Escrow  Account,  such funds may be invested in Permitted  Investments.  Funds  deposited  in an Escrow  Account may be drawn on by the
Servicer in accordance  with Section  4.07.  The creation of any Escrow  Account  shall be evidenced by a letter  agreement in the form
shown in Exhibit C. The  original of such letter  agreement  shall be furnished to the Owner upon  request.  The Servicer  acknowledges
and agrees that the  Servicer  shall bear any losses  incurred  with respect to  Permitted  Investments.  The amount of any such losses
shall be immediately  deposited by the Servicer in the Escrow Account,  as appropriate,  out of the Servicer's own funds, with no right
to reimbursement therefor.

         The Servicer  shall deposit in a mortgage  clearing  account on a daily basis,  and in the Escrow Account or Accounts no later
than 48 hours after receipt of funds and retain therein:

         (i)      all Escrow Payments  collected on account of the Mortgage Loans,  for the purpose of effecting  timely payment of any
items as are required under the terms of this Agreement;

         (ii)     all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

         (iii)    all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

         The  Servicer  shall  make  withdrawals  from an Escrow  Account  only to effect  such  payments  as are  required  under this
Agreement,  and for such other  purposes  as shall be as set forth in and in  accordance  with  Section  4.07.  Except as  provided  in
Section  4.07,  the Servicer  shall be entitled to retain any interest  paid on funds  deposited in an Escrow  Account by the Qualified
Depository.

         Section 4.07.  Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by the Servicer only:

         (i)      to effect timely payments of ground rents,  taxes,  assessments,  water rates,  fire and hazard  insurance  premiums,
Primary Mortgage Insurance Policy premiums, if applicable, and comparable items;

         (ii)     to reimburse  Servicer for any Servicing  Advance made by Servicer  with respect to a related  Mortgage Loan but only
from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

         (iii)    to refund to the Mortgagor any funds as may be determined to be overages;

         (iv)     for transfer to the Custodial Account in connection with an acquisition of REO Property;

         (v)      for application to restoration or repair of the Mortgaged Property;

         (vi)     to pay to the Servicer,  or to the Mortgagor to the extent  required by law, any interest paid on the funds deposited
in the Escrow Account;

         (vii)    to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06;

         (viii)   to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and

         (ix)     to clear and terminate the Escrow Account on the termination of this Agreement.

         As part of its servicing  duties,  the Servicer shall pay to the  Mortgagors  interest on funds in an Escrow  Account,  to the
extent  required  by law,  and to the extent  that  interest  earned on funds in the Escrow  Account  is  insufficient,  shall pay such
interest from its own funds, without any reimbursement therefor.

         Section  4.08.  Payment  of Taxes,  Insurance  and Other  Charges,  Maintenance  of  Primary  Mortgage  Insurance  Policies,
Collections Thereunder.

         With respect to each Mortgage  Loan,  the Servicer  shall  maintain  accurate  records  reflecting the status of ground rents,
taxes,  assessments,  water  rates and other  charges  which are or may  become a lien upon the  Mortgaged  Property  and the status of
Primary Mortgage  Insurance Policy premiums and fire and hazard insurance  coverage and shall obtain,  from time to time, all bills for
the  payment of such  charges,  including  renewal  premiums  and shall  effect  payment  thereof  prior to the  applicable  penalty or
termination  date and at a time  appropriate  for securing  maximum  discounts  allowable,  employing for such purpose  deposits of the
Mortgagor  in the Escrow  Account  which shall have been  estimated  and  accumulated  by the Servicer in amounts  sufficient  for such
purposes,  as allowed  under the terms of the Mortgage or  applicable  law. To the extent that the Mortgage does not provide for Escrow
Payments,  the  Servicer  shall  determine  that any such  payments  are made by the  Mortgagor  when due.  The  Servicer  assumes full
responsibility  for the  timely  payment of all such bills and shall  effect  timely  payments  of all such bills  irrespective  of the
Mortgagor's  faithful  performance  in the payment of same or the making of the Escrow  Payments and shall make  advances  from its own
funds to effect such payments.

         The Servicer will maintain in full force and effect Primary  Mortgage  Insurance  Policies issued by a Qualified  Insurer with
respect to each  Mortgage  Loan for which such coverage is herein  required.  Such  coverage will be maintained  until the ratio of the
current outstanding  principal balance of the related Mortgage Loan to the appraised value of the related Mortgaged Property,  based on
the most  recent  appraisal  of the  Mortgaged  Property  performed  by a Qualified  Appraiser,  such  appraisal  to be included in the
Servicing  File, is reduced to an amount for which Fannie Mae no longer  requires such  insurance to be  maintained.  The Servicer will
not cancel or refuse to renew any Primary  Mortgage  Insurance  Policy that is required to be kept in force under this Agreement unless
a  replacement  Primary  Mortgage  Insurance  Policy for such  canceled or nonrenewed  policy is obtained  from and  maintained  with a
Qualified  Insurer.  The Servicer shall not take any action which would result in noncoverage  under any  applicable  Primary  Mortgage
Insurance  Policy of any loss which,  but for the actions of the Servicer would have been covered  thereunder.  In connection  with any
assumption or  substitution  agreement  entered into or to be entered into pursuant to Section 6.01, the Servicer shall promptly notify
the insurer  under the related  Primary  Mortgage  Insurance  Policy,  if any, of such  assumption  or  substitution  of  liability  in
accordance  with the terms of such policy and shall take all  actions  which may be  required  by such  insurer as a  condition  to the
continuation of coverage under the Primary Mortgage  Insurance  Policy.  If such Primary  Mortgage  Insurance Policy is terminated as a
result of such assumption or substitution of liability,  the Servicer shall obtain a replacement  Primary Mortgage  Insurance Policy as
provided above.

         In  connection  with its  activities  as  servicer,  the Servicer  agrees to prepare and present,  on behalf of itself and the
Owner,  claims to the insurer under any Private  Mortgage  Insurance  Policy in a timely  fashion in accordance  with the terms of such
Primary Mortgage  Insurance Policy and, in this regard,  to take such action as shall be necessary to permit recovery under any Primary
Mortgage  Insurance  Policy  respecting a defaulted  Mortgage  Loan.  Pursuant to Section 4.04,  any amounts  collected by the Servicer
under any Primary Mortgage  Insurance  Policy shall be deposited in the Custodial  Account,  subject to withdrawal  pursuant to Section
4.05.

         Section 4.09.  Transfer of Accounts.

         The Servicer may  transfer  the  Custodial  Account or the Escrow  Account to a different  Qualified  Depository  from time to
time.  The Servicer  shall notify the Owner of any such  transfer  within 15 Business  Days of transfer.  If any one of the  investment
ratings of a Qualified  Depository  holding funds or Eligible  Investments in the Custodial  Account or Escrow Account is downgraded by
the issuing rating agency,  the Servicer shall,  within three (3) Business Days of receipt of notice of the  downgrading,  transfer all
such accounts, funds and Permitted Investments to a different Qualified Depository in accordance with this Agreement.

         Section 4.10.  Maintenance of Hazard Insurance.

         The Servicer  shall cause to be  maintained  for each  Mortgage Loan fire and hazard  insurance  with extended  coverage as is
customary in the area where the  Mortgaged  Property is located in an amount which is equal to the lesser of (i) the maximum  insurable
value of the  improvements  securing such Mortgage Loan or (ii) the greater of (a) the  outstanding  principal  balance of the Mortgage
Loan,  and (b) the  percentage  such that the proceeds  thereof shall be sufficient to prevent the Mortgagor  and/or the Mortgagee from
becoming  a  co-insurer.  If the  Mortgaged  Property  is in an area  identified  in the  Federal  Register  by the  Federal  Emergency
Management  Agency as being a special flood hazard area that has  federally-mandated  flood insurance  requirements,  the Servicer will
cause to be  maintained  a flood  insurance  policy  meeting the  requirements  of the  current  guidelines  of the  Federal  Insurance
Administration with a generally  acceptable  insurance carrier,  in an amount representing  coverage not less than the least of (i) the
outstanding  principal balance of the Mortgage Loan, (ii) the maximum  insurable value of the improvements  securing such Mortgage Loan
or (iii) the maximum  amount of  insurance  which is  available  under the Flood  Disaster  Protection  Act of 1973,  as  amended.  The
Servicer  shall also  maintain on the REO Property,  fire and hazard  insurance  with extended  coverage in an amount which is at least
equal to the maximum  insurable value of the  improvements  which are a part of such property,  liability  insurance and, to the extent
required and available  under the Flood Disaster  Protection Act of 1973, as amended,  flood  insurance in an amount as provided above.
Any amounts  collected by the Servicer  under any such policies other than amounts to be deposited in the Escrow Account and applied to
the  restoration or repair of the Mortgaged  Property or REO Property,  or released to the Mortgagor in accordance  with the Servicer's
normal  servicing  procedures,  shall be deposited in the  Custodial  Account,  subject to  withdrawal  pursuant to Section 4.05. It is
understood  and agreed that no other  additional  insurance need be required by the Servicer or the Mortgagor or maintained on property
acquired in respect of the Mortgage  Loans,  other than pursuant to the Fannie Mae Guide or such  applicable  state or federal laws and
regulations  as shall at any time be in force and as shall  require such  additional  insurance.  All such  policies  shall be endorsed
with standard  mortgagee  clauses with loss payable to the Servicer and its  successors  and/or  assigns and shall provide for at least
thirty days prior written  notice of any  cancellation,  reduction in the amount or material  change in coverage to the  Servicer.  The
Servicer shall not interfere  with the  Mortgagor's  freedom of choice in selecting  either his insurance  carrier or agent,  provided,
however,  that the Servicer  shall not accept any such  insurance  policies from insurance  companies  unless such companies  currently
reflect a General  Policy Rating in Best's Key Rating Guide  currently  acceptable to Fannie Mae and are licensed to do business in the
state wherein the property subject to the policy is located.

         Section 4.11      Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Servicer  shall obtain and maintain a mortgage  impairment  or blanket  policy  issued by an issuer that
has a Best rating of A:VI insuring  against  hazard losses on all of Mortgaged  Properties  securing the Mortgage  Loans,  then, to the
extent such policy  provides  coverage in an amount equal to the amount required  pursuant to Section 4.10 and otherwise  complies with
all other  requirements  of Section 4.10, the Servicer shall  conclusively  be deemed to have satisfied its obligations as set forth in
Section 4.10, it being  understood and agreed that such policy may contain a deductible  clause,  in which case the Servicer  shall, in
the event that there shall not have been maintained on the related  Mortgaged  Property or REO Property a policy complying with Section
4.10, and there shall have been one or more losses which would have been covered by such policy,  deposit in the Custodial  Account the
amount not otherwise  payable  under the blanket  policy  because of such  deductible  clause.  In  connection  with its  activities as
Servicer of the Mortgage  Loans,  the Servicer  agrees to prepare and  present,  on behalf of the Owner,  claims under any such blanket
policy in a timely  fashion in  accordance  with the terms of such policy.  Upon request of the Owner,  the Servicer  shall cause to be
delivered to the Owner a certified  true copy of such policy and a statement from the insurer  thereunder  that such policy shall in no
event be terminated or materially modified without thirty (30) days prior written notice to the Owner.

         Section 4.12.  Fidelity Bond, Errors and Omissions Insurance.

         The Servicer shall maintain,  at its own expense, a blanket fidelity bond and an errors and omissions  insurance policy,  with
broad coverage with responsible  companies that would meet the requirements of Fannie Mae or Freddie Mac on all officers,  employees or
other persons acting in any capacity with regard to the Mortgage Loans and who handle funds,  money,  documents and papers  relating to
the Mortgage Loans.  The Fidelity Bond and errors and omissions  insurance shall be in the form of the Mortgage  Banker's  Blanket Bond
and shall protect and insure the Servicer against losses,  including  forgery,  theft,  embezzlement,  fraud,  errors and omissions and
negligent  acts of such  persons.  Such Fidelity  Bond and errors and  omissions  insurance  shall also protect and insure the Servicer
against losses in connection with the failure to maintain any insurance  policies  required  pursuant to this Agreement and the release
or satisfaction of a Mortgage Loan without having obtained  payment in full of the indebtedness  secured thereby.  No provision of this
Section 4.12  requiring  the Fidelity Bond and errors and omissions  insurance  shall  diminish or relieve the Servicer from its duties
and  obligations as set forth in this  Agreement.  The minimum  coverage under any such Fidelity Bond and insurance  policy shall be at
least  equal to the  corresponding  amounts  required by Fannie Mae in the Fannie Mae Guide or by Freddie Mac in the Freddie Mac Guide.
The Servicer shall,  upon request of Owner,  deliver to the Owner a certificate  from the surety and the insurer as to the existence of
the Fidelity  Bond and errors and  omissions  insurance  policy and shall obtain a statement  from the surety and the insurer that such
Fidelity Bond or insurance  policy shall in no event be terminated or materially  modified  without thirty days prior written notice to
the Owner.  The Servicer  shall notify the Owner within five  Business  Days of receipt of notice that such  Fidelity Bond or insurance
policy  will be, or has been,  materially  modified or  terminated.  The Owner and its  successors  or assigns as their  interests  may
appear must be named as loss payees on the Fidelity Bond and as additional insured on the errors and omissions policy.

         Section 4.13.  Title, Management and Disposition of REO Property.

         In the event that title to any Mortgaged  Property is acquired in foreclosure or by deed in lieu of  foreclosure,  the deed or
certificate  of sale shall be taken in the name of the Owner or its  designee.  Any such  Person or Persons  holding  such title  other
than the Owner shall acknowledge in writing that such title is being held as nominee for the benefit of the Owner.

         The  Servicer  shall  assume the  responsibility  for  marketing  each REO  Property in  accordance  with  Accepted  Servicing
Practices.  Thereafter,  the Servicer  shall  continue to provide  certain  administrative  services to the Owner  relating to such REO
Property as set forth in this Section  4.13.  The REO Property  must be sold within three years  following the end of the calendar year
of the date of acquisition,  unless a REMIC election has been made with respect to the  arrangement  under which the Mortgage Loans and
REO Property are held and (i) the Owner shall have been supplied with an Opinion of Counsel (at the  Servicer's  expense) to the effect
that the holding by the related trust of such  Mortgaged  Property  subsequent to such  three-year  period (and  specifying  the period
beyond such three-year  period for which the Mortgaged  Property may be held) will not result in the imposition of taxes on "prohibited
transactions"  of the related  trust as defined in Section 860F of the Code,  or cause the related REMIC to fail to qualify as a REMIC,
in which case the related trust may continue to hold such Mortgaged  Property  (subject to any conditions  contained in such Opinion of
Counsel),  or (ii) the Owner (at the  Servicer's  expense) or the  Servicer  shall have applied for,  prior to the  expiration  of such
three-year  period, an extension of such three-year  period in the manner  contemplated by Section 856(e)(3) of the Code, in which case
the  three-year  period  shall be extended by the  applicable  period.  If a period  longer  than three  years is  permitted  under the
foregoing  sentence and is necessary to sell any REO  Property,  the Servicer  shall report  monthly to the Owner as to progress  being
made in selling such REO Property.

         Notwithstanding  any other  provision of this  Agreement,  if a REMIC election has been made, no Mortgaged  Property held by a
REMIC  shall be rented (or  allowed to continue to be rented) or  otherwise  used for the  production  of income by or on behalf of the
related  trust or sold or managed in such a manner or  pursuant  to any terms that would (i) cause such  Mortgaged  Property to fail to
qualify at any time as  "foreclosure  property"  within a meaning of Section  860G(a)(8) of the Code, (ii) subject the related trust to
the imposition of any federal or state income taxes on "net income from foreclosure  property" with respect to such Mortgaged  Property
within the meaning of Section  860G(c) of the Code, or (iii) cause the sale of such Mortgaged  Property to result in the receipt by the
related  trust or any income from  non-permitted  assets as described in Section  860F(a)  (2)(B) of the Code,  unless the Servicer has
agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.

         The Servicer  shall deposit or cause to be deposited,  on a daily basis in each Custodial  Account all revenues  received with
respect to the related REO Property and shall withdraw  therefrom funds necessary for the proper operation,  management and maintenance
of the REO  Property,  including the cost of  maintaining  any hazard  insurance  pursuant to Section 4.10 hereof.  The Servicer  shall
maintain  separate records with respect to each REO Property  identifying all deposits and withdrawals  from the Custodial  Account for
each REO Property.

         The Servicer shall furnish to the Owner on each  Remittance  Date, an operating  statement for each REO Property  covering the
operation of each REO Property for the previous  month.  Such operating  statement  shall be  accompanied by such other  information as
the Owner shall reasonably request.

         The Servicer shall,  either itself or through an agent selected by the Servicer,  and in accordance with the Fannie Mae Guide,
manage,  conserve,  protect and operate each REO Property in the same manner that it manages,  conserves,  protects and operates  other
foreclosed  property for its own  account,  and in the same manner that  similar  property in the same  locality as the REO Property is
managed.  Each REO  Disposition  shall be carried out by the Servicer at such price and upon such terms and  conditions as the Servicer
deems to be in the best  interest  of the Owner.  The REO  Disposition  Proceeds  from the sale of the REO  Property  shall be promptly
deposited in the Custodial  Account.  As soon as practical  thereafter,  the expenses of such sale shall be paid and the Servicer shall
reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.

         The Servicer  shall cause each REO Property to be inspected  promptly  upon the  acquisition  of title thereto and shall cause
each REO  Property to be  inspected  at least  monthly  thereafter  or more  frequently  as may be required by the  circumstances.  The
Servicer  shall make or cause the  inspector to make a written  report of each such  inspection.  Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.

         Section 4.14.  Notification of Adjustments.

         With respect to each  Mortgage  Loan,  the  Servicer  shall adjust the Mortgage  Interest  Rate on the related  Interest  Rate
Adjustment  Date in compliance  with  requirements  of applicable  law and the related  Mortgage and Mortgage  Note. The Servicer shall
execute and deliver  any and all  necessary  notices  required  under  applicable  law and the terms of the related  Mortgage  Note and
Mortgage  regarding the Mortgage Interest Rate  adjustments.  The Servicer shall promptly,  upon written request  therefor,  deliver to
the Owner such  notifications  and any additional  applicable  data regarding  such  adjustments  and the methods used to calculate and
implement  such  adjustments.  Upon the  discovery by the Servicer or the receipt of notice from the Owner that the Servicer has failed
to adjust a Mortgage  Interest  Rate in  accordance  with the terms of the related  Mortgage  Note and  Mortgage,  the  Servicer  shall
immediately  deposit in the  Custodial  Account  from its own funds the amount of any  interest  loss or  deferral  caused to the Owner
thereby.

                                                               ARTICLE V
                                                         PAYMENTS TO THE OWNER

         Section 5.01.  Remittances.

         On each  Remittance  Date, the Servicer shall remit to the Owner (i) all amounts  credited to the Custodial  Account as of the
close of business on the last day of the calendar month preceding the  Determination  Date, net of charges against or withdrawals  from
the Custodial Account pursuant to Section 4.05, except (a) Full Principal  Prepayments  received on or before the 15th day of the month
in which a  Remittance  Date occurs  shall be  remitted  to the Owner on the  Remittance  Date of such  month,  and (b) Full  Principal
Prepayments  received  after the 15th day of the month in which a  Remittance  Date  occurs  shall be remitted to the Owner on the next
following  Remittance Date, plus, to the extent not already deposited in the Custodial  Account,  the sum of (ii) all Monthly Advances,
if any,  which the Servicer is obligated  to  distribute  pursuant to Section 5.03 and (iii) all  Prepayment  Interest  Shortfalls  the
Servicer is required to make up pursuant to Section 4.04, minus (iv) any amounts  attributable to Monthly Payments  collected after the
Cut-off Date but due on a Due Date or Dates  subsequent  to the last day of the related Due Period,  which amounts shall be remitted on
the related Remittance Date next succeeding the Due Period for such amounts.

         With  respect to any  remittance  received by the Owner after the  Business  Day on which such  payment was due,  the Servicer
shall pay to the Owner  interest on any such late  payment at an annual  rate equal to the Prime Rate,  adjusted as of the date of each
change,  plus two percentage  points,  but in no event greater than the maximum amount permitted by applicable law. Such interest shall
be remitted  to the Owner by the  Servicer on the date such late  payment is made and shall  cover the period  commencing  with the day
following  such  Business  Day and ending with the  Business  Day on which such  payment is made,  both  inclusive.  The payment by the
Servicer  of any such  interest  shall  not be deemed an  extension  of time for  payment  or a waiver of any Event of  Default  by the
Servicer.

         Section 5.02      Statements to the Owner and the Master Servicer.

         The Servicer shall furnish to the Master Serivcer an individual  Mortgage Loan accounting report (a "Report"),  as of the last
Business Day of each month and the end of the related  Prepayment Period, as applicable,  in the Servicer's  assigned loan number order
to document  Mortgage Loan payment  activity on an individual  Mortgage  Loan basis.  With respect to each month,  such Report shall be
received by the Owner and the Master  Servicer no later than the tenth  Business Day of the month of the related  Remittance  Date (or,
with respect to  information  as to Full Principal  Prepayments  and prepayment  penalties no later than one (1) Business Day after the
end of each Prepayment  Period), a report in an Excel (or compatible)  electronic format, in such format as may be mutually agreed upon
by both the Owner and the  Servicer,  and which shall  provide the  information  required to be contained in the monthly  statements to
certificateholders as specified in the related pooling and servicing Agreement, to the extent applicable to the Servicer.

         In addition,  the Servicer  shall provide to the Master  Servicer and the Owner such other  information  known or available to
the Servicer that is necessary in order to provide the distribution  and pool performance  information as required under Regulation AB,
as amended from time to time, as  determined by the Owner in its sole  discretion.  The Servicer  shall also provide a monthly  report,
in the form of Exhibit E hereto,  or such other form as is mutually  acceptable  to the  Servicer,  the Owner and the Master  Servicer,
Exhibit F with respect to defaulted mortgage loans and Exhibit K, with respect to realized losses and gains, with each such report.

         The Servicer  shall  prepare and file any and all  information  statements  or other  filings  required to be delivered to any
governmental  taxing  authority or to Owner or the Master  Servicer  pursuant to any  applicable law with respect to the Mortgage Loans
and the  transactions  contemplated  hereby.  In  addition,  the Servicer  shall  provide the Owner and the Master  Servicer  with such
information  concerning  the Mortgage  Loans as is necessary  for the Owner and the Master  Servicer to prepare its federal  income tax
return as Owner and the Master Servicer may reasonably request from time to time.

         In addition,  not more than 60 days after the end of each calendar  year, the Servicer shall furnish to each Person who was an
Owner and the Master  Servicer at any time during such  calendar  year an annual  statement  in  accordance  with the  requirements  of
applicable  federal  income tax law as to the aggregate of  remittances  of principal and interest for the  applicable  portion of such
year.

         Section 5.03.  Monthly Advances by the Servicer.

         Not later than the close of business on the Business Day preceding  each  Remittance  Date,  the Servicer shall deposit in the
Custodial  Account an amount  equal to all payments  not  previously  advanced by the  Servicer,  whether or not  deferred  pursuant to
Section  4.01, of Monthly  Payments,  adjusted to the related  Mortgage  Loan  Remittance  Rate,  which are  delinquent at the close of
business on the related  Determination Date; provided,  however,  that the amount of any such deposit may be reduced by the Amount Held
for Future  Distribution  (as  defined  below)  then on deposit in the  Custodial  Account.  Any  portion of the Amount Held for Future
Distribution  used to pay Monthly  Advances  shall be replaced by the  Servicer  by deposit  into the  Custodial  Account on any future
Remittance  Date to the  extent  that the funds  that are  available  in the  Custodial  Account  for  remittance  to the Owner on such
Remittance Date are less than the amount of payments required to be made to the Owner on such Remittance Date.

         The "Amount Held for Future  Distribution"  as to any Remittance  Date shall be the total of the amounts held in the Custodial
Account at the close of business on the  preceding  Determination  Date which were  received  after the Cut-off  Date on account of (i)
Liquidation  Proceeds,  Insurance Proceeds,  and Principal  Prepayments received or made in the month of such Remittance Date, and (ii)
payments  which  represent  early  receipt of scheduled  payments of principal  and interest due on a date or dates  subsequent  to the
related Due Date.

         The Servicer's  obligation to make such Monthly Advances as to any Mortgage Loan will continue  through the final  disposition
or liquidation of the Mortgaged Property,  unless the Servicer deems such advance to be nonrecoverable from Liquidation  Proceeds,  REO
Disposition  Proceeds or Insurance  Proceeds with respect to the  applicable  Mortgage  Loan. In such latter event,  the Servicer shall
deliver to the Owner an  Officer's  Certificate  of the Servicer to the effect that an officer of the Servicer has reviewed the related
Servicing  File and has  obtained a recent  appraisal  and has made the  reasonable  determination  that any  additional  advances  are
nonrecoverable from Liquidation or Insurance Proceeds with respect to the applicable Mortgage Loan.

         Section 5.04.  Liquidation Reports.

         Upon the  foreclosure  sale of any Mortgaged  Property or the  acquisition  thereof by the Owner pursuant to a deed-in-lieu of
foreclosure,  the Servicer shall submit to the Owner a liquidation  report with respect to such Mortgaged  Property in such form as the
Servicer  and the Owner  shall  agree.  The  Servicer  shall  also  provide  reports  on the  status of REO  Property  containing  such
information as Owner may reasonably require.

                                                              ARTICLE VI
                                                     GENERAL SERVICING PROCEDURES

         Section 6.01.  Assumption Agreements.

         The  Servicer  will,  to the extent it has  knowledge  of any  conveyance  or  prospective  conveyance  by any  Mortgagor of a
Mortgaged  Property  (whether by absolute  conveyance or by contract of, sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the  Mortgage),  exercise its rights to  accelerate  the maturity of such Mortgage Loan under any
"due-on-sale"  clause to the extent  permitted  by law;  provided,  however,  that the  Servicer  shall not exercise any such rights if
prohibited  by law or the terms of the  Mortgage  Note from doing so or if the  exercise  of such  rights  would  impair or threaten to
impair any recovery under the related Primary  Mortgage  Insurance  Policy,  if any. If the Servicer  reasonably  believes it is unable
under applicable law to enforce such  "due-on-sale"  clause, the Servicer,  will enter into an assumption  agreement with the person to
whom the Mortgaged  Property has been conveyed or is proposed to be conveyed,  pursuant to which such person  becomes  liable under the
Mortgage  Note and, to the extent  permitted by applicable  state law, the Mortgagor  remains  liable  thereon.  Where an assumption is
allowed pursuant to this Section 6.01, the Servicer,  with the prior consent of the primary mortgage insurer,  if any, is authorized to
enter into a substitution  of liability  agreement  with the person to whom the Mortgaged  Property has been conveyed or is proposed to
be conveyed  pursuant to which the original  mortgagor is released  from  liability  and such Person is  substituted  as mortgagor  and
becomes  liable under the related  Mortgage  Note.  Any such  substitution  of liability  agreement  shall be in lieu of an  assumption
agreement.

         In connection  with any such assumption or substitution  of liability,  the Servicer shall follow the  underwriting  practices
and procedures of the Fannie Mae Guide.  With respect to an assumption or substitution of liability,  the Mortgage  Interest Rate borne
by the related  Mortgage Note and the amount of the Monthly  Payment may not be changed.  The Servicer  shall notify the Owner that any
such  substitution  of  liability or  assumption  agreement  has been  completed  by  forwarding  to the Owner the original of any such
substitution  of liability or assumption  agreement,  which document  shall be added to the related  Mortgage Loan Documents and shall,
for all  purposes,  be  considered a part of such  related  mortgage  file to the same extent as all other  documents  and  instruments
constituting  a part  thereof.  All fees  collected by the  Servicer  for entering  into an  assumption  or  substitution  of liability
agreement shall belong to the Servicer.

         Notwithstanding the foregoing  paragraphs of this section or any other provision of this Agreement,  the Servicer shall not be
deemed to be in default,  breach or any other violation of its obligations  hereunder by reason of any assumption of a Mortgage Loan by
operation  of law or any  assumption  which the Servicer may be  restricted  by law from  preventing,  for any reason  whatsoever.  For
purposes of this  Section  6.01,  the term  "assumption"  is deemed to also  include a sale of the  Mortgaged  Property  subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.

         Section 6.02.  Satisfaction of Mortgages and Release of Mortgage Loan Documents.

         Upon the payment in full of any Mortgage Loan, the Servicer will  immediately  notify the Custodian with a  certification  and
request for release by a Servicing Officer,  which  certification  shall include a statement to the effect that all amounts received in
connection  with such  payment  which are  required to be  deposited  in the  Custodial  Account  pursuant to Section 4.04 have been so
deposited,  and a request for  delivery to the Servicer of the portion of the  Mortgage  Loan  Documents  held by the  Custodian.  Upon
receipt of such  certification  and request,  the Owner shall promptly  release or cause the Custodian to promptly  release the related
Mortgage  Loan  Documents  to the  Servicer and the  Servicer  shall  prepare and deliver for  execution by the Owner or at the Owner's
option  execute  under the  authority of a power of attorney  delivered to the Servicer by the Owner any  satisfaction  or release.  No
expense  incurred in  connection  with any  instrument of  satisfaction  or deed of  reconveyance  shall be chargeable to the Custodial
Account.

         In the event the  Servicer  satisfies  or releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured by the Mortgage or should it otherwise  prejudice  any right the Owner may have under the mortgage  instruments,  the Servicer,
upon written demand,  shall remit within one Business Day to the Owner the then outstanding  principal  balance of the related Mortgage
Loan by deposit  thereof in the Custodial  Account.  The Servicer  shall  maintain the Fidelity Bond insuring the Servicer  against any
loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

         From time to time and as  appropriate  for the servicing or foreclosure  of the Mortgage  Loans,  including for the purpose of
collection  under any Primary  Mortgage  Insurance  Policy,  upon request of the Servicer and delivery to the  Custodian of a servicing
receipt  signed by a Servicing  Officer,  the Custodian  shall release the portion of the Mortgage Loan Documents held by the Custodian
to the Servicer.  Such  servicing  receipt shall  obligate the Servicer to promptly  return the related  Mortgage Loan Documents to the
Custodian,  when the need therefor by the Servicer no longer exists,  unless the Mortgage Loan has been  liquidated and the Liquidation
Proceeds  relating to the Mortgage  Loan have been  deposited in the  Custodial  Account or such  documents  have been  delivered to an
attorney,  or to a public  trustee or other public  official as required by law, for purposes of initiating or pursuing legal action or
other  proceedings for the foreclosure of the Mortgaged  Property either  judicially or  non-judicially,  and the Servicer has promptly
delivered to the Owner or the Custodian a  certificate  of a Servicing  Officer  certifying as to the name and address of the Person to
which such  documents  were  delivered  and the purpose or purposes of such  delivery.  Upon  receipt of a  certificate  of a Servicing
Officer  stating that such Mortgage Loan was  liquidated,  the servicing  receipt shall be released by the Owner or the  Custodian,  as
applicable, to the Servicer.

         Section 6.03.  Servicing Compensation.

         As  compensation  for its services  hereunder,  the Servicer  shall be entitled to withdraw from the  Custodial  Account or to
retain from interest  payments on the Mortgage Loans the amounts  provided for as the Servicer's  Servicing Fee.  Additional  servicing
compensation  in the form of assumption  fees,  as provided in Section 6.01,  late payment  charges and other  ancillary  fees shall be
retained by the Servicer to the extent not required to be deposited in the  Custodial  Account.  The Servicer  shall be required to pay
all expenses incurred by it in connection with its servicing activities  hereunder and shall not be entitled to reimbursement  therefor
except as specifically provided for.

         Section 6.04.     Annual Statement as to Compliance; Annual Certification.

         (a)      The  Servicer  will deliver to the Owner and the Master  Servicer,  not later than March 15th of each  calendar  year
beginning in 2007, an Officer's  Certificate (an "Annual Statement of Compliance")  stating,  as to each signatory thereof,  that (i) a
review of the  activities  of the  Servicer  during the  preceding  calendar  year and of  performance  under this  Agreement  or other
applicable servicing agreement has been made under such officer's  supervision and (ii) to the best of such officer's knowledge,  based
on such review, the Servicer has fulfilled all of its obligations under this Agreement or other applicable  servicing  agreement in all
material  respects  throughout  such year,  or, if there has been a failure to fulfill any such  obligation  in any  material  respect,
specifying  each such failure  known to such officer and the nature and status of cure  provisions  thereof.  Such Annual  Statement of
Compliance  shall contain no  restrictions  or  limitations on its use.  Copies of such statement  shall be provided by the Servicer to
the Owner upon request and by the Owner to any Person  identified as a prospective  purchaser of the Mortgage  Loans. In the event that
the Servicer has delegated any servicing  responsibilities  with respect to the Mortgage  Loans to a  Subservicer,  the Servicer  shall
deliver an Annual  Statement of Compliance  of the  Subservicer  as described  above as to each  Subservicer  as and when required with
respect to the Servicer.

         (b)      With  respect to the  Mortgage  Loans,  by March 15th of each  calendar  year  beginning  in 2007,  an officer of the
Servicer  shall  execute and deliver an Officer's  Certificate  (an "Annual  Certification")  to the Owner,  the Master  Servicer,  the
Securities  Administrator,  and any  related  Depositor  for the  benefit of each such  entity  and such  entity's  affiliates  and the
officers,  directors  and agents of any such entity and such  entity's  affiliates,  in the form  attached  hereto as Exhibit G. In the
event that the Servicer  has  delegated  any  servicing  responsibilities  with respect to the  Mortgage  Loans to a  Subservicer  or a
Subcontractor,  to the extent such  Subcontractor is "participating in the servicing  function" pursuant to Item 1122 of Regulation AB,
the Servicer shall deliver an Annual  Certification  as to each such Subservicer and  Subcontractor,  as and when required with respect
to the Servicer.

         The Servicer shall  indemnify and hold harmless the Master  Servicer and its officers,  directors,  agents and affiliates from
and against any losses,  damages,  penalties,  fines,  forfeitures,  reasonable legal fees and related costs, judgments and other costs
and expenses  arising out of or based upon a breach by the Servicer or any of its  officers,  directors,  agents or  affiliates  of its
obligations  under this Section 6.04 or Section 6.09 or the negligence,  bad faith or willful  misconduct of the Servicer in connection
therewith.  If the  indemnification  provided for herein is unavailable or insufficient to hold harmless the Master Servicer,  then the
Servicer  agrees  that it shall  contribute  to the amount paid or payable by the Master  Servicer  as a result of the losses,  claims,
damages or  liabilities  of the Master  Servicer in such  proportion  as is  appropriate  to reflect the  relative  fault of the Master
Servicer on the one hand and the Servicer on the other in connection  with a breach of the  Servicer's  obligations  under this Section
6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

         Upon request by the Owner or the Master  Servicer,  the Servicer will deliver to such  requesting  party a copy of the audited
(if such financial  statements  are available,  otherwise  unaudited)  financial  statements of the Servicer for the most recent fiscal
year of the Servicer.

         Section 6.05.     [Reserved]

         Section 6.06.  Owner's Right to Examine Servicer Records.

         The Owner shall have the right to examine and audit, at its expense,  upon reasonable notice to the Servicer,  during business
hours or at such other times as might be reasonable under applicable  circumstances,  any and all of the books, records,  documentation
or other  information  of the  Servicer,  or held by another  for the  Servicer  or on its  behalf or  otherwise,  which  relate to the
performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.

         The Servicer shall provide to the Owner and any supervisory agents or examiners  representing a state or federal  governmental
agency having  jurisdiction over the Owner access to any  documentation  regarding the Mortgage Loans in the possession of the Servicer
which may be required by any applicable  regulations.  Such access shall be afforded without charge,  upon reasonable  request,  during
normal  business  hours and at the  offices  of the  Servicer,  and in  accordance  with the  applicable  federal  or state  government
regulations.

         Section 6.07.  Compliance with REMIC Provisions.

         If a REMIC  election has been made with respect to the  arrangement  under which the Mortgage Loans and REO Property are held,
the  Servicer  shall not take any action,  cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that,  under the REMIC  Provisions,  if taken or not taken, as the case may be could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC  (including but not limited to the tax on  "prohibited  transactions"  as defined
in  Section  860F(a)(2)  of the Code and the tax on  "contribution"  to a REMIC set forth in  Section  860G(d)  of the Code  unless the
Servicer  has  received  an Opinion of  Counsel  (at the  expense of the party  seeking to take such  actions)  to the effect  that the
contemplated action will not endanger such REMIC status or result in the imposition of any such tax.

         Section 6.08.  Non-solicitation.

         The Servicer shall not knowingly conduct any solicitation  exclusively  targeted to the Mortgagors for the purpose of inducing
or  encouraging  the early  prepayment or  refinancing  of the related  Mortgage  Loans.  It is understood  and agreed that  promotions
undertaken  by the Servicer or any agent or affiliate of the  Servicer  which are directed to the general  public at large,  including,
without limitation,  mass mailings based on commercially acquired mailing lists, newspaper,  radio and television  advertisements shall
not  constitute  solicitation  under this  section.  Nothing  contained  herein shall  prohibit the Servicer from (i)  distributing  to
Mortgagors any general  advertising  including  information  brochures,  coupon books, or other similar  documentation  which indicates
services the Servicer offers,  including  refinances or (ii) providing  financing of home equity loans to Mortgagors at the Mortgagor's
request.

         Section 6.09.     Assessment of Compliance with Servicing Criteria.

         On and after  January 1, 2006,  the Servicer  shall service and  administer,  and shall cause each  subservicer  to service or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

         With  respect to the Mortgage  Loans,  the Servicer  shall  deliver to the Owner or its  designee,  the Master  Servicer,  the
Securities  Administrator,  and any Depositor on or before March 15th of each calendar year beginning in 2007, a report (an "Assessment
of Compliance")  regarding the Servicer's  assessment of compliance with the Servicing  Criteria during the preceding  calendar year as
required  by Rules  13a-18 and 15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB, or as  otherwise  required  by the Master
Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:

         (a)      A statement by such officer of its responsibility for assessing  compliance with the Servicing Criteria applicable to
the Servicer;

         (b)      A statement by such officer that such officer used the  Servicing  Criteria to assess  compliance  with the Servicing
Criteria applicable to the Servicer;

         (c)      An assessment by such officer of the  Servicer's  compliance  with the applicable  Servicing  Criteria for the period
consisting of the preceding calendar year,  including  disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed  securities  transactions taken
as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;

         (d)      A statement that a registered  public accounting firm has issued an attestation  report on the Servicer's  Assessment
of Compliance for the period consisting of the preceding calendar year; and

         (e)      A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer,  which statement shall
be based on the activities it performs with respect to asset-backed  securities  transactions  taken as a whole involving the Servicer,
that are backed by the same asset type as the Mortgage Loans.

         Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto.

         With respect to the Mortgage  Loans,  on or before March 15th of each  calendar  year  beginning in 2007,  the Servicer  shall
furnish to the Owner or its designee,  the Master Servicer,  the Securities  Administrator  and any Depositor a report (an "Attestation
Report") by a registered  public  accounting  firm that attests to, and reports on, the Assessment of Compliance  made by the Servicer,
as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of  Regulation  AB, or as otherwise  required by the Master
Servicer,  which Attestation  Report must be made in accordance with standards for attestation  reports issued or adopted by the Public
Company Accounting Oversight Board.

         The Servicer shall cause each Subservicer,  and each Subcontractor  determined by the Servicer pursuant to Section 11.15 to be
"participating  in the  servicing  function"  within the  meaning of Item 1122 of  Regulation  AB, to deliver to the Owner,  the Master
Servicer,  the  Securities  Administrator  and any  Depositor an  assessment of compliance  and  accountants'  attestation  as and when
provided in Section 6.09.

         Section 6.10.     Intent of the Parties; Reasonableness.

         The Owner and the Servicer  acknowledge and agree that a purpose of clause (g) of Article III,  Sections 5.02,  6.04, 6.09 and
10.02 of this  Agreement is to facilitate  compliance by the Owner and any Depositor  with the  provisions of Regulation AB and related
rules and  regulations of the Commission.  None of the Owner,  the Master Servicer or any Depositor shall exercise its right to request
delivery of information or other  performance  under these  provisions  other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission  thereunder.  The Servicer  acknowledges that
interpretations  of the  requirements  of  Regulation AB may change over time,  whether due to  interpretive  guidance  provided by the
Commission or its staff,  consensus among participants in the asset-backed  securities markets,  advice of counsel,  or otherwise,  and
agrees to comply with requests made by the Owner or any Depositor in good faith for delivery of information  under these  provisions on
the basis of evolving  interpretations  of Regulation AB. In connection with any  Pass-Through  Transfer,  the Servicer shall cooperate
fully with the Owner to deliver to the Owner  (including any of its assignees or designees) and any Depositor,  any and all statements,
reports,  certifications,  records and any other information necessary in the good faith determination of the Owner or any Depositor to
permit the Owner or such  Depositor to comply with the  provisions of Regulation  AB,  together with such  disclosures  relating to the
Servicer,  any Subservicer and the Mortgage  Loans,  or the servicing of the Mortgage  Loans,  reasonably  believed by the Owner or any
Depositor to be necessary in order to effect such compliance.

                                                              ARTICLE VII
                                                  REPORTS TO BE PREPARED BY SERVICER

         Section 7.01.  Servicer Shall Provide Information as Reasonably Required.

         The Servicer  shall furnish to the Owner upon request,  during the term of this  Agreement,  such  periodic,  special or other
reports or  information,  whether or not provided for herein,  as shall be  necessary,  reasonable or  appropriate  with respect to the
purposes of this  Agreement.  The Servicer may negotiate with the Owner for a reasonable fee for providing such report or  information,
unless (i) the Servicer is required to supply such report or information  pursuant to any other section of this Agreement,  or (ii) the
report or information  has been requested in connection with Internal  Revenue Service or other  regulatory  agency  requirements.  All
such reports or  information  shall be provided by and in accordance  with all  reasonable  instructions  and  directions  given by the
Owner.  The Servicer agrees to execute and deliver all such  instruments and take all such action as the Owner,  from time to time, may
reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

                                                             ARTICLE VIII
                                                             THE SERVICER

         Section 8.01.  Indemnification; Third Party Claims.

         The Servicer agrees to indemnify the Owner, its successors and assigns,  any agent of the Owner, and the Master Servicer,  and
hold each of such Persons harmless from and against any and all claims, losses,  damages,  penalties,  fines,  forfeitures,  legal fees
and related  costs,  judgments,  and any other costs,  fees and expenses that such Person may sustain in any way related to the failure
of the Servicer to perform in any way its duties and service the Mortgage Loans in strict  compliance  with the terms of this Agreement
and for breach of any  representation  or warranty of the Servicer  contained herein.  The Servicer shall immediately  notify the Owner
or other  indemnified  Person if a claim is made by a third party with respect to this  Agreement or the Mortgage  Loans,  assume (with
the consent of the Owner and such other Indemnified Person and with counsel  reasonably  satisfactory to the Owner and such Person) the
defense of any such claim and pay all expenses in  connection  therewith,  including  counsel  fees,  and promptly  pay,  discharge and
satisfy any judgment or decree which may be entered  against it or such other  indemnified  Person in respect of such claim but failure
to so notify the Owner and such other indemnified  Person shall not limit its obligations  hereunder.  The Servicer agrees that it will
not enter into any  settlement  of any such claim  without  the  consent of the Owner and such other  indemnified  Person  unless  such
settlement  includes an  unconditional  release of the Owner and such other  indemnified  Person from all liability that is the subject
matter of such claim.  The provisions of this Section 8.01 shall survive termination of this Agreement.

         Section 8.02.  Merger or Consolidation of the Servicer.

         The Servicer will keep in full effect its  existence,  rights and  franchises as a corporation  under the laws of the state of
its incorporation  except as permitted herein,  and will obtain and preserve its qualification to do business as a foreign  corporation
in each  jurisdiction  in which such  qualification  is or shall be  necessary  to protect  the  validity  and  enforceability  of this
Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.

         Any Person into which the Servicer may be merged or  consolidated,  or any corporation  resulting from any merger,  conversion
or  consolidation  to which the Servicer  shall be a party,  or any Person  succeeding  to the business of the Servicer  whether or not
related to loan  servicing,  shall be the  successor of the  Servicer  hereunder,  without the  execution or filing of any paper or any
further act on the part of any of the parties hereto,  anything herein to the contrary  notwithstanding;  provided,  however,  that the
successor or surviving  Person shall be an institution (i) having a GAAP net worth of not less than  $25,000,000,  (ii) the deposits of
which are insured by the FDIC, or which is a HUD-approved  mortgagee  whose primary  business is in origination  and servicing of first
lien mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved seller/servicer in good standing.

         Section 8.03.  Limitation on Liability of the Servicer and Others.

         Neither the Servicer nor any of the  officers,  employees or agents of the Servicer  shall be under any liability to the Owner
for any  action  taken or for  refraining  from the taking of any action in good faith  pursuant  to this  Agreement,  or for errors in
judgment made in good faith;  provided,  however,  that this  provision  shall not protect the Servicer or any such person  against any
breach of warranties or  representations  made herein, or failure to perform in any way its obligations in compliance with any standard
of care set forth in this Agreement,  or any liability which would otherwise be imposed by reason of gross  negligence or any breach of
the terms and  conditions  of this  Agreement.  The Servicer and any officer,  employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie properly  executed and submitted by the Owner  respecting any matters  arising  hereunder.  The
Servicer  shall not be under any  obligation to appear in,  prosecute or defend any legal action which is not  incidental to its duties
to service the Mortgage  Loans in accordance  with this Agreement and which in its opinion may involve it in any expenses or liability;
provided,  however, that the Servicer may, with the consent of the Owner, which consent shall not be unreasonably  withheld,  undertake
any such action  which it may deem  necessary  or desirable  with  respect to this  Agreement  and the rights and duties of the parties
hereto.  In such  event,  the  reasonable  legal  expenses  and costs of such action and any  liability  resulting  therefrom  shall be
expenses,  costs and liabilities for which the Owner will be liable, and the Servicer shall be entitled to be reimbursed  therefor from
the Custodial Account pursuant to Section 4.05.

         Section 8.04.  Servicer Not to Resign.

         The Servicer  shall not resign from the  obligations  and duties hereby imposed on it except by mutual consent of the Servicer
and the Owner or upon the  determination  that its duties hereunder are no longer  permissible under applicable law and such incapacity
cannot be cured by the Servicer.  Any such  determination  permitting the  resignation of the Servicer shall be evidenced by an Opinion
of Counsel to such effect  delivered to the Owner which Opinion of Counsel shall be in form and substance  acceptable to the Owner.  No
such  resignation  shall  become  effective  until a successor  shall have  assumed the  Servicer's  responsibilities  and  obligations
hereunder in the manner provided in Section 11.01.

         Section 8.05.  No Transfer of Servicing.

         With respect to the retention of the Servicer to service the Mortgage  Loans  hereunder,  the Servicer  acknowledges  that the
Owner has acted in reliance  upon the  Servicer's  independent  status,  the adequacy of its  servicing  facilities,  plan,  personnel,
records and  procedures,  its integrity,  reputation and financial  standing and the continuance  thereof.  Without in any way limiting
the generality of this section,  the Servicer shall not either assign this Agreement or the servicing  hereunder or delegate its rights
or duties  hereunder  or any portion  thereof,  or sell or  otherwise  dispose of all or  substantially  all of its property or assets,
without the prior written  approval of the Owner,  which approval shall not be  unreasonably  withheld;  provided that the Servicer may
assign the Agreement and the  servicing  hereunder  without the consent of Owner to an affiliate of the Servicer to which all servicing
of the  Servicer  is assigned  so long as (i) such  affiliate  is a Fannie Mae and  Freddie  Mac  approved  servicer  and (ii) if it is
intended  that such  affiliate  be spun off to the  shareholders  of the  Servicer,  such  affiliate  have a GAAP net worth of at least
$25,000,000  and (iii) such affiliate  shall deliver to the Owner a  certification  pursuant to which such affiliate  shall agree to be
bound by the terms and  conditions of this  Agreement  and shall  certify that such  affiliate is a Fannie Mae and Freddie Mac approved
servicer in good standing.

                                                              ARTICLE IX
                                                                DEFAULT

         Section 9.01.  Events of Default.

         In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:

         (i)      any failure by the Servicer to remit to the Owner any payment  required to be made under the terms of this  Agreement
which  continues  unremedied for one (1) Business Day after written notice thereof (it being  understood that this  subparagraph  shall
not affect  Servicer's  obligation  pursuant to Section 5.01 to pay default interest on any remittance  received by the Owner after the
Business Day on which such payment was due); or

         (ii)     any  failure  on the part of the  Servicer  duly to  observe or  perform  in any  material  respect  any other of the
covenants or agreements  on the part of the Servicer set forth in this  Agreement  (other than those  described in clause (ix) hereof),
the breach of which has a material  adverse effect and which  continue  unremedied for a period of thirty days (except that such number
of days shall be fifteen in the case of a failure to pay any premium for any  insurance  policy  required to be  maintained  under this
Agreement and such failure shall be deemed to have a material  adverse  effect) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the Owner; or

         (iii)    a decree or order of a court or  agency  or  supervisory  authority  having  jurisdiction  for the  appointment  of a
conservator or receiver or liquidator in any  insolvency,  bankruptcy,  readjustment  of debt,  marshaling of assets and liabilities or
similar  proceedings,  or for the  winding-up  or  liquidation  of its affairs,  shall have been entered  against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or

         (iv)     the  Servicer  shall  consent to the  appointment  of a  conservator  or receiver or  liquidator  in any  insolvency,
bankruptcy,  readjustment of debt,  marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or

         (v)      the Servicer  shall admit in writing its inability to pay its debts  generally as they become due, file a petition to
take  advantage of any  applicable  insolvency or  reorganization  statute,  make an assignment  for the benefit of its  creditors,  or
voluntarily suspend payment of its obligations; or

         (vi)     the  Servicer  ceases to be  approved  by either  Fannie Mae or Freddie  Mac (to the extent  such  entities  are then
operating  in a capacity  similar to that in which they operate on the date  hereof) as a mortgage  loan  servicer for more than thirty
days to the extent such entities perform similar functions; or

         (vii)    the Servicer attempts to assign its right to servicing compensation  hereunder or the Servicer attempts,  without the
consent of the Owner, to sell or otherwise  dispose of all or  substantially  all of its property or assets or to assign this Agreement
or the servicing  responsibilities  hereunder or to delegate its duties hereunder or any portion thereof except as otherwise  permitted
herein; or

         (viii)   the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified,  but
only to the extent  such  non-qualification  materially  and  adversely  affects  the  Servicer's  ability to perform  its  obligations
hereunder; or

         (ix)     failure by the Servicer to duly perform,  within the required time period,  its obligations  under Section 6.04, 6.09
or any of clauses (v) through (viii) of Section 10.02;

then,  and in each and every such case, so long as an Event of Default shall not have been  remedied,  the Owner,  by notice in writing
to the Servicer may, in addition to whatever  rights the Owner may have under  Section 8.01 and at law or equity to damages,  including
injunctive  relief and  specific  performance,  terminate  all the rights and  obligations  of the  Servicer  (and if the  Servicer  is
servicing any of the Mortgage  Loans in a  Pass-Through  Transfer,  appoint a successor  servicer  reasonably  acceptable to the Master
Servicer for such  Pass-Through  Transfer)  under this  Agreement  and in and to the Mortgage  Loans and the proceeds  thereof  without
compensating  the Servicer for the same.  On or after the receipt by the Servicer of such written  notice,  all  authority and power of
the  Servicer  under this  Agreement,  whether  with respect to the  Mortgage  Loans or  otherwise,  shall pass to and be vested in the
successor  appointed  pursuant to Section 11.01. Upon written request from the Owner, the Servicer shall prepare,  execute and deliver,
any and all documents and other instruments,  place in such successor's  possession all Servicing Files, and do or accomplish all other
acts or things  necessary or  appropriate  to effect the purposes of such notice of  termination,  whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related  documents,  or otherwise,  at the  Servicer's  sole expense.  The Servicer
agrees to cooperate  with the Owner and such  successor in effecting the  termination  of the  Servicer's  responsibilities  and rights
hereunder,  including,  without limitation,  the transfer to such successor for administration by it of all cash amounts which shall at
the time be credited by the Servicer to the Custodial  Account or Escrow  Account or  thereafter  received with respect to the Mortgage
Loans or any REO Property.

         The Servicer shall promptly  reimburse the Owner (or any designee of the Owner,  such as a master servicer) and any Depositor,
as  applicable,  for all  reasonable  expenses  incurred by the Owner (or such designee) or such  Depositor,  as such are incurred,  in
connection  with the  termination  of the Servicer as servicer  and the  transfer of  servicing  of the  Mortgage  Loans to a successor
servicer,  if the  termination  and/or  transfer of  servicing  is for cause  related to a servicer  default.  The  provisions  of this
paragraph  shall not limit  whatever  rights the Owner or any Depositor may have under other  provisions of this  Agreement  and/or any
applicable  Reconstitution Agreement or otherwise,  whether in equity or at law, such as an action for damages, specific performance or
injunctive relief.

         Section 9.02.  Waiver of Defaults.

         The Owner may waive only by written  notice any default by the Servicer in the  performance of its  obligations  hereunder and
its  consequences.  Upon any such  waiver of a past  default,  such  default  shall  cease to exist,  and any Event of Default  arising
therefrom  shall be deemed to have been remedied for every  purpose of this  Agreement.  No such waiver shall extend to any  subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.

                                                               ARTICLE X
                                                              TERMINATION

         Section 10.01.  Termination.

         The respective  obligations and  responsibilities  of the Servicer shall terminate upon: (i) the later of the final payment or
other  liquidation  (or any advance with respect  thereto) of the last  Mortgage  Loan or the  disposition  of all REO Property and the
remittance of all funds due  hereunder;  or (ii) by mutual  consent of the Servicer and the Owner in writing;  or (iii)  termination by
the Owner pursuant to Section 9.01.  Simultaneously  with any such  termination and the transfer of servicing  hereunder,  the Servicer
shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.

         Section 10.02.    Cooperation of Servicer with a Reconstitution.

         The  Servicer  and the Owner agree that with respect to some or all of the  Mortgage  Loans,  on or after the related  closing
date,  on one or more  dates  (each a  "Reconstitution  Date")  at the  Owner's  sole  option,  the Owner may  effect a sale  (each,  a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

         (a)      one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

         (b)      one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.

         The  Servicer  agrees to execute in  connection  with any  agreements  among the Owner,  the  Servicer,  and any  servicer  in
connection  with a Whole Loan Transfer,  an assignment,  assumption  and  recognition  agreement,  or, at Owner's  request,  a seller's
warranties and servicing  agreement or a participation and servicing  agreement or similar  agreement in form and substance  reasonably
acceptable to the parties,  and in connection  with a Pass-Through  Transfer,  a pooling and servicing  agreement in form and substance
reasonably  acceptable  to the  parties.  It is  understood  that any such  Reconstitution  Agreements  will not  contain  any  greater
obligations on the part of Servicer than are contained in this Agreement.

         With respect to each Whole Loan Transfer and each  Pass-Through  Transfer  entered into by the Owner,  the Servicer agrees (1)
to cooperate fully with the Owner and any prospective  purchaser with respect to all reasonable requests and due diligence  procedures;
(2) to execute,  deliver and  perform all  Reconstitution  Agreements  required by the Owner;  (3) to restate the  representations  and
warranties  set forth in this  Agreement  as of the  settlement  or  closing  date in  connection  with such  Reconstitution  (each,  a
"Reconstitution Date").

         In addition,  the Servicer shall provide to such servicer or issuer,  as the case may be, and any other  participants  in such
Reconstitution:

         (i)      any and all  information  and  appropriate  verification  of  information  which may be  reasonably  available to the
Servicer,  whether through letters of its auditors and counsel or otherwise,  as the Owner or any such other  participant shall request
upon reasonable demand;

         (ii)     such additional representations,  warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public  officials  or  officers of the  Servicer  as are  reasonably  agreed  upon by the  Servicer  and the Owner or any such other
participant;

         (iii)    within 5 Business  Days after  request by the Owner,  the  information  with respect to the Servicer (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the  requirements  of which as of the date hereof is attached hereto as
Exhibit I for  convenience  of  reference  only,  as  determined  by Owner in its sole  discretion.  In the event that the Servicer has
delegated  any  servicing  responsibilities  with respect to the  Mortgage  Loans to a  Subservicer,  the  Servicer  shall  provide the
information required pursuant to this clause with respect to the Subservicer;

         (iv)     within 5 Business Days after request by the Owner,

                  (a)  information  regarding  any legal  proceedings  pending (or known to be  contemplated)  against the Servicer (as
servicer)  and each  Subservicer  as  required by Item 1117 of  Regulation  AB, a summary of the  requirements  of which as of the date
hereof is attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion,

                  (b) information  regarding  affiliations  with respect to the Servicer (as servicer) and each Subservicer as required
by Item 1119(a) of  Regulation  AB, a summary of the  requirements  of which as of the date hereof is attached  hereto as Exhibit I for
convenience of reference only, as determined by Owner in its sole discretion, and


                  (c)  information  regarding  relationships  and  transactions  with respect to the Servicer  (as  servicer)  and each
Subservicer  as required by Item  1119(b) and (c) of  Regulation  AB, a summary of the  requirements  of which as of the date hereof is
attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion;

         (v)      for the  purpose  of  satisfying  the  reporting  obligation  under the  Exchange  Act with  respect  to any class of
asset-backed  securities,  the Servicer shall (or shall cause each  Subservicer to) (i) provide prompt notice to the Owner,  the Master
Servicer  and any  Depositor  in writing of (A) any material  litigation  or  governmental  proceedings  involving  the Servicer or any
Subservicer,  (B) any  affiliations or  relationships  that develop  following the closing date of a Pass-Through  Transfer between the
Servicer or any  Subservicer  and any of the parties  specified in clause (D) of paragraph  (a) of this Section (and any other  parties
identified in writing by the requesting  party) with respect to such  Pass-Through  Transfer,  (C) any Event of Default under the terms
of this Agreement or any  Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially  all of the assets of the
Servicer,  and (E) the  Servicer's  entry into an agreement  with a Subservicer  to perform or assist in the  performance of any of the
Servicer's  obligations  under this  Agreement  or any  Reconstitution  Agreement  and (ii)  provide to the Owner and any  Depositor  a
description of such proceedings, affiliations or relationships;

         (vi)     as a condition to the succession to the Servicer or any  Subservicer as servicer or subservicer  under this Agreement
or any  Reconstitution  Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated,  or (ii)
which may be  appointed  as a successor  to the  Servicer or any  Subservicer,  the  Servicer  shall  provide to the Owner,  the Master
Servicer,  and any Depositor,  at least 15 calendar days prior to the effective  date of such  succession or  appointment,  (x) written
notice to the Owner and any  Depositor  of such  succession  or  appointment  and (y) in writing and in form and  substance  reasonably
satisfactory to the Owner and such Depositor,  all  information  reasonably  requested by the Owner or any Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;

         (vii)    in addition to such  information as the Servicer,  as servicer,  is obligated to provide pursuant to other provisions
of this Agreement,  not later than ten days prior to the deadline for the filing of any distribution  report on Form 10-D in respect of
any  Pass-Through  Transfer that includes any of the Mortgage Loans serviced by the Servicer or any  Subservicer,  the Servicer or such
Subservicer, as applicable,  shall, to the extent the Servicer or such Subservicer has knowledge,  provide to the party responsible for
filing such report (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along with
all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on Form
10-D (as specified in the provisions of Regulation AB referenced below):

                  (A)      any material  modifications,  extensions or waivers of pool asset terms, fees,  penalties or payments during
the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

                  (B)      material breaches of pool asset  representations or warranties or transaction covenants (Item 1121(a)(12) of
Regulation AB); and

                  (C)      information  regarding new asset-backed  securities issuances backed by the same pool assets, any pool asset
changes (such as,  additions,  substitutions or repurchases),  and any material changes in origination,  underwriting or other criteria
for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and

         (viii)   the Servicer shall provide to the Owner, the Master Servicer and any Depositor,  evidence of the authorization of the
person signing any  certification or statement,  copies or other evidence of Fidelity Bond Insurance and Errors and Omission  Insurance
policy,  financial  information and reports,  and such other information  related to the Servicer or any Subservicer or the Servicer or
such Subservicer's performance hereunder.

         In the event of a conflict or  inconsistency  between the terms of Exhibit I and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

         The Servicer shall indemnify the Owner,  each affiliate of the Owner,  and each of the following  parties  participating  in a
Pass-Through  Transfer:  each  issuing  entity;  each  Person  (including,  but not  limited to, the Master  Servicer,  if  applicable)
responsible  for the  preparation,  execution  or filing of any report  required to be filed with the  Commission  with respect to such
Pass-Through  Transfer,  or for execution of a  certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Pass-Through  Transfer;  each broker dealer acting as underwriter,  placement agent or initial  purchaser,  each Person
who  controls  any of such  parties or the  Depositor  (within  the meaning of Section 15 of the  Securities  Act and Section 20 of the
Exchange Act); and the respective  present and former directors,  officers,  employees,  agents and affiliates of each of the foregoing
and of the  Depositor  (each,  an  "Indemnified  Party"),  and shall hold each of them  harmless  from and against any claims,  losses,
damages,  penalties,  fines, forfeitures,  legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:

         (i)(A)  any  untrue  statement  of a  material  fact  contained  or  alleged  to be  contained  in  any  information,  report,
certification,  data,  accountants'  letter or other  material  provided  under this Section 10.02 by or on behalf of the Servicer,  or
provided under this Section 10.02,  Sections 6.04 and 6.09 and by or on behalf of any Subservicer or Subcontractor  (collectively,  the
"Servicer  Information"),  or (B) the omission or alleged omission to state in the Servicer  Information a material fact required to be
stated in the Servicer  Information  or necessary in order to make the  statements  therein,  in the light of the  circumstances  under
which they were made, not misleading;  provided,  by way of clarification,  that clause (B) of this paragraph shall be construed solely
by reference  to the Servicer  Information  and not to any other  information  communicated  in  connection  with a sale or purchase of
securities,  without regard to whether the Servicer  Information or any portion  thereof is presented  together with or separately from
such other information;

         (ii) any breach by the  Servicer of its  obligations  under this  Section  10.02,  including  particularly  any failure by the
Servicer,  any  Subservicer or any  Subcontractor  to deliver any  information,  report,  certification,  accountants'  letter or other
material when and as required  under this Section  10.02,  including any failure by the Servicer to identify  pursuant to Section 11.15
any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB;

         (iii) any breach by the Servicer of a  representation  or warranty set forth in Section Article III or in a writing  furnished
pursuant to clause (h) of Article III and made as of a date prior to the closing  date of the  related  Pass-Through  Transfer,  to the
extent that such breach is not cured by such closing date, or any breach by the Servicer of a  representation  or warranty in a writing
furnished pursuant to clause (h) of Article III to the extent made as of a date subsequent to such closing date; or

         (iv) the  negligence bad faith or willful  misconduct of the Servicer in connection  with its  performance  under this Section
10.02.

         If the  indemnification  provided for herein is unavailable or  insufficient to hold harmless an Indemnified  Party,  then the
Servicer agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,  losses,
damages or liabilities  incurred by such  Indemnified  Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Servicer on the other.

         In the case of any failure of performance  described  above,  the Servicer shall promptly  reimburse the Owner, any Depositor,
as  applicable,  and each Person  responsible  for the  preparation,  execution  or filing of any report  required to be filed with the
Commission  with  respect to such  Pass-Through  Transfer,  or for  execution  of a  certification  pursuant to Rule  13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Pass-Through  Transfer,  for all costs reasonably  incurred by each such party in
order to obtain the information,  report,  certification,  accountants' letter or other material not delivered pursuant to this Section
or Section 6.04 or Section 6.09 as required by the Servicer, any Subservicer or any Subcontractor.

         This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

         All Mortgage  Loans not sold or  transferred  pursuant to a Whole Loan Transfer or Pass Through  Transfer  shall be subject to
this  Agreement  and shall  continue to be serviced in  accordance  with the terms of this  Agreement  and with  respect  thereto  this
Agreement shall remain in full force and effect.

         Section 10.03.  Master Servicer.

         The Servicer,  including any successor servicer hereunder,  shall be subject to the supervision of the Master Servicer,  which
Master  Servicer shall be obligated to ensure that the Servicer  services the Mortgage Loans in accordance  with the provisions of this
Agreement.  The Master Servicer,  acting on behalf of the Owner,  shall have the same rights as the Owner to enforce the obligations of
the Servicer  under this  Agreement.  The Master  Servicer  shall be entitled to terminate the rights and  obligations  of the Servicer
under this  Agreement  upon the  failure of the  Servicer  to perform  any of its  obligations  under this  Agreement  if such  failure
constitutes  an Event of Default as provided in Article IX of this  Agreement.  Notwithstanding  anything to the contrary,  in no event
shall the Master Servicer assume any of the obligations of the Owner under this Agreement.

                                                              ARTICLE XI
                                                       MISCELLANEOUS PROVISIONS

         Section 11.01.  Successor to the Servicer.

         Prior to termination of the Servicer's  responsibilities  and duties under this Agreement  pursuant to Sections 8.04,  9.01 or
10.01(ii),  the Owner shall (i) succeed to and assume all of the Servicer's  responsibilities,  rights,  duties and  obligations  under
this  Agreement,  or (ii) appoint a successor  having the  characteristics  set forth in Section 8.02 hereof and which shall succeed to
all  rights  and assume  all of the  responsibilities,  duties and  liabilities  of the  Servicer  under  this  Agreement  prior to the
termination of the Servicer's  responsibilities,  duties and liabilities under this Agreement.  In connection with such appointment and
assumption,  the Owner may make such  arrangements  for the  compensation  of such  successor out of payments on Mortgage  Loans as the
Owner and such successor shall agree. In the event that the Servicer's  duties,  responsibilities  and liabilities under this Agreement
should be terminated  pursuant to the aforementioned  sections,  the Servicer shall discharge such duties and  responsibilities  during
the period from the date it acquires  knowledge of such termination  until the effective date thereof with the same degree of diligence
and  prudence  which it is  obligated  to exercise  under this  Agreement,  and shall take no action  whatsoever  that might  impair or
prejudice  the  rights  or  financial  condition  of its  successor.  The  resignation  or  removal  of the  Servicer  pursuant  to the
aforementioned  sections  shall not become  effective  until a successor  shall be  appointed  pursuant to this section and shall in no
event relieve the Servicer of the  representations  and warranties made pursuant to Article III and the remedies available to the Owner
under  Section  8.01, it being  understood  and agreed that the  provisions of such Article III and Section 8.01 shall be applicable to
the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.

         Any  successor  appointed  as provided  herein  shall  execute,  acknowledge  and deliver to the  Servicer and to the Owner an
instrument  accepting  such  appointment,  whereupon  such  successor  shall become fully vested with all the rights,  powers,  duties,
responsibilities,  obligations and liabilities of the Servicer,  with like effect as if originally  named as a party to this Agreement.
Any  termination or resignation of the Servicer or this Agreement  pursuant to Section 8.04,  9.01 or 10.01 shall not affect any claims
that the Owner may have against the Servicer arising prior to any such termination or resignation.

         The Servicer  shall  promptly  deliver to the  successor  the funds in the  Custodial  Account and the Escrow  Account and the
Servicing Files and related  documents and statements  held by it hereunder and the Servicer shall account for all funds.  The Servicer
shall execute and deliver such  instruments  and do such other things all as may  reasonably  be required to more fully and  definitely
vest and confirm in the successor all such rights,  powers,  duties,  responsibilities,  obligations  and  liabilities of the Servicer.
The successor shall make such  arrangements as it may deem  appropriate to reimburse the Servicer for unrecovered  Monthly Advances and
Servicing  Advances which the successor  retains  hereunder and which would  otherwise have been recovered by the Servicer  pursuant to
this Agreement but for the appointment of the successor servicer.

         Upon a successor's acceptance of appointment as such, the Servicer shall notify the Owner of such appointment.

         All reasonable  costs and expenses  incurred in connection with replacing the Servicer upon its resignation or the termination
of the Servicer in accordance with the terms of this Agreement,  including,  without  limitation,  (i) all legal costs and expenses and
all due diligence  costs and expenses  associated  with an evaluation  of the potential  termination  of the Servicer as a result of an
Event of Default and (ii) all costs and expenses  associated  with the complete  transfer of servicing,  including all servicing  files
and all servicing  data and the  completion,  correction or  manipulation  of such  servicing  data as may be required by the successor
servicer to correct any errors or  insufficiencies  in the servicing  data or otherwise to enable the successor  service to service the
Mortgage  Loans in accordance  with this  Agreement,  shall be payable on demand by the resigning or  terminated  Servicer  without any
right of reimbursement therefor.

         Section 11.02.  Amendment.

         This  Agreement  may be amended from time to time by the Servicer  and the Owner by written  agreement  signed by the Servicer
and the Owner.

         Section 11.03.  Recordation of Agreement.

         To the extent  permitted by applicable  law, this Agreement is subject to recordation  in all  appropriate  public offices for
real  property  records  in all the  counties  or other  comparable  jurisdictions  in which any of all the  properties  subject to the
Mortgages are situated,  and in any other  appropriate  public  recording  office or elsewhere,  such recordation to be effected by the
Servicer at the Owner's  expense on direction  of the Owner  accompanied  by an opinion of counsel to the effect that such  recordation
materially and beneficially affects the interest of the Owner or is necessary for the administration or servicing the Mortgage Loans.

         Section 11.04.  Governing Law.

         THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. THE  OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


         Section 11.05.  Notices.

         Any  demands,  notices or other  communications  permitted  or  required  hereunder  shall be in  writing  and shall be deemed
conclusively  to have been given if  personally  delivered  at or mailed by  registered  mail,  postage  prepaid,  and  return  receipt
requested or transmitted by telecopier and confirmed by a similar mailed writing, as follows:

                  (i)      if to the Servicer:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, TX 75067
                           Attention: President or General Counsel
                           Facsimile: (469) 759-4714


                  (ii)     if to the Owner:

                           Bear, Stearns & Co. Inc.
                           383 Madison Ave.
                           New York, New York 10179
                           Attention:  Global Credit Administration
                           Telecopier No.:  (212) 272-5591


                  (iii)    if to the Master Servicer:

                           Wells Fargo Bank, National Association
                           P.O. Box 98
                           Columbia, Maryland 21046
                           Attention:  Master Servicing - Bear Stearns ALT-A Trust 2006-5

                           And for overnight delivery to:

                           Wells Fargo Bank, National Association
                           9062 Old Annapolis Road
                           Columbia, Maryland 21045
                           Attention:  Master Servicing - Bear Stearns ALT-A Trust 2006-5
                           Telecopier No.:  (410) 715-2380

or such other  address as may  hereafter  be furnished to the other party by like notice.  Any such demand,  notice,  or  communication
hereunder  shall be deemed to have been received on the date delivered to or received at the premises of the address (as evidenced,  in
the case of registered or certified mail, by the date noted on the return receipt).


         Section 11.06.  Severability of Provisions.

         Any  part,  provision,  representation  or  warranty  of this  Agreement  which is  prohibited  or which is held to be void or
unenforceable  shall be  ineffective  to the  extent  of such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof. Any part,  provision,  representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction  shall be ineffective,  as to such  jurisdiction,  to the extent of such prohibition or
unenforceability  without  invalidating  the  remaining  provisions  hereof,  and  any  such  prohibition  or  unenforceability  in any
jurisdiction  as to any Mortgage Loan shall not invalidate or render  unenforceable  such provision in any other  jurisdiction.  To the
extent  permitted by applicable  law, the parties  hereto waive any provision of law which  prohibits or renders void or  unenforceable
any provision  hereof. If the invalidity of any part,  provision,  representation or warranty of this Agreement shall deprive any party
of the  economic  benefit  intended to be  conferred  by this  Agreement,  the parties  shall  negotiate,  in good faith,  to develop a
structure the economic effect of which is nearly as possible the same as the economic  effect of this Agreement  without regard to such
invalidity.

         Section 11.07.  Exhibits

         The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

         Section 11.08.  General Interpretive Principles.

         For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

         (i)      the terms defined in this  Agreement  have the meanings  assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;

         (ii)     accounting  terms not  otherwise  defined  herein have the meanings  assigned to them in  accordance  with  generally
accepted accounting principles;

         (iii)    references herein to "Articles,"  "Sections,"  "Subsections,"  "Paragraphs," and other subdivisions without reference
to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

         (iv)     a reference to a Subsection  without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

         (v)      the words  "herein,"  "hereof,"  "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision; and

         (vi)     the term "include" or "including" shall mean without limitation by reason of enumeration.

         Section 11.09.  Reproduction of Documents.

         This Agreement and all documents  relating hereto,  including,  without  limitation,  (i) consents,  waivers and modifications
which may hereafter be executed,  (ii) documents  received by any party at the closing,  and (iii) financial  statements,  certificates
and other information previously or hereafter furnished,  may be reproduced by any photographic,  photostatic,  microfilm,  micro-card,
miniature  photographic or other similar process.  The parties agree that any such reproduction  shall be admissible in evidence as the
original  itself in any judicial or  administrative  proceeding,  whether or not the  original is in existence  and whether or not such
reproduction  was made by a party in the regular course of business,  and that any  enlargement,  facsimile or further  reproduction of
such reproduction shall likewise be admissible in evidence.

         Section 11.10.  Confidentiality of Information.

         Each party recognizes  that, in connection with this Agreement,  it may become privy to non-public  information  regarding the
financial  condition,  operations  and  prospects of the other party.  Except as required to be disclosed by law,  each party agrees to
keep all non-public  information  regarding the other party strictly  confidential,  and to use all such information solely in order to
effectuate the purpose of this Agreement.

         Section 11.11.  Assignment by the Owner.

         The Owner shall have the right,  without the consent of the  Servicer  hereof,  to assign,  in whole or in part,  its interest
under this  Agreement with respect to some or all of the Mortgage  Loans,  and designate any person to exercise any rights of the Owner
hereunder,  by executing an assignment  and  assumption  agreement  reasonably  acceptable to the Servicer and the assignee or designee
shall accede to the rights and  obligations  hereunder of the Owner with respect to such Mortgage  Loans.  In no event shall Owner sell
a partial  interest in any Mortgage Loan.  All  references to the Owner in this  Agreement  shall be deemed to include its assignees or
designees.  It is  understood  and agreed  between the Owners and the Servicer  that no more than five (5) Persons shall have the right
of owner under this Agreement at any one time.

         Section 11.12.  No Partnership.

         Nothing herein contained shall be deemed or construed to create a  co-partnership  or joint venture between the parties hereto
and the services of the Servicer shall be rendered as an independent contractor and not as agent for Owner.

         Section 11.13.  Execution, Successors and Assigns.

         This  Agreement may be executed in one or more  counterparts  and by the different  parties  hereto on separate  counterparts,
each of which, when so executed,  shall be deemed to be an original;  such  counterparts,  together,  shall constitute one and the same
agreement.  Subject to Section 8.05,  this  Agreement  shall inure to the benefit of and be binding upon the Servicer and the Owner and
their respective successors and assigns.

         Section 11.14.  Entire Agreement.

         Each of the Servicer and the Owner  acknowledge that no  representations,  agreements or promises were made to it by the other
party or any of its employees other than those  representations,  agreements or promises specifically  contained herein. This Agreement
sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties.

         Section 11.15. Use of Subservicers and Subcontractors.

         (a)      The Servicer shall not hire or otherwise  utilize the services of any  Subservicer to fulfill any of the  obligations
of the Servicer as servicer under this Agreement or any  Reconstitution  Agreement unless the Servicer  complies with the provisions of
paragraph  (b) of this  Section.  The Servicer  shall not hire or otherwise  utilize the services of any  Subcontractor,  and shall not
permit any  Subservicer  to hire or otherwise  utilize the servicers of any  Subcontractor,  to fulfill any of the  obligations  of the
Servicer as servicer  under this  Agreement  or any  Reconstitution  Agreement  unless the Servicer  complies  with the  provisions  of
paragraph  (d) of this  Section.  The  Servicer  must  notify  the Owner,  the  Master  Servicer  and any  Depositor  in writing of any
affiliations or relationships that develop following the closing date between the Servicer or any Subservicer.

         (b)      The Servicer shall cause any Subservicer  used by the Servicer (or by any  Subservicer)  for the benefit of the Owner
and any Depositor to comply with the provisions of this Section and with clauses (g) and (j) of Article III,  Sections  6.04,  6.09 and
10.02 of this  Agreement  to the same extent as if such  Subservicer  were the Owner,  and to provide  the  information  required  with
respect to such  Subservicer  under Section  3.01(i) of this  Agreement.  The Servicer  shall be  responsible  for obtaining  from each
Subservicer  and  delivering to the Owner,  the Master  Servicer and any Depositor  any Annual  Statement of Compliance  required to be
delivered by such Subservicer  under Section 6.04(a),  any Assessment of Compliance and Attestation  Report required to be delivered by
such Subservicer under Section 6.09, any Annual  Certification  required under Section 6.04(b), any Additional Form 10-D Disclosure and
any Form 8-K Disclosure Information, as and when required to be delivered.

         (c)      The Servicer  shall  promptly  upon request  provide to the Owner,  the Master  Servicer  and any  Depositor  (or any
designee of the Depositor,  such as an  administrator)  a written  description (in form and substance  satisfactory  to the Owner,  the
Master  Servicer and such  Depositor)  of the role and  function of each  Subcontractor  utilized by the  Servicer or any  Subservicer,
specifying  (i) the  identity  of each  such  Subcontractor,  (ii)  which (if any) of such  Subcontractors  are  "participating  in the
servicing  function"  within the meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the meaning of Item 1122 of  Regulation  AB, the  Servicer  shall cause any such  Subcontractor  used by the Servicer (or by any
Subservicer)  for the  benefit  of the Owner and any  Depositor  to  comply  with the  provisions  of  Sections  6.07 and 10.02 of this
Agreement to the same extent as if such  Subcontractor  were the Servicer.  The Servicer shall be  responsible  for obtaining from each
Subcontractor  and  delivering  to the  Owner  and any  Depositor  any  Assessment  of  Compliance  and  Attestation  Report  and other
certificates  required to be delivered by such  Subservicer  and such  Subcontractor  under Section 6.09 (and any Annual  Certification
required under Section 6.09(b)), in each case as and when required to be delivered.

         11.16.   Third Party Beneficiary

         For purposes of this  Agreement,  each Master  Servicer  shall be  considered  a third party  beneficiary  to this  Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.




         IN WITNESS  WHEREOF,  the  Servicer  and the Owner have caused their names to be signed  hereto by their  respective  officers
thereunto duly authorized as of the date and year first above written.





                                      EMC MORTGAGE CORPORATION
                                      Servicer

                                      By:

                                      Name:
                                      Title:



                                      STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                                      Owner


                                            By:________________________________________

                                            Name:

                                            Title:




                                                               EXHIBIT A

                                                        MORTGAGE LOAN SCHEDULE




                                                               EXHIBIT B

                                                  CUSTODIAL ACCOUNT LETTER AGREEMENT
                                                                (date)


To:______________________
_________________________
_________________________
       (the "Depository")

         As "Servicer"  under the Servicing  Agreement,  dated as of July 1, 2006, (the  "Agreement"),  we hereby authorize and request
you to establish an account,  as a Custodial  Account  pursuant to Section 4.04 of the  Agreement,  to be designated as "BSALTA  2006-5
Custodial  Account,  in trust for SAMI II, Owner of Whole Loan Mortgages,  and various  Mortgagors."  All deposits in the account shall
be subject to  withdrawal  therefrom by order  signed by the  Servicer.  You may refuse any deposit  which would result in violation of
the  requirement  that the account be fully insured as described  below.  This letter is submitted to you in duplicate.  Please execute
and return one original to us.


                          By:____________________

                          Name:__________________

                          Title:_________________

         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                          [                  ]

                          (name of Depository)

                          By:____________________

                          Name:__________________

                          Title:_________________




                                                               EXHIBIT C

                                                    ESCROW ACCOUNT LETTER AGREEMENT

                                                                (date)

To:___________________________
______________________________
______________________________
            (the "Depository")


         As "Servicer" under the Servicing Agreement,  dated as of [______] 1, 2006 (the "Agreement"),  we hereby authorize and request
you to establish an account,  as an Escrow  Account  pursuant to Section 4.06 of the  Agreement,  to be  designated  as "BSALTA  2006-5
Escrow Account,  in trust for SAMI II, Owner of Whole Loan  Mortgages,  and various  Mortgagors."  All deposits in the account shall be
subject to  withdrawal  therefrom by order signed by the  Servicer.  You may refuse any deposit  which would result in violation of the
requirement  that the account be fully insured as described  below.  This letter is submitted to you in duplicate.  Please  execute and
return one original to us.


                          By:____________________

                          Name:__________________

                          Title:_________________

         The  undersigned,  as  "Depository",  hereby  certifies that the above described  account has been  established  under Account
Number  __________,  at the office of the  depository  indicated  above,  and agrees to honor  withdrawals  on such account as provided
above.  The full amount deposited at any time in the account will be insured up to applicable  limits by the Federal Deposit  Insurance
Corporation through the Bank Insurance Fund or the Savings Association  Insurance Fund or will be invested in Permitted  Investments as
defined in the Agreement.

                          [                  ]

                          (name of Depository)

                          By:____________________

                          Name:__________________

                          Title:_________________




                                                               EXHIBIT D

                                                   REQUEST FOR RELEASE OF DOCUMENTS

         To:      Wells Fargo Bank, National Association

                  1015 10th Avenue S.E.

                  Mpls., MN  55414

                  Attn:  ________________


         Re:      Custodial  Agreement dated as of November 30, 1999, between EMC Mortgage  Corporation and Wells Fargo Bank,  National
                  Association, as Custodian

         In  connection  with the  administration  of the  Mortgage  Loans  held by you as  Custodian  for the  Owner  pursuant  to the
above-captioned  Custody Agreement,  we request the release,  and hereby acknowledge  receipt, of the Custodian's Mortgage File for the
Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

         Reason for Requesting Documents (check one):

         _______           1.       Mortgage Paid in Full

         _______           2.       Foreclosure

         _______           3.       Substitution

         _______           4.       Other Liquidation (Repurchases, etc.)

         _______           5.       Nonliquidation  [Reason:_______________________________]

         Address to which Custodian should

         Deliver the Custodian's Mortgage File:
         __________________________________________


         __________________________________________


         __________________________________________



By:________________________________________

                       (authorized signer)

Issuer:____________________________________

Address:___________________________________
        ___________________________________

Date:______________________________________



Custodian

         Wells Fargo Bank, National Association


         Please acknowledge the execution of the above request by your signature and date below:


         ____________________________________                  _________________

         Signature                                                     Date


         Documents returned to Custodian:


         ____________________________________                  _________________

         Custodian                                                     Date





                                                      EXHIBIT E

                                           REPORTING DATA FOR MONTHLY REPORT

                                        Standard File Layout - Master Servicing
---------------------------------------------------------------------------------------------------------------------------------------------------------
           Column Name                                   Description                           Decimal                Format Comment            Max Size
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SER_INVESTOR_NBR                    A value  assigned by the Servicer to define a group of                  Text up to 10 digits                   20
                                    loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
LOAN_NBR                            A  unique  identifier  assigned  to  each  loan by the                  Text up to 10 digits                   10
                                    investor.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERVICER_LOAN_NBR                   A unique  number  assigned to a loan by the  Servicer.                  Text up to 10 digits                   10
                                    This may be different than the LOAN_NBR.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
BORROWER_NAME                       The borrower  name as received in the file.  It is not                  Maximum length of 30 (Last, First)     30
                                    separated by first and last name.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_PAY_AMT                       Scheduled  monthly  principal and  scheduled  interest        2         No commas(,) or dollar signs ($)       11
                                    payment  that a  borrower  is  expected  to  pay,  P&I
                                    constant.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NOTE_INT_RATE                       The loan interest rate as reported by the Servicer.           4         Max length of 6                        6
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NET_INT_RATE                        The loan  gross  interest  rate less the  service  fee        4         Max length of 6                        6
                                    rate as reported by the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_FEE_RATE                       The  servicer's fee rate for a loan as reported by the        4         Max length of 6                        6
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_FEE_AMT                        The  servicer's  fee amount for a loan as  reported by        2         No commas(,) or dollar signs ($)       11
                                    the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NEW_PAY_AMT                         The  new  loan  payment  amount  as  reported  by  the        2         No commas(,) or dollar signs ($)       11
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NEW_LOAN_RATE                       The new loan rate as reported by the Servicer.                4         Max length of 6                        6
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ARM_INDEX_RATE                      The  index  the  Servicer  is  using  to  calculate  a        4         Max length of 6                        6
                                    forecasted rate.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_BEG_PRIN_BAL                   The  borrower's   actual  principal   balance  at  the        2         No commas(,) or dollar signs ($)       11
                                    beginning of the processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_END_PRIN_BAL                   The borrower's  actual principal balance at the end of        2         No commas(,) or dollar signs ($)       11
                                    the processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
BORR_NEXT_PAY_DUE_DATE              The  date  at the end of  processing  cycle  that  the                  MM/DD/YYYY                             10
                                    borrower's  next  payment is due to the  Servicer,  as
                                    reported by Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_1                     The first curtailment amount to be applied.                   2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_1                    The   curtailment   date  associated  with  the  first                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_ AMT_1                     The  curtailment  interest  on the  first  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_2                     The second curtailment amount to be applied.                  2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_2                    The  curtailment   date  associated  with  the  second                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_ AMT_2                     The  curtailment  interest  on the second  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_3                     The third curtailment amount to be applied.                   2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_3                    The   curtailment   date  associated  with  the  third                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_AMT_3                      The  curtailment  interest  on the  third  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PIF_AMT                             The loan  "paid in full"  amount  as  reported  by the        2         No commas(,) or dollar signs ($)       11
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PIF_DATE                            The paid in full date as reported by the Servicer.                      MM/DD/YYYY                             10
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
                                                                                                            Action  Code  Key:  15=Bankruptcy,     2
                                                                                                            30=Foreclosure,      ,     60=PIF,
                                    The  standard  FNMA  numeric code used to indicate the                  63=Substitution,
ACTION_CODE                         default/delinquent status of a particular loan.                         65=Repurchase,70=REO
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
INT_ADJ_AMT                         The amount of the interest  adjustment  as reported by        2         No commas(,) or dollar signs ($)       11
                                    the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SOLDIER_SAILOR_ADJ_AMT              The  Soldier   and  Sailor   Adjustment   amount,   if        2         No commas(,) or dollar signs ($)       11
                                    applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NON_ADV_LOAN_AMT                    The Non Recoverable Loan Amount, if applicable.               2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
LOAN_LOSS_AMT                       The amount  the  Servicer  is  passing  as a loss,  if        2         No commas(,) or dollar signs ($)       11
                                    applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_BEG_PRIN_BAL                  The scheduled  outstanding principal amount due at the        2         No commas(,) or dollar signs ($)       11
                                    beginning  of the cycle  date to be passed  through to
                                    investors.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_END_PRIN_BAL                  The  scheduled  principal  balance due to investors at        2         No commas(,) or dollar signs ($)       11
                                    the end of a processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_PRIN_AMT                      The  scheduled  principal  amount as  reported  by the        2         No commas(,) or dollar signs ($)       11
                                    Servicer for the current cycle -- only  applicable for
                                    Scheduled/Scheduled Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_NET_INT                       The scheduled  gross interest  amount less the service        2         No commas(,) or dollar signs ($)       11
                                    fee amount for the  current  cycle as  reported by the
                                    Servicer -- only  applicable  for  Scheduled/Scheduled
                                    Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_PRIN_AMT                       The actual  principal amount collected by the Servicer        2         No commas(,) or dollar signs ($)       11
                                    for the  current  reporting  cycle -- only  applicable
                                    for Actual/Actual Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
                                    The actual gross interest  amount less the service fee
                                    amount for the current  reporting cycle as reported by
ACTL_NET_INT                        the  Servicer  -- only  applicable  for  Actual/Actual        2         No commas(,) or dollar signs ($)       11
                                    Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PREPAY_PENALTY_ AMT                 The penalty  amount  received when a borrower  prepays        2         No commas(,) or dollar signs ($)       11
                                    on his loan as reported by the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PREPAY_PENALTY_ WAIVED              The  prepayment  penalty amount for the loan waived by        2         No commas(,) or dollar signs ($)       11
                                    the servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
MOD_DATE                            The  Effective  Payment Date of the  Modification  for                  MM/DD/YYYY                             10
                                    the loan.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
MOD_TYPE                            The Modification Type.                                                  Varchar  - value  can be  alpha or     30
                                                                                                            numeric
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
DELINQ_P&I_ADVANCE_AMT              The  current   outstanding   principal   and  interest        2         No commas(,) or dollar signs ($)       11
                                    advances made by Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------


                                                               EXHIBIT F

                                                  REPORTING DATA FOR DEFAULTED LOANS

                                               Standard File Layout – Delinquency Reporting

(1)            Column/Header             (2)            Description    (3)                                           Decimal                      (4)          Format Comment
__________________________________________________________________________________________________________________________________________________________________________________
(5)            SERVICER_LOAN_NBR         (6)            A unique  number  assigned to a loan by   (7)                                             (8)
                                                        the  Servicer.  This  may be  different
                                                        than the LOAN_NBR

(9)            LOAN_NBR                  (10)           A unique  identifier  assigned  to each   (11)                                            (12)
                                                        loan by the originator.

(13)           CLIENT_NBR                (14)           Servicer Client Number                    (15)                                            (16)

(17)           SERV_INVESTOR_NBR         (18)           Contains  a unique  number as  assigned   (19)                                            (20)
                                                        by an  external  servicer to identify a
                                                        group of loans in their system.

(21)           BORROWER_FIRST_NAME       (22)           First Name of the Borrower.               (23)                                            (24)

(25)           BORROWER_LAST_NAME        (26)           Last name of the borrower.                (27)                                            (28)

(29)           PROP_ADDRESS              (30)           Street Name and Number of Property        (31)                                            (32)

(33)           PROP_STATE                (34)           The state where the  property located.    (35)                                            (36)

(37)           PROP_ZIP                  (38)           Zip code where the property is located.   (39)                                            (40)

(41)           BORR_NEXT_PAY_DUE_DATE    (42)           The  date  that  the  borrower's   next   (43)                                            (44)           MM/DD/YYYY
                                                        payment is due to the  servicer  at the
                                                        end of  processing  cycle,  as reported
                                                        by Servicer.

(45)           LOAN_TYPE                 (46)           Loan Type (i.e. FHA, VA, Conv)            (47)                                            (48)

(49)           BANKRUPTCY_FILED_DATE     (50)           The date a particular  bankruptcy claim   (51)                                            (52)           MM/DD/YYYY
                                                        was filed.

(53)           BANKRUPTCY_CHAPTER_CODE   (54)           The chapter under which the  bankruptcy   (55)                                            (56)
                                                        was filed.

(57)           BANKRUPTCY_CASE_NBR       (58)           The case  number  assigned by the court   (59)                                            (60)
                                                        to the bankruptcy filing.

(61)           POST_PETITION_DUE_DATE    (62)           The   payment   due   date   once   the   (63)                                            (64)           MM/DD/YYYY
                                                        bankruptcy  has  been  approved  by the
                                                        courts

(65)                                     (66)           The  Date  The  Loan  Is  Removed  From   (67)                                            (68)           MM/DD/YYYY
               BANKRUPTCY_DCHRG_DISM_DATE               Bankruptcy.    Either   by   Dismissal,
                                                        Discharged  and/or a Motion  For Relief
                                                        Was Granted.

(69)           LOSS_MIT_APPR_DATE        (70)           The  Date  The  Loss   Mitigation   Was   (71)                                            (72)           MM/DD/YYYY
                                                        Approved By The Servicer

(73)           LOSS_MIT_TYPE             (74)           The  Type Of Loss  Mitigation  Approved   (75)                                            (76)
                                                        For A Loan Such As;

(77)           LOSS_MIT_EST_COMP_DATE    (78)           The Date The Loss  Mitigation  /Plan Is   (79)                                            (80)           MM/DD/YYYY
                                                        Scheduled To End/Close

(81)           LOSS_MIT_ACT_COMP_DATE    (82)           The  Date  The   Loss   Mitigation   Is   (83)                                            (84)           MM/DD/YYYY
                                                        Actually Completed

(85)           FRCLSR_APPROVED_DATE      (86)           The  date DA Admin  sends a  letter  to   (87)                                            (88)           MM/DD/YYYY
                                                        the  servicer  with   instructions   to
                                                        begin foreclosure proceedings.

(89)           ATTORNEY_REFERRAL_DATE    (90)           Date File Was  Referred  To Attorney to   (91)                                            (92)           MM/DD/YYYY
                                                        Pursue Foreclosure

(93)           FIRST_LEGAL_DATE          (94)           Notice  of  1st   legal   filed  by  an   (95)                                            (96)           MM/DD/YYYY
                                                        Attorney in a Foreclosure Action

(97)                                     (98)           The  date by which a  foreclosure  sale   (99)                                            (100)          MM/DD/YYYY
               FRCLSR_SALE_EXPECTED_DATE                is expected to occur.

(101)          FRCLSR_SALE_DATE          (102)          The  actual  date  of  the  foreclosure   (103)                                           (104)          MM/DD/YYYY
                                                        sale.

(105)          FRCLSR_SALE_AMT           (106)          The amount a  property  sold for at the   (107)                        2                  (108)          No   commas(,)   or   dollar
                                                        foreclosure sale.
                                                                                 signs ($)
(109)          EVICTION_START_DATE       (110)          The   date   the   servicer   initiates   (111)                                           (112)          MM/DD/YYYY
                                                        eviction of the borrower.

(113)          EVICTION_COMPLETED_DATE   (114)          The  date  the  court   revokes   legal   (115)                                           (116)          MM/DD/YYYY
                                                        possession  of the  property  from  the
                                                        borrower.

(117)          LIST_PRICE                (118)          The price at which an REO  property  is   (119)                        2                  (120)          No   commas(,)   or   dollar
                                                        marketed.                                                                                                signs ($)

(121)          LIST_DATE                 (122)          The date an REO  property  is listed at   (123)                                           (124)          MM/DD/YYYY
                                                        a particular price.

(125)          OFFER_AMT                 (126)          The  dollar  value of an  offer  for an   (127)                        2                  (128)          No   commas(,)   or   dollar
                                                        REO property.                                                                                            signs ($)

(129)          OFFER_DATE_TIME           (130)          The  date an offer  is  received  by DA   (131)                                           (132)          MM/DD/YYYY
                                                        Admin or by the Servicer.

(133)          REO_CLOSING_DATE          (134)          The date  the REO sale of the  property   (135)                                           (136)          MM/DD/YYYY
                                                        is scheduled to close.

(137)          REO_ACTUAL_CLOSING_DATE   (138)          Actual Date Of REO Sale                   (139)                                           (140)          MM/DD/YYYY

(141)          OCCUPANT_CODE             (142)          Classification  of how the  property is   (143)                                           (144)
                                                        occupied.

(145)          PROP_CONDITION_CODE       (146)          A code that  indicates the condition of   (147)                                           (148)
                                                        the property.

(149)          PROP_INSPECTION_DATE      (150)          The  date  a  property   inspection  is   (151)                                           (152)          MM/DD/YYYY
                                                        performed.

(153)          APPRAISAL_DATE            (154)          The date the appraisal was done.          (155)                                           (156)          MM/DD/YYYY
(157)          CURR_PROP_VAL             (158)          The  current  "as  is"  value  of  the    (159)                        2                  (160)
                                                        property   based   on   brokers   price
                                                        opinion or appraisal.

(161)          REPAIRED_PROP_VAL         (162)          The amount the property  would be worth   (163)                        2                  (164)
                                                        if repairs are completed  pursuant to a
                                                        broker's price opinion or appraisal.

(165)          If applicable:            (166)                                                    (167)                                           (168)

(169)          DELINQ_STATUS_CODE        (170)          FNMA Code Describing Status of Loan       (171)                                           (172)

(173)          DELINQ_REASON_CODE        (174)          The   circumstances   which   caused  a   (175)                                           (176)

                                                        borrower  to  stop  paying  on a  loan.
                                                        Code  indicates the reason why the loan
                                                        is in default for this cycle.

(177)          MI_CLAIM_FILED_DATE       (178)          Date  Mortgage   Insurance   Claim  Was   (179)                                           (180)          MM/DD/YYYY
                                                        Filed With Mortgage Insurance Company.

(181)          MI_CLAIM_AMT              (182)          Amount  of  Mortgage   Insurance  Claim   (183)                                           (184)          No   commas(,)   or   dollar
                                                        Filed                                                                                                    signs ($)

(185)          MI_CLAIM_PAID_DATE        (186)          Date   Mortgage    Insurance    Company   (187)                                           (188)          MM/DD/YYYY
                                                        Disbursed Claim Payment

(189)          MI_CLAIM_AMT_PAID         (190)          Amount Mortgage  Insurance Company Paid   (191)                        2                  (192)          No   commas(,)   or   dollar
                                                        On Claim                                                                                                 signs ($)

(193)          POOL_CLAIM_FILED_DATE     (194)          Date   Claim   Was   Filed   With  Pool   (195)                                           (196)          MM/DD/YYYY
                                                        Insurance Company

(197)          POOL_CLAIM_AMT            (198)          Amount   of  Claim   Filed   With  Pool   (199)                        2                  (200)          No   commas(,)   or   dollar
                                                        Insurance Company
                                                                                        signs ($)
(201)          POOL_CLAIM_PAID_DATE      (202)          Date  Claim Was  Settled  and The Check   (203)                                           (204)          MM/DD/YYYY
                                                        Was Issued By The Pool Insurer

(205)          POOL_CLAIM_AMT_PAID       (206)          Amount Paid On Claim By Pool  Insurance   (207)                        2                  (208)          No   commas(,)   or   dollar
                                                        Company                                                                                                  signs ($)

(209)                                    (210)          Date FHA Part A Claim  Was Filed  With    (211)                                           (212)          MM/DD/YYYY
               FHA_PART_A_CLAIM_FILED_DATE              HUD
(213)          FHA_PART_A_CLAIM_AMT      (214)          Amount of FHA Part A Claim Filed          (215)                        2                  (216)          No   commas(,)   or   dollar
                                                                                                                                                                 signs ($)

(217)                                    (218)          Date  HUD   Disbursed   Part  A  Claim    (219)                                           (220)          MM/DD/YYYY
               FHA_PART_A_CLAIM_PAID_DATE               Payment

(221)                                    (222)          Amount HUD Paid on Part A Claim           (223)                        2                  (224)          No   commas(,)   or   dollar
               FHA_PART_A_CLAIM_PAID_AMT                                                                                                                         signs ($)

(225)                                    (226)          Date  FHA Part B Claim Was Filed With     (227)                                           (228)          MM/DD/YYYY
               FHA_PART_B_CLAIM_FILED_DATE              HUD

(229)          FHA_PART_B_CLAIM_AMT      (230)          Amount of FHA Part B Claim Filed          (231)                        2                  (232)          No   commas(,)   or   dollar
                                                                                                                                                                 signs ($)

(233)                                    (234)          Date  HUD  Disbursed  Part  B  Claim      (235)                                           (236)          MM/DD/YYYY
               FHA_PART_B_CLAIM_PAID_DATE               Payment

(237)                                    (238)          Amount HUD Paid on Part B Claim           (239)                        2                  (240)          No   commas(,)   or   dollar
               FHA_PART_B_CLAIM_PAID_AMT                                                                                                                         signs ($)

(241)          VA_CLAIM_FILED_DATE       (242)          Date  VA  Claim  Was  Filed  With  the    (243)                                           (244)          MM/DD/YYYY
                                                        Veterans Admin

(245)          VA_CLAIM_PAID_DATE        (246)          Date  Veterans  Admin.   Disbursed  VA    (247)                                           (248)          MM/DD/YYYY
                                                        Claim Payment

(249)          VA_CLAIM_PAID_AMT         (250)          Amount  Veterans  Admin.  Paid  on  VA    (251)                        2                  (252)          No   commas(,)   or   dollar
                                                        Claim                                                                                                    signs ($)


Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept  alternative  Loss Mitigation Types to those above,  provided that they are consistent with industry
standards.  If Loss  Mitigation  Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                      029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                       030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------


Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------




                                                                   EXHIBIT G

                                                         FORM OF SERVICER CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  COMPANY]  (the  "Company"),  certify  to  [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

         I have reviewed the servicer  compliance  statement of the Company provided in accordance with Item 1123 of Regulation AB (the
"Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing  criteria set forth in Item 1122(d)
of Regulation AB (the  "Servicing  Criteria"),  provided in accordance  with Rules 13a-18 and 15d-18 under  Securities  Exchange Act of
1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing  Assessment"),  the registered  public  accounting
firm's  attestation  report  provided  in  accordance  with Rules  13a-18 and 15d-18  under the  Exchange  Act and  Section  1122(b) of
Regulation AB (the "Attestation  Report"),  and all servicing  reports,  Officer's  Certificates and other information  relating to the
servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the  [Depositor]  [Master  Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company Servicing Information");

         Based on my  knowledge,  the Company  Servicing  Information,  taken as a whole,  does not contain any untrue  statement  of a
material fact or omit to state a material fact necessary to make the  statements  made, in the light of the  circumstances  under which
such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

         Based on my knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the Agreement
has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

         I am  responsible  for reviewing the  activities  performed by the Company as servicer  under the  Agreement,  and based on my
knowledge  and the  compliance  review  conducted in  preparing  the  Compliance  Statement  and except as disclosed in the  Compliance
Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under the Agreement in all
material respects; and

         The Compliance  Statement  required to be delivered by the Company  pursuant to this Agreement,  and the Servicing  Assessment
and  Attestation  Report required to be provided by the Company and by any  Subservicer  and  Subcontractor  pursuant to the Agreement,
have been provided to the [Depositor]  [Master Servicer].  Any material instances of noncompliance  described in such reports have been
disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.




                                                               EXHIBIT H

                                                       SUMMARY OF REGULATION AB
                                                          SERVICING CRITERIA

         NOTE: This Exhibit H is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the
terms of this Exhibit H and the text of Regulation AB, the text of Regulation AB, its adopting  release and other public  statements of
the SEC shall control.

Item 1122(d)

(e)      General servicing considerations.

        (1)      Policies and procedures are instituted to monitor any  performance or other triggers and events of default in accordance  with
the transaction agreements.

        (2)      If any material  servicing  activities are outsourced to third parties,  policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.

        (3)      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

        (4)      A fidelity bond and errors and omissions policy is in effect on the party  participating in the servicing function  throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

(f)      Cash collection and administration.

        (1)      Payments on mortgage loans are deposited into the  appropriate  custodial bank accounts and related bank clearing  accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.

        (2)      Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

        (3)      Advances of funds or guarantees  regarding  collections,  cash flows or distributions,  and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.

        (4)      The  related  accounts  for  the  transaction,   such  as  cash  reserve  accounts  or  accounts  established  as  a  form  of
overcollateralization,  are  separately  maintained  (e.g.,  with  respect  to  commingling  of cash) as set  forth in the  transaction
agreements.

        (5)      Each  custodial  account  is  maintained  at a  federally  insured  depository  institution  as set  forth in the  transaction
agreements.  For  purposes  of this  criterion,  "federally  insured  depository  institution"  with  respect  to a  foreign  financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

        (6)      Unissued checks are safeguarded so as to prevent unauthorized access.

        (7)      Reconciliations  are prepared on a monthly basis for all asset-backed  securities related bank accounts,  including  custodial
accounts and related bank clearing accounts.  These  reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar
days after the bank  statement  cutoff date, or such other number of days  specified in the  transaction  agreements;  (C) reviewed and
approved by someone other than the person who prepared the  reconciliation;  and (D) contain  explanations for reconciling items. These
reconciling  items are resolved  within 90 calendar days of their  original  identification,  or such other number of days specified in
the transaction agreements.

(g)      Investor remittances and reporting.

        (1)      Reports to investors,  including  those to be filed with the  Commission,  are maintained in accordance  with the  transaction
agreements  and applicable  Commission  requirements.  Specifically,  such reports (A) are prepared in accordance  with  timeframes and
other terms set forth in the transaction  agreements;  (B) provide information calculated in accordance with the terms specified in the
transaction  agreements;  (C) are filed with the Commission as required by its rules and regulations;  and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.

        (2)      Amounts due to investors are allocated and remitted in accordance with timeframes,  distribution  priority and other terms set
forth in the transaction agreements.

        (3)      Disbursements  made to an investor are posted  within two business  days to the  Servicer's  investor  records,  or such other
number of days specified in the transaction agreements.

        (4)      Amounts remitted to investors per the investor  reports agree with cancelled  checks,  or other form of payment,  or custodial
bank statements.

(h)      Mortgage Loan administration.

        (1)      Collateral  or security on mortgage  loans is maintained as required by the  transaction  agreements or related  mortgage loan
documents.

        (2)      Mortgage loan and related documents are safeguarded as required by the transaction agreements.

        (3)      Any additions,  removals or substitutions to the asset pool are made,  reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.

        (4)      Payments on mortgage loans,  including any payoffs,  made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records  maintained no more than two business days after receipt,  or such other number of days specified in the
transaction  agreements,  and allocated to principal,  interest or other items (e.g.,  escrow) in accordance with the related  mortgage
loan documents.

        (5)      The Servicer's  records  regarding the mortgage loans agree with the  Servicer's  records with respect to an obligor's  unpaid
principal balance.

        (6)      Changes with respect to the terms or status of an obligor's  mortgage loans (e.g., loan  modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.

        (7)      Loss mitigation or recovery actions (e.g.,  forbearance  plans,  modifications and deeds in lieu of foreclosure,  foreclosures
and  repossessions,  as applicable)  are  initiated,  conducted and concluded in accordance  with the timeframes or other  requirements
established by the transaction agreements.

        (8)      Records  documenting  collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction  agreements.  Such records are maintained on at least a monthly basis,  or such other period  specified in the  transaction
agreements,  and describe the entity's activities in monitoring delinquent mortgage loans including,  for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

        (9)      Adjustments  to interest  rates or rates of return for mortgage  loans with variable  rates are computed  based on the related
mortgage loan documents.

        (10)     Regarding any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds are analyzed,  in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction  agreements;  (B)
interest on such funds is paid, or credited,  to obligors in accordance  with  applicable  mortgage loan  documents and state laws; and
(C) such funds are returned to the obligor  within 30 calendar  days of full  repayment of the related  mortgage  loans,  or such other
number of days specified in the transaction agreements.

        (11)     Payments  made on behalf of an  obligor  (such as tax or  insurance  payments)  are made on or before the  related  penalty or
expiration dates, as indicated on the appropriate  bills or notices for such payments,  provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

        (12)     Any late payment  penalties  in  connection  with any payment to be made on behalf of an obligor are paid from the  Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.

        (13)     Disbursements  made on behalf of an obligor are posted  within two business days to the  obligor's  records  maintained by the
Servicer, or such other number of days specified in the transaction agreements.

        (14)     Delinquencies,  charge-offs  and  uncollectable  accounts are  recognized  and  recorded in  accordance  with the  transaction
agreements.

        (15)     Any external  enhancement  or other  support,  identified in Item  1114(a)(1)  through (3) or Item 1115 of  Regulation AB,  is
maintained as set forth in the transaction agreements.






                                                               EXHIBIT I

                                           SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

         NOTE: This Exhibit I is provided for convenience of reference  only. In the event of a conflict or  inconsistency  between the
terms of this Exhibit I and the text of Regulation AB, the text of Regulation AB, its adopting  release and other public  statements of
the SEC shall control.

         Item 1108(b) and (c)

         Provide the following  information with respect to each servicer that will service,  including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:

         -a description of the Owner's form of organization;

         -a  description  of how long the  Servicer  has been  servicing  residential  mortgage  loans;  a  general  discussion  of the
Servicer's  experience in servicing  assets of any type as well as a more  detailed  discussion of the  Servicer's  experience  in, and
procedures for the servicing function it will perform under this Agreement and any  Reconstitution  Agreements;  information  regarding
the size,  composition  and  growth of the  Servicer's  portfolio  of  mortgage  loans of the type  similar to the  Mortgage  Loans and
information  on factors  related to the  Servicer  that may be material to any analysis of the  servicing of the Mortgage  Loans or the
related  asset-backed  securities,  as applicable,  including whether any default or servicing related performance trigger has occurred
as to any other  securitization  due to any act or failure to act of the Servicer,  whether any material  noncompliance with applicable
servicing  criteria as to any other  securitization  has been disclosed or reported by the Servicer,  and the extent of outsourcing the
Servicer uses;

         -a description  of any material  changes to the  Servicer's  policies or procedures in the servicing  function it will perform
under this  Agreement and any  Reconstitution  Agreements  for mortgage loans of the type similar to the Mortgage Loans during the past
three years;

         -information  regarding the Servicer's  financial condition to the extent that there is a material risk that the effect on one
or more  aspects  of  servicing  resulting  from such  financial  condition  could  have a material  impact on the  performance  of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;

         -any  special or unique  factors  involved in  servicing  loans of the same type as the  Mortgage  Loans,  and the  Servicer's
processes and procedures designed to address such factors;

         -statistical  information  regarding  principal  and interest  advances  made by the  Servicer on the  Mortgage  Loans and the
Servicer's overall servicing portfolio for the past three years; and

         -the Owner's process for handling  delinquencies,  losses,  bankruptcies  and recoveries,  such as through  liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.

Item 1117

         -describe any legal proceedings  pending against the Servicer or against any of its property,  including any proceedings known
to be  contemplated  by  governmental  authorities,  that may be material to the holders of the securities  issued in the  Pass-Through
Transfer.

         Item 1119(a)


         -describe  any  affiliations  of the  Servicer,  each other  originator of the Mortgage  Loans and each  Subservicer  with the
sponsor,  depositor,  issuing entity,  trustee, any originator,  any other servicer,  any significant  obligor,  enhancement or support
provider or any other material parties related to the Pass-Through Transfer.

         Item 1119(b)


         -describe  any  business  relationship,  agreement,  arrangement,  transaction  or  understanding  entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length  transaction with an unrelated third party,  apart
from the  Pass-Through  Transfer,  between the Servicer,  each other  originator of the Mortgage Loans and each  Subservicer,  or their
respective  affiliates,  and the sponsor,  depositor or issuing entity or their  respective  affiliates,  that exists  currently or has
existed  during  the past two  years,  that may be  material  to the  understanding  of an  investor  in the  securities  issued in the
Pass-Through Transfer.

         Item 1119(c)


         -describe  any business  relationship,  agreement,  arrangement,  transaction  or  understanding  involving or relating to the
Mortgage  Loans or the  Pass-Through  Transfer,  including  the material  terms and  approximate  dollar amount  involved,  between the
Servicer, each other originator of the Mortgage Loans and each Subservicer,  or their respective affiliates and the sponsor,  depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.





                                                               EXHIBIT J

                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

                                                  SERVICING CRITERIA TO BE ADDRESSED
                                                      IN ASSESSMENT OF COMPLIANCE
                                                     (RMBS unless otherwise noted)

         Key:
         X - obligation


         Where there are multiple  checks for criteria the attesting  party will identify in their  management  assertion that they are
attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements.



--------------------- ---------------------------------------------------------------------------------------------- --------------
RegAB Reference                Servicing Criteria                                                                    Servicers
--------------------- ---------------------------------------------------------------------------------------------- --------------
                               General Servicing Considerations
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(i)         Policies and  procedures  are  instituted to monitor any  performance  or other  triggers and           X
                      events of default in accordance with the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(ii)        If  any  material  servicing  activities  are  outsourced  to  third  parties,  policies  and           X
                      procedures are instituted to monitor the third party's  performance  and compliance with such
                      servicing activities.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Any  requirements in the transaction  agreements to maintain a back-up  servicer for the Pool
1122(d)(1)(iii)       Assets are maintained.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(iv)        A fidelity bond and errors and omissions  policy is in effect on the party  participating  in           X
                      the servicing function  throughout the reporting period in the amount of coverage required by
                      and otherwise in accordance with the terms of the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Cash Collection and Administration
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(i)         Payments on pool assets are  deposited  into the  appropriate  custodial  bank  accounts  and           X
                      related bank clearing  accounts no more than two business  days  following  receipt,  or such
                      other number of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Disbursements  made via wire transfer on behalf of an obligor or to an investor are made only           X
1122(d)(2)(ii)        by authorized personnel.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Advances of funds or guarantees regarding collections,  cash flows or distributions,  and any           X
                      interest  or other fees  charged  for such  advances,  are made,  reviewed  and  approved  as
1122(d)(2)(iii)       specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      The  related  accounts  for the  transaction,  such  as cash  reserve  accounts  or  accounts           X
                      established  as a form of over  collateralization,  are  separately  maintained  (e.g.,  with
1122(d)(2)(iv)        respect to commingling of cash) as set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Each custodial  account is maintained at a federally  insured  depository  institution as set           X
                      forth in the  transaction  agreements.  For purposes of this  criterion,  "federally  insured
                      depository  institution"  with  respect to a foreign  financial  institution  means a foreign
                      financial  institution  that meets the  requirements  of Rule  13k-1(b)(1)  of the Securities
1122(d)(2)(v)         Exchange Act.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(vi)        Unissued checks are safeguarded so as to prevent unauthorized access.                                   X
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(vii)       Reconciliations are prepared on a monthly basis for all asset-backed  securities related bank           X
                      accounts,   including   custodial  accounts  and  related  bank  clearing   accounts.   These
                      reconciliations are (A) mathematically  accurate;  (B) prepared within 30 calendar days after
                      the bank  statement  cutoff date, or such other number of days  specified in the  transaction
                      agreements;  (C)  reviewed  and  approved by someone  other than the person who  prepared the
                      reconciliation;  and (D) contain  explanations for reconciling items. These reconciling items
                      are resolved within 90 calendar days of their original  identification,  or such other number
                      of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Investor Remittances and Reporting
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(3)(i)         Reports to investors,  including  those to be filed with the  Commission,  are  maintained in           X
                      accordance  with  the  transaction   agreements  and  applicable   Commission   requirements.
                      Specifically,  such reports (A) are prepared in accordance  with  timeframes  and other terms
                      set forth in the transaction  agreements;  (B) provide  information  calculated in accordance
                      with the terms specified in the transaction agreements;  (C) are filed with the Commission as
                      required  by its rules  and  regulations;  and (D) agree  with  investors'  or the  trustee's
                      records as to the total unpaid  principal  balance and number of Pool Assets  serviced by the
                      Servicer.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Amounts  due  to  investors  are  allocated  and  remitted  in  accordance  with  timeframes,           X
1122(d)(3)(ii)        distribution priority and other terms set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Disbursements  made to an investor  are posted  within two  business  days to the  Servicer's           X
1122(d)(3)(iii)       investor records, or such other number of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Amounts remitted to investors per the investor reports agree with cancelled  checks, or other           X
1122(d)(3)(iv)        form of payment, or custodial bank statements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Pool Asset Administration
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(i)         Collateral  or  security  on  pool  assets  is  maintained  as  required  by the  transaction           X
                      agreements or related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(ii)        Pool assets  and related documents are safeguarded as required by the transaction agreements            X
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(iii)       Any additions,  removals or substitutions  to the asset pool are made,  reviewed and approved           X
                      in accordance with any conditions or requirements in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(iv)        Payments on pool assets,  including  any payoffs,  made in  accordance  with the related pool           X
                      asset  documents are posted to the  Servicer's  obligor  records  maintained no more than two
                      business  days after  receipt,  or such other  number of days  specified  in the  transaction
                      agreements, and allocated to principal,  interest or other items (e.g., escrow) in accordance
                      with the related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      The  Servicer's  records  regarding  the pool assets agree with the  Servicer's  records with           X
1122(d)(4)(v)         respect to an obligor's unpaid principal balance.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Changes  with  respect  to the  terms or status  of an  obligor's  pool  assets  (e.g.,  loan           X
                      modifications  or  re-agings)  are made,  reviewed  and approved by  authorized  personnel in
1122(d)(4)(vi)        accordance with the transaction agreements and related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Loss mitigation or recovery  actions (e.g.,  forbearance  plans,  modifications  and deeds in           X
                      lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted
                      and concluded in accordance  with the  timeframes or other  requirements  established  by the
1122(d)(4)(vii)       transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(viii)      Records  documenting  collection  efforts  are  maintained  during the period a pool asset is           X
                      delinquent in accordance with the transaction  agreements.  Such records are maintained on at
                      least a monthly basis,  or such other period  specified in the  transaction  agreements,  and
                      describe  the  entity's  activities  in  monitoring  delinquent  pool assets  including,  for
                      example,  phone calls,  letters and payment  rescheduling plans in cases where delinquency is
                      deemed temporary (e.g., illness or unemployment).
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(ix)        Adjustments  to interest  rates or rates of return for pool assets  with  variable  rates are           X
                      computed based on the related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(x)         Regarding  any funds held in trust for an obligor (such as escrow  accounts):  (A) such funds           X
                      are analyzed,  in accordance with the obligor's pool asset  documents,  on at least an annual
                      basis,  or such other period  specified in the transaction  agreements;  (B) interest on such
                      funds is paid, or credited,  to obligors in accordance  with  applicable pool asset documents
                      and state laws;  and (C) such funds are  returned to the obligor  within 30 calendar  days of
                      full  repayment  of the related pool  assets,  or such other number of days  specified in the
                      transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Payments  made on behalf of an obligor  (such as tax or  insurance  payments)  are made on or           X
                      before the related  penalty or expiration  dates,  as indicated on the  appropriate  bills or
                      notices for such  payments,  provided  that such support has been received by the servicer at
                      least 30 calendar  days prior to these dates,  or such other number of days  specified in the
1122(d)(4)(xi)        transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Any late payment  penalties in connection with any payment to be made on behalf of an obligor           X
                      are paid from the  Servicer's  funds and not charged to the obligor,  unless the late payment
1122(d)(4)(xii)       was due to the obligor's error or omission.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Disbursements  made on behalf of an  obligor  are  posted  within  two  business  days to the           X
                      obligor's records  maintained by the servicer,  or such other number of days specified in the
1122(d)(4)(xiii)      transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Delinquencies,  charge-offs  and  uncollectible  accounts  are  recognized  and  recorded  in           X
1122(d)(4)(xiv)       accordance with the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
                      Any external enhancement or other support,  identified in Item 1114(a)(1) through (3) or Item
1122(d)(4)(xv)        1115 of Regulation AB, is maintained as set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------




                                                      [NAME OF OWNER] [NAME OF SUBSERVICER]


                                                     Date:    _________________________



                                                     By:      _________________________
                                                     Name:
                                                     Title:





                                                               EXHIBIT K

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE: Do not net or combine  items.  Show all expenses  individually  and all credits as separate line items.  Claim  packages
         are due within 90 days of  liquidation.  Late  submissions  may result in claims not being passed until the  following  month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


         The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:

         1.       The Actual Unpaid Principal Balance of the Mortgage Loan. For  documentation,  an Amortization  Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.

         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
                  payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
                  basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period

                     of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to
                     recover advances.

                  *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For  HUD/VA  loans,  use line  (18a) for Part  A/Initial  proceeds  and line  (18b) for Part  B/Supplemental
                           proceeds.

         Total Realized Loss (or Amount of Any Gain)
         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________


----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $_______________ (1)
         (2)  Interest accrued at Net Rate                                      _________________(2)
         (3)  Accrued Servicing Fees                                            _________________(3)
         (4)  Attorney's Fees                                                   _________________(4)
         (5)  Taxes (see page 2)                                                _________________(5)
         (6)  Property Maintenance                                              _________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         _________________(7)
         (8)  Utility Expenses                                                  _________________(8)
         (9)  Appraisal/BPO                                                     _________________(9)
         (10) Property Inspections                                              ________________(10)
         (11) FC Costs/Other Legal Expenses                                     ________________(11)
         (12) Other (itemize)                                                   ________________(12)
                  Cash for Keys__________________________                       ________________(12)
                  HOA/Condo Fees_______________________                         ________________(12)
                  ______________________________________                        ________________(12)

                  Total Expenses                                                $_______________(13)
         Credits:
         (14) Escrow Balance                                                    $_______________(14)
         (15) HIP Refund                                                        ________________(15)
         (16) Rental Receipts                                                   ________________(16)
         (17) Hazard Loss Proceeds                                              ________________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      ________________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                     $_______________(22)
         Total Realized Loss (or Amount of Gain)                                $_______________(23)


Escrow Disbursement Detail


----------------------------------------------------- --------------------------------------------------- ---------------------------------------------------- --------------------------------------------------- --------------------------------------------------- ------------------------------------------------------- -----------------------------------------------------
o                           Type                      o                        Date Paid                  o                    Period of Coverage              o                       Total Paid                  o                       Base Amount                 o                          Penalties                    o                         Interest
o                        (Tax /Ins.)
----------------------------------------------------- --------------------------------------------------- ---------------------------------------------------- --------------------------------------------------- --------------------------------------------------- ------------------------------------------------------- -----------------------------------------------------
o                                                     o                                                   o                                                    o                                                   o                                                   o                                                       o
o                                                     o                                                   o                                                    o                                                   o                                                   o                                                       o
o                                                     o                                                   o                                                    o                                                   o                                                   o                                                       o
o                                                     o                                                   o                                                    o                                                   o                                                   o                                                       o
o                                                     o                                                   o                                                    o                                                   o                                                   o                                                       o
o                                                     o                                                   o                                                    o                                                   o                                                   o                                                       o
o                                                     o                                                   o                                                    o                                                   o                                                   o                                                       o
o                                                     o                                                   o                                                    o                                                   o                                                   o                                                       o




                                                                                                                          EXHIBIT I-10

                                                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

   This  Assignment,  Assumption  and  Recognition  Agreement  (the "AAR  Agreement") is made and entered into as of July 31, 2006 (the
"Closing Date"), among EMC Mortgage Corporation (the "Assignor"),  Citibank, N.A., not in its individual capacity but solely as trustee
for the holders of Bear Stearns ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the "Assignee") and EverHome
Mortgage Company (f/k/a Alliance Mortgage Company) (the "Company").

   Whereas,  pursuant to the Recognition  Agreement,  dated as of July 1, 2006,  between the Assignor and the Company (the "Recognition
Agreement"),  the Company agreed to service the mortgage loans listed on Attachment 1 annexed hereto (the "Called  Mortgage  Loans") in
accordance  with the terms and  conditions of the  Subservicing  Agreement,  dated as of August 1, 2002, as amended by Amendment No. 1,
dated as of January 1, 2006,  between  the Company  and the  Assignor  (as amended  and  modified  in the  Recognition  Agreement,  the
"Subservicing Agreement");

   Whereas,  the Assignor  purchased  certain mortgage loans (the "Paul Financial Loans") from Paul Financial,  LCC ("Paul  Financial")
pursuant to that certain Mortgage Loan Purchase and Interim Servicing  Agreement dated as of October 1, 2003,  between the Assignor and
Paul Financial; and

   Whereas,  the Assignor  purchased  certain mortgage loans (the  "Metrocities  Loans") from Metrocities  Mortgage,  LLC ("Metrocities
Mortgage")  pursuant to that certain  Mortgage  Loan Purchase and Interim  Servicing  Agreement  dated as of June 1, 2002,  between the
Assignor and Metrocities Mortgage; and

   Whereas,  the Assignor  purchased  certain  mortgage  loans (the "Ivy Loans" and,  together  with the Paul  Financial  Loans and the
Metrocities  Mortgage  Loans,  the "2006-5  Mortgage  Loans" listed on  Attachment 2 annexed  hereto) from SIB Mortgage  Corp.  ("Ivy")
pursuant to that certain  Mortgage Loan Purchase and Interim  Servicing  Agreement  dated as of November 1, 2001,  between the Assignor
and Ivy, and that certain Term Sheet between the Assignor and Ivy; and

   Whereas,  the Company agreed to service the 2006-5  Mortgage Loans in accordance  with the terms and conditions of the  Subservicing
Agreement.

   In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties  hereto  agree that the  mortgage  loans  listed on  Attachment 1 and
Attachment  2  annexed  hereto  (collectively,  the  "Assigned  Loans")  shall be  subject  to the  terms of this  AAR  Agreement.  Any
capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Subservicing Agreement.

Assignment and Assumption

1.       Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned Loans and (b) as they relate to the Assigned Loans,  the Recognition  Agreement
and the  Subservicing  Agreement.  Notwithstanding  anything to the contrary  contained  herein,  the Assignor is not  assigning to the
Assignee any of its right,  title and interest,  to and under the Subservicing  Agreement with respect to any other mortgage loan other
than the Assigned  Loans.  Except as is otherwise  expressly  provided  herein,  the Assignor makes no  representations,  warranties or
covenants to the Assignee and the Assignee  acknowledges  that the Assignor has no  obligations  to the Assignee under the terms of the
Recognition  Agreement or Subservicing  Agreement or otherwise  relating to the transaction  contemplated  herein  (including,  but not
limited to, any obligation to indemnify the Assignee).

         Assignor  acknowledges  and agrees that upon  execution of this  Agreement,  the Assignee  shall become the "Owner"  under the
Subservicing  Agreement,  and all  representations,  warranties  and covenants by the  "Company" to the "Owner" under the  Subservicing
Agreement including, but not limited to, the rights to receive indemnification, shall accrue to Assignee by virtue of this Agreement.

Representations, Warranties and Covenants

2.       Assignor warrants and represents to, and covenants with, Assignee and Company as of the date hereof that:

a.       Attached  hereto as Attachment 3 and Attachment 4 are true and correct copies of the  Subservicing  Agreement and  Recognition
                      Agreement,  respectively,  each of which is in full force and effect as of the date hereof and the  provisions of
                      which have not been waived,  amended or modified in any  respect,  nor has any notice of  termination  been given
                      thereunder;

b.       Assignor is the lawful  owner of the  Assigned  Loans with full right to transfer  the  Assigned  Loans and any and all of its
                      interests,  rights and obligations under the Subservicing  Agreement and the Recognition Agreement as they relate
                      to the  Assigned  Loans,  free and clear from any and all claims and  encumbrances;  and upon the transfer of the
                      Assigned Loans to Assignee as  contemplated  herein and in the Mortgage Loan Purchase  Agreement dated as of July
                      31, 2006 between the Assignor and Structured  Asset  Mortgage  Investments  II Inc.  ("SAMI II"),  Assignee shall
                      have good title to each and every  Assigned  Loan,  as well as any and all of  Assignor's  interests,  rights and
                      obligations  under the  Subservicing  Agreement  and the  Recognition  Agreement  as they relate to the  Assigned
                      Loans, free and clear of any and all liens, claims and encumbrances;

c.       There are no offsets,  counterclaims  or other  defenses  available to the Company with  respect to the  Assigned  Loans,  the
                      Recognition Agreement or the Subservicing Agreement;

d.       Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

e.       Assignor is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  incorporation,
                      and has all requisite power and authority to acquire, own and sell the Assigned Loans;

f.       Assignor has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                      and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by this
                      AAR  Agreement is in the ordinary  course of  Assignor's  business  and will not  conflict  with,  or result in a
                      breach of, any of the terms,  conditions or provisions of Assignor's  articles of incorporation or by-laws or any
                      legal  restriction,  or any material  agreement or instrument to which  Assignor is now a party or by which it is
                      bound, or result in the violation of any law, rule,  regulation,  order,  judgment or decree to which Assignor or
                      its property is subject.  The  execution,  delivery and  performance  by Assignor of this AAR  Agreement  and the
                      consummation  by it of the  transactions  contemplated  hereby,  have  been  duly  authorized  by  all  necessary
                      corporate  action on part of Assignor.  This AAR  Agreement has been duly executed and delivered by Assignor and,
                      upon the due  authorization,  execution  and delivery by Assignee and the parties  hereto,  will  constitute  the
                      valid and legally  binding  obligation of Assignor  enforceable  against  Assignor in  accordance  with its terms
                      except as enforceability may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                      laws now or hereafter in effect  relating to creditors'  rights  generally,  and by general  principles of equity
                      regardless of whether enforceability is considered in a proceeding in equity or at law; and

g.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                      required to be  obtained  or made by  Assignor in  connection  with the  execution,  delivery or  performance  by
                      Assignor of this AAR Agreement,  or the  consummation  by it of the  transactions  contemplated  hereby.  Neither
                      Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise  disposed of the
                      Assigned  Loans or any  interest  in the  Assigned  Loans,  or  solicited  any offer to buy or accept a transfer,
                      pledge  or other  disposition  of the  Assigned  Loans,  or any  interest  in the  Assigned  Loans  or  otherwise
                      approached  or  negotiated  with respect to the Assigned  Loans,  or any interest in the Assigned  Loans with any
                      Person in any manner,  or made any general  solicitation by means of general  advertising or in any other manner,
                      or taken any other action which would  constitute a  distribution  of the Assigned Loans under the Securities Act
                      of 1933, as amended (the "1933 Act") or which would render the  disposition  of the Assigned Loans a violation of
                      Section 5 of the 1933 Act or require registration pursuant thereto.

3.       The Assignee warrants and represents to, and covenants with, the Assignor and the Company as of the date hereof that:

a.       Assignee is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its organization and
                      has all requisite  power and authority to hold the Assigned  Loans on behalf of the holders of Bear Stearns ALT-A
                      Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5;

b.       Assignee has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                      and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by this
                      AAR  Agreement is in the ordinary  course of  Assignee's  business  and will not  conflict  with,  or result in a
                      breach  of,  any of  the  terms,  conditions  or  provisions  of  Assignee's  charter  or  by-laws  or any  legal
                      restriction,  or any material  agreement or instrument to which  Assignee is now a party or by which it is bound,
                      or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which  Assignee or its
                      property  is subject.  The  execution,  delivery  and  performance  by  Assignee  of this AAR  Agreement  and the
                      consummation  by it of the  transactions  contemplated  hereby,  have  been  duly  authorized  by  all  necessary
                      corporate  action on part of Assignee.  This AAR  Agreement has been duly executed and delivered by Assignee and,
                      upon the due  authorization,  execution  and delivery by Assignor and the parties  hereto,  will  constitute  the
                      valid and legally  binding  obligation of Assignee  enforceable  against  Assignee in  accordance  with its terms
                      except as enforceability may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                      laws now or hereafter in effect  relating to creditors'  rights  generally,  and by general  principles of equity
                      regardless of whether enforceability is considered in a proceeding in equity or at law;

c.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                      required to be  obtained  or made by  Assignee in  connection  with the  execution,  delivery or  performance  by
                      Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

d.       The Assignee  assumes for the benefit of each of Assignor and Company all of the rights and  obligations of the Assignor under
                      the  Recognition  Agreement  and the  Subservicing  Agreement  with respect to the Assigned  Loans other than the
                      right to enforce the obligations of the Company under the Subservicing Agreement.

4.       Company warrants and represents to, and covenants with, Assignor and Assignee, as of the date hereof, that:

a.       Attached hereto as Attachment 3 and Attachment 4 are true and accurate copies of the  Recognition  Agreement and  Subservicing
                      Agreement,  respectively,  each of which is in full force and effect as of the date hereof and the  provisions of
                      which have not been waived,  amended or modified in any  respect,  nor has any notice of  termination  been given
                      thereunder;

b.       Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                      and has all  requisite  power  and  authority  to  service  the  Assigned  Loans and  otherwise  to  perform  its
                      obligations under the Recognition Agreement and the Subservicing Agreement;

c.       Company has full corporate power and authority to execute,  deliver and perform its obligations under this AAR Agreement,  and
                      to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by this AAR
                      Agreement is in the ordinary  course of Company's  business and will not conflict with, or result in a breach of,
                      any of the terms,  conditions  or  provisions  of  Company's  articles of  incorporation  or by-laws or any legal
                      restriction,  or any material  agreement or  instrument  to which Company is now a party or by which it is bound,
                      or result in the  violation  of any law,  rule,  regulation,  order,  judgment or decree to which  Company or its
                      property  is  subject.  The  execution,  delivery  and  performance  by  Company  of this AAR  Agreement  and the
                      consummation  by it of the  transactions  contemplated  hereby,  have  been  duly  authorized  by  all  necessary
                      corporate  action on part of Company.  This AAR Agreement  has been duly executed and delivered by Company,  and,
                      upon the due  authorization,  execution  and delivery by Assignor and  Assignee,  will  constitute  the valid and
                      legally  binding  obligation  of Company,  enforceable  against  Company in  accordance  with its terms except as
                      enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now
                      or hereafter in effect relating to creditors'  rights generally,  and by general  principles of equity regardless
                      of whether enforceability is considered in a proceeding in equity or at law;

d.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                      required to be obtained or made by Company in connection  with the execution,  delivery or performance by Company
                      of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

e.       Company shall establish a Custodial  Account and an Escrow Account under the Subservicing  Agreement in favor of Assignee with
                      respect to the Assigned Loans separate from the Custodial  Accounts and Escrow  Accounts  previously  established
                      under the Subservicing Agreement in favor of Assignor;

f.       Pursuant to Section 10.02 of the Subservicing  Agreement,  the Company hereby restates the  representations and warranties set
                      forth in Article III of the Subservicing Agreement with respect to the Company and/or the Assigned Loans; and

g.       Neither this AAR Agreement nor any certification,  statement,  report or other agreement,  document or instrument furnished or
                      to be furnished by the Company  pursuant to this AAR  Agreement  contains or will contain any  materially  untrue
                      statement of fact or omits or will omit to state a fact  necessary to make the statements  contained  therein not
                      misleading.

5.       The Company hereby restates the representations  and warranties set forth in Section 3(j) of the Subservicing  Agreement as of
the date hereof.

         Notwithstanding  anything to the contrary in the  Subservicing  Agreement,  the Company shall (or shall cause any  Third-Party
Originator  to) (i)  immediately  notify  Assignor and SAMI II in writing of (A) legal  proceedings  pending  against the  Company,  or
proceedings  known to be contemplated by  governmental  authorities  against the Company which in the judgment of the Company would be,
in each case,  material to purchasers of securities  backed by the Assigned Loans,  (B) any  affiliations or  relationships of the type
described  in Item 1119(b) of  Regulation  AB that develop  following  the date hereof  between the Company and any of the above listed
parties or other  parties  identified  in writing by the Assignor or SAMI II with respect to the  Securitization  Transaction  and (ii)
provide to the Assignor and SAMI II a description of such proceedings, affiliations or relationships.

         Each  notice/update  regarding  Regulation  AB  should  be sent to the  Assignor  by  e-mail  to  regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com


                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

                           Notifications pursuant to (i)(A) above should be sent to:

                           EMC Mortgage Corporation
                           Two Mac Arthur Ridge
                           909 Hidden Ridge Drive, Suite 200
                           Irving, TX  75038
                           Attention:  Associate General Counsel for Loan Administration
                           Facsimile:  (972) 831-2555

                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

         6.       Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns)  harmless  against any and
all claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments,  and any other costs, fees and expenses
that Assignee (and its  successors  and assigns) may sustain in any way related to any breach of the  representations  or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

Recognition of Assignee

         7.       From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans,  and  acknowledges
that the Assigned Loans are intended to be part of a REMIC or multiple  REMICs,  and will service the Assigned Loans in accordance with
the  Subservicing  Agreement,  the  Recognition  Agreement  and this AAR Agreement but in no event in a manner that would (i) cause any
such intended  REMIC to fail to qualify as a REMIC or (ii) result in the  imposition of a tax upon any such intended  REMIC  (including
but not limited to the tax on prohibited  transactions as defined in Section  860F(a)(2) of the Code and the tax on  contributions to a
REMIC set forth in Section  860G(d) of the Code).  It is the intention of Assignor,  Company and Assignee that this AAR Agreement shall
be binding  upon and for the benefit of the  respective  successors  and assigns of the parties  hereto.  Neither  Company nor Assignor
shall amend or agree to amend,  modify,  waive,  or otherwise  alter any of the terms or  provisions of the  Subservicing  Agreement or
Recognition  Agreement which  amendment,  modification,  waiver or other  alteration would in any way affect the Assigned Loans without
the prior written consent of Assignee.

   8.    Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties  hereto that (a) the
execution  and delivery of this AAR  Agreement by the  Assignee is solely in its capacity as trustee (the  "Trustee")  for Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 pursuant to the Pooling and Servicing Agreement (the "Pooling
and  Servicing  Agreement"),  dated as of July 1, 2006,  among  SAMI II,  the  Assignor,  the  Assignee,  Wells  Fargo  Bank,  National
Association,  as master  servicer  (the "Master  Servicer")  and as securities  administrator,  and not  individually,  (b) each of the
representations,  undertakings  and  agreements  herein made on behalf of Bear  Stearns  ALT-A Trust  2006-5 (the  "Trust") is made and
intended  not as personal  representations,  undertakings  and  agreements  of the Trustee but is made and  intended for the purpose of
binding only the Trust and (c) under no  circumstances  shall the Trustee be personally  liable for the payment of any  indebtedness or
expenses of the Assignee or the Trust or be liable for the breach or failure of any  obligation,  representation,  warranty or covenant
made or  undertaken by the  Assignee,  the Assignor or the Trust under this AAR  Agreement or made or  undertaken by the Assignee,  the
Assignor or the Trust under the  Subservicing  Agreement,  the  Recognition  Agreement  or the Pooling  and  Servicing  Agreement.  Any
recourse  against the Assignee in respect of any  obligations it may have under or pursuant to the terms of this AAR Agreement shall be
limited  solely to the assets it may hold as trustee of Bear Stearns ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series
2006-5.

         Miscellaneous

         9.       All demands,  notices and communications related to the Assigned Loans, the Subservicing  Agreement,  the Recognition
Agreement and this AAR Agreement  shall be in writing and shall be deemed to have been duly given if personally  delivered at or mailed
by registered mail, postage prepaid, as follows:

a.                         In the case of Company,
                           EverHome Mortgage Company
                           8100 Nations Way
                           Jacksonville, Florida
                           Attention:  Carolyn Cragg
                           Telecopier No.: (904) 281-6206

                           with a copy to:
                           EverHome Mortgage Company
                           8100 Nations Way
                           Jacksonville, Florida
                           Attention:  Michael C. Koster
                           Telecopier No.: (904) 281-6145

b.                         In the case of Assignor,
                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com

c.                         In the case of Assignee,
                           Citibank, N.A.
                           388 Greenwich Street, 14th Floor
                           New York, New York 10013
                           Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                           Telecopier No.: (212) 816-5527


d.                         In the case of the Securities Administrator,
                           Wells Fargo Bank, National Association
                           9062 Old Annapolis Road
                           Columbia, Maryland 21045
                           Attention: BSALTA 2006-5
                           Telecopier No.: (410) 715-2380

         10.      With respect to the Subservicing  Agreement,  and with respect to any other servicing  agreement executed between the
Company and the Assignor  related to the  servicing of mortgage  loans in connection  with Bear Stearns  ALT-A Trust  2006-5,  Mortgage
Pass-Through  Certificates,  Series 2006-5 ("Other Subservicing Agreement"),  the Company agrees and acknowledges that a default by the
Company under one Servicing  Agreement or Other Servicing  Agreement which continues for a period in excess of the cure period provided
for in such Servicing  Agreement or Other  Servicing  Agreement  shall  constitute a default by the Company under each of the Servicing
Agreement and Other Subservicing Agreement.

         11.      This AAR  Agreement  shall be  construed  in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law  principles  (other than Section 5-1401 of the New York General  Obligations  Law),  and the  obligations,  rights and
remedies of the parties hereunder shall be determined in accordance with such laws.

         12.      No term or  provision  of this AAR  Agreement  may be waived or modified  unless such  waiver or  modification  is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

         13.      This AAR Agreement  shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Assignor,  Assignee or Company may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         14.      This AAR Agreement  shall survive the conveyance of the Assigned Loans,  the assignment of the Recognition  Agreement
or the  Subservicing  Agreement to the extent of the  Assigned  Loans by Assignor to Assignee and the  termination  of the  Recognition
Agreement or Subservicing Agreement.

         15.      This AAR Agreement may be executed simultaneously in any number of counterparts.  Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.

         16.      In the event that any provision of this AAR Agreement  conflicts with any provision of the  Recognition  Agreement or
Subservicing Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.

         17.      The Company  hereby  acknowledges  that Wells Fargo  Bank,  National  Association  has been  appointed  as the master
servicer of the Assigned  Loans pursuant to the Pooling and Servicing  Agreement and therefor has the right to enforce all  obligations
of the  Company,  as they  relate  to the  Assigned  Loans,  under  the  Recognition  Agreement,  Subservicing  Agreement  and this AAR
Agreement.  Such rights will include,  without  limitation,  the right to terminate the Servicer under the Subservicing  Agreement upon
the occurrence of an event of default  thereunder,  the right to receive all  remittances  required to be made by the Company under the
Subservicing  Agreement,  the right to receive all monthly  reports and other data  required to be delivered  by the Company  under the
Subservicing  Agreement,  the right to examine the books and records of the Company,  indemnification rights, and the right to exercise
certain rights of consent and approval  relating to actions taken by the Company.  The Company shall make all  distributions  under the
Subservicing  Agreement,  as they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately  available funds
to:

                           Wells Fargo Bank, National Association
                           ABA#121000248
                           Account Name: SAS Clearing
                           Account # 3970771416
                           FFC to: BSALTA 2006-5, Account # 50937300.

         and the Company shall deliver all reports  required to be delivered under the  Subservicing  Agreement,  as they relate to the
Assigned Loans, to the Assignee at the address set forth in Section 9(c) herein and to the Master Servicer at:

                           Wells Fargo Bank, National Association
                           9062 Old Annapolis Road
                           Columbia, Maryland 21045
                           Attention: BSALTA 2006-5
                           Telecopier No.: (410) 715-2380




                  IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.




         EMC MORTAGE CORPORATION,                                     CITIBANK, N.A., as trustee, the Assignee
         the Assignor

         By:___________________________________                       By:___________________________________

         Its:__________________________________                       Its:__________________________________

         EVERHOME MORTGAGE COMPANY,
         the Company

         By:___________________________________

         Its:__________________________________

         Acknowledged and Agreed

         WELLS FARGO BANK,
NATIONAL ASSOCIATION


         By:___________________________________

         Its:__________________________________




                                                             ATTACHMENT 1


                                                             CALLED LOANS


                                                        (Provided Upon Request




                                                             ATTACHMENT 2


                                                         2006-5 MORTGAGE LOANS


                                                        (Provided Upon Request)




                                                             ATTACHMENT 3


                                                         RECOGNITION AGREEMENT


                                                            (See Tab [__])




                                                             ATTACHMENT 4


                                                        SUBSERVICING AGREEMENT


                                                        (Provided Upon Request)





                                                                                                                           EXHIBIT I-11

                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption  and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 1, 2006,  among EMC
Mortgage  Corporation  (the  "Assignor"),  Citibank,  N.A., not  individually but solely as trustee for the holders of the Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the "Assignee") and First Tennessee Mortgage Services,  Inc.
(the "Company").

         In  consideration of the mutual promises  contained  herein the parties hereto agree that the residential  mortgage loans (the
"Assigned  Loans") listed on Attachment 1 annexed hereto (the  "Assigned Loan  Schedule")  purchased by the Assignor from First Horizon
Home Loan Corporation  ("First Horizon") pursuant to the Purchase,  Warranties and Servicing  Agreement,  dated as of September 1, 2003
(the "Purchase,  Warranties and Servicing  Agreement"),  as amended by Amendment No. 1, dated as of May 14, 2004, Amendment No. 2 dated
as of June 16, 2005,  Amendment No. 3 dated as of August 8, 2005 and  Amendment No. 4, dated as of December 21, 2005,  and that certain
term sheet dated as of February 27, 2006,  among  Assignor,  Company and First Horizon (the "Term  Sheet",  together with the Purchase,
Warranties and Servicing Agreement,  the "Purchase  Agreement") and now serviced by Company for Assignor and its successors and assigns
pursuant to the Purchase  Agreement shall be subject to the terms of this AAR Agreement.  Capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Purchase Agreement.

                                                              Assignment and Assumption

         Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
title and  interest as in, to and under (a) the  Assigned  Loans and (b) the Purchase  Agreement  with  respect to the Assigned  Loans;
provided,  however,  that the  Assignor is not  assigning to the  Assignee  any of its right,  title or interest,  in, to and under the
Purchase  Agreement  with respect to any mortgage loan other than the Assigned Loans listed on Exhibit A.  Notwithstanding  anything to
the contrary  contained herein,  the Assignor  specifically  reserves and does not assign to the Assignee any right, title and interest
in, to or under the  representations  and  warranties  contained in Section 3.01 and Section  3.02 of the Purchase  Agreement,  and any
obligation  of the Company to cure,  repurchase  or  substitute  for a mortgage  loan and to indemnify  the Assignor  with respect to a
breach of such  representations  and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement and the Assignor is
retaining the right to enforce the  representations  and  warranties  and the  obligations  of the Company set forth in those  sections
against the  Company.  In  addition,  the Assignor  specifically  reserves  and does not assign to the  Assignee  any right,  title and
interest in, to or under  Section 2.09 of the  Purchase  Agreement.  Except as is otherwise  expressly  provided  herein,  the Assignor
makes no  representations,  warranties or covenants to the Assignee and the Assignee  acknowledges that the Assignor has no obligations
to the Assignee under the terms of the Purchase  Agreement or otherwise  relating to the transaction  contemplated  herein  (including,
but not limited to, any obligation to indemnify the Assignee).

                                             epresentations, Warranties and Covenants

         Assignor warrants and represents to Assignee and Company as of the date hereof:

          Attached  hereto as Attachment 2 is a true and accurate copy of the Purchase  Agreement which agreement is in full force and
effect as of the date hereof and the provisions of which have not been waived,  amended or modified in any respect, nor has any notice
of termination been given thereunder;

          Assignor is the lawful  owner of the Assigned  Loans with full right to transfer  the Assigned  Loans and any and all of its
interests,  rights and obligations under the Purchase  Agreement as they relate to the Assigned Loans, free and clear from any and all
claims and  encumbrances;  and upon the transfer of the Assigned Loans to Assignee as  contemplated  herein,  Assignee shall have good
title to each and every  Assigned  Loan, as well as any and all of Assignee's  interests,  rights and  obligations  under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

          There are no offsets,  counterclaims  or other  defenses  available to Company  with  respect to the  Assigned  Loans or the
Purchase Agreement;

          Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

          Assignor is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;

          Assignor has full corporate power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Assignor's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions or
provisions of Assignor's  charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Assignor is
now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which
Assignor or its property is subject.  The execution,  delivery and performance by Assignor of this AAR Agreement and the  consummation
by it of the transactions  contemplated  hereby,  have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR  Agreement  has been duly  executed and  delivered by Assignor  and,  upon the due  authorization,  execution and delivery by
Assignee and Company,  will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws
now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of equity  regardless  of whether
enforceability is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required to be  obtained  or made by  Assignor in  connection  with the  execution,  delivery or  performance  by Assignor of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          Neither  Assignor  nor anyone  acting on its behalf has offered,  transferred,  pledged,  sold or otherwise  disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer,  pledge or other disposition
of the Assigned  Loans,  or any interest in the Assigned  Loans or otherwise  approached  or  negotiated  with respect to the Assigned
Loans,  or any  interest in the Assigned  Loans with any Person in any manner,  or made any general  solicitation  by means of general
advertising or in any other manner,  or taken any other action which would  constitute a distribution  of the Assigned Loans under the
Securities  Act of 1933,  as amended  (the "1933 Act") or which would  render the  disposition  of the  Assigned  Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto;

          The Assignor has received  from  Company,  and has  delivered to the  Assignee,  all  documents  required to be delivered to
Assignor by the Company prior to the date hereof  pursuant to the Purchase  Agreement  with respect to the Assigned  Loans and has not
received, and has not requested from the Company, any additional documents; and

          There is no action, suit,  proceeding,  investigation or litigation pending or, to Assignor's knowledge,  threatened,  which
either in any instance or in the aggregate,  if determined  adversely to Assignor,  would  adversely  affect  Assignor's  execution or
delivery of, or the  enforceability  of, this AAR  Agreement,  or the  Assignor's  ability to perform its  obligations  under this AAR
Agreement.

         Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

          Assignee is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  organization
and has all  requisite  power and  authority to hold the Assigned  Loans as trustee on behalf of the holders of the Bear Stearns ALT-A
Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5;

          Assignee has full corporate power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Assignee's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions or
provisions of Assignee's  charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Assignee is
now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which
Assignee or its property is subject.  The execution,  delivery and performance by Assignee of this AAR Agreement and the  consummation
by it of the transactions  contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee.  This
AAR Agreement has been duly  executed and  delivered by Assignee and, upon the due  authorization,  execution and delivery by Assignor
and Company,  will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required to be  obtained  or made by  Assignee in  connection  with the  execution,  delivery or  performance  by Assignee of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          There is no action, suit,  proceeding,  investigation or litigation pending or, to Assignee's knowledge,  threatened,  which
either in any instance or in the aggregate,  if determined  adversely to Assignee,  would  adversely  affect  Assignee's  execution or
delivery of, or the  enforceability  of, this AAR  Agreement,  or the  Assignee's  ability to perform its  obligations  under this AAR
Agreement; and

          Assignee  assumes for the benefit of each of the  Assignor  and the  Company  all of the rights of the  Purchaser  under the
Purchase Agreement with respect to the Assigned Loans.

         Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

          Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,  which agreement is in full force and
effect as of the date hereof and the provisions of which have not been waived,  amended or modified in any respect, nor has any notice
of termination been given thereunder;

          Company is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its  incorporation,
and has all requisite  power and authority to service the Assigned Loans and otherwise to perform its  obligations  under the Purchase
Agreement;

          Company has full corporate  power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Company's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions  or
provisions of Company's charter or by-laws or any legal  restriction,  or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
or its property is subject.  The execution,  delivery and  performance by Company of this AAR Agreement and the  consummation by it of
the transactions  contemplated  hereby, have been duly authorized by all necessary  corporate action on the part of Company.  This AAR
Agreement  has been duly executed and delivered by Company,  and, upon the due  authorization,  execution and delivery by Assignor and
Assignee,  will constitute the valid and legally  binding  obligation of Company,  enforceable  against Company in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required to be  obtained  or made by  Assignee in  connection  with the  execution,  delivery  or  performance  by Company of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          The Company shall establish a Custodial Account and an Escrow Account under the Purchase  Agreement in favor of the Assignee
with respect to the Assigned Loans separate from the Custodial  Account and Escrow Account  previously  established under the Purchase
Agreement in favor of Assignor;

          No event has occurred from the Closing Date to the date hereof which would render the  representations  and warranties as to
the related  Assigned  Loans made by the Company in Sections  3.01 and 3.02 of the  Purchase  Agreement  to be untrue in any  material
respect; and

          Neither this AAR Agreement nor any certification,  statement, report or other agreement, document or instrument furnished or
to be furnished by the Company  pursuant to this AAR Agreement  contains or will contain any  materially  untrue  statement of fact or
omits or will omit to state a fact necessary to make the statements contained therein not misleading.

         The Company hereby restates the  representations  and warranties set forth in Section 3.01(p) of the Purchase  Agreement as of
the date hereof.

         Notwithstanding  anything to the  contrary  in the  Purchase  Agreement,  the  Company  shall (or shall cause any  Third-Party
Originator  to) (i)  immediately  notify  Assignor and SAMI II in writing of (A) legal  proceedings  pending  against the  Company,  or
proceedings  known to be contemplated by  governmental  authorities  against the Company which in the judgment of the Company would be,
in each case,  material to purchasers of securities  backed by the Assigned Loans and (B) any affiliations or relationships of the type
described  in Item 1119(b) of  Regulation  AB that develop  following  the date hereof  between the Company and any of the above listed
parties or other  parties  identified  in writing by the Assignor or SAMI II with respect to the  Securitization  Transaction  and (ii)
provide to the Assignor and SAMI II a description of such proceedings, affiliations or relationships.

         Each  notice/update  regarding  Regulation  AB  should  be sent to the  Assignor  by  e-mail  to  regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com


                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

                           Notifications pursuant to (i)(A) above should be sent to:

                           EMC Mortgage Corporation
                           Two Mac Arthur Ridge
                           909 Hidden Ridge Drive, Suite 200
                           Irving, TX  75038
                           Attention:  Associate General Counsel for Loan Administration
                           Facsimile:  (972) 831-2555


                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

         Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee  (and its  successors  and  assigns)  may sustain in any way related to any breach of the  representations  or  warranties  of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

                                                   Recognition of Assignee

         From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
Assigned Loans will be part of a REMIC,  and will service the Assigned Loans in accordance with the Purchase  Agreement (as modified by
this AAR  Agreement)  but in no event in a manner  that would (i) cause any REMIC to fail to  qualify as a REMIC or (ii)  result in the
imposition of a tax upon any REMIC  (including but not limited to the tax on prohibited  transactions as defined in Section  860F(a)(2)
of the Code and the tax on  contributions  to a REMIC set forth in Section  860G(d)  of the Code).  It is the  intention  of  Assignor,
Company and Assignee  that this AAR Agreement  shall be binding upon and for the benefit of the  respective  successors  and assigns of
the parties hereto.  Neither Company nor Assignor shall amend or agree to amend, modify,  waive, or otherwise alter any of the terms or
provisions of the Purchase  Agreement which  amendment,  modification,  waiver or other alteration would in any way affect the Assigned
Loans without the prior written consent of Assignee.

         It is expressly  understood  and agreed by the parties  hereto that insofar as this AAR Agreement is executed on behalf of the
Assignee (i) this AAR  Agreement is executed and  delivered by Citibank,  N.A.,  not in its  individual  capacity but solely as trustee
under the Pooling and  Servicing  Agreement,  dated as of June 1, 2006 (the  "Pooling and  Servicing  Agreement"),  among the Assignor,
Structured Asset Mortgage  Investments II Inc.,  Citibank,  N.A., as trustee and Wells Fargo Bank,  National  Association as securities
administrator  and master  servicer,  in the  exercise  of the  powers  and  authority  conferred  and  vested in it,  (ii) each of the
representations,  undertakings  and  agreements  herein made on the part of the Assignee is made and  intended not as  representations,
warranties,  covenants,  undertakings  and agreements by Citibank,  N.A. in its individual  capacity,  but is made and intended for the
purpose of binding only the Assignee,  (iii) under no  circumstances  shall  Citibank,  N.A. in its  individual  capacity be personally
liable for the  payment of any  indebtedness  or expenses  of the  Assignee  or be liable for the breach or failure of any  obligation,
representation,  warranty or covenant  made or undertaken  by the Assignee  under this AAR Agreement and (iv) any recourse  against the
Assignee in respect of any  obligations  it may have under or pursuant to the terms of this AAR  Agreement  shall be limited  solely to
the assets it may hold as trustee of Bear Stearns ALT-A Trust 2006-5.

         Company  shall  indemnify  and hold  harmless  the  Assignor,  each  affiliate  of the  Assignor,  Structured  Asset  Mortgage
Investments II Inc. ("SAMI II"), the Assignee,  Bear,  Stearns & Co. Inc. (the  "Underwriter")  and each affiliate of the  Underwriter,
each Person  (including,  but not limited to, the Master Servicer)  responsible for the preparation,  execution or filing of any report
required to be filed with the Commission,  or for execution of a  certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
Exchange  Act,  each Person who controls the Assignor,  SAMI II, the Assignee or the  Underwriter  (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors,  officers,  employees,  agents
and  affiliates of each of the foregoing  (each,  an  "Indemnified  Party"),  and shall hold each of them harmless from and against any
claims, losses, damages,  penalties,  fines,  forfeitures,  legal fees and expenses and related costs, judgments,  and any other costs,
fees and expenses that any of them may sustain arising out of or based upon:

                  (A)     any untrue  statement of a material  fact  contained or alleged to be contained in any  information,  report,
                          certification,  data,  accountants'  letter or other  material  provided  under Section 11.18 of the Purchase
                          Agreement by or on behalf of the Assignor,  or provided  under Section 11.18 of the Purchase  Agreement by or
                          on  behalf  of  any  Subservicer,   Subcontractor  or  Third-Party  Originator  (collectively,  the  "Company
                          Information"),  or (B) the omission or alleged  omission to state in the Company  Information a material fact
                          required to be stated in the Company  Information  or necessary in order to make the statements  therein,  in
                          the  light  of  the  circumstances  under  which  they  were  made,  not  misleading;  provided,  by  way  of
                          clarification,  that clause (B) of this  paragraph  shall be  construed  solely by  reference  to the Company
                          Information  and  not to any  other  information  communicated  in  connection  with a sale  or  purchase  of
                          securities,  without regard to whether the Company  Information or any portion thereof is presented  together
                          with or separately from such other information;

                  any breach by the Company of its  obligations  under Sections 6.04,  6.07 or 11.18 of Purchase  Agreement,  including
                          particularly any failure by the Company, any Subservicer,  any Subcontractor or any Third-Party Originator to
                          deliver any information,  report,  certification,  accountants' letter or other material when and as required
                          under  Sections  6.04,  6.07 or 11.18 of the  Purchase  Agreement,  including  any  failure by the Company to
                          identify  pursuant to Section 11.21 any Subcontractor  "participating  in the servicing  function" within the
                          meaning of Item 1122 of Regulation AB;

                  any breach by the Company of a representation  or warranty set forth in Section 3.01 of the Purchase  Agreement or in
                          a writing  furnished  pursuant to Section 3.01 of the Purchase  Agreement  and made as of a date prior to the
                          date hereof,  to the extent that such breach is not cured by the date hereof, or any breach by the Company of
                          a representation  or warranty in a writing  furnished  pursuant to Section 3.01 of the Purchase  Agreement to
                          the extent made as of a date subsequent to the date hereof; or

                  the negligence,  bad faith or willful  misconduct of the Company in connection  with its  performance  under Sections
                          6.04, 6.07 or 11.18 of the Purchase Agreement.

         If the  indemnification  provided for herein is unavailable or  insufficient to hold harmless an Indemnified  Party,  then the
Company  agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,  losses,
damages or liabilities  incurred by such  Indemnified  Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.

         In the case of any failure of  performance  described in Section 11.18 of the Purchase  Agreement,  the Company shall promptly
reimburse the Underwriter,  SAMI II and each Person  responsible for the preparation,  execution or filing of any report required to be
filed with the  Commission,  or for execution of a  certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act,
for all costs reasonably  incurred by each such party in order to obtain the information,  report,  certification,  accountants' letter
or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.

                                               Modification of Purchase Agreement

         The Company and Assignor hereby amend the Purchase Agreement as follows:

          The following definitions are added to Article I of the Purchase Agreement:

         Assignee: Citibank, N.A., as trustee for the holders of the Bear Stearns ALT-A Trust 2006-5.

         Depositor: Structured Asset Mortgage Investments II Inc.

         Master Servicer:  Wells Fargo Bank, National  Association,  or its successors in interest who meet the qualifications
         of the Pooling and Servicing Agreement and this Agreement.

         Pooling and Servicing Agreement:  That certain pooling and servicing  agreement,  dated as of June 1, 2006, among the
         Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Purchaser.

         Prepayment Charge: Any prepayment premium,  penalty or charge payable by a Mortgagor in connection with any Principal
         Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.

         Securities  Administrator:  Wells  Fargo Bank,  National  Association,  or its  successors  in interest  who meet the
         qualifications of the Pooling and Servicing Agreement and this Agreement.

         Third-Party Originator:  Each Person, other than a Qualified  Correspondent,  that originated Mortgage Loans acquired
         by the Company.

         Trustee:  Citibank, N.A., or its successor in interest, or any successor trustee appointed as provided in the Pooling
         and Servicing Agreement.

          The definition of Business Day is deleted in its entirety and replaced with the following:

         Business  Day:  Any day other  than:  (i) a Saturday  or Sunday,  or (ii) a legal  holiday in the States of New York,
         Illinois,  Maryland, Minnesota or Texas, or (iii) a day on which banks in the States of New York, Maryland, Illinois,
         Minnesota or Texas are authorized or obligated by law or executive order to be closed.

          The definition of Servicing Criteria shall be revised as follows (new text underlined):

         Servicing  Criteria:  As of any  date of  determination,  the  "servicing  criteria"  set  forth in Item  1122(d)  of
         Regulation AB, or any amendments  thereto,  a summary of the  requirements of which as of the date hereof is attached
         hereto as Exhibit M for  convenience  of  reference  only.  In the event of a conflict or  inconsistency  between the
         terms of Exhibit M and the text of Item 1122(d) of  Regulation  AB, the text of Item 1122(d) of  Regulation  AB shall
         control (or those Servicing Criteria otherwise mutually agreed to by the Purchaser,  the Company and any Person that
         will be responsible for signing any Sarbanes  Certification  with respect to a Pass-Through  Transfer in response to
         evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).

          The definition of Subservicer shall be revised as follows (new text underlined):

         Subservicer:  Any Person that services  Mortgage Loans on behalf of the Company or any Subservicer and is responsible
         for the performance  (whether directly or through  Subservicers or  Subcontractors)  of a substantial  portion of the
         material  servicing  functions  required to be performed by the Company  under this  Agreement or any  Reconstitution
         Agreement that are identified in Item 1122(d) of Regulation AB. Any subservicer  shall meet the  qualifications  set
         forth in Section 4.01.

          Section 3.01(p) of the Purchase Agreement shall be revised as follows (new text underlined):

         (p)      As of the date of each  Pass-Through  Transfer,  and except as has been otherwise  disclosed to the  Purchaser,  the
Master Servicer and the Depositor: (1) no default or servicing related performance trigger has occurred as to any other securitization
due to any act or failure to act of the Company;  (2) no material  noncompliance  with applicable  servicing  criteria as to any other
securitization  has been  disclosed or reported by the Company;  (3) the Company has not been  terminated as servicer in a residential
mortgage loan securitization,  either due to a servicing default or to application of a servicing  performance test or trigger; (4) no
material changes to the Company's  servicing  policies and procedures for similar loans has occurred in the preceding three years; (5)
there are no aspects of the Company's  financial condition that could have a material adverse impact on the performance by the Company
of its obligations  hereunder;  (6) there are no legal proceedings pending, or known to be contemplated by governmental  authorities,
against the Company that could be material to investors in the securities issued in such Pass-Through  Transfer;  and (7) there are no
affiliations, relationships or transactions relating to the Company of a type that are described under Item 1119 of Regulation AB.

          Section 3.01(r) of the Purchase Agreement shall be deleted in its entirety and replaced with the following:

         (r)      If so requested by the Purchaser or any Depositor for the purpose of satisfying  its reporting  obligation  under the
Exchange Act with respect to any class of asset-backed  securities,  the Company shall (or shall cause each Subservicer and Third-Party
Originator to) (i) immediately  notify the Purchaser,  any Master Servicer and any Depositor in writing of (A) any material  litigation
or governmental  proceedings  pending  against the Company,  any Subservicer or any  Third-Party  Originator,  (B) any  affiliations or
relationships  that  develop  following  the closing  date of a  Pass-Through  Transfer  between the Company,  any  Subservicer  or any
Third-Party  Originator  and any of the  parties  specified  in clause (7) of  paragraph  (p) of this  Section  (and any other  parties
identified in writing by the requesting  party) with respect to such  Pass-Through  Transfer,  (C) any Event of Default under the terms
of this Agreement or any  Reconstitution  Agreement,  (D) any merger,  consolidation or sale of substantially  all of the assets of the
Company,  and (E) the  Company's  entry into an agreement  with a  Subservicer  to perform or assist in the  performance  of any of the
Company's  obligations  under this  Agreement or any  Reconstitution  Agreement  and (ii) provide to the  Purchaser and any Depositor a
description of such proceedings, affiliations or relationships.

         All notifications pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, Texas 75067
         Attention: Conduit Seller Approval Dept.
         Facsimile: (214) 626-3751
         Email: sellerapproval@bear.com

         With a copy to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

         Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:

         EMC Mortgage Corporation
         2780 Lake Vista Drive
         Lewisville, Texas 75067
         Attention: Conduit Seller Approval Dept.
         Facsimile: (214) 626-3751
         Email: sellerapproval@bear.com

         With copies to:

         Bear, Stearns & Co. Inc.
         383 Madison Avenue, 3rd Floor
         New, York, NY 10179
         Attention:  Global Credit Administration
         Facsimile:  (212) 272-6564

          Section 3.01(s) of the Purchase Agreement shall be revised as follows (new text underlined):

         (s)      As a condition to the succession to the Company or any  Subservicer as servicer or subservicer  under this Agreement
or any  Reconstitution  Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated,  or (ii)
which may be  appointed as a successor to the Company or any  Subservicer,  the Company  shall  provide to the  Purchaser,  the Master
Servicer and any  Depositor,  at least 15 calendar days prior to the effective  date of such  succession or  appointment,  (x) written
notice to the Purchaser,  the Master  Servicer and any Depositor of such  succession or appointment and (y) in writing and in form and
substance reasonably  satisfactory to the Purchaser,  the Master Servicer and such Depositor,  all information reasonably requested by
the Purchaser,  the Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities.

          The following shall be added as Section 3.02(xx) of the Purchase Agreement:

         With respect to each Mortgage Loan,  information  regarding the borrower  credit files related to such Mortgage Loan has been
furnished  to credit  reporting  agencies in  compliance  with the  provisions  of the Fair Credit  Reporting  Act and the  applicable
implementing regulations.

          The following shall be added after the first paragraph of Section 4.01 of the Purchase Agreement:

         In addition,  the Company shall  furnish  information  regarding  the borrower  credit files related to such Mortgage Loan to
credit  reporting  agencies in  compliance  with the  provisions  of the Fair Credit  Reporting  Act and the  applicable  implementing
regulations.

          The third  paragraph  of Section  4.01 of the Purchase  Agreement  shall be deleted in its  entirety  and replaced  with the
following:

         Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make or permit any modification,
waiver or amendment of any term of any  Mortgage  Loan that would (i) effect an exchange or  reissuance  of such  Mortgage  Loan under
Section 1001 of the Code (or Treasury regulations  promulgated  thereunder) and (ii) cause any REMIC created under the trust agreement
pursuant to any  Reconstitution  to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) of Section
860G(d) of the Code.

          The last paragraph in Section 4.02 of the Purchase Agreement is deleted and replaced with the following:

          The Company  shall not waive any  Prepayment  Charge  unless:  (i) the  enforceability  thereof  shall have been  limited by
bankruptcy, insolvency, moratorium,  receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal,  or any local,  state or federal agency has threatened legal action if the prepayment  penalty is enforced,  (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other  involuntary  payment or (iv) such waiver is standard
and customary in servicing  similar  Mortgage  Loans and relates to a default or a reasonably  foreseeable  default and would,  in the
reasonable  judgment of the Company,  maximize  recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment  Charge is waived,  but does not meet the standards  described  above,  then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Master Servicer by the Remittance Date.

          The following shall be added at the end of the last paragraph of Section 4.03 of the Purchase Agreement:

                  In the event a Mortgage Loan is charged-off,  the Mortgage Loan will be removed from the pool and  remittances  with
regard to such Mortgage Loan will occur on an  actual/actual  basis in the following  method:  no later than on each Remittance  Date,
the Company  shall cause all amounts  deposited  in the  Custodial  Account as of the close of business on the  immediately  preceding
Determination Date, minus any amounts  attributable to Monthly Payments collected but not due on a Due Date or Dates subsequent to the
first day of the month of the Remittance  Date (which amounts shall be remitted on the Remittance  Date next succeeding the Due Period
for such amounts) to be remitted to the Purchaser as follows:  (i) all  collections of principal (ii) all  collections of interest net
of servicing fees (iii) liquidation  proceeds net of the Company's  servicing advances.  In addition,  any prepayment in full shall be
remitted to the Purchaser within five (5) business days of collection.

          The second paragraph of Section 4.13 of the Purchase Agreement is deleted in its entirety and replaced with the following:

         The Company shall notify the Assignor in accordance  with the Fannie Mae Guides of each  acquisition of REO Property upon such
acquisition  (and, in any event,  shall provide notice of the  consummation of any  foreclosure  sale within three (3) Business Days of
the date Company  receives  notice of such  consummation),  together  with a copy of the drive by appraisal or brokers price opinion of
the  Mortgaged  Property  obtained in  connection  with such  acquisition.  Thereafter,  the Assignor  shall assume the  marketing  and
administration  of such REO  Property  and shall sell such REO  Property  as  expeditiously  as  possible  and in  accordance  with the
provisions of the Pooling and Servicing  Agreement,  as if such  Mortgage  Loan were an EMC Mortgage  Loan.  Pursuant to its efforts to
sell such REO  Property,  the Assignor  shall  protect and conserve  such REO Property in the manner and to the extent  required by the
Pooling and Servicing  Agreement.  No Servicing  Fee shall be assessed or otherwise  accrue on any REO Property from and after the date
on which it becomes an REO Property.

          The  third-to-the-last  paragraph of Section 5.02 of the  Purchase  Agreement  shall be deleted in its entirety and replaced
with the following:

         In addition,  the Company  shall  provide to the Purchaser  such other  information  known or available to the Company that is
necessary in order to provide the  distribution  and pool  performance  information  as required  under Item 1121 of Regulation  AB, as
amended from time to time,  as determined by the  Purchaser in its sole  discretion.  The Company shall also provide a monthly  report,
in the form of Exhibit E hereto,  or such other form as is mutually  acceptable to the Company,  the Purchaser and the Master Servicer,
Exhibit F with  respect  to  defaulted  mortgage  loans and  Exhibit  P, with  respect to  realized  losses  and gains,  with each such
report.

          Sections 6.04(a) and 6.04(b) of the Purchase Agreement shall be revised as follows (emphasis added):

         Section 6.04      Annual Statement as to Compliance; Annual Certification.

         (a)      The Company  will  deliver to the  Purchaser  or its  designee  and any Master  Servicer on or before March 1 of each
calendar  year  beginning  in 2007,  but in no event  later than March 15th of each  calendar  year  beginning  in 2007,  an  officers'
certificate signed by an authorized  officer of the Company acceptable to the Purchaser (an "Annual Statement of Compliance")  stating,
as to each  signatory  thereof,  that (i) a  review  of the  activities  of the  Company  during  the  preceding  calendar  year and of
performance  under this Agreement or other applicable  servicing  agreement has been made under such officers'  supervision and (ii) to
the best of such officers'  knowledge,  based on such review,  the Company has fulfilled all of its obligations under this Agreement or
other  applicable  servicing  agreement in all material  respects  throughout such year, or, if there has been a failure to fulfill any
such  obligation  in any  material  respect,  specifying  each such  failure  known to such  officer  and the nature and status of cure
provisions  thereof.  Such Annual  Statement of Compliance  shall contain no  restrictions  or limitations  on its use.  Copies of such
statement  shall be  provided  by the  Company to the  Purchaser  upon  request  and by the  Purchaser  to any Person  identified  as a
prospective  purchaser of the Mortgage Loans. In the event that the Company has delegated any servicing  responsibilities  with respect
to the  Mortgage  Loans to a  Subservicer,  the Company  shall  deliver an officer's  certificate  (an "Annual  Certification")  of the
Subservicer as described above as to each Subservicer as and when required with respect to the Company.

         (b)      With respect to any Mortgage Loans that are the subject of a Pass-Through  Transfer,  by on or before March 1 of each
calendar  year  beginning in 2007,  but in no event later than March 15th of each  calendar  year  beginning in 2007, an officer of the
Company shall execute and deliver an Annual  Certification  to the  Purchaser,  any Master  Servicer and any related  Depositor for the
benefit of each such entity and such entity's  affiliates  and the officers,  directors and agents of any such entity and such entity's
affiliates,  in the form  attached  hereto as Exhibit L. In the event that the Company has  delegated  any  servicing  responsibilities
with  respect to the  Mortgage  Loans to a  Subservicer,  the Company  shall  deliver an Annual  Certification  of the  Subservicer  as
described  above as to each  Subservicer as and when required with respect to the Company.  The Company  acknowledges  that the parties
identified  above  may rely on the  Annual  Certification  provided  by the  Company  pursuant  to this  clause in  signing a  Sarbanes
Certification and filing such with the Commission.

          The third paragraph of Section 6.04 of the Purchase Agreement shall be revised as follows (new text underlined):

         Failure of the Company to timely comply with Section 6.04 shall be deemed an Event of Default, automatically,  without notice
and without any cured period,  notwithstanding any provision to the Purchase Agreement to the contrary, and Purchaser may, in addition
to whatever  rights the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or equity or to damages,  including  injunctive
relief and specific  performance,  terminate  all the rights and  obligations  of the Company  under this  Agreement and in and to the
Mortgage Loans and the proceeds  thereof without  compensating the Company for the same, as provided in Section 9.01. Such termination
shall be considered  with cause pursuant to Section 10.01 of this  Agreement.  This paragraph  shall  supersede any other provision in
this Agreement or any other agreement to the contrary.



         Section 6.05 of the Purchase Agreement shall be deleted in its entirety and replaced with the following:

         Section 6.05      [Reserved]

          The second paragraph of Section 6.07 of the Purchase Agreement shall be revised as follows (emphasis added):

         With  respect to any  Mortgage  Loans that are the  subject of a  Pass-Through  Transfer,  the  Company  shall  deliver to the
Purchaser or its  designee,  on or before March 1 of each calendar  year  beginning in 2007,  but in no event later than March 15th of
each calendar year beginning in 2007, a report (an "Assessment of Compliance")  reasonably  satisfactory to the Purchaser,  the Master
Servicer and the Depositor  regarding the Company's  assessment of compliance with the Servicing Criteria during the preceding calendar
year as required by Rules  13a-18 and 15d-18 of the Exchange Act and Item 1122 of  Regulation  AB and which should  address each of the
"Applicable Servicing Criteria" specified on Exhibit O attached hereto, which as of the date hereof,  require a report by an authorized
officer of the Company that contains the following:

          The ninth paragraph of Section 6.07 of the Purchase Agreement shall be revised as follows (new text underlined):

         With respect to any Mortgage  Loans that are the subject of a  Pass-Through  Transfer,  on or before March 1 of each calendar
year  beginning in 2007,  but in no event later than March 15th of each calendar year  beginning in 2007,  the Company shall furnish to
the  Purchaser  or its  designee,  the Master  Servicer and the  Depositor a report (an  "Attestation  Report") by a registered  public
accounting  firm that attests to, and reports on, the  Assessment  of Compliance  made by the Company,  as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which  Attestation  Report must be made in accordance  with standards for
attestation reports issued or adopted by the Public Company Accounting Oversight Board.

          The twelfth paragraph of Section 6.07 of the Purchase Agreement shall be revised as follows (new text underlined):

         Failure of the Company to timely comply with this Section 6.07  (including  with respect to the cure  timeframes  required in
this section)  shall be deemed an Event of Default,  automatically,  without notice and without any cure period,  notwithstanding  any
provision of the Purchase  Agreement to the contrary,  unless otherwise agreed to by the Purchaser as described herein,  and Purchaser
may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,  including
injunctive  relief and specific  performance,  terminate all the rights and obligations of the Company under this Agreement and in and
to the Mortgage  Loans and the proceeds  thereof  without  compensating  the Company for the same, as provided in Section  9.01.  Such
termination  shall be considered  with cause pursuant to Section 10.01 of this  Agreement.  This paragraph  shall  supercede any other
provision in this Agreement or any other agreement to the contrary.



          The first two  sentences  of the first full  paragraph  of Section  6.08 shall be deleted and  replaced  with the  following
(emphasis added):

         The Purchaser and the Company  acknowledge and agree that a purpose of Sections  3.01(p),  5.02, 6.04, 6.07 and 11.18 of this
Agreement is to facilitate  compliance by the Purchaser and any Depositor  with the  provisions of Regulation AB and related rules and
regulations  of the  Commission.  None of the  Purchaser,  the Master  Servicer or the Depositor  shall  exercise its right to request
delivery of information or other  performance  under these  provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder.

          The first  sentence of the last  paragraph of Section 9.01 of the Purchase  Agreement  shall be revised as follows (new text
underlined):

         Then, and in each and every such case, so long as an Event of Default shall not have been remedied,  the Purchaser,  by notice
in writing to the  Company  (except in the case of an Event of Default  under  clauses  (iii),  (iv) or (v) or  Sections  6.04 and 6.07
above,  or as otherwise  stated herein,  in which case,  automatically  and without notice) Company may, in addition to whatever rights
the  Purchaser  may have under  Sections  3.03 and 8.01 and at law or equity or to damages,  including  injunctive  relief and specific
performance,  terminate all the rights and  obligations of the Company (and if the Company is servicing any of the Mortgage Loans in a
Pass-Through  Transfer,  appoint a successor  servicer  reasonably  acceptable to the Master Servicer for such  Pass-Through  Transfer)
under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same.

          The following shall be added at the end of the last paragraph of Section 9.01 of the Purchase Agreement:

         The Company shall  promptly  reimburse the Purchaser  (or any designee of the  Purchaser,  such as a master  servicer) and the
Depositor,  as applicable,  for all  reasonable  expenses  incurred by the Purchaser (or such  designee) or the Depositor,  as such are
incurred,  in  connection  with the  termination  of the Company as servicer and the  transfer of servicing of the Mortgage  Loans to a
successor  servicer.  The  provisions of this paragraph  shall not limit whatever  rights the Purchaser or the Depositor may have under
other provisions of this Agreement and/or any applicable  Reconstitution  Agreement or otherwise,  whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.

          The phrase  "without giving effect to principles of conflicts of laws and" shall be added following the phrase "the State of
New York" in Section 11.04 of the Purchase Agreement.

          The following provisions shall be added after Section 11.18(b)(vii) of the Purchase Agreement:

         (viii)  For the  purpose  of  satisfying  the  reporting  obligation  under  the  Exchange  Act with  respect  to any class of
asset-backed  securities,  the Company shall (or shall cause each Subservicer and Third-Party  Originator to) (i) provide prompt notice
to the  Purchaser,  the Master  Servicer and the  Depositor  in writing of (A) any  material  litigation  or  governmental  proceedings
involving the Company,  any Subservicer or any Third-Party  Originator,  (B) any affiliations or relationships  that develop  following
the closing date of a Pass-Through  Transfer between the Company, any Subservicer or any Third-Party  Originator and any of the parties
specified in clause (D) of paragraph (a) of this Section (and any other parties  identified  in writing by the  requesting  party) with
respect to such  Pass-Through  Transfer,  (C) any Event of Default under the terms of this Agreement or any  Reconstitution  Agreement,
(D) any  merger,  consolidation  or sale of  substantially  all of the  assets of the  Company,  and (E) the  Company's  entry  into an
agreement with a Subservicer to perform or assist in the  performance of any of the Company's  obligations  under this Agreement or any
Reconstitution  Agreement  and (ii) provide to the  Purchaser and any Depositor a  description  of such  proceedings,  affiliations  or
relationships;

         (ix) As a condition to the succession to the Company or any  Subservicer  as servicer or  subservicer  under this Agreement or
any  Reconstitution  Agreement  by any Person (i) into which the Company or such  Subservicer  may be merged or  consolidated,  or (ii)
which may be  appointed  as a successor to the Company or any  Subservicer,  the Company  shall  provide to the  Purchaser,  any Master
Servicer,  and any Depositor,  at least 15 calendar days prior to the effective  date of such  succession or  appointment,  (x) written
notice to the Purchaser and any Depositor of such  succession or  appointment  and (y) in writing and in form and substance  reasonably
satisfactory to the Purchaser and such Depositor,  all information  reasonably  requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;

         (x) In addition to such  information  as the Company,  as servicer,  is obligated to provide  pursuant to other  provisions of
this  Agreement,  not later than ten days prior to the  deadline for the filing of any  distribution  report on Form 10-D in respect of
any  Pass-Through  Transfer that includes any of the Mortgage  Loans  serviced by the Company or any  Subservicer,  the Company or such
Subservicer,  as applicable,  shall, to the extent the Company or such Subservicer has knowledge,  provide to the party responsible for
filing such report (including,  if applicable,  the Master Servicer) notice of the occurrence of any of the following events along with
all  information,  data, and materials  related  thereto as may be required to be included in the related  distribution  report on Form
10-D (as specified in the provisions of Regulation AB referenced below):

                           (A)      any material modifications,  extensions or waivers of pool asset terms, fees, penalties or payments
         during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

                           (B)      material  breaches of pool asset  representations  or warranties  or  transaction  covenants  (Item
         1121(a)(12) of Regulation AB); and

                           (C)      information  regarding new asset-backed  securities  issuances backed by the same pool assets,  any
         pool asset changes (such as, additions,  substitutions or repurchases), and any material changes in origination,  underwriting
         or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and

         (xi) The Company shall provide to the Purchaser,  any Master Servicer and any Depositor,  evidence of the authorization of the
person signing any  certification or statement,  copies or other evidence of Fidelity Bond Insurance and Errors and Omission  Insurance
policy,  financial  information  and reports,  and such other  information  related to the Company or any Subservicer or the Company or
such Subservicer's performance hereunder.

          The  fifth-to-the-last  paragraph  of  Section  11.18 of the  Purchase  Agreement  shall be  revised  as  follows  (new text
underlined):

         The Company shall indemnify the Purchaser,  each affiliate of the Purchaser,  and each of the following parties  participating
in a  Pass-Through  Transfer:  each  sponsor  and issuing  entity;  each Person  (including,  but not limited to, any Master  Servicer)
responsible  for the  preparation,  execution  or filing of any report  required to be filed with the  Commission  with respect to such
Pass-Through  Transfer,  or for execution of a  certification  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Pass-Through  Transfer;  each broker dealer acting as underwriter,  placement agent or initial  purchaser,  each Person
who  controls  any of such  parties or the  Depositor  (within  the meaning of Section 15 of the  Securities  Act and Section 20 of the
Exchange Act); and the respective  present and former directors,  officers,  employees,  agents and affiliates of each of the foregoing
and of the  Depositor  (each,  an  "Indemnified  Party"),  and shall hold each of them  harmless  from and against any claims,  losses,
damages,  penalties,  fines, forfeitures,  legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:

          The third-to-the-last paragraph of Section 11.18 of the Purchase Agreement shall be revised as follows (emphasis added):

         (ii) any breach by the Company of its obligations  under Sections 6.04, 6.07 or 11.18,  including  particularly any failure by
the Company,  any Subservicer,  any  Subcontractor or any Third-Party  Originator to deliver any  information,  report,  certification,
accountants'  letter or other  material when and as required under these  Sections  6.04,  6.07 or 11.18,  including any failure by the
Company to identify  pursuant to Section 11.21 any Subcontractor  "participating in the servicing  function" within the meaning of Item
1122 of Regulation AB;

          The following shall be added before the last paragraph of Section 11.18 of the Purchase Agreement:

         or (iv)  the  negligence bad faith or willful  misconduct of the Company in connection  with its  performance  under Sections
6.04, 6.07 or 11.18.

                  If the  indemnification  provided for herein is unavailable or  insufficient  to hold harmless an Indemnified  Party,
then the Company  agrees that it shall  contribute to the amount paid or payable by such  Indemnified  Party as a result of any claims,
losses,  damages or liabilities  incurred by such Indemnified  Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.

                  In the case of any failure of performance  described above, the Company shall promptly  reimburse the Purchaser,  any
Depositor,  as applicable,  and each Person  responsible  for the  preparation,  execution or filing of any report required to be filed
with the Commission  with respect to such  Pass-Through  Transfer,  or for execution of a  certification  pursuant to Rule 13a-14(d) or
Rule  15d-14(d)  under the Exchange Act with respect to such  Pass-Through  Transfer,  for all costs  reasonably  incurred by each such
party in order to obtain the information,  report,  certification,  accountants'  letter or other material not delivered as required by
the Company, any Subservicer, any Subcontractor or any Third-Party Originator.

                  This  indemnification  shall  survive the  termination  of this  Agreement  or the  termination  of any party to this
Agreement.

          Sections 11.21(b), 11.21(c) and 11.21(d) of the Purchase Agreement shall be revised as follows (new text underlined):

         (b)      The Company shall cause any Subservicer  used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the  provisions  of this Section and with  Sections  3.01(p),  3.01(s),  6.04,  6.07 and 11.18 of this
Agreement to the same extent as if such  Subservicer  were the Company,  and to provide the  information  required with respect to such
Subservicer  under  Section  3.01(r) of this  Agreement.  The Company shall be  responsible  for obtaining  from each  Subservicer  and
delivering to the  Purchaser,  the Master  Servicer and any Depositor  any Annual  Statement of Compliance  required to be delivered by
such  Subservicer  under Section  6.04(a),  any  Assessment  of  Compliance  and  Attestation  Report  required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.

         (c)      The Company  shall  promptly upon request  provide to the  Purchaser,  the Master  Servicer and any Depositor (or any
designee of the Depositor,  such as an administrator) a written description (in form and substance satisfactory to the Purchaser,  the
Master  Servicer  and such  Depositor)  of the role and  function of each  Subcontractor  utilized  by the Company or any  Subservicer,
specifying  (i) the  identity  of each  such  Subcontractor,  (ii)  which (if any) of such  Subcontractors  are  "participating  in the
servicing  function"  within the meaning of Item 1122 of  Regulation  AB, and (iii) which  elements of the  Servicing  Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the  meaning of Item 1122 of  Regulation  AB, the  Company  shall  cause any such  Subcontractor  used by the Company (or by any
Subservicer)  for the benefit of the  Purchaser  and any  Depositor to comply with the  provisions  of Sections  6.07 and 11.18 of this
Agreement to the same extent as if such  Subcontractor  were the Company.  The Company shall be  responsible  for  obtaining  from each
Subcontractor  and  delivering to the Purchaser and any Depositor any Assessment of Compliance  and  Attestation  Report and the other
certificates  required to be  delivered  by such  Subservicer  and such  Subcontractor  under  Section  6.07,  in each case as and when
required to be delivered.

          The following shall be added as Section 11.22 of the Purchase Agreement:

         Section 11.22     Third Party Beneficiary.

                  For purposes of this Agreement,  any Master  Servicer shall be considered a third party  beneficiary to this
         Agreement  entitled  to all the rights and  benefits  accruing to any Master  Servicer  herein as if it were a direct
         party to this Agreement.

          Exhibit E to the Purchase Agreement shall be deleted in its entirety and replaced with the following:

                                                            REPORTING DATA FOR MONTHLY REPORT

                                                         Standard File Layout - Master Servicing
---------------------------------------------------------------------------------------------------------------------------------------------------------
           Column Name                                   Description                           Decimal                Format Comment            Max Size
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SER_INVESTOR_NBR                    A value  assigned by the Servicer to define a group of                  Text up to 10 digits                   20
                                    loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
LOAN_NBR                            A  unique  identifier  assigned  to  each  loan by the                  Text up to 10 digits                   10
                                    investor.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERVICER_LOAN_NBR                   A unique  number  assigned to a loan by the  Servicer.                  Text up to 10 digits                   10
                                    This may be different than the LOAN_NBR.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
BORROWER_NAME                       The borrower  name as received in the file.  It is not                  Maximum length of 30 (Last, First)     30
                                    separated by first and last name.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_PAY_AMT                       Scheduled  monthly  principal and  scheduled  interest        2         No commas(,) or dollar signs ($)       11
                                    payment  that a  borrower  is  expected  to  pay,  P&I
                                    constant.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NOTE_INT_RATE                       The loan interest rate as reported by the Servicer.           4         Max length of 6                        6
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NET_INT_RATE                        The loan  gross  interest  rate less the  service  fee        4         Max length of 6                        6
                                    rate as reported by the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_FEE_RATE                       The  servicer's fee rate for a loan as reported by the        4         Max length of 6                        6
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_FEE_AMT                        The  servicer's  fee amount for a loan as  reported by        2         No commas(,) or dollar signs ($)       11
                                    the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NEW_PAY_AMT                         The  new  loan  payment  amount  as  reported  by  the        2         No commas(,) or dollar signs ($)       11
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NEW_LOAN_RATE                       The new loan rate as reported by the Servicer.                4         Max length of 6                        6
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ARM_INDEX_RATE                      The  index  the  Servicer  is  using  to  calculate  a        4         Max length of 6                        6
                                    forecasted rate.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_BEG_PRIN_BAL                   The  borrower's   actual  principal   balance  at  the        2         No commas(,) or dollar signs ($)       11
                                    beginning of the processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_END_PRIN_BAL                   The borrower's  actual principal balance at the end of        2         No commas(,) or dollar signs ($)       11
                                    the processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
BORR_NEXT_PAY_DUE_DATE              The  date  at the end of  processing  cycle  that  the                  MM/DD/YYYY                             10
                                    borrower's  next  payment is due to the  Servicer,  as
                                    reported by Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_1                     The first curtailment amount to be applied.                   2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_1                    The   curtailment   date  associated  with  the  first                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_ AMT_1                     The  curtailment  interest  on the  first  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_2                     The second curtailment amount to be applied.                  2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_2                    The  curtailment   date  associated  with  the  second                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_ AMT_2                     The  curtailment  interest  on the second  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_3                     The third curtailment amount to be applied.                   2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_3                    The   curtailment   date  associated  with  the  third                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_AMT_3                      The  curtailment  interest  on the  third  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PIF_AMT                             The loan  "paid in full"  amount  as  reported  by the        2         No commas(,) or dollar signs ($)       11
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PIF_DATE                            The paid in full date as reported by the Servicer.                      MM/DD/YYYY                             10
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
                                                                                                            Action  Code  Key:  15=Bankruptcy,     2
                                                                                                            30=Foreclosure,      ,     60=PIF,
                                    The  standard  FNMA  numeric code used to indicate the                  63=Substitution,
ACTION_CODE                         default/delinquent status of a particular loan.                         65=Repurchase,70=REO
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
INT_ADJ_AMT                         The amount of the interest  adjustment  as reported by        2         No commas(,) or dollar signs ($)       11
                                    the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SOLDIER_SAILOR_ADJ_AMT              The  Soldier   and  Sailor   Adjustment   amount,   if        2         No commas(,) or dollar signs ($)       11
                                    applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NON_ADV_LOAN_AMT                    The Non Recoverable Loan Amount, if applicable.               2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
LOAN_LOSS_AMT                       The amount  the  Servicer  is  passing  as a loss,  if        2         No commas(,) or dollar signs ($)       11
                                    applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_BEG_PRIN_BAL                  The scheduled  outstanding principal amount due at the        2         No commas(,) or dollar signs ($)       11
                                    beginning  of the cycle  date to be passed  through to
                                    investors.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_END_PRIN_BAL                  The  scheduled  principal  balance due to investors at        2         No commas(,) or dollar signs ($)       11
                                    the end of a processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_PRIN_AMT                      The  scheduled  principal  amount as  reported  by the        2         No commas(,) or dollar signs ($)       11
                                    Servicer for the current cycle -- only  applicable for
                                    Scheduled/Scheduled Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_NET_INT                       The scheduled  gross interest  amount less the service        2         No commas(,) or dollar signs ($)       11
                                    fee amount for the  current  cycle as  reported by the
                                    Servicer -- only  applicable  for  Scheduled/Scheduled
                                    Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_PRIN_AMT                       The actual  principal amount collected by the Servicer        2         No commas(,) or dollar signs ($)       11
                                    for the  current  reporting  cycle -- only  applicable
                                    for Actual/Actual Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
                                    The actual gross interest  amount less the service fee
                                    amount for the current  reporting cycle as reported by
ACTL_NET_INT                        the  Servicer  -- only  applicable  for  Actual/Actual        2         No commas(,) or dollar signs ($)       11
                                    Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PREPAY_PENALTY_ AMT                 The penalty  amount  received when a borrower  prepays        2         No commas(,) or dollar signs ($)       11
                                    on his loan as reported by the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PREPAY_PENALTY_ WAIVED              The  prepayment  penalty amount for the loan waived by        2         No commas(,) or dollar signs ($)       11
                                    the servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
MOD_DATE                            The  Effective  Payment Date of the  Modification  for                  MM/DD/YYYY                             10
                                    the loan.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
MOD_TYPE                            The Modification Type.                                                  Varchar  - value  can be  alpha or     30
                                                                                                            numeric
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
DELINQ_P&I_ADVANCE_AMT              The  current   outstanding   principal   and  interest        2         No commas(,) or dollar signs ($)       11
                                    advances made by Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------

          Exhibit F to the Purchase Agreement shall be deleted in its entirety and replaced with the following:

                                                                   EXHIBIT F

                                                       REPORTING DATA FOR DEFAULTED LOANS

                                               Standard File Layout – Delinquency Reporting

---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           Column/Header Name                     Description                                            Decimal                                  Format
                                                                                                                                                                  Comment
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           SERVICER_LOAN_NBR                     A     unique
                                                                 number   assigned  to  a  loan  by  the
                                                                 Servicer.  This may be  different  than
                                                                 the LOAN_NBR
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           LOAN_NBR                              A     unique
                                                                 identifier  assigned  to  each  loan by
                                                                 the originator.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           CLIENT_NBR                            Servicer
                                                                 Client Number
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           SERV_INVESTOR_NBR                     Contains   a
                                                                 unique   number  as   assigned   by  an
                                                                 external  servicer  to identify a group
                                                                 of loans in their system.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           BORROWER_FIRST_NAME                   First   Name
                                                                 of the Borrower.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           BORROWER_LAST_NAME                    Last    name
                                                                 of the borrower.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           PROP_ADDRESS                          Street  Name
                                                                 and Number of Property
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           PROP_STATE                            The    state
                                                                 where the  property located.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           PROP_ZIP                              Zip     code
                                                                 where the property is located.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           BORR_NEXT_PAY_DUE_DATE                The     date                                                                     MM/DD/YYYY
                                                                 that the  borrower's  next  payment  is
                                                                 due  to  the  servicer  at  the  end of
                                                                 processing   cycle,   as   reported  by
                                                                 Servicer.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           LOAN_TYPE                             Loan    Type
                                                                 (i.e. FHA, VA, Conv)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           BANKRUPTCY_FILED_DATE                 The  date  a                                                                     MM/DD/YYYY
                                                                 particular bankruptcy claim was filed.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           BANKRUPTCY_CHAPTER_CODE               The  chapter
                                                                 under which the bankruptcy was filed.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           BANKRUPTCY_CASE_NBR                   The     case
                                                                 number  assigned  by the  court  to the
                                                                 bankruptcy filing.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           POST_PETITION_DUE_DATE                The  payment                                                                     MM/DD/YYYY
                                                                 due date once the  bankruptcy  has been
                                                                 approved by the courts
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           BANKRUPTCY_DCHRG_DISM_DATE            The     Date                                                                     MM/DD/YYYY
                                                                 The Loan Is  Removed  From  Bankruptcy.
                                                                 Either by Dismissal,  Discharged and/or
                                                                 a Motion For Relief Was Granted.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           LOSS_MIT_APPR_DATE                    The     Date                                                                     MM/DD/YYYY
                                                                 The Loss  Mitigation  Was  Approved  By
                                                                 The Servicer
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           LOSS_MIT_TYPE                         The  Type Of
                                                                 Loss  Mitigation  Approved  For A  Loan
                                                                 Such As;
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           LOSS_MIT_EST_COMP_DATE                The     Date                                                                     MM/DD/YYYY
                                                                 The Loss Mitigation  /Plan Is Scheduled
                                                                 To End/Close
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           LOSS_MIT_ACT_COMP_DATE                The     Date                                                                     MM/DD/YYYY
                                                                 The   Loss   Mitigation   Is   Actually
                                                                 Completed
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FRCLSR_APPROVED_DATE                  The  date DA                                                                     MM/DD/YYYY
                                                                 Admin  sends a letter  to the  servicer
                                                                 with  instructions to begin foreclosure
                                                                 proceedings.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           ATTORNEY_REFERRAL_DATE                Date    File                                                                     MM/DD/YYYY
                                                                 Was  Referred  To  Attorney  to  Pursue
                                                                 Foreclosure
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FIRST_LEGAL_DATE                      Notice    of                                                                     MM/DD/YYYY
                                                                 1st  legal  filed by an  Attorney  in a
                                                                 Foreclosure Action
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FRCLSR_SALE_EXPECTED_DATE             The  date by                                                                     MM/DD/YYYY
                                                                 which a  foreclosure  sale is  expected
                                                                 to occur.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FRCLSR_SALE_DATE                      The   actual                                                                     MM/DD/YYYY
                                                                 date of the foreclosure sale.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FRCLSR_SALE_AMT                       The   amount                                  2                                  No
                                                                 a property sold for at the  foreclosure                                          commas(,) or dollar signs ($)
                                                                 sale.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           EVICTION_START_DATE                   The     date                                                                     MM/DD/YYYY
                                                                 the servicer  initiates eviction of the
                                                                 borrower.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           EVICTION_COMPLETED_DATE               The     date                                                                     MM/DD/YYYY
                                                                 the court revokes  legal  possession of
                                                                 the property from the borrower.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           LIST_PRICE                            The    price                                  2                                  No
                                                                 at which an REO property is marketed.                                            commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           LIST_DATE                             The  date an                                                                     MM/DD/YYYY
                                                                 REO  property is listed at a particular
                                                                 price.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           OFFER_AMT                             The   dollar                                  2                                  No
                                                                 value of an offer for an REO property.                                           commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           OFFER_DATE_TIME                       The  date an                                                                     MM/DD/YYYY
                                                                 offer  is  received  by DA  Admin or by
                                                                 the Servicer.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           REO_CLOSING_DATE                      The     date                                                                     MM/DD/YYYY
                                                                 the  REO  sale  of  the   property   is
                                                                 scheduled to close.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           REO_ACTUAL_CLOSING_DATE               Actual  Date                                                                     MM/DD/YYYY
                                                                 Of REO Sale
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           OCCUPANT_CODE
                                                                 Classification  of how the  property is
                                                                 occupied.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           PROP_CONDITION_CODE                   A code  that
                                                                 indicates    the   condition   of   the
                                                                 property.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           PROP_INSPECTION_DATE                  The  date  a                                                                     MM/DD/YYYY
                                                                 property inspection is performed.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           APPRAISAL_DATE                        The     date                                                                     MM/DD/YYYY
                                                                 the appraisal was done.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           CURR_PROP_VAL                         The                                          2
                                                                 current  "as is" value of the  property
                                                                 based  on  brokers   price  opinion  or
                                                                 appraisal.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           REPAIRED_PROP_VAL                     The   amount                                  2
                                                                 the property  would be worth if repairs
                                                                 are  completed  pursuant  to a broker's
                                                                 price opinion or appraisal.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           If applicable:
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           DELINQ_STATUS_CODE                    FNMA    Code
                                                                 Describing Status of Loan
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           DELINQ_REASON_CODE                    The
                                                                 circumstances  which  caused a borrower
                                                                 to  stop   paying   on  a  loan.   Code
                                                                 indicates  the  reason  why the loan is
                                                                 in default for this cycle.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           MI_CLAIM_FILED_DATE                   Date                                                                             MM/DD/YYYY
                                                                 Mortgage   Insurance  Claim  Was  Filed
                                                                 With Mortgage Insurance Company.
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           MI_CLAIM_AMT                          Amount    of                                                                     No
                                                                 Mortgage Insurance Claim Filed                                                   commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           MI_CLAIM_PAID_DATE                    Date                                                                             MM/DD/YYYY
                                                                 Mortgage  Insurance  Company  Disbursed
                                                                 Claim Payment
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           MI_CLAIM_AMT_PAID                     Amount                                        2                                  No
                                                                 Mortgage   Insurance  Company  Paid  On                                          commas(,) or dollar signs ($)
                                                                 Claim
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           POOL_CLAIM_FILED_DATE                 Date   Claim                                                                     MM/DD/YYYY
                                                                 Was Filed With Pool Insurance Company
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           POOL_CLAIM_AMT                        Amount    of                                  2                                  No
                                                                 Claim Filed With Pool Insurance Company                                          commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           POOL_CLAIM_PAID_DATE                  Date   Claim                                                                     MM/DD/YYYY
                                                                 Was  Settled  and The Check Was  Issued
                                                                 By The Pool Insurer
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           POOL_CLAIM_AMT_PAID                   Amount  Paid                                  2                                  No
                                                                 On Claim By Pool Insurance Company                                               commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FHA_PART_A_CLAIM_FILED_DATE           Date    FHA                                                                      MM/DD/YYYY
                                                                 Part A Claim Was Filed With HUD
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FHA_PART_A_CLAIM_AMT                  Amount   of                                  2                                   No
                                                                 FHA Part A Claim Filed                                                           commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FHA_PART_A_CLAIM_PAID_DATE            Date    HUD                                                                      MM/DD/YYYY
                                                                 Disbursed Part A Claim Payment
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FHA_PART_A_CLAIM_PAID_AMT             Amount  HUD                                  2                                   No
                                                                 Paid on Part A Claim                                                             commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FHA_PART_B_CLAIM_FILED_DATE           Date   FHA                                                                       MM/DD/YYYY
                                                                 Part B Claim Was Filed With HUD
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FHA_PART_B_CLAIM_AMT                  Amount  of                                  2                                    No
                                                                 FHA Part B Claim Filed                                                           commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FHA_PART_B_CLAIM_PAID_DATE            Date  HUD                                                                        MM/DD/YYYY
                                                                 Disbursed Part B Claim Payment
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           FHA_PART_B_CLAIM_PAID_AMT             Amount  HUD                                  2                                   No
                                                                 Paid on Part B Claim                                                             commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           VA_CLAIM_FILED_DATE                   Date     VA                                                                      MM/DD/YYYY
                                                                 Claim Was Filed With the Veterans Admin
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           VA_CLAIM_PAID_DATE                    Date                                                                             MM/DD/YYYY
                                                                 Veterans  Admin.   Disbursed  VA  Claim
                                                                 Payment
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------
                           VA_CLAIM_PAID_AMT                     Amount                                       2                                   No
                                                                 Veterans Admin. Paid on VA Claim                                                 commas(,) or dollar signs ($)
---------------------------------------------------------------- ---------------------------------------- --------------------------------------- ----------------------------------------


Exhibit 2: Standard File Codes – Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept  alternative  Loss Mitigation Types to those above,  provided that they are consistent with industry
standards.  If Loss  Mitigation  Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown


Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                      029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                      030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------



Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------


          The following shall be added as Exhibit K to the Purchase Agreement:


                                                                   EXHIBIT K

                                                      COMPANY'S OBLIGATIONS IN CONNECTION
                                                             WITH A RECONSTITUTION

         •        The  Company  shall  (i)  possess  the  ability  to  service  to  a  securitization  documents;  (ii)  service  on  a
"Scheduled/Scheduled"  reporting  basis  (advancing  through the  liquidation of an REO  Property),  (iii) make  compensating  interest
payments on payoffs and  curtailments  and (iv) remit and report to a Master  Servicer in format  acceptable to such Master Servicer by
the 10th calendar day of each month.

         •        The Company shall provide an acceptable  annual  certification  (officer's  certificate)  to the Master  Servicer (as
required by the Sarbanes-Oxley  Act of 2002) as well as any other annual  certifications  required under the  securitization  documents
(i.e. the annual statement as to  compliance/annual  independent  certified public accountants'  servicing report due by June 1 of each
year).

         •        The  Company  shall allow for the  Purchaser,  the Master  Servicer or their  designee to perform a review of audited
financials and net worth of the Company.

         •        The Company shall provide a Uniform Single Attestation Program  certificate and Management  Assertion as requested by
the Master Servicer or the Purchaser.

         •        The  Company  shall  provide  information  on each  Custodial  Account as  requested  by the Master  Servicer  or the
Purchaser,  and each  Custodial  Accounts  shall  comply with the  requirements  for such  accounts as set forth in the  securitization
documents.

         •        The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.

          Exhibit L to the Purchase Agreement shall be deleted in its entirety and replaced with the following:

                                                                   EXHIBIT L

                                                         FORM OF COMPANY CERTIFICATION

Re:      The [    ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]

         I,  ____________________________,  the  _______________________  of  [NAME  OF  COMPANY]  (the  "Company"),  certify  to  [the
Purchaser],  [the Depositor],  and the [Master Servicer] [Securities  Administrator]  [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:

                  I have reviewed the servicer compliance  statement of the Company provided in accordance with Item 1123 of Regulation
         AB (the "Compliance  Statement"),  the report on assessment of the Company's  compliance with the servicing criteria set forth
         in Item  1122(d) of  Regulation  AB (the  "Servicing  Criteria"),  provided in  accordance  with Rules 13a-18 and 15d-18 under
         Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and  Item  1122 of  Regulation  AB  (the  "Servicing
         Assessment"),  the registered public accounting firm's  attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"),  and all servicing reports,  officer's
         certificates  and other  information  relating to the servicing of the Mortgage  Loans by the Company  during 200[ ] that were
         delivered by the Company to the [Depositor] [Master Servicer] [Securities  Administrator]  [Trustee] pursuant to the Agreement
         (collectively, the "Company Servicing Information");

                  Based on my knowledge, the Company Servicing Information,  taken as a whole, does not contain any untrue statement of
         a material  fact or omit to state a material fact  necessary to make the  statements  made, in the light of the  circumstances
         under which such  statements  were made,  not misleading  with respect to the period of time covered by the Company  Servicing
         Information;

                  Based on my  knowledge,  all of the Company  Servicing  Information  required to be provided by the Company under the
         Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

                  I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,  and based on
         my knowledge  and the  compliance  review  conducted  in preparing  the  Compliance  Statement  and except as disclosed in the
         Compliance  Statement,  the Servicing  Assessment or the Attestation  Report,  the Company has fulfilled its obligations under
         the Agreement in all material respects; and

The  Compliance  Statement  required to be  delivered by the Company  pursuant to this  Agreement,  and the  Servicing  Assessment  and
Attestation  Report  required to be provided by the Company and by any Subservicer and  Subcontractor  pursuant to the Agreement,  have
been  provided to the  [Depositor]  [Master  Servicer].  Any material  instances of  noncompliance  described in such reports have been
disclosed to the [Depositor]  [Master Servicer].  Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.

          Exhibit O to the Purchase Agreement shall be deleted in its entirety and replaced with the following:

         The assessment of compliance to be delivered by the Company shall address,  at a minimum,  the criteria identified as below as
"Applicable Servicing Criteria":

--------------------------------------------------------------------------------------------- -----------------------
                                     Servicing Criteria                                        Applicable Servicing
                                                                                                     Criteria
--------------------------------------------------------------------------------------------- -----------------------
      Reference                                       Criteria
----------------------- --------------------------------------------------------------------- -----------------------
                                          General Servicing Considerations
-----------------------                                                                       -----------------------
1122(d)(1)(i)           Policies and procedures  are  instituted to monitor any  performance            X
                        or other  triggers  and  events of default  in  accordance  with the
                        transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(1)(ii)          If  any  material  servicing  activities  are  outsourced  to  third            X
                        parties,  policies  and  procedures  are  instituted  to monitor the
                        third  party's   performance  and  compliance  with  such  servicing
                        activities.
-----------------------                                                                       -----------------------
1122(d)(1)(iii)         Any  requirements  in  the  transaction  agreements  to  maintain  a
                        back-up servicer for the mortgage loans are maintained.
-----------------------                                                                       -----------------------
1122(d)(1)(iv)          A fidelity bond and errors and omissions  policy is in effect on the            X
                        party   participating  in  the  servicing  function  throughout  the
                        reporting  period  in  the  amount  of  coverage   required  by  and
                        otherwise  in   accordance   with  the  terms  of  the   transaction
                        agreements.
-----------------------                                                                       -----------------------
                                         Cash Collection and Administration
-----------------------                                                                       -----------------------
1122(d)(2)(i)           Payments  on  mortgage  loans  are  deposited  into the  appropriate            X
                        custodial  bank accounts and related bank clearing  accounts no more
                        than two business days  following  receipt,  or such other number of
                        days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(ii)          Disbursements  made via wire  transfer on behalf of an obligor or to            X
                        an investor are made only by authorized personnel.
-----------------------                                                                       -----------------------
1122(d)(2)(iii)         Advances of funds or guarantees  regarding  collections,  cash flows            X
                        or  distributions,  and any  interest or other fees charged for such
                        advances,  are made,  reviewed  and  approved  as  specified  in the
                        transaction agreements.
-----------------------                                                                       -----------------------
                        The  related  accounts  for the  transaction,  such as cash  reserve
                        accounts    or    accounts     established     as    a    form    of
                        overcollateralization,   are  separately   maintained   (e.g.,  with            X
                        respect  to  commingling  of cash) as set  forth in the  transaction
1122(d)(2)(iv)          agreements.
-----------------------                                                                       -----------------------
1122(d)(2)(v)           Each  custodial   account  is  maintained  at  a  federally  insured            X
                        depository  institution as set forth in the transaction  agreements.
                        For  purposes  of  this  criterion,  "federally  insured  depository
                        institution" with respect to a foreign  financial  institution means
                        a foreign financial  institution that meets the requirements of Rule
                        13k-1(b)(1) of the Securities Exchange Act.
-----------------------                                                                       -----------------------
1122(d)(2)(vi)          Unissued  checks  are  safeguarded  so  as to  prevent  unauthorized            X
                        access.
-----------------------                                                                       -----------------------
1122(d)(2)(vii)          Reconciliations   are   prepared   on  a  monthly   basis  for  all            X
                        asset-backed  securities related bank accounts,  including custodial
                        accounts and related bank clearing accounts.  These  reconciliations
                        are (A)  mathematically  accurate;  (B) prepared  within 30 calendar
                        days after the bank  statement  cutoff date, or such other number of
                        days  specified  in the  transaction  agreements;  (C)  reviewed and
                        approved  by  someone   other  than  the  person  who  prepared  the
                        reconciliation;  and (D) contain explanations for reconciling items.
                        These  reconciling  items are  resolved  within 90 calendar  days of
                        their  original  identification,   or  such  other  number  of  days
                        specified in the transaction agreements.
-----------------------                                                                       -----------------------
                                         Investor Remittances and Reporting
-----------------------                                                                       -----------------------
1122(d)(3)(i)           Reports  to  investors,   including  those  to  be  filed  with  the            X
                        Commission,  are  maintained  in  accordance  with  the  transaction
                        agreements and  applicable  Commission  requirements.  Specifically,
                        such  reports (A) are prepared in  accordance  with  timeframes  and
                        other  terms set forth in the  transaction  agreements;  (B) provide
                        information  calculated  in accordance  with the terms  specified in
                        the  transaction  agreements;  (C) are filed with the  Commission as
                        required  by  its  rules  and   regulations;   and  (D)  agree  with
                        investors'  or  the  trustee's   records  as  to  the  total  unpaid
                        principal  balance  and number of  mortgage  loans  serviced  by the
                        Servicer.
-----------------------                                                                       -----------------------
1122(d)(3)(ii)          Amounts due to investors  are  allocated  and remitted in accordance            X
                        with timeframes,  distribution priority and other terms set forth in
                        the transaction agreements.
-----------------------                                                                       -----------------------
                        Disbursements  made to an investor  are posted  within two  business
                        days to the  Servicer's  investor  records,  or such other number of            X
1122(d)(3)(iii)         days specified in the transaction agreements.
-----------------------                                                                       -----------------------
                        Amounts  remitted to investors  per the investor  reports agree with
                        cancelled  checks,  or other  form of  payment,  or  custodial  bank            X
1122(d)(3)(iv)          statements.
-----------------------                                                                       -----------------------
                                             Pool Asset Administration                                  X
-----------------------                                                                       -----------------------
1122(d)(4)(i)            Collateral or security on mortgage  loans is maintained as required            X
                        by the transaction agreements or related mortgage loan documents.
-----------------------                                                                       -----------------------
                        Mortgage loan and related  documents are  safeguarded as required by            X
1122(d)(4)(ii)          the transaction agreements
-----------------------                                                                       -----------------------
1122(d)(4)(iii)         Any  additions,  removals  or  substitutions  to the asset  pool are            X
                        made,  reviewed and approved in  accordance  with any  conditions or
                        requirements in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(iv)          Payments  on  mortgage  loans,   including  any  payoffs,   made  in            X
                        accordance  with the related  mortgage loan  documents are posted to
                        the Servicer's  obligor records maintained no more than two business
                        days after  receipt,  or such other number of days  specified in the
                        transaction  agreements,  and  allocated to  principal,  interest or
                        other items (e.g.,  escrow) in accordance with the related  mortgage
                        loan documents.
-----------------------                                                                       -----------------------
1122(d)(4)(v)           The Servicer's  records  regarding the mortgage loans agree with the            X
                        Servicer's  records with respect to an  obligor's  unpaid  principal
                        balance.
-----------------------                                                                       -----------------------
1122(d)(4)(vi)          Changes  with  respect  to  the  terms  or  status  of an  obligor's            X
                        mortgage  loans (e.g.,  loan  modifications  or re-agings) are made,
                        reviewed and approved by  authorized  personnel in  accordance  with
                        the transaction agreements and related pool asset documents.
-----------------------                                                                       -----------------------
1122(d)(4)(vii)         Loss  mitigation  or  recovery  actions  (e.g.,  forbearance  plans,            X
                        modifications  and deeds in lieu of  foreclosure,  foreclosures  and
                        repossessions,   as  applicable)   are   initiated,   conducted  and
                        concluded in accordance  with the  timeframes or other  requirements
                        established by the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(viii)        Records  documenting  collection  efforts are maintained  during the            X
                        period  a  mortgage  loan  is  delinquent  in  accordance  with  the
                        transaction  agreements.  Such records are  maintained on at least a
                        monthly  basis,  or such other period  specified in the  transaction
                        agreements,  and  describe  the entity's  activities  in  monitoring
                        delinquent  mortgage  loans  including,  for  example,  phone calls,
                        letters and payment  rescheduling  plans in cases where  delinquency
                        is deemed temporary (e.g., illness or unemployment).
-----------------------                                                                       -----------------------
1122(d)(4)(ix)          Adjustments  to interest rates or rates of return for mortgage loans            X
                        with variable rates are computed based on the related  mortgage loan
                        documents.
-----------------------                                                                       -----------------------
1122(d)(4)(x)           Regarding  any funds  held in trust for an  obligor  (such as escrow            X
                        accounts):  (A) such  funds are  analyzed,  in  accordance  with the
                        obligor's  mortgage loan documents,  on at least an annual basis, or
                        such other  period  specified  in the  transaction  agreements;  (B)
                        interest  on such  funds  is  paid,  or  credited,  to  obligors  in
                        accordance with  applicable  mortgage loan documents and state laws;
                        and (C) such funds are  returned to the  obligor  within 30 calendar
                        days of full repayment of the related  mortgage loans, or such other
                        number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xi)          Payments  made on behalf  of an  obligor  (such as tax or  insurance            X
                        payments)  are made on or before the related  penalty or  expiration
                        dates,  as  indicated on the  appropriate  bills or notices for such
                        payments,  provided  that  such  support  has been  received  by the
                        servicer at least 30  calendar  days prior to these  dates,  or such
                        other number of days specified in the transaction agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xii)         Any late  payment  penalties  in  connection  with any payment to be            X
                        made on behalf of an obligor are paid from the servicer's  funds and
                        not charged to the  obligor,  unless the late payment was due to the
                        obligor's error or omission.
-----------------------                                                                       -----------------------
                        Disbursements  made on behalf of an obligor  are  posted  within two
                        business days to the obligor's  records  maintained by the servicer,
                        or  such  other  number  of  days   specified  in  the   transaction            X
1122(d)(4)(xiii)        agreements.
-----------------------                                                                       -----------------------
1122(d)(4)(xiv)          Delinquencies,   charge-offs   and   uncollectible   accounts   are            X
                        recognized   and  recorded  in  accordance   with  the   transaction
                        agreements.
-----------------------                                                                       -----------------------
                        Any  external  enhancement  or  other  support,  identified  in Item
                        1114(a)(1)  through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)          as set forth in the transaction agreements.
----------------------- --------------------------------------------------------------------- -----------------------


          The following shall be added as Exhibit P to the Purchase Agreement:

                                                                   EXHIBIT P

                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS

                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet

         NOTE: Do not net or combine  items.  Show all expenses  individually  and all credits as separate line items.  Claim  packages
         are due on the  remittance  report date.  Late  submissions  may result in claims not being passed until the following  month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.

                           1.

                           2.       The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:

         1.       The Actual Unpaid Principal Balance of the Mortgage Loan. For  documentation,  an Amortization  Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.

         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
                  payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
                  basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period of coverage, base
                  tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to recover advances.

                  *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         3.       Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For  HUD/VA  loans,  use line  (18a) for Part  A/Initial  proceeds  and line  (18b) for Part  B/Supplemental
                           proceeds.
         Total Realized Loss (or Amount of Any Gain)

         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________

----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $_______________(1)
         (2)  Interest accrued at Net Rate                                      ________________(2)
         (3)  Accrued Servicing Fees                                            ________________(3)
         (4)  Attorney's Fees                                                   ________________(4)
         (5)  Taxes (see page 2)                                                ________________(5)
         (6)  Property Maintenance                                              ________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         ________________(7)
         (8)  Utility Expenses                                                  ________________(8)
         (9)  Appraisal/BPO                                                     ________________(9)
         (10) Property Inspections                                              _______________(10)
         (11) FC Costs/Other Legal Expenses                                     _______________(11)
         (12) Other (itemize)                                                   _______________(12)
                  Cash for Keys__________________________                       _______________(12)
                  HOA/Condo Fees_______________________                         _______________(12)
                  ______________________________________                        _______________(12)

                  Total Expenses                                                $______________(13)
         Credits:
         (14) Escrow Balance                                                    $______________(14)
         (15) HIP Refund                                                        _______________(15)
         (16) Rental Receipts                                                   _______________(16)
         (17) Hazard Loss Proceeds                                              _______________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      _______________(18a)
          HUD Part A
                                                                                ________________(18b) HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                     $_______________(22)
         Total Realized Loss (or Amount of Gain)                                $_______________(23)

Escrow Disbursement Detail


------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------


                                                                    Miscellaneous

         All demands,  notices and  communications  related to the Assigned Loans, the Purchase  Agreement and this AAR Agreement shall
be in writing and shall be deemed to have been duly given if personally  delivered at or mailed by registered  mail,  postage  prepaid,
as follows:

                  In the case of Company:
                  First Tennessee Mortgage Services, Inc.
                  4000 Horizon Way
                  Irving, Texas 75063
                  Attention:  Capital Markets Department

                  In the case of Assignor:

                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, Texas 75067
                  Attention: Conduit Seller Approval Dept.
                  Facsimile: (214) 626-3751
                  Email: sellerapproval@bear.com



                  with a copy  to:


                  Bear Stearns Mortgage Capital Corporation
                  383 Madison Avenue
                  New York, New York 10179
                  Attention: Ernie Calabrese
                  Telecopier No.:  (212) 272-9529


         (c)      In the case of Assignee:

                  Citibank, N.A., as Trustee
                  388 Greenwich Street, 14th Floor
                  New York, New York 10013
                  Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                  Telecopier No.: (212) 816-5527

         The Company hereby  acknowledges  that Wells Fargo Bank,  National  Association (the "Master  Servicer") has been appointed as
the master  servicer of the Assigned Loans pursuant to the Pooling and Servicing  Agreement,  and therefor has the right to enforce all
obligations  of the Company,  as they relate to the Assigned  Loans,  under the Purchase  Agreement.  Such right will include,  without
limitation,  the right to terminate the Company under the Purchase  Agreement  upon the  occurrence of an event of default  thereunder,
the right to receive  all  remittances  required  to be made by the  Company  under the  Purchase  Agreement,  the right to receive all
monthly  reports and other data  required to be delivered by the Company under the Purchase  Agreement,  the right to examine the books
and records of the Company,  indemnification  rights,  and the right to exercise  certain  rights of consent and  approval  relating to
actions taken by the Company.  The Company shall make all distributions  under the Purchase  Agreement,  as they relate to the Assigned
Loans, to the Master Servicer by wire transfer of immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name:  SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account # 50937300.

         and the Company  shall  deliver all reports  required to be  delivered  under the  Purchase  Agreement,  as they relate to the
Assigned Loans, to the Assignee at the address set forth in Section 8 herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: Client Manager BSALTA 2006-5
                  Telecopier No.: (410) 715-2380

         Each party will pay any  commissions it has incurred and the fees of its attorneys in connection  with the  negotiations  for,
documenting of and closing of the transactions contemplated by this AAR Agreement.

         This AAR Agreement  shall be construed in accordance  with the laws of the State of New York,  without  regard to conflicts of
law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

         No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.

         This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
Assignor,  Assignee  or Company may be merged or  consolidated  shall,  without the  requirement  for any  further  writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         This AAR  Agreement  shall survive the  conveyance  of the Assigned  Loans,  the  assignment of the Purchase  Agreement to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.

         This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.

         In the event that any provision of this AAR Agreement  conflicts with any provision of the Purchase  Agreement with respect to
the Assigned Loans, the terms of this AAR Agreement shall control.

                                                      [Signature pages to follow]




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.


                                                     EMC MORTGAGE CORPORATION
                                                     Assignor

                                                     By:____________________________________
                                                     Name:__________________________________
                                                     Title:_________________________________



                                                     CITIBANK, N.A., not individually but solely as Trustee for the Bear Stearns
                                                     ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5
                                                     Assignee

                                                     By:____________________________________
                                                     Name:__________________________________
                                                     Title:_________________________________




                                                     FIRST TENNESSEE MORTGAGE SERVICES, INC.
                                                     Company

                                                     By:____________________________________
                                                     Name:__________________________________
                                                     Title:_________________________________



                                                     Acknowledged and Agreed:



                                                     WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer

                                                     By:____________________________________
                                                     Name:__________________________________
                                                     Title:_________________________________





                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE


                                                       (Available upon request)




                                                             ATTACHMENT 2

                                                          PURCHASE AGREEMENT







                                                                                                                           EXHIBIT I-12


                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage  Corporation (the "Assignor"),  Citibank,  N.A., not in its individual  capacity but solely as trustee for the holders of Bear
Stearns ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the  "Assignee") and GMAC Mortgage  Corporation (the
"Company").

         Whereas,  pursuant  to the  Recognition  Agreement,  dated as of July 1, 2006,  between  the  Assignor  and the  Company  (the
"Recognition  Agreement"),  the Company agreed to service the mortgage loans listed on Attachment 1 annexed hereto (the "Called Loans")
in accordance with the terms and conditions of the Servicing  Agreement,  dated as of May 1, 2001, as amended by Amendment No. 1, dated
as of October 1, 2001,  Amendment No. 2, dated as of July 31,  2002, and Amendment No. 3 dated as of December 20, 2005 (as amended, the
"Servicing  Agreement" and together with the Recognition  Agreement,  the "Agreements"),  between the Company and Assignor, as modified
in the Recognition  Agreement.  Whereas,  the Assignor  purchased mortgage loans from the Company listed on Attachment 2 annexed hereto
(the "2006-5  Mortgage  Loans" and together with the Called Loans,  the "Assigned  Loans") and the Company agrees to service the 2006-5
Mortgage Loans pursuant to the terms and conditions of the Servicing Agreement.

         In consideration of the mutual promises and agreements  contained herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto also agree that the Assigned Loans shall be subject to
the terms of this AAR  Agreement.  Capitalized  terms used  herein but not  defined  shall have the  meanings  ascribed  to them in the
Servicing Agreement.

Assignment and Assumption

         Assignor  hereby  grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor in the Assigned
Loans and, as they relate to the  Assigned  Loans,  all of its right,  title and  interest  in, to and under the  Agreements.  Assignor
specifically  reserves and does not assign to Assignee any right,  title and interest in, to or under any mortgage loans subject to the
Agreements other than those set forth on Attachment 1 and on Attachment 2.

Representations, Warranties and Covenants

         Assignor warrants and represents to Assignee and Company as of the date hereof:

                  Attached hereto as Attachment 3 are true and accurate  copies of the  Agreements,  each of which is in full force and
                           effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in any
                           respect, nor has any notice of termination been given thereunder;

                  Assignor is the lawful owner of the Assigned  Loans with full right to transfer the Assigned Loans and any and all of
                           its interests,  rights and obligations  under the Agreements as they relate to the Assigned Loans,  free and
                           clear from any and all claims and  encumbrances;  and upon the transfer of the Assigned Loans to Assignee as
                           contemplated  herein and in the  Mortgage  Loan  Purchase  Agreement  dated as of July 31, 2006  between the
                           Assignor and Structured  Asset Mortgage  Investments II Inc. ("SAMI II"),  Assignee shall have good title to
                           each  and  every  Assigned  Loan,  as well as any and all of  Assignor's  interests  and  rights  under  the
                           Agreements  as they  relate  to the  Assigned  Loans,  free  and  clear  of any and all  liens,  claims  and
                           encumbrances;

                  There are no offsets,  counterclaims or other defenses available to Company with respect to the Assigned Loans or the
                           Agreements;

                  Assignor  has no  knowledge  of, and has not  received  notice of, any waivers  under,  or any  modification  of, any
                           Assigned Loan;

                  Assignor  is duly  organized,  validly  existing  and in good  standing  under  the laws of the  jurisdiction  of its
                           incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

                  Assignor has full  corporate  power and  authority  to execute,  deliver and perform its  obligations  under this AAR
                           Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the  transactions
                           contemplated  by this AAR Agreement is in the ordinary  course of Assignor's  business and will not conflict
                           with, or result in a breach of, any of the terms,  conditions or provisions of Assignor's charter or by-laws
                           or any legal  restriction,  or any material  agreement or instrument to which  Assignor is now a party or by
                           which it is bound,  or result in the violation of any law, rule,  regulation,  order,  judgment or decree to
                           which Assignor or its property is subject.  The execution,  delivery and performance by Assignor of this AAR
                           Agreement and the consummation by it of the transactions  contemplated  hereby, have been duly authorized by
                           all  necessary  corporate  action  on part of  Assignor.  This AAR  Agreement  has been  duly  executed  and
                           delivered by Assignor and, upon the due authorization,  execution and delivery by Assignee and Company, will
                           constitute the valid and legally binding obligation of Assignor  enforceable  against Assignor in accordance
                           with  its  terms  except  as  enforceability  may be  limited  by  bankruptcy,  reorganization,  insolvency,
                           moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally,  and by
                           general  principles of equity  regardless of whether  enforceability is considered in a proceeding in equity
                           or at law; and

                  No consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any  governmental
                           entity is  required  to be  obtained or made by  Assignor  in  connection  with the  execution,  delivery or
                           performance by Assignor of this AAR Agreement,  or the consummation by it of the  transactions  contemplated
                           hereby.  Neither  Assignor  nor anyone  acting on its  behalf has  offered,  transferred,  pledged,  sold or
                           otherwise  disposed of the Assigned Loans or any interest in the Assigned  Loans,  or solicited any offer to
                           buy or accept a  transfer,  pledge or other  disposition  of the  Assigned  Loans,  or any  interest  in the
                           Assigned Loans or otherwise  approached or negotiated with respect to the Assigned Loans, or any interest in
                           the  Assigned  Loans with any Person in any  manner,  or made any general  solicitation  by means of general
                           advertising or in any other manner,  or taken any other action which would  constitute a distribution of the
                           Assigned  Loans under the  Securities  Act of 1933,  as amended  (the "1933 Act") or which would  render the
                           disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration  pursuant
                           thereto.

         Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

                  Assignee  is duly  organized,  validly  existing  and in good  standing  under  the laws of the  jurisdiction  of its
                           organization  and has all requisite  power and authority to hold the Assigned Loans on behalf of the holders
                           of Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates Series 2006-5;

                  Assignee has full  corporate  power and  authority  to execute,  deliver and perform its  obligations  under this AAR
                           Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the  transactions
                           contemplated  by this AAR Agreement is in the ordinary  course of Assignee's  business and will not conflict
                           with, or result in a breach of, any of the terms,  conditions or provisions of Assignee's charter or by-laws
                           or any legal  restriction,  or any material  agreement or instrument to which  Assignee is now a party or by
                           which it is bound,  or result in the violation of any law, rule,  regulation,  order,  judgment or decree to
                           which Assignee or its property is subject.  The execution,  delivery and performance by Assignee of this AAR
                           Agreement and the consummation by it of the transactions  contemplated  hereby, have been duly authorized by
                           all  necessary  corporate  action  on part of  Assignee.  This AAR  Agreement  has been  duly  executed  and
                           delivered by Assignee and, upon the due authorization,  execution and delivery by Assignor and Company, will
                           constitute the valid and legally binding obligation of Assignee  enforceable  against Assignee in accordance
                           with  its  terms  except  as  enforceability  may be  limited  by  bankruptcy,  reorganization,  insolvency,
                           moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally,  and by
                           general  principles of equity  regardless of whether  enforceability is considered in a proceeding in equity
                           or at law;

                  No consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any  governmental
                           entity is  required  to be  obtained or made by  Assignee  in  connection  with the  execution,  delivery or
                           performance by Assignee of this AAR Agreement,  or the consummation by it of the  transactions  contemplated
                           hereby; and

                  The Assignee  assumes for the benefit of each of Assignor and Company all of Assignor's  rights under the  Agreements
                           but solely with respect to such Assigned Loans.

         Company warrants and represents to, and covenants with, Assignor and Assignee as of the date hereof:

                  Attached hereto as Attachment 3 are true and accurate  copies of the  Agreements,  each of which is in full force and
                           effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in any
                           respect, nor has any notice of termination been given thereunder;

                  Company  is duly  organized,  validly  existing  and in good  standing  under  the  laws of the  jurisdiction  of its
                           incorporation,  and has all  requisite  power and  authority to service the Assigned  Loans and otherwise to
                           perform its obligations under the Agreements;

                  Company has full  corporate  power and  authority  to execute,  deliver  and perform its  obligations  under this AAR
                           Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the  transactions
                           contemplated  by this AAR  Agreement is in the ordinary  course of Company's  business and will not conflict
                           with,  or result in a breach of,  any of the terms,  conditions  or  provisions  of  Company's  articles  of
                           incorporation or any legal  restriction,  or any material  agreement or instrument to which Company is now a
                           party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or
                           decree to which Company or its property is subject.  The execution,  delivery and  performance by Company of
                           this AAR  Agreement and the  consummation  by it of the  transactions  contemplated  hereby,  have been duly
                           authorized by all necessary  corporate action on part of Company.  This AAR Agreement has been duly executed
                           and delivered by Company, and, upon the due authorization,  execution and delivery by Assignor and Assignee,
                           will  constitute  the valid and legally  binding  obligation  of  Company,  enforceable  against  Company in
                           accordance  with  its  terms  except  as  enforceability  may  be  limited  by  bankruptcy,  reorganization,
                           insolvency,  moratorium  or other  similar  laws now or hereafter in effect  relating to  creditors'  rights
                           generally,  and by general  principles  of equity  regardless of whether  enforceability  is considered in a
                           proceeding in equity or at law;

                  No consent,  approval,  order or  authorization  of, or declaration,  filing or registration  with, any  governmental
                           entity is  required  to be  obtained  or made by Company  in  connection  with the  execution,  delivery  or
                           performance by Company of this AAR Agreement,  or the  consummation by it of the  transactions  contemplated
                           hereby;

                  Company shall establish a Custodial Account and an Escrow Account under the Servicing  Agreement in favor of Assignee
                           with respect to the  Assigned  Loans  separate  from the  Custodial  Account and Escrow  Account  previously
                           established under the Servicing Agreement in favor of Assignor; and

                  f.       No event has occurred  from the Closing Date to the date hereof which would render the  representations  and
                           warranties as to the related  Assigned  Loans made by the Company in Article III of the Servicing  Agreement
                           to be untrue in any material respect.

         5.       The Company hereby restates the  representations  and warranties set forth in Section 3(m) of the Servicing Agreement
as of the date hereof.

         Notwithstanding  anything to the  contrary in the  Servicing  Agreement,  the  Company  shall (or shall cause any  Third-Party
Originator  to) (i)  immediately  notify  Assignor and SAMI II in writing of (A) legal  proceedings  pending  against the  Company,  or
proceedings  known to be contemplated by  governmental  authorities  against the Company which in the judgment of the Company would be,
in each case,  material to purchasers of securities  backed by the Assigned Loans and (B) any affiliations or relationships of the type
described  in Item 1119(b) of  Regulation  AB that develop  following  the date hereof  between the Company and any of the above listed
parties or other  parties  identified  in writing by the Assignor or SAMI II with respect to the  Securitization  Transaction  and (ii)
provide to the Assignor and SAMI II a description of such proceedings, affiliations or relationships.

         Each  notice/update  regarding  Regulation  AB  should  be sent to the  Assignor  by  e-mail  to  regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com

                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564



                           Notifications pursuant to (i)(A) above should be sent to:

                           EMC Mortgage Corporation
                           Two Mac Arthur Ridge
                           909 Hidden Ridge Drive, Suite 200
                           Irving, TX  75038
                           Attention:  Associate General Counsel for Loan Administration
                           Facsimile:  (972) 831-2555

                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

         Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee  (and its  successors  and  assigns)  may sustain in any way related to any breach of the  representations  or  warranties  of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

Recognition of Assignee

         From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
Assigned  Loans are  intended to be part of a REMIC or multiple  REMICs,  and will service the Assigned  Loans in  accordance  with the
Agreements  and this AAR  Agreement  but in no event in a manner  that  would (i) cause any REMIC to fail to qualify as a REMIC or (ii)
result in the imposition of a tax upon any such intended  REMIC  (including  but not limited to the tax on prohibited  transactions  as
defined in Section  860F(a)(2) of the Code and the tax on  contributions  to a REMIC set forth in Section  860G(d) of the Code).  It is
the intention of Assignor,  Company and Assignee that this AAR  Agreement  shall be binding upon and for the benefit of the  respective
successors  and assigns of the  parties  hereto.  Neither  Company  nor  Assignor  shall  amend or agree to amend,  modify,  waive,  or
otherwise alter any of the terms or provisions of the Agreements,  which amendment,  modification,  waiver or other alteration would in
any way affect the Assigned Loans without the prior written consent of Assignee.

                  Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties hereto that
(i) this AAR Agreement is  acknowledged  and accepted by the Assignee not  individually  or  personally  but solely as Assignee for the
Trust in the exercise of the powers and authority  conferred and vested in it under the Pooling and Servicing  Agreement  (the "Pooling
and  Servicing  Agreement"),  dated as of July 1, 2006,  among  SAMI II,  the  Assignor,  the  Assignee,  Wells  Fargo  Bank,  National
Association,  as  master  servicer  (the  "Master  Servicer")  and as  securities  administrator,  (ii)  each  of the  representations,
undertakings and agreements herein made on behalf of the Trust is made and intended not as personal  representations,  undertakings and
agreements  of the Assignee but is made and intended for the purpose of binding only the Trust and (iii) under no  circumstances  shall
the Assignee be  personally  liable for the payment of any  indebtedness  or expenses of the Assignee or the Trust or be liable for the
breach or failure of any  obligation,  representation,  warranty or covenant made or  undertaken  by the Assignee,  the Assignor or the
Trust under the  Servicing  Agreement  or the Pooling and  Servicing  Agreement.  Any  recourse  against the Assignee in respect of any
obligations  it may have under or  pursuant  to the terms of this AAR  Agreement  shall be limited  solely to the assets it may hold as
trustee of Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

Miscellaneous

         7.       All  demands,  notices and  communications  related to the  Assigned  Loans,  the  Servicing  Agreement  and this AAR
Agreement  shall be in writing and shall be deemed to have been duly given if  personally  delivered at or mailed by  registered  mail,
postage prepaid, as follows:
                  In the case of Company,

                           GMAC Mortgage Corporation
                           500 Enterprise Road
                           Horsham, Pennsylvania 19044
                           Attention:  Mr. Frank Ruhl
                           Telecopier No.: (215) 682-3396

                  In the case of Assignor,

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com

                  In the case of the Securities Administrator,

                           Wells Fargo Bank,
                           National Association
                           9062 Old Annapolis Road
                           Columbia, Maryland 21045
                           Attention:  BSALTA 2006-5
                           Telecopier No.: (410) 715-2380

                  In the case of Assignee,

                           Citibank, N.A.
                           388 Greenwich Street, 14th Floor
                           New York, New York 10013
                           Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                           Telecopier No.: (212) 816-5527

         8.       Each party will pay any  commissions  it has incurred and the Assignor  shall pay the fees of its  attorneys  and the
reasonable fees of the attorneys of the Assignee and the Company in connection with the  negotiations  for,  documenting of and closing
of the transactions contemplated by this AAR Agreement.

         9.       This AAR  Agreement  shall be  construed  in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles,  and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
such laws.

         10.      No term or  provision  of this AAR  Agreement  may be waived or modified  unless such  waiver or  modification  is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

         11.      This AAR Agreement  shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Assignor,  Assignee or Company may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         12.      This AAR  Agreement  shall survive the  conveyance of the Assigned  Loans,  the  assignment of the  Agreements to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Agreements.

         13.      This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.

         14.      In the event that any provision of this AAR Agreement  conflicts with any provision of the Agreements with respect to
the Assigned Loans, the terms of this AAR Agreement shall control.

         15.      The Company  hereby  acknowledges  that Wells Fargo Bank,  National  Association  (the  "Master  Servicer")  has been
appointed as the master  servicer of the Assigned Loans  pursuant to the Pooling and Servicing  Agreement and therefor has the right to
enforce all  obligations of the Company,  as they relate to the Assigned  Loans,  under the  Agreements  and this AAR  Agreement.  Such
rights will include,  without  limitation,  the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an
event of default  thereunder,  the right to receive all remittances  required to be made by the Company under the Servicing  Agreement,
the right to receive all monthly  reports and other data  required to be delivered by the Company  under the  Agreements,  the right to
examine  the books and  records of the  Company,  indemnification  rights,  and the right to  exercise  certain  rights of consent  and
approval  relating to actions taken by the Company.  The Company shall make all distributions  under the Agreements,  as they relate to
the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name:  SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account #50937300.

and the Company shall deliver all reports  required to be delivered under the Agreements,  as they relate to the Assigned Loans, to the
Assignee at the address set forth in Section 8d herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.


EMC MORTGAGE CORPORATION
Assignor

By:_________________________________________________
Name:
Title:

CITIBANK, N.A.
AS TRUSTEE
Assignee

By:_________________________________________________
Name:
Title:

GMAC MORTGAGE CORPORATION
Company

By:_________________________________________________
Name:
Title:


ACKNOWLEDGED:

WELLS FARGO BANK,
NATIONAL ASSOCIATION

By:_________________________________________________
Name:
Title:




                                                             ATTACHMENT 1

                                                             CALLED LOANS

                                                       (Available upon request)




                                                             ATTACHMENT 2

                                                         2006-5 MORTGAGE LOANS

                                                       (Available upon request)




                                                             ATTACHMENT 3

                                                              AGREEMENTS


                                                       (Available upon request)






                                                                                                                           EXHIBIT I-13

                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage  Corporation  (the  "Assignor"),  Citibank,  N.A., not  individually but solely as trustee for the holders of the Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the "Assignee") and GreenPoint  Mortgage Funding,  Inc. (the
"Company").

         In  consideration of the mutual promises  contained  herein the parties hereto agree that the residential  mortgage loans (the
"Assigned  Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule")  purchased by the Assignor from the Company and
now serviced by Company for Assignor and its successors and assigns pursuant to (a) the Purchase,  Warranties and Servicing  Agreement,
dated as of September 1, 2003, as amended by Amendment No. 1 to the Purchase,  Warranties and Servicing Agreement,  dated as of January
1, 2006,  between  Assignor and Company (as amended,  the "PWS Agreement") and (b) the Term Sheets dated March 27, 2005, June 14, 2005,
June 21, 2005 and March 14, 2006,  each  between  Assignor and Company (the "Term  Sheets" and  together  with the PWS  Agreement,  the
"Agreements")  shall be subject  to the terms of this AAR  Agreement.  Capitalized  terms used  herein but not  defined  shall have the
meanings ascribed to them in the PWS Agreement.

                                                       Assignment and Assumption

         Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned  Loans and (b) the  Agreements  with respect to the Assigned  Loans;  provided,
however,  that the Assignor is not  assigning to the Assignee any of its right,  title or interest,  in, to and under the PWS Agreement
with  respect to any  mortgage  loan other than the  Assigned  Loans  listed on Exhibit A.  Notwithstanding  anything  to the  contrary
contained  herein,  the Assignor  specifically  reserves  and does not assign to the  Assignee any right,  title and interest in, to or
under the  representations  and  warranties  contained  in Section  3.01 and  Section  3.02 of the PWS  Agreement  and the  Assignor is
retaining  the right to enforce the  representations  and  warranties  set forth in those  sections  against the Company.  Except as is
otherwise  expressly provided herein, the Assignor makes no  representations,  warranties or covenants to the Assignee and the Assignee
acknowledges  that the Assignor has no obligations  to the Assignee  under the terms of the PWS Agreement or otherwise  relating to the
transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

                                               Representations, Warranties and Covenants

         Assignor warrants and represents to Assignee and Company as of the date hereof:

          Attached  hereto as  Attachment 2 are true and accurate  copies of the  Agreements  which  agreements  are in full force and
effect as of the date hereof and the provisions of which have not been waived,  amended or modified in any respect, nor has any notice
of termination been given thereunder;

          Assignor is the lawful  owner of the Assigned  Loans with full right to transfer  the Assigned  Loans and any and all of its
interests,  rights and  obligations  under the PWS  Agreement  as they relate to the Assigned  Loans,  free and clear from any and all
claims and  encumbrances;  and upon the transfer of the Assigned  Loans to Assignee as  contemplated  herein and in the Mortgage  Loan
Purchase  Agreement  dated as of July 31, 2006 between the Assignor and  Structured  Asset Mortgage  Investments II Inc.  ("SAMI II"),
Assignee shall have good title to each and every  Assigned  Loan, as well as any and all of Assignee's  interests and rights under the
PWS Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

          There are no offsets,  counterclaims  or other  defenses  available to Company with respect to the Assigned Loans or the PWS
Agreement;

          Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

          Assignor is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;

          Assignor has full corporate power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Assignor's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions or
provisions of Assignor's  charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Assignor is
now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which
Assignor or its property is subject.  The execution,  delivery and performance by Assignor of this AAR Agreement and the  consummation
by it of the transactions  contemplated  hereby,  have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR  Agreement  has been duly  executed and  delivered by Assignor  and,  upon the due  authorization,  execution and delivery by
Assignee and Company,  will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws
now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of equity  regardless  of whether
enforceability is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required to be  obtained  or made by  Assignor in  connection  with the  execution,  delivery or  performance  by Assignor of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          Neither  Assignor  nor anyone  acting on its behalf has offered,  transferred,  pledged,  sold or otherwise  disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer,  pledge or other disposition
of the Assigned  Loans,  or any interest in the Assigned  Loans or otherwise  approached  or  negotiated  with respect to the Assigned
Loans,  or any  interest in the Assigned  Loans with any Person in any manner,  or made any general  solicitation  by means of general
advertising or in any other manner,  or taken any other action which would  constitute a distribution  of the Assigned Loans under the
Securities  Act of 1933,  as amended  (the "1933 Act") or which would  render the  disposition  of the  Assigned  Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto;

          The Assignor has received  from  Company,  and has  delivered to the  Assignee,  all  documents  required to be delivered to
Assignor by the  Company  prior to the date  hereof  pursuant to the PWS  Agreement  with  respect to the  Assigned  Loans and has not
received, and has not requested from the Company, any additional documents; and

          There is no action, suit,  proceeding,  investigation or litigation pending or, to Assignor's knowledge,  threatened,  which
either in any instance or in the aggregate,  if determined  adversely to Assignor,  would  adversely  affect  Assignor's  execution or
delivery of, or the  enforceability  of, this AAR  Agreement,  or the  Assignor's  ability to perform its  obligations  under this AAR
Agreement.

         Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

          Assignee is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  organization
and has all  requisite  power and  authority to hold the Assigned  Loans as trustee on behalf of the holders of the Bear Stearns ALT-A
Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5;

          Assignee has full corporate power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Assignee's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions or
provisions of Assignee's  charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Assignee is
now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which
Assignee or its property is subject.  The execution,  delivery and performance by Assignee of this AAR Agreement and the  consummation
by it of the transactions  contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee.  This
AAR Agreement has been duly  executed and  delivered by Assignee and, upon the due  authorization,  execution and delivery by Assignor
and Company,  will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required to be  obtained  or made by  Assignee in  connection  with the  execution,  delivery or  performance  by Assignee of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          There is no action, suit,  proceeding,  investigation or litigation pending or, to Assignee's knowledge,  threatened,  which
either in any instance or in the aggregate,  if determined  adversely to Assignee,  would  adversely  affect  Assignee's  execution or
delivery of, or the  enforceability  of, this AAR  Agreement,  or the  Assignee's  ability to perform its  obligations  under this AAR
Agreement; and

          Assignee  assumes for the benefit of each of the Assignor and the Company all of the rights of the  Purchaser  under the PWS
Agreement with respect to the Assigned Loans.

         Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

          Attached  hereto as Attachment 2 are true and accurate  copies of the  Agreements,  which  agreements  are in full force and
effect as of the date hereof and the provisions of which have not been waived,  amended or modified in any respect, nor has any notice
of termination been given thereunder;

          Company is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its  incorporation,
and has all  requisite  power and  authority to service the Assigned  Loans and  otherwise  to perform its  obligations  under the PWS
Agreement;

          Company has full corporate  power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Company's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions  or
provisions of Company's charter or by-laws or any legal  restriction,  or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
or its property is subject.  The execution,  delivery and  performance by Company of this AAR Agreement and the  consummation by it of
the transactions  contemplated  hereby, have been duly authorized by all necessary  corporate action on the part of Company.  This AAR
Agreement  has been duly executed and delivered by Company,  and, upon the due  authorization,  execution and delivery by Assignor and
Assignee,  will constitute the valid and legally  binding  obligation of Company,  enforceable  against Company in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required  to be  obtained  or made by Company  in  connection  with the  execution,  delivery  or  performance  by Company of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          The Company shall establish a Custodial  Account and an Escrow Account under the PWS Agreement in favor of the Assignee with
respect to the Assigned Loans separate from the Custodial  Account and Escrow Account  previously  established under the PWS Agreement
in favor of Assignor;

          No event has occurred from the Closing Date to the date hereof which would render the  representations  and warranties as to
the related  Assigned Loans made by the Company in Sections 3.01 and 3.02 of the PWS Agreement to be untrue in any material  respect;
and

          Neither this AAR Agreement nor any certification,  statement, report or other agreement, document or instrument furnished or
to be furnished by the Company  pursuant to this AAR Agreement  contains or will contain any  materially  untrue  statement of fact or
omits or will omit to state a material fact necessary to make the statements contained therein not misleading.

         The Company hereby  restates the  representations  and warranties set forth in Section  3.01(p) of the PWS Agreement as of the
date hereof.

         Notwithstanding  anything to the contrary in the PWS Agreement,  the Company shall (or shall cause any Third-Party  Originator
to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings  pending against the Company,  or proceedings known
to be  contemplated  by  governmental  authorities  against the Company  which in the  judgment of the Company  would be, in each case,
material to purchasers of securities  backed by the Assigned Loans and (B) any  affiliations or  relationships of the type described in
Item 1119(b) of Regulation AB that develop  following the date hereof  between the Company and any of the above listed parties or other
parties  identified  in writing by the  Assignor or SAMI II with  respect to the  Securitization  Transaction  and (ii)  provide to the
Assignor and SAMI II a description of such proceedings, affiliations or relationships.

         Each  notice/update  regarding  Regulation  AB  should  be sent to the  Assignor  by  e-mail  to  regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com


                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564



                           Notifications pursuant to (i)(A) above should be sent to:


                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, TX  75067-3884
                           Attention:  Conduit Seller Approval Dept.
                           Facsimile:  (214) 626-3751
                           Email:  sellerapproval@bear.com

                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

         Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee  (and its  successors  and  assigns)  may sustain in any way related to any breach of the  representations  or  warranties  of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

                                                        Recognition of Assignee

         From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
Assigned Loans are intended to be part of a REMIC or multiple  REMICs,  and will service the Assigned Loans in accordance  with the PWS
Agreement  (as  modified by this AAR  Agreement)  but in no event in a manner that would (i) cause any such  intended  REMIC to fail to
qualify as a REMIC or (ii) result in the  imposition of a tax upon any such  intended  REMIC  (including  but not limited to the tax on
prohibited  transactions  as defined in Section  860F(a)(2)  of the Code and the tax on  contributions  to a REMIC set forth in Section
860G(d) of the Code).  It is the intention of Assignor,  Company and Assignee that this AAR Agreement shall be binding upon and for the
benefit of the respective  successors and assigns of the parties  hereto.  Neither  Company nor Assignor shall amend or agree to amend,
modify,  waive, or otherwise alter any of the terms or provisions of the PWS Agreement which amendment,  modification,  waiver or other
alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.

         Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties  hereto that (a) the
execution  and delivery of this AAR  Agreement by the  Assignee is solely in its capacity as trustee (the  "Trustee")  for Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 pursuant to the Pooling and Servicing Agreement (the "Pooling
and  Servicing  Agreement"),  dated as of July 1, 2006,  among  SAMI II,  the  Assignor,  the  Assignee,  Wells  Fargo  Bank,  National
Association,  as master  servicer  (the "Master  Servicer")  and as securities  administrator,  and not  individually,  (b) each of the
representations,  undertakings  and  agreements  herein made on behalf of Bear  Stearns  ALT-A Trust  2006-5 (the  "Trust") is made and
intended  not as personal  representations,  undertakings  and  agreements  of the Trustee but is made and  intended for the purpose of
binding only the Trust and (c) under no  circumstances  shall the Trustee be personally  liable for the payment of any  indebtedness or
expenses of the Assignee or the Trust or be liable for the breach or failure of any  obligation,  representation,  warranty or covenant
made or  undertaken by the  Assignee,  the Assignor or the Trust under this AAR  Agreement or made or  undertaken by the Assignee,  the
Assignor or the Trust under the  Agreements or the Pooling and  Servicing  Agreement.  Any recourse  against the Assignee in respect of
any  obligations it may have under or pursuant to the terms of this AAR Agreement  shall be limited solely to the assets it may hold as
trustee for Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

                                                     Modification of PWS Agreement

         The Company and Assignor hereby amend the PWS Agreement as follows:

          The following definitions are added to Article I of the PWS Agreement:

         Assignee:  Citibank,  N.A., not in its individual  capacity but solely as trustee for the holders of the Bear Stearns
         ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

         Master Servicer:  Wells Fargo Bank, National  Association,  or its successors in interest who meet the qualifications
         of the Pooling and Servicing Agreement and this Agreement.

            Pooling and Servicing Agreement:  That certain pooling and servicing agreement,  dated as of July 1, 2006, among SAMI
         II, the Trustee, the Master Servicer, the Securities Administrator and EMC Mortgage Corporation.

         SAMI II: Structured Asset Mortgage Investments II Inc. ("SAMI II")

         Securities Administrator: Wells Fargo Bank, National Association.

         Trustee:  Citibank, N.A., or its successor in interest, or any successor trustee appointed as provided in the Pooling
         and Servicing Agreement.

          The definition of Business Day is deleted in its entirety and replaced with the following:

         Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of California,  New
         York,  Maryland or  Minnesota,  or (iii) a day on which banks in the States of New York,  Maryland or  Minnesota  are
         authorized or obligated by law or executive order to be closed.

          The Standard & Poor's rating of "A2" in the  definition  of Eligible  Account in Section 1.01 of the PWS Agreement is hereby
replaced with "AA".

          The following is added to the first sentence of the fourth paragraph of Section 4.13 of the PWS Agreement:

         ";  provided,  however,  that any REO  property  shall be disposed  of by the  Company  before the close of the third
         taxable year  following  the taxable year in which the Mortgage  Loan became an REO  property,  unless the Company is
         otherwise directed by the Assignee."

         Section 11.04 of the PWS Agreement is deleted in its entirety and replaced with the following:

         Section 11.04      Governing Law.

                  This Agreement and the related Term Sheet shall be governed by and construed in accordance  with the laws of
         the State of New York without giving effect to principles of conflicts of laws and except to the extent  preempted by
         Federal law and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
         such laws.

                                                             Miscellaneous

         All demands,  notices and  communications  related to the Assigned Loans, the PWS Agreement and this AAR Agreement shall be in
writing and shall be deemed to have been duly given if  personally  delivered at or mailed by  registered  mail,  postage  prepaid,  as
follows:

                  In the case of Company:
                  GreenPoint Mortgage Funding, Inc.
                  100 Wood Hollow Drive
                  Novato, California 94945
                  Attention: Susan Davia

                  In the case of Assignor:
                  EMC Mortgage Corporation
                  Mac Arthur Ridge II
                  2780 Lake Vista Drive

                  Lewisville, Texas 75067

                  Attention:  President or General Counsel

                  Facsimile: (469) 759-4714

                  In the case of Assignee:
                  Citibank, N.A.
                  388 Greenwich Street, 14th Floor
                  New York, New York 10013
                  Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                  Telecopier No.: (212) 816-5527

                  In the case of Securities Administrator:


                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380

         The Company hereby acknowledges that Wells Fargo Bank,  National  Association has been appointed as the master servicer of the
Assigned  Loans pursuant to the Pooling and Servicing  Agreement and therefor has the right to enforce all  obligations of the Company,
as they relate to the Assigned Loans,  under the PWS Agreement.  Such right will include,  without  limitation,  the right to terminate
the Company  under the PWS  Agreement  upon the  occurrence  of an event of default  thereunder,  the right to receive all  remittances
required to be made by the Company  under the PWS  Agreement,  the right to receive all monthly  reports and other data  required to be
delivered by the Company under the PWS Agreement,  the right to examine the books and records of the Company,  indemnification  rights,
and the right to exercise  certain  rights of consent and approval  relating to actions  taken by the Company.  The Company  shall make
all  distributions  under the PWS  Agreement,  as they  relate to the  Assigned  Loans,  to the Master  Servicer  by wire  transfer  of
immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name: SAS Clearing
                  Account # 3970771416
                  FFC to: BSALTA 2006-5, Account # 50937300.

and the Company shall deliver all reports  required to be delivered  under the PWS Agreement,  as they relate to the Assigned Loans, to
the Assignee at the address set forth in Section 8(c) herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5

         Each party will pay any  commissions it has incurred and the fees of its attorneys in connection  with the  negotiations  for,
documenting of and closing of the transactions contemplated by this AAR Agreement.

         This AAR Agreement  shall be construed in accordance  with the laws of the State of New York,  without  regard to conflicts of
law principles  (other than Section 5-1401 of the New York Obligations  Law), and the  obligations,  rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

         No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.

         This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
Assignor,  Assignee  or Company may be merged or  consolidated  shall,  without the  requirement  for any  further  writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         This AAR Agreement  shall survive the conveyance of the Assigned  Loans,  the assignment of the PWS Agreement to the extent of
the Assigned Loans by Assignor to Assignee and the termination of the PWS Agreement.

         This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.

         In the event that any provision of this AAR Agreement  conflicts  with any provision of the PWS Agreement  with respect to the
Assigned Loans, the terms of this AAR Agreement shall control.




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.


                                                     EMC MORTGAGE CORPORATION
                                                     Assignor

                                                     By:_________________________________________
                                                     Name:_______________________________________
                                                     Title:______________________________________



                                                     CITIBANK, N.A., as
                                                     Trustee, the Assignee

                                                     By:_________________________________________
                                                     Name:_______________________________________
                                                     Title:______________________________________



                                                     GREENPOINT MORTGAGE FUNDING, INC. Company

                                                     By:_________________________________________
                                                     Name:_______________________________________
                                                     Title:______________________________________







ACKNOWLEDGED AND AGREED:

WELLS FARGO BANK,
NATIONAL ASSOCIATION


By:_________________________________________
Name:
Title:




                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE


                                                       (Available upon request)




                                                             ATTACHMENT 2

                                                              AGREEMENTS

                                                       (Available Upon Request)





                                                                                                                           EXHIBIT I-14

                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage Corporation (the "Assignor"),  U.S. Bank National  Association,  not individually but solely as trustee for the holders of the
Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through  Certificates,  Series 2006-5 (the "Assignee") and HomeBanc Mortgage Corporation
(the "Company").

         In  consideration of the mutual promises  contained  herein the parties hereto agree that the residential  mortgage loans (the
"Assigned  Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule")  purchased by the Assignor from the Company and
now serviced by Company for Assignor and its successors and assigns pursuant to (a) the Purchase,  Warranties and Servicing  Agreement,
dated as of January 1, 2004,  as amended by the  Amended  and  Restated  Amendment  No. 1 to the  Purchase,  Warranties  and  Servicing
Agreement,  dated as of January 27, 2006,  between Assignor and Company (as amended,  the "PWS Agreement") and (b) the Term Sheet dated
September  26, 2005 between  Assignor and Company (the "Term Sheet" and together with the PWS  Agreement,  the  "Agreements")  shall be
subject to the terms of this AAR  Agreement.  Capitalized  terms used herein but not defined  shall have the meanings  ascribed to them
in the PWS Agreement.

                                                       Assignment and Assumption

         Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned  Loans and (b) the  Agreements  with respect to the Assigned  Loans;  provided,
however,  that the Assignor is not  assigning to the Assignee any of its right,  title or interest,  in, to and under the PWS Agreement
with  respect to any  mortgage  loan other than the  Assigned  Loans  listed on Exhibit A.  Notwithstanding  anything  to the  contrary
contained  herein,  the Assignor  specifically  reserves  and does not assign to the  Assignee any right,  title and interest in, to or
under the  representations  and  warranties  contained  in Section  3.01 and  Section  3.02 of the PWS  Agreement  and the  Assignor is
retaining  the right to enforce the  representations  and  warranties  set forth in those  sections  against the Company.  Except as is
otherwise  expressly provided herein, the Assignor makes no  representations,  warranties or covenants to the Assignee and the Assignee
acknowledges  that the Assignor has no obligations  to the Assignee  under the terms of the PWS Agreement or otherwise  relating to the
transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

                                               Representations, Warranties and Covenants

          Assignor warrants and represents to Assignee and Company as of the date hereof:

          Attached  hereto as  Attachment 2 are true and accurate  copies of the  Agreements  which  agreements  are in full force and
effect as of the date hereof and the provisions of which have not been waived,  amended or modified in any respect, nor has any notice
of termination been given thereunder;

          Assignor is the lawful  owner of the Assigned  Loans with full right to transfer  the Assigned  Loans and any and all of its
interests,  rights and  obligations  under the PWS  Agreement  as they relate to the Assigned  Loans,  free and clear from any and all
claims and  encumbrances;  and upon the transfer of the Assigned  Loans to Assignee as  contemplated  herein and in the Mortgage  Loan
Purchase  Agreement  dated as of July 31, 2006 between the Assignor and  Structured  Asset Mortgage  Investments II Inc.  ("SAMI II"),
Assignee  shall  have  good  title to each and  every  Assigned  Loan,  as well as any and all of  Assignee's  interests,  rights  and
obligations  under  the PWS  Agreement  as they  relate  to the  Assigned  Loans,  free and  clear of any and all  liens,  claims  and
encumbrances;

          There are no offsets,  counterclaims  or other  defenses  available to Company with respect to the Assigned Loans or the PWS
Agreement;

          Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

          Assignor is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;

          Assignor has full corporate power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Assignor's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions or
provisions of Assignor's  charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Assignor is
now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which
Assignor or its property is subject.  The execution,  delivery and performance by Assignor of this AAR Agreement and the  consummation
by it of the transactions  contemplated  hereby,  have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR  Agreement  has been duly  executed and  delivered by Assignor  and,  upon the due  authorization,  execution and delivery by
Assignee and Company,  will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws
now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of equity  regardless  of whether
enforceability is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required to be  obtained  or made by  Assignor in  connection  with the  execution,  delivery or  performance  by Assignor of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          Neither  Assignor  nor anyone  acting on its behalf has offered,  transferred,  pledged,  sold or otherwise  disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer,  pledge or other disposition
of the Assigned  Loans,  or any interest in the Assigned  Loans or otherwise  approached  or  negotiated  with respect to the Assigned
Loans,  or any  interest in the Assigned  Loans with any Person in any manner,  or made any general  solicitation  by means of general
advertising or in any other manner,  or taken any other action which would  constitute a distribution  of the Assigned Loans under the
Securities  Act of 1933,  as amended  (the "1933 Act") or which would  render the  disposition  of the  Assigned  Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto;

          The Assignor has received  from  Company,  and has  delivered to the  Assignee,  all  documents  required to be delivered to
Assignor by the  Company  prior to the date  hereof  pursuant to the PWS  Agreement  with  respect to the  Assigned  Loans and has not
received, and has not requested from the Company, any additional documents; and

          There is no action, suit,  proceeding,  investigation or litigation pending or, to Assignor's knowledge,  threatened,  which
either in any instance or in the aggregate,  if determined  adversely to Assignor,  would  adversely  affect  Assignor's  execution or
delivery of, or the  enforceability  of, this AAR  Agreement,  or the  Assignor's  ability to perform its  obligations  under this AAR
Agreement.

         Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

          Assignee is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  organization
and has all  requisite  power and  authority to hold the Assigned  Loans as trustee on behalf of the holders of the Bear Stearns ALT-A
Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5;

          Assignee has full corporate power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Assignee's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions or
provisions of Assignee's  charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Assignee is
now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which
Assignee or its property is subject.  The execution,  delivery and performance by Assignee of this AAR Agreement and the  consummation
by it of the transactions  contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee.  This
AAR Agreement has been duly  executed and  delivered by Assignee and, upon the due  authorization,  execution and delivery by Assignor
and Company,  will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required to be  obtained  or made by  Assignee in  connection  with the  execution,  delivery or  performance  by Assignee of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          There is no action, suit,  proceeding,  investigation or litigation pending or, to Assignee's knowledge,  threatened,  which
either in any instance or in the aggregate,  if determined  adversely to Assignee,  would  adversely  affect  Assignee's  execution or
delivery of, or the  enforceability  of, this AAR  Agreement,  or the  Assignee's  ability to perform its  obligations  under this AAR
Agreement; and

          Assignee  assumes for the benefit of each of the Assignor and the Company all of the rights of the  Purchaser  under the PWS
Agreement with respect to the Assigned Loans.

         Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

          Attached  hereto as Attachment 2 are true and accurate  copies of the  Agreements,  which  agreements  are in full force and
effect as of the date hereof and the provisions of which have not been waived,  amended or modified in any respect, nor has any notice
of termination been given thereunder;

          Company is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its  incorporation,
and has all  requisite  power and  authority to service the Assigned  Loans and  otherwise  to perform its  obligations  under the PWS
Agreement;

          Company has full corporate  power and authority to execute,  deliver and perform its obligations  under this AAR Agreement,
and to consummate the  transactions set forth herein.  The  consummation of the transactions  contemplated by this AAR Agreement is in
the ordinary  course of  Company's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions  or
provisions of Company's charter or by-laws or any legal  restriction,  or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
or its property is subject.  The execution,  delivery and  performance by Company of this AAR Agreement and the  consummation by it of
the transactions  contemplated  hereby, have been duly authorized by all necessary  corporate action on the part of Company.  This AAR
Agreement  has been duly executed and delivered by Company,  and, upon the due  authorization,  execution and delivery by Assignor and
Assignee,  will constitute the valid and legally  binding  obligation of Company,  enforceable  against Company in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

          No consent,  approval,  order or authorization of, or declaration,  filing or registration with, any governmental  entity is
required  to be  obtained  or made by Company  in  connection  with the  execution,  delivery  or  performance  by Company of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;

          The Company shall establish a Custodial  Account and an Escrow Account under the PWS Agreement in favor of the Assignee with
respect to the Assigned Loans separate from the Custodial  Account and Escrow Account  previously  established under the PWS Agreement
in favor of Assignor;

          No event has occurred from the Closing Date to the date hereof which would render the  representations  and warranties as to
the related  Assigned Loans made by the Company in Sections 3.01 and 3.02 of the PWS Agreement to be untrue in any material  respect;
and

          Neither this AAR Agreement nor any certification,  statement, report or other agreement, document or instrument furnished or
to be furnished by the Company  pursuant to this AAR Agreement  contains or will contain any  materially  untrue  statement of fact or
omits or will omit to state a material fact necessary to make the statements contained therein not misleading.

         The Company hereby  restates the  representations  and warranties set forth in Section  3.01(p) of the PWS Agreement as of the
date hereof.

         Notwithstanding  anything to the contrary in the PWS Agreement,  the Company shall (or shall cause any Third-Party  Originator
to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings  pending against the Company,  or proceedings known
to be  contemplated  by  governmental  authorities  against the Company  which in the  judgment of the Company  would be, in each case,
material to purchasers of securities  backed by the Assigned  Loans,  (B) any  affiliations or  relationships  of the type described in
Item 1119(b) of Regulation AB that develop  following the date hereof  between the Company and any of the above listed parties or other
parties  identified  in writing by the  Assignor or SAMI II with  respect to the  Securitization  Transaction  and (ii)  provide to the
Assignor and SAMI II a description of such proceedings, affiliations or relationships.

         Each  notice/update  regarding  Regulation  AB  should  be sent to the  Assignor  by  e-mail  to  regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com


                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564



                           Notifications pursuant to (i)(A) above should be sent to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, TX  75067-3884
                           Attention:  Conduit Seller Approval Dept.
                           Facsimile:  (214) 626-3751
                           Email:  sellerapproval@bear.com

                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

         Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee  (and its  successors  and  assigns)  may sustain in any way related to any breach of the  representations  or  warranties  of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

                                                        Recognition of Assignee

         From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
Assigned Loans are intended to be part of a REMIC or multiple  REMICs,  and will service the Assigned Loans in accordance  with the PWS
Agreement  (as  modified by this AAR  Agreement)  but in no event in a manner that would (i) cause any such  intended  REMIC to fail to
qualify as a REMIC or (ii) result in the  imposition of a tax upon any such  intended  REMIC  (including  but not limited to the tax on
prohibited  transactions  as defined in Section  860F(a)(2)  of the Code and the tax on  contributions  to a REMIC set forth in Section
860G(d) of the Code).  It is the intention of Assignor,  Company and Assignee that this AAR Agreement shall be binding upon and for the
benefit of the respective  successors and assigns of the parties  hereto.  Neither  Company nor Assignor shall amend or agree to amend,
modify,  waive, or otherwise alter any of the terms or provisions of the PWS Agreement which amendment,  modification,  waiver or other
alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.

         Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties  hereto that (a) the
execution  and delivery of this AAR  Agreement by the  Assignee is solely in its capacity as trustee (the  "Trustee")  for Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 pursuant to the Pooling and Servicing Agreement (the "Pooling
and  Servicing  Agreement"),  dated as of July 1, 2006,  among  SAMI II,  the  Assignor,  the  Assignee,  Wells  Fargo  Bank,  National
Association,  as master  servicer  (the "Master  Servicer")  and as securities  administrator,  and not  individually,  (b) each of the
representations,  undertakings  and  agreements  herein made on behalf of Bear  Stearns  ALT-A Trust  2006-5 (the  "Trust") is made and
intended  not as personal  representations,  undertakings  and  agreements  of the Trustee but is made and  intended for the purpose of
binding only the Trust and (c) under no  circumstances  shall the Trustee be personally  liable for the payment of any  indebtedness or
expenses of the Assignee or the Trust or be liable for the breach or failure of any  obligation,  representation,  warranty or covenant
made or  undertaken by the  Assignee,  the Assignor or the Trust under this AAR  Agreement or made or  undertaken by the Assignee,  the
Assignor or the Trust under the  Agreements or the Pooling and  Servicing  Agreement.  Any recourse  against the Assignee in respect of
any  obligations it may have under or pursuant to the terms of this AAR Agreement  shall be limited solely to the assets it may hold as
trustee for Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

                                                     Modification of PWS Agreement

         The Company and Assignor hereby amend the PWS Agreement as follows:

         The following definitions are added to Article I of the PWS Agreement:

         Assignee:  U.S.  Bank  National  Association,  as trustee for the  holders of the Bear  Stearns  ALT-A Trust  2006-5,
         Mortgage Pass-Through Certificates, Series 2006-5.

         Pooling and Servicing Agreement:  That certain pooling and servicing agreement,  dated as of July 1, 2006, among SAMI
         II, the Trustee, the Master Servicer, the Securities Administrator and EMC Mortgage Corporation.

         SAMI II: Structured Asset Mortgage Investments II Inc.

         Securities Administrator: Wells Fargo Bank, National Association.

         Trustee:  U.S.  Bank  National  Association,  or its successor in interest,  or any  successor  trustee  appointed as
         provided in the Pooling and Servicing Agreement.

         The definition of Business Day is deleted in its entirety and replaced with the following:

         Business  Day:  Any day other  than:  (i) a Saturday  or Sunday,  or (ii) a legal  holiday in the States of New York,
         Georgia,  Maryland  or  Minnesota,  or (iii) a day on which  banks in the States of New York,  Georgia,  Maryland  or
         Minnesota are authorized or obligated by law or executive order to be closed.

          The Standard & Poor's rating of "A2" in the  definition  of Eligible  Account in Section 1.01 of the PWS Agreement is hereby
replaced with "AA".

          The following is added to the first sentence of the fourth paragraph of Section 4.13 of the PWS Agreement:

         ";  provided,  however,  that any REO  property  shall be disposed  of by the  Company  before the close of the third
         taxable year  following  the taxable year in which the Mortgage  Loan became an REO  property,  unless the Company is
         otherwise directed by the Assignee."

         (j)      Section 11.04 of the PWS Agreement is deleted in its entirety and replaced with the following:

         Section 11.04      Governing Law.

                  This Agreement and the related Term Sheet shall be governed by and construed in accordance  with the laws of
         the State of New York without giving effect to principles of conflicts of laws and except to the extent  preempted by
         Federal law and the obligations,  rights and remedies of the parties hereunder shall be determined in accordance with
         such laws.

                                                             Miscellaneous

         All demands,  notices and  communications  related to the Assigned Loans, the PWS Agreement and this AAR Agreement shall be in
writing and shall be deemed to have been duly given if  personally  delivered at or mailed by  registered  mail,  postage  prepaid,  as
follows:

                  In the case of Company:

                  HomeBanc Mortgage Corporation
                  2002 Summit Boulevard, Suite 100
                  Atlanta, GA 30319
                  Attention:  Debra F. Watkins, EVP and Chief Capital Markets Officer
                  Telecopier No.: (404) 705-2301

                  With a copy to:

                  HomeBanc Mortgage Corporation
                  2002 Summit Boulevard, Suite 100
                  Atlanta, GA 30319
                  Attention:  General Counsel

                  In the case of Assignor:
                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, Texas 75067-3884
                  Attention:  Conduit Seller Approval Dept.
                  Facsimile: (214) 626-3751
                  Email: sellerapproval@bear.com

                  In the case of Assignee:
                  Citibank, N.A.
                  388 Greenwich Street, 14th Floor
                  New York, New York 10013
                  Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                  Telecopier No.: (212) 816-5527

                  In the case of Securities Administrator:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380

         The Company hereby acknowledges that Wells Fargo Bank,  National  Association has been appointed as the master servicer of the
Assigned  Loans pursuant to the Pooling and Servicing  Agreement and therefor has the right to enforce all  obligations of the Company,
as they relate to the Assigned Loans,  under the PWS Agreement.  Such right will include,  without  limitation,  the right to terminate
the Company  under the PWS  Agreement  upon the  occurrence  of an event of default  thereunder,  the right to receive all  remittances
required to be made by the Company  under the PWS  Agreement,  the right to receive all monthly  reports and other data  required to be
delivered by the Company under the PWS Agreement,  the right to examine the books and records of the Company,  indemnification  rights,
and the right to exercise  certain  rights of consent and approval  relating to actions  taken by the Company.  The Company  shall make
all  distributions  under the PWS  Agreement,  as they  relate to the  Assigned  Loans,  to the Master  Servicer  by wire  transfer  of
immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name: SAS Clearing
                  Account # 3970771416
                  FFC to: BSALTA 2006-5, Account # 50937300.

and the Company shall deliver all reports  required to be delivered  under the PWS Agreement,  as they relate to the Assigned Loans, to
the Assignee at the address set forth in Section 8(c) herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5

         Each party will pay any  commissions it has incurred and the fees of its attorneys in connection  with the  negotiations  for,
documenting of and closing of the transactions contemplated by this AAR Agreement.

         This AAR Agreement  shall be construed in accordance  with the laws of the State of New York,  without  regard to conflicts of
law principles  (other than Section 5-1401 of the New York Obligations  Law), and the  obligations,  rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

         No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.

         This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
Assignor,  Assignee  or Company may be merged or  consolidated  shall,  without the  requirement  for any  further  writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

         This AAR Agreement  shall survive the conveyance of the Assigned  Loans,  the assignment of the PWS Agreement to the extent of
the Assigned Loans by Assignor to Assignee and the termination of the PWS Agreement.

         This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.

         In the event that any provision of this AAR Agreement  conflicts  with any provision of the PWS Agreement  with respect to the
Assigned Loans, the terms of this AAR Agreement shall control.




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.


EMC MORTGAGE CORPORATION,
Assignor


By:__________________________________________________
Name:
Title:

CITIBANK, N.A.
not individually but solely as trustee for the holders of Bear Stearns
ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5,
Assignee


By:__________________________________________________
Name:
Title:


HOMEBANC MORTGAGE CORPORATION,
Company


By:__________________________________________________
Name:
Title:

ACKNOWLEDGED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION


By:__________________________________________________
Name:
Title:




                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE


                                                       (Available upon request)




                                                             ATTACHMENT 2

                                                              AGREEMENTS

                                                       (Available Upon Request)





                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage  Corporation  (the  "Assignor"),  Citibank,  N.A., not  individually but solely as trustee for the holders of the Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the  "Assignee")  and HSBC Mortgage  Corporation  (USA) (the
"Company").

         Whereas,  the Assignor  purchased  certain  residential  mortgage loans (the "Assigned  Loans") listed on Attachment 1 annexed
hereto (the  "Assigned  Loan  Schedule")  from the Company  pursuant to the Amended and Restated  Purchase,  Warranties  and  Servicing
Agreement,  dated as of September 1, 2005, as amended by Amendment Reg AB (the  "Amendment  Reg AB"),  dated as of November 7, 2005 (as
amended,  the  "Servicing  Agreement"),  between the  Company  and  Assignor  and  pursuant to which the Company  agreed to service the
Assigned Loans; and

         In consideration of the mutual promises and agreements  contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties hereto agree that the Assignor's  right,  title and interest to
and under the Servicing  Agreement and the Assigned  Loans now serviced by Company for Assignor,  shall be subject to the terms of this
AAR Agreement.  Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.

Assignment and Assumption

1.       Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
   title and interest as in, to and under (a) the Assigned Loans and (b) the Servicing Agreement;  provided, however, that the Assignor
   is not assigning to the Assignee any of its right, title or interest,  in, to and under the Servicing  Agreement with respect to any
   mortgage loan other than the Assigned Loans listed on Attachment 1.  Notwithstanding  anything to the contrary contained herein, the
   Assignor  specifically  reserves  and does  not  assign  to the  Assignee  any  right,  title  and  interest  in,  to or  under  the
   representations  and warranties  contained in Section 3.01 and Section 3.02 of the Servicing Agreement and the Assignor is retaining
   the right to enforce the  representations  and warranties set forth in those  sections  against the Company.  Except as is otherwise
   expressly  provided  herein,  the  Assignor  makes no  representations,  warranties  or  covenants  to the Assignee and the Assignee
   acknowledges that the Assignor has no obligations to the Assignee under the terms of the Servicing  Agreement or otherwise  relating
   to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

Representations, Warranties and Covenants

2.       Assignor warrants and represents to Assignee and Company as of the date hereof:

(a)      [reserved];

(b)      Attached  hereto as Attachment 2 is a true and accurate  copy of the Servicing  Agreement of which is in full force and effect
                           as of the date hereof and the provisions of which have not been waived,  amended or modified in any respect,
                           nor has any notice of termination been given thereunder;

(c)      Assignor is the lawful  owner of the  Assigned  Loans with full right to transfer  the  Assigned  Loans and any and all of its
                           interests,  rights and obligations under the Servicing  Agreement as they relate to the Assigned Loans, free
                           and clear from any and all claims and encumbrances;  and upon the transfer of the Assigned Loans to Assignee
                           as  contemplated  herein and in the Mortgage Loan Servicing  Agreement dated as of July 31, 2006 between the
                           Assignor and Structured  Asset Mortgage  Investments II Inc. ("SAMI II"),  Assignee shall have good title to
                           each and every Assigned Loan, as well as any and all of Assignor's  interests and rights under the Servicing
                           Agreement  as  they  relate  to the  Assigned  Loans,  free  and  clear  of any and all  liens,  claims  and
                           encumbrances;

(d)      There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans;

(e)      Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(f)      Assignor is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  incorporation,
                           and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(g)      Assignor has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignor's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignor's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignor is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignor
                           or its property is subject.  The execution,  delivery and  performance by Assignor of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on the part of  Assignor.  This AAR  Agreement  has been duly  executed  and  delivered by
                           Assignor and, upon the due  authorization,  execution and delivery by Assignee and Company,  will constitute
                           the valid and legally binding  obligation of Assignor  enforceable  against  Assignor in accordance with its
                           terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or
                           other  similar laws now or hereafter  in effect  relating to  creditors'  rights  generally,  and by general
                           principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(h)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignor in connection  with the  execution,  delivery or  performance by
                           Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(i)      Neither  Assignor  nor anyone  acting on its behalf has  offered,  transferred,  pledged,  sold or  otherwise  disposed of the
                           Assigned  Loans or any interest in the Assigned  Loans,  or solicited any offer to buy or accept a transfer,
                           pledge or other  disposition  of the Assigned  Loans,  or any  interest in the  Assigned  Loans or otherwise
                           approached or negotiated  with respect to the Assigned Loans, or any interest in the Assigned Loans with any
                           Person in any  manner,  or made any general  solicitation  by means of general  advertising  or in any other
                           manner,  or taken any other action which would  constitute a  distribution  of the Assigned  Loans under the
                           Securities  Act of 1933, as amended (the "1933 Act") or which would render the  disposition  of the Assigned
                           Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto;

(j)      The Assignor  has  received  from  Company,  and has  delivered to the  Assignee,  all  documents  required to be delivered to
                           Assignor by the Company  prior to the date hereof  pursuant to the Servicing  Agreement  with respect to the
                           Assigned Loans and has not received, and has not requested from the Company, any additional documents; and

(k)      There is no action,  suit,  proceeding,  investigation or litigation pending or, to Assignor's  knowledge,  threatened,  which
                           either in any instance or in the aggregate,  if determined  adversely to Assignor,  would  adversely  affect
                           Assignor's  execution  or delivery  of, or the  enforceability  of, this AAR  Agreement,  or the  Assignor's
                           ability to perform its obligations under this AAR Agreement.

3.       Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(a)      Assignee is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its organization and
                           has all requisite  power and authority to hold the Assigned Loans as trustee on behalf of the holders of the
                           Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5;

(b)      Assignee has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignee's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignee's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignee is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignee
                           or its property is subject.  The execution,  delivery and  performance by Assignee of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Assignee.  This AAR  Agreement has been duly executed and delivered by Assignee
                           and, upon the due authorization,  execution and delivery by Assignor and Company,  will constitute the valid
                           and legally binding obligation of Assignee  enforceable against Assignee in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by
                           Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(d)      There is no action,  suit,  proceeding,  investigation or litigation pending or, to Assignee's  knowledge,  threatened,  which
                           either in any instance or in the aggregate,  if determined  adversely to Assignee,  would  adversely  affect
                           Assignee's  execution  or delivery  of, or the  enforceability  of, this AAR  Agreement,  or the  Assignee's
                           ability to perform its obligations under this AAR Agreement; and

(e)      Assignee  assumes  for the  benefit of each of the  Assignor  and the  Company  all of the rights of the  Purchaser  under the
                           Servicing Agreement with respect to the Assigned Loans.

4.       Company warrants and represents to, and covenants with, Assignor and Assignee as of the date hereof:

(f)      [reserved];

(g)      Attached hereto as Attachment 2 is a true and accurate copy of the Servicing  Agreement,  which is in full force and effect as
                           of the date hereof and the  provisions  of which have not been  waived,  amended or modified in any respect,
                           nor has any notice of termination been given thereunder;

(h)      Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                           and has all  requisite  power and  authority  to service the  Assigned  Loans and  otherwise  to perform its
                           obligations under the Servicing Agreement;

(i)      Company has full corporate power and authority to execute,  deliver and perform its obligations under this AAR Agreement,  and
                           to consummate the transactions set forth herein.  The consummation of the transactions  contemplated by this
                           AAR  Agreement is in the ordinary  course of Company's  business and will not conflict  with, or result in a
                           breach  of,  any of the  terms,  conditions  or  provisions  of  Company's  charter  or by-laws or any legal
                           restriction,  or any material  agreement  or  instrument  to which  Company is now a party or by which it is
                           bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
                           or its property is subject.  The  execution,  delivery and  performance by Company of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on the part of  Company.  This AAR  Agreement  has been duly  executed  and  delivered  by
                           Company, and, upon the due authorization,  execution and delivery by Assignor and Assignee,  will constitute
                           the valid and legally  binding  obligation of Company,  enforceable  against  Company in accordance with its
                           terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or
                           other  similar laws now or hereafter  in effect  relating to  creditors'  rights  generally,  and by general
                           principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(j)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(k)      The Company shall establish a Custodial  Account and an Escrow Account under the Servicing  Agreement in favor of the Assignee
                           with respect to the  Assigned  Loans  separate  from the  Custodial  Account and Escrow  Account  previously
                           established under the Servicing Agreement in favor of Assignor;

(l)      No event has occurred  from the Closing Date to the date hereof which would render the  representations  and  warranties as to
                           the related  Assigned  Loans made by the Company in Sections 3.01 and 3.02 of the Servicing  Agreement to be
                           untrue in any material respect; and

(m)      Neither this AAR Agreement nor any certification,  statement,  report or other agreement,  document or instrument furnished or
                           to be  furnished  by the Company  pursuant to this AAR  Agreement  contains or will  contain any  materially
                           untrue  statement of fact or omits or will omit to state a fact necessary to make the  statements  contained
                           therein not misleading.

5.       Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
   claims, losses, penalties, fines, forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
   Assignee  (and its  successors  and assigns) may sustain in any way related to any breach of the  representations  or  warranties of
   Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

Recognition of Assignee

6.       From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
   Assigned Loans are intended to be part of a REMIC or multiple  REMICs,  and will service the Assigned  Loans in accordance  with the
   Servicing  Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any such intended REMIC to
   fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC  (including but not limited to the
   tax on prohibited  transactions as defined in Section  860F(a)(2) of the Code and the tax on  contributions  to a REMIC set forth in
   Section  860G(d) of the Code).  It is the intention of Assignor,  Company and Assignee that this AAR Agreement shall be binding upon
   and for the benefit of the respective  successors  and assigns of the parties  hereto.  Neither  Company nor Assignor shall amend or
   agree to amend,  modify,  waive,  or otherwise  alter any of the terms or  provisions of the Servicing  Agreement  which  amendment,
   modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.

7.       Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties hereto that (i) this
   AAR Agreement is  acknowledged  and accepted by the Assignee not  individually or personally but solely as Assignee for the Trust in
   the exercise of the powers and  authority  conferred and vested in it under the Pooling and  Servicing  Agreement  (the "Pooling and
   Servicing Agreement"),  dated as of July 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National Association,
   as master servicer (the "Master  Servicer") and as securities  administrator,  (ii) each of the  representations,  undertakings  and
   agreements herein made on behalf of the Trust is made and intended not as personal  representations,  undertakings and agreements of
   the Assignee but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances  shall the Assignee
   be  personally  liable for the payment of any  indebtedness  or expenses of the Assignee or the Trust or be liable for the breach or
   failure of any obligation, representation,  warranty or covenant made or undertaken by the Assignee, the Assignor or the Trust under
   the Servicing Agreement or the Pooling and Servicing  Agreement.  Any recourse against the Assignee in respect of any obligations it
   may have under or pursuant to the terms of this AAR Agreement  shall be limited  solely to the assets it may hold as trustee of Bear
   Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

Modification of Servicing Agreement
8.       The Company and Assignor hereby amend the Servicing Agreement as follows:

         (a)      The following definitions are added to Article I of the Servicing Agreement:

         Assignee:  Citibank,  N.A.,  as  trustee  for the  holders of the Bear  Stearns  ALT-A  Trust  2006-5,  Mortgage  Pass-Through
         Certificates, Series 2006-5.

         Depositor:  SAMI II.

         Master Servicer:  Wells Fargo Bank,  National  Association,  or its successors in interest who meet the  qualifications of the
         Pooling and Servicing Agreement and this Agreement.

         Nonrecoverable  Advance:  Any advance  previously made by the Company pursuant to Section 5.03 or any Servicing Advance which,
         in the good faith  judgment of the Company,  may not be ultimately  recoverable  by the Company from  Liquidation  Proceeds or
         otherwise.  The  determination  by the Company that it has made a Nonrecoverable  Advance,  shall be evidenced by an Officer's
         Certificate  of the  Company  delivered  to the  Purchaser  and the  Master  Servicer  and  detailing  the  reasons  for  such
         determination.

         Pooling and Servicing  Agreement:  That certain pooling and servicing  agreement,  dated as of July 1, 2006,  among Structured
         Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and the Purchaser.

         SAMI II:  Structured Asset Mortgage Investments II Inc.

         Securities Administrator: Wells Fargo Bank, National Association.

         Trustee:  Citibank,  N.A., or its successor in interest,  or any  successor  trustee  appointed as provided in the Pooling and
         Servicing Agreement.

         (b)      The definition of Business Day is deleted in its entirety and replaced with the following:

         Business Day: Any day other than:  (i) a Saturday or Sunday,  or (ii) a legal  holiday in the States of New York,  Maryland or
         Minnesota,  or (iii) a day on which banks in the States of New York,  Maryland or Minnesota are authorized or obligated by law
         or executive order to be closed.

         (c)      The definition of Custodial Account is deleted in its entirety and replaced with the following:

         Custodial  Account:  Each separate demand account or accounts  created and maintained  pursuant to Section 4.04 which shall be
         entitled "HSBC Mortgage  Corporation (USA), as Servicer,  in trust for Citibank,  N.A., as trustee for the holders of the Bear
         Stearns Alt A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series  2006-5," and shall be  established  in an Eligible
         Account.

         (d)      The definition of Escrow Account is deleted in its entirety and replaced with the following:

         Escrow  Account:  Each  separate  trust  account or accounts  created and  maintained  pursuant to Section 4.06 which shall be
         entitled "HSBC Mortgage  Corporation (USA), as Servicer,  in trust for Citibank,  N.A., as trustee for the holders of the Bear
         Stearns Alt A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series  2006-5," and shall be  established  in an Eligible
         Account.

         (e)      Article III of the Servicing  Agreement is hereby amended effective as of the date hereof by adding the following new
Section 3.02(kkk):

                  (kkk)    With  respect to each  Mortgage  Loan,  information  regarding  the borrower  credit  files  related to such
         Mortgage Loan has been furnished to credit  reporting  agencies in compliance with the provisions of the Fair Credit Reporting
         Act and the applicable implementing regulations.

         (f)      Article IV of the  Servicing  Agreement is hereby  amended  effective  as of the date hereof by adding the  following
after the first sentence in 4.01:

                  In addition,  the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan
         to  credit  reporting  agencies  in  compliance  with the  provisions  of the Fair  Credit  Reporting  Act and the  applicable
         implementing regulations.

         The following is added as Subsection 4.05(ix) of the Servicing Agreement:

         "(ix) to reimburse itself for any Nonrecoverable Advances;"

         (g)      The following is added to the second sentence of the third paragraph of Section 4.13 of the Servicing Agreement:

         ";  provided,  however,  that any REO property  shall be disposed of by the Company before the close of the third taxable year
         following  the taxable year in which the Mortgage  Loan became an REO  property,  unless the Company is otherwise  directed by
         the Assignee."

         (h)      Section 5.02 of the Servicing Agreement is hereby amended by replacing the first two paragraphs with the following:

                  "Not later than the tenth (10th)  calendar day of each month,  the Servicer shall furnish to the Master Servicer in a
         format as outlined  below (or in such other  formats  mutually  agreed  between the Servicer and the Master  Servicer) (i) (a)
         monthly  loan data in the format set forth in Exhibit  E-1 hereto,  (b)  default  loan data in the format set forth in Exhibit
         E-2 hereto and (c) information  regarding  realized losses and gains in the format set forth in Exhibit E-3 hereto (or in such
         other formats  mutually  agreed between the Servicer and the Master  Servicer),  in each case relating to the period ending on
         the last day of the  preceding  calendar  month,  (ii) all such  information  required  pursuant to clause  (i)(a)  above on a
         magnetic tape,  electronic mail, or other similar media reasonably  acceptable to the Master Servicer and (iii) all supporting
         documentation with respect to the information required pursuant to clause (i)(c) above."

         (i)      Section 11.04 of the Servicing Agreement is deleted in its entirety and replaced with the following:

         Section 11.04     Governing Law.

                  This  Agreement  shall be governed by and construed in accordance  with the laws of the State of New
                  York without  giving effect to  principles  of conflicts of laws and except to the extent  preempted
                  by  Federal  law and the  obligations,  rights  and  remedies  of the  parties  hereunder  shall  be
                  determined in accordance with such laws.

         (j)      The following shall be added as Section 11.19 of the Servicing Agreement:

         Section 11.19     Third Party Beneficiary.

                  For purposes of this Agreement,  any Master  Servicer shall be considered a third party  beneficiary
                  to this Agreement  entitled to all the rights and benefits  accruing to any Master  Servicer  herein
                  as if it were a direct party to this Agreement.

         (k)      Section  2(f)(vii)(B)  of the  Amendment Reg AB is hereby  amended by deleting from the first  paragraph the words ",
which  continues  unremedied for ten calendar days after the date on which such  information,  report,  certification  or  accountants'
letter was required to be delivered".

         (l)      Exhibits  E-1,  E-2 and E-3  (attached  hereto as  Attachment  3 to this AAR) are hereby  attached  to the  Servicing
Agreement.



Miscellaneous
9.       All demands,  notices and communications  related to the Assigned Loans, the Servicing  Agreement and this AAR Agreement shall
   be in writing and shall be deemed to have been duly given if personally  delivered at or mailed by registered mail, postage prepaid,
   as follows:

a.                In the case of Company,

                  HSBC MORTGAGE CORPORATION (USA)
                  Lori A. Miller / Vice President
                  2929 Walden Avenue
                  Depew, New York 14043

b.                In the case of Assignor,

                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, Texas 75067-3884
                  Attention:  Conduit Seller Approval Dept.
                  Facsimile: (214) 626-3751
                  Email: sellerapproval@bear.com

                  All notices and updates required to be provided to the Assignor regarding      Regulation    AB   pursuant   to   the
                Servicing Agreement should be sent to the     Assignor by email to regABnotifications@bear.com, and additionally:

                  (A)      for Item 1117 (Legal Proceedings) to:

                           EMC Mortgage Corporation
                           Mac Arthur Ridge II
                           909 Hidden Ridge Drive, Suite 200
                           Irving, TX 75038
                           Attention:  Associate General Counsel for Loan Administration
                           Facsimile: (972) 831-2555


                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564



                (B)        For Item 1119 (Affiliations and Certain Relationships and Related Transactions) to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, TX  75067-3884
                           Attention:  Conduit Seller Approval Dept.
                           Facsimile:  (214) 626-3751
                           Email:  sellerapproval@bear.com

                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

c.                In the case of the Securities Administrator,

                  Wells Fargo Bank,
                  National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention:  BSALTA 2006-5
                  Telecopier No.: (410) 715-2380

d.                In the case of Assignee,

                  Citibank, N.A.
                  388 Greenwich Street, 14th Floor
                  New York, New York 10013
                  Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                  Telecopier No.: (212) 816-5527

10.      Each party will pay any  commissions it has incurred and the fees of its attorneys in connection  with the  negotiations  for,
   documenting of and closing of the transactions contemplated by this AAR Agreement.

11.      This AAR Agreement  shall be construed in accordance  with the laws of the State of New York,  without  regard to conflicts of
   law principles (other than Section 5-1401 of the New York Obligations Law), and the obligations,  rights and remedies of the parties
   hereunder shall be determined in accordance with such laws.

12.      No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
   signed by the party against whom such waiver or modification is sought to be enforced.

13.      This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
   Assignor,  Assignee or Company may be merged or  consolidated  shall,  without the requirement  for any further  writing,  be deemed
   Assignor, Assignee or Company, respectively, hereunder.

14.      This AAR  Agreement  shall survive the  conveyance of the Assigned  Loans,  the  assignment of the Servicing  Agreement to the
   extent of the Assigned Loans by Assignor to Assignee and the termination of the Servicing Agreement.

15.      This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
   original and all such counterparts shall constitute one and the same instrument.

16.      In the event that any provision of this AAR Agreement  conflicts  with any provision of the Servicing  Agreement  with respect
   to the Assigned Loans, the terms of this AAR Agreement shall control.

17.      The Company hereby  acknowledges  that Wells Fargo Bank,  National  Association (the "Master  Servicer") has been appointed as
   the master servicer of the Assigned Loans pursuant to the Pooling and Servicing  Agreement and therefor has the right to enforce all
   obligations  of the Company,  as they relate to the Assigned  Loans,  under the  Servicing  Agreement and this AAR  Agreement.  Such
   rights will include,  without  limitation,  the right to terminate the Servicer under the Servicing Agreement upon the occurrence of
   an event of default  thereunder,  the right to receive  all  remittances  required  to be made by the  Company  under the  Servicing
   Agreement,  the right to receive all monthly  reports and other data  required to be  delivered by the Company  under the  Servicing
   Agreement,  the right to examine the books and records of the Company,  indemnification  rights,  and the right to exercise  certain
   rights of consent and  approval  relating  to actions  taken by the  Company.  The Company  shall make all  distributions  under the
   Servicing  Agreement,  as they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately  available funds
   to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name:  SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account #50937300.

and the Company  shall  deliver all reports  required to be delivered  under the  Servicing  Agreement,  as they relate to the Assigned
Loans, to the Assignee at the address set forth in Section 9d herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.

                                                              EMC MORTGAGE CORPORATION Assignor

                                                              By:_______________________________________________
                                                              Name:_____________________________________________
                                                              Title:____________________________________________

                                                              CITIBANK, N.A., as Trustee, Assignee

                                                              By:      _________________________________________
                                                              Name:    _________________________________________
                                                              Title:   _________________________________________

                                                              HSBC MORTGAGE CORPORATION (USA)
                                                              Company

                                                              By:_______________________________________________
                                                              Name:_____________________________________________
                                                              Title:____________________________________________

                                                              Acknowledged and Agreed:

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION

                                                              By:      _________________________________________
                                                              Name:    _________________________________________
                                                              Title:   _________________________________________





                                                             ATTACHMENT 1

                                                            ASSIGNED LOANS

                                                       (Available upon request)




                                                             ATTACHMENT 2

                                                          SERVICING AGREEMENT

                                                       (Available upon request)




                                                             ATTACHMENT 3
                                                               EXHIBIT 1
                                                 REPORTING DATA FOR MONTHLY REPORT
                                               Standard File Layout - Master Servicing
---------------------------------------------------------------------------------------------------------------------------------------------------------
           Column Name                                   Description                           Decimal                Format Comment            Max Size
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SER_INVESTOR_NBR                    A value  assigned by the Servicer to define a group of                  Text up to 10 digits                   20
                                    loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
LOAN_NBR                            A  unique  identifier  assigned  to  each  loan by the                  Text up to 10 digits                   10
                                    investor.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERVICER_LOAN_NBR                   A unique  number  assigned to a loan by the  Servicer.                  Text up to 10 digits                   10
                                    This may be different than the LOAN_NBR.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
BORROWER_NAME                       The borrower  name as received in the file.  It is not                  Maximum length of 30 (Last, First)     30
                                    separated by first and last name.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_PAY_AMT                       Scheduled  monthly  principal and  scheduled  interest        2         No commas(,) or dollar signs ($)       11
                                    payment  that a  borrower  is  expected  to  pay,  P&I
                                    constant.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NOTE_INT_RATE                       The loan interest rate as reported by the Servicer.           4         Max length of 6                        6
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NET_INT_RATE                        The loan  gross  interest  rate less the  service  fee        4         Max length of 6                        6
                                    rate as reported by the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_FEE_RATE                       The  servicer's fee rate for a loan as reported by the        4         Max length of 6                        6
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_FEE_AMT                        The  servicer's  fee amount for a loan as  reported by        2         No commas(,) or dollar signs ($)       11
                                    the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NEW_PAY_AMT                         The  new  loan  payment  amount  as  reported  by  the        2         No commas(,) or dollar signs ($)       11
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NEW_LOAN_RATE                       The new loan rate as reported by the Servicer.                4         Max length of 6                        6
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ARM_INDEX_RATE                      The  index  the  Servicer  is  using  to  calculate  a        4         Max length of 6                        6
                                    forecasted rate.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_BEG_PRIN_BAL                   The  borrower's   actual  principal   balance  at  the        2         No commas(,) or dollar signs ($)       11
                                    beginning of the processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_END_PRIN_BAL                   The borrower's  actual principal balance at the end of        2         No commas(,) or dollar signs ($)       11
                                    the processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
BORR_NEXT_PAY_DUE_DATE              The  date  at the end of  processing  cycle  that  the                  MM/DD/YYYY                             10
                                    borrower's  next  payment is due to the  Servicer,  as
                                    reported by Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_1                     The first curtailment amount to be applied.                   2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_1                    The   curtailment   date  associated  with  the  first                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_ AMT_1                     The  curtailment  interest  on the  first  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_2                     The second curtailment amount to be applied.                  2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_2                    The  curtailment   date  associated  with  the  second                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_ AMT_2                     The  curtailment  interest  on the second  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_AMT_3                     The third curtailment amount to be applied.                   2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SERV_CURT_DATE_3                    The   curtailment   date  associated  with  the  third                  MM/DD/YYYY                             10
                                    curtailment amount.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
CURT_ADJ_AMT_3                      The  curtailment  interest  on the  third  curtailment        2         No commas(,) or dollar signs ($)       11
                                    amount, if applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PIF_AMT                             The loan  "paid in full"  amount  as  reported  by the        2         No commas(,) or dollar signs ($)       11
                                    Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PIF_DATE                            The paid in full date as reported by the Servicer.                      MM/DD/YYYY                             10
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
                                                                                                            Action  Code  Key:  15=Bankruptcy,     2
                                                                                                            30=Foreclosure,      ,     60=PIF,
                                     The  standard  FNMA  numeric code used to indicate the                 63=Substitution,
ACTION_CODE                          default/delinquent status of a particular loan.                        65=Repurchase,70=REO
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
INT_ADJ_AMT                         The amount of the interest  adjustment  as reported by        2         No commas(,) or dollar signs ($)       11
                                    the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SOLDIER_SAILOR_ADJ_AMT              The  Soldier   and  Sailor   Adjustment   amount,   if        2         No commas(,) or dollar signs ($)       11
                                    applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
NON_ADV_LOAN_AMT                    The Non Recoverable Loan Amount, if applicable.               2         No commas(,) or dollar signs ($)       11
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
LOAN_LOSS_AMT                       The amount  the  Servicer  is  passing  as a loss,  if        2         No commas(,) or dollar signs ($)       11
                                    applicable.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_BEG_PRIN_BAL                  The scheduled  outstanding principal amount due at the        2         No commas(,) or dollar signs ($)       11
                                    beginning  of the cycle  date to be passed  through to
                                    investors.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_END_PRIN_BAL                  The  scheduled  principal  balance due to investors at        2         No commas(,) or dollar signs ($)       11
                                    the end of a processing cycle.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_PRIN_AMT                      The  scheduled  principal  amount as  reported  by the        2         No commas(,) or dollar signs ($)       11
                                    Servicer for the current cycle -- only  applicable for
                                    Scheduled/Scheduled Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
SCHED_NET_INT                       The scheduled  gross interest  amount less the service        2         No commas(,) or dollar signs ($)       11
                                    fee amount for the  current  cycle as  reported by the
                                    Servicer -- only  applicable  for  Scheduled/Scheduled
                                    Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
ACTL_PRIN_AMT                       The actual  principal amount collected by the Servicer        2         No commas(,) or dollar signs ($)       11
                                    for the  current  reporting  cycle -- only  applicable
                                    for Actual/Actual Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
                                    The actual gross interest  amount less the service fee
                                    amount for the current  reporting cycle as reported by
ACTL_NET_INT                        the  Servicer  -- only  applicable  for  Actual/Actual        2         No commas(,) or dollar signs ($)       11
                                    Loans.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PREPAY_PENALTY_ AMT                 The penalty  amount  received when a borrower  prepays        2         No commas(,) or dollar signs ($)       11
                                    on his loan as reported by the Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
PREPAY_PENALTY_ WAIVED              The  prepayment  penalty amount for the loan waived by        2         No commas(,) or dollar signs ($)       11
                                    the servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
MOD_DATE                            The  Effective  Payment Date of the  Modification  for                  MM/DD/YYYY                             10
                                    the loan.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
MOD_TYPE                            The Modification Type.                                                  Varchar  - value  can be  alpha or     30
                                                                                                            numeric
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------
DELINQ_P&I_ADVANCE_AMT              The  current   outstanding   principal   and  interest        2         No commas(,) or dollar signs ($)       11
                                    advances made by Servicer.
----------------------------------- ------------------------------------------------------- --------------- ----------------------------------- ---------

                                                                   EXHIBIT 2
                                                       REPORTING DATA FOR DEFAULTED LOANS
                                               Standard File Layout – Delinquency Reporting

(1)            Column/Header             (2)            Description                               (3)                   Decimal                   (4)          Format Comment
               Name
(5)            SERVICER_LOAN_NBR         (6)            A unique  number  assigned to a loan by   (7)                                             (8)
                                                        the  Servicer.  This  may be  different
                                                        than the LOAN_NB
R
(9)            LOAN_NBR                  (10)           A unique  identifier  assigned  to each   (11)                                            (12)
                                                        loan by the originator.

(13)           CLIENT_NBR                (14)           Servicer Client Number                    (15)                                            (16)

(17)           SERV_INVESTOR_NBR         (18)           Contains  a unique  number as  assigned   (19)                                            (20)
                                                        by an  external  servicer to identify a
                                                        group of loans in their system.

(21)           BORROWER_FIRST_NAME       (22)           First Name of the Borrower.               (23)                                            (24)

(25)           BORROWER_LAST_NAME        (26)           Last name of the borrower.                (27)                                            (28)

(29)           PROP_ADDRESS              (30)           Street Name and Number of Property        (31)                                            (32)

(33)           PROP_STATE                (34)           The state where the  property located.    (35)                                            (36)

(37)           PROP_ZIP                  (38)           Zip code where the property is located.   (39)                                            (40)

(41)           BORR_NEXT_PAY_DUE_DATE    (42)           The  date  that  the  borrower's   next   (43)                                            (44)           MM/DD/YYYY
                                                        payment is due to the  servicer  at the
                                                        end of  processing  cycle,  as reported
                                                        by Servicer.

(45)           LOAN_TYPE                 (46)           Loan Type (i.e. FHA, VA, Conv)            (47)                                            (48)

(49)           BANKRUPTCY_FILED_DATE     (50)           The date a particular  bankruptcy claim   (51)                                            (52)           MM/DD/YYYY
                                                        was filed.

(53)           BANKRUPTCY_CHAPTER_CODE   (54)           The chapter under which the  bankruptcy   (55)                                            (56)
                                                        was filed.

(57)           BANKRUPTCY_CASE_NBR       (58)           The case  number  assigned by the court   (59)                                            (60)
                                                        to the bankruptcy filing.

(61)           POST_PETITION_DUE_DATE    (62)           The   payment   due   date   once   the   (63)                                            (64)           MM/DD/YYYY
                                                        bankruptcy  has  been  approved  by the
                                                        courts

(65)                                     (66)           The  Date  The  Loan  Is  Removed  From   (67)                                            (68)           MM/DD/YYYY
               BANKRUPTCY_DCHRG_DISM_DATE               Bankruptcy.    Either   by   Dismissal,
                                                        Discharged  and/or a Motion  For Relief
                                                        Was Granted.

(69)           LOSS_MIT_APPR_DATE        (70)           The  Date  The  Loss   Mitigation   Was   (71)                                            (72)           MM/DD/YYYY
                                                        Approved By The Servicer

(73)           LOSS_MIT_TYPE             (74)           The  Type Of Loss  Mitigation  Approved   (75)                                            (76)
                                                        For A Loan Such As;

(77)           LOSS_MIT_EST_COMP_DATE    (78)           The Date The Loss  Mitigation  /Plan Is   (79)                                            (80)           MM/DD/YYYY
                                                        Scheduled To End/Close

(81)           LOSS_MIT_ACT_COMP_DATE    (82)           The  Date  The   Loss   Mitigation   Is   (83)                                            (84)           MM/DD/YYYY
                                                        Actually Completed

(85)           FRCLSR_APPROVED_DATE      (86)           The  date DA Admin  sends a  letter  to   (87)                                            (88)           MM/DD/YYYY
                                                        the  servicer  with   instructions   to
                                                        begin foreclosure proceedings.

(89)           ATTORNEY_REFERRAL_DATE    (90)           Date File Was  Referred  To Attorney to   (91)                                            (92)           MM/DD/YYYY
                                                        Pursue Foreclosure

(93)           FIRST_LEGAL_DATE          (94)           Notice  of  1st   legal   filed  by  an   (95)                                            (96)           MM/DD/YYYY
                                                        Attorney in a Foreclosure Action

(97)                                     (98)           The  date by which a  foreclosure  sale   (99)                                            (100)          MM/DD/YYYY
               FRCLSR_SALE_EXPECTED_DATE                is expected to occur.

(101)          FRCLSR_SALE_DATE          (102)          The  actual  date  of  the  foreclosure   (103)                                           (104)          MM/DD/YYYY
                                                        sale.

(105)          FRCLSR_SALE_AMT           (106)          The amount a  property  sold for at the   (107)                        2                  (108)          No   commas(,)   or   dollar
                                                        foreclosure sale.                                                                                        signs ($)

(109)          EVICTION_START_DATE       (110)          The   date   the   servicer   initiates   (111)                                           (112)          MM/DD/YYYY
                                                        eviction of the borrower.

(113)          EVICTION_COMPLETED_DATE   (114)          The  date  the  court   revokes   legal   (115)                                           (116)          MM/DD/YYYY
                                                        possession  of the  property  from  the
                                                        borrower.

(117)          LIST_PRICE                (118)          The price at which an REO  property  is   (119)                        2                  (120)          No   commas(,)   or   dollar
                                                        marketed.                                                                                                signs ($)

(121)          LIST_DATE                 (122)          The date an REO  property  is listed at   (123)                                           (124)          MM/DD/YYYY
                                                        a particular price.

(125)          OFFER_AMT                 (126)          The  dollar  value of an  offer  for an   (127)                        2                  (128)          No   commas(,)   or   dollar
                                                        REO property.                                                                                            signs ($)

(129)          OFFER_DATE_TIME           (130)          The  date an offer  is  received  by DA   (131)                                           (132)          MM/DD/YYYY
                                                        Admin or by the Servicer.

(133)          REO_CLOSING_DATE          (134)          The date  the REO sale of the  property   (135)                                           (136)          MM/DD/YYYY
                                                        is scheduled to close.

(137)          REO_ACTUAL_CLOSING_DATE   (138)          Actual Date Of REO Sale                   (139)                                           (140)          MM/DD/YYYY

(141)          OCCUPANT_CODE             (142)          Classification  of how the  property is   (143)                                           (144)
                                                        occupied.

(145)          PROP_CONDITION_CODE       (146)          A code that  indicates the condition of   (147)                                           (148)
                                                        the property.

(149)          PROP_INSPECTION_DATE      (150)          The  date  a  property   inspection  is   (151)                                           (152)          MM/DD/YYYY
                                                        performed.

(153)          APPRAISAL_DATE            (154)          The date the appraisal was done.          (155)                                           (156)          MM/DD/YYYY

(157)          CURR_PROP_VAL             (158)          The  current  "as  is"  value  of  the    (159)                        2                  (160)
                                                        property   based   on   brokers   price
                                                        opinion or appraisal.

(161)          REPAIRED_PROP_VAL         (162)          The amount the property  would be worth   (163)                        2                  (164)
                                                        if repairs are completed  pursuant to a
                                                        broker's price opinion or appraisal.

(165)          If applicable:            (166)                                                    (167)                                           (168)

(169)          DELINQ_STATUS_CODE        (170)          FNMA Code Describing Status of Loan       (171)                                           (172)

(173)          DELINQ_REASON_CODE        (174)          The   circumstances   which   caused  a   (175)                                           (176)
                                                        borrower  to  stop  paying  on a  loan.
                                                        Code  indicates the reason why the loan
                                                        is in default for this cycle.

(177)          MI_CLAIM_FILED_DATE       (178)          Date  Mortgage   Insurance   Claim  Was   (179)                                           (180)          MM/DD/YYYY
                                                        Filed With Mortgage Insurance Company.

(181)          MI_CLAIM_AMT              (182)          Amount  of  Mortgage   Insurance  Claim   (183)                                           (184)          No   commas(,)   or   dollar
                                                        Filed                                                                                                    signs ($)

(185)          MI_CLAIM_PAID_DATE        (186)          Date   Mortgage    Insurance    Company   (187)                                           (188)          MM/DD/YYYY
                                                        Disbursed Claim Payment

(189)          MI_CLAIM_AMT_PAID         (190)          Amount Mortgage  Insurance Company Paid   (191)                        2                  (192)          No   commas(,)   or   dollar
                                                        On Claim                                                                                                 signs ($)

(193)          POOL_CLAIM_FILED_DATE     (194)          Date   Claim   Was   Filed   With  Pool   (195)                                           (196)          MM/DD/YYYY
                                                        Insurance Company

(197)          POOL_CLAIM_AMT            (198)          Amount   of  Claim   Filed   With  Pool   (199)                        2                  (200)          No   commas(,)   or   dollar
                                                        Insurance Company                                                                                        signs ($)

(201)          POOL_CLAIM_PAID_DATE      (202)          Date  Claim Was  Settled  and The Check   (203)                                           (204)          MM/DD/YYYY
                                                        Was Issued By The Pool Insurer

(205)          POOL_CLAIM_AMT_PAID       (206)          Amount Paid On Claim By Pool  Insurance   (207)                        2                  (208)          No   commas(,)   or   dollar
                                                        Company                                                                                                  signs ($)

(209)                                    (210)          Date FHA Part A Claim  Was Filed  With    (211)                                           (212)          MM/DD/YYYY
               FHA_PART_A_CLAIM_FILED_DATE              HUD

(213)          FHA_PART_A_CLAIM_AMT      (214)          Amount of FHA Part A Claim Filed          (215)                        2                  (216)          No   commas(,)   or   dollar
                                                                                                                                                                 signs ($)

(217)                                    (218)          Date  HUD   Disbursed   Part  A  Claim    (219)                                           (220)          MM/DD/YYYY
               FHA_PART_A_CLAIM_PAID_DATE               Payment

(221)                                    (222)          Amount HUD Paid on Part A Claim           (223)                        2                  (224)          No   commas(,)   or   dollar
               FHA_PART_A_CLAIM_PAID_AMT                                                                                                                         signs ($)

(225)                                    (226)          Date  FHA Part B Claim Was Filed With     (227)                                           (228)          MM/DD/YYYY
               FHA_PART_B_CLAIM_FILED_DATE              HUD

(229)          FHA_PART_B_CLAIM_AMT      (230)          Amount of FHA Part B Claim Filed          (231)                        2                  (232)          No   commas(,)   or   dollar
                                                                                                                                                                 signs ($)

(233)                                    (234)          Date  HUD  Disbursed  Part  B  Claim      (235)                                           (236)          MM/DD/YYYY
               FHA_PART_B_CLAIM_PAID_DATE               Payment

(237)                                    (238)          Amount HUD Paid on Part B Claim           (239)                        2                  (240)          No   commas(,)   or   dollar
               FHA_PART_B_CLAIM_PAID_AMT                                                                                                                         signs ($)

(241)          VA_CLAIM_FILED_DATE       (242)          Date  VA  Claim  Was  Filed  With  the    (243)                                           (244)          MM/DD/YYYY
                                                        Veterans Admin

(245)          VA_CLAIM_PAID_DATE        (246)          Date  Veterans  Admin.   Disbursed  VA    (247)                                           (248)          MM/DD/YYYY
                                                        Claim Payment

(249)          VA_CLAIM_PAID_AMT         (250)          Amount  Veterans  Admin.  Paid  on  VA    (251)                        2                  (252)          No   commas(,)   or   dollar
                                                        Claim                                                                                                    signs ($)

Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept  alternative  Loss Mitigation Types to those above,  provided that they are consistent with industry
standards.  If Loss  Mitigation  Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown


Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                       029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                      030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------



Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------

                                                                   EXHIBIT 3
                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS
                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet
         NOTE: Do not net or combine  items.  Show all expenses  individually  and all credits as separate line items.  Claim  packages
         are due on the  remittance  report date.  Late  submissions  may result in claims not being passed until the following  month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
o        The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:
         1.       The Actual Unpaid Principal Balance of the Mortgage Loan. For  documentation,  an Amortization  Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.
         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
                  payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
                  basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period of coverage, base
                  tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to recover advances.

                  *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         3.       Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For  HUD/VA  loans,  use line  (18a) for Part  A/Initial  proceeds  and line  (18b) for Part  B/Supplemental
                           proceeds.
         Total Realized Loss (or Amount of Any Gain)

         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________

----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $______________ (1)
         (2)  Interest accrued at Net Rate                                      ________________(2)
         (3)  Accrued Servicing Fees                                            ________________(3)
         (4)  Attorney's Fees                                                   ________________(4)
         (5)  Taxes (see page 2)                                                ________________(5)
         (6)  Property Maintenance                                              ________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         ________________(7)
         (8)  Utility Expenses                                                  ________________(8)
         (9)  Appraisal/BPO                                                     ________________(9)
         (10) Property Inspections                                              _______________(10)
         (11) FC Costs/Other Legal Expenses                                     _______________(11)
         (12) Other (itemize)                                                   _______________(12)
                  Cash for Keys__________________________                       _______________(12)
                  HOA/Condo Fees_______________________                         _______________(12)
                  ______________________________________                        _______________(12)

                  Total Expenses                                                $______________(13)
         Credits:
         (14) Escrow Balance                                                    $______________(14)
         (15) HIP Refund                                                        _______________(15)
         (16) Rental Receipts                                                   _______________(16)
         (17) Hazard Loss Proceeds                                              _______________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      _______________(18a)
          HUD Part A
                                                                                ________________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           ________________(19)
         (20) Proceeds from Sale of Acquired Property                           ________________(20)
         (21) Other (itemize)                                                   ________________(21)
              _________________________________________                         ________________(21)

              Total Credits                                                     $_______________(22)
         Total Realized Loss (or Amount of Gain)                                $_______________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------

------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------




                                                                                                                           EXHIBIT I-15

                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage  Corporation  (the  "Assignor"),  Citibank,  N.A., not  individually but solely as trustee for the holders of the Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the  "Assignee")  and HSBC Mortgage  Corporation  (USA) (the
"Company").

         Whereas,  the Assignor  purchased  certain  residential  mortgage loans (the "Assigned  Loans") listed on Attachment 1 annexed
hereto (the  "Assigned  Loan  Schedule")  from the Company  pursuant to the Amended and Restated  Purchase,  Warranties  and  Servicing
Agreement,  dated as of September 1, 2005, as amended by Amendment Reg AB (the  "Amendment  Reg AB"),  dated as of November 7, 2005 (as
amended,  the  "Servicing  Agreement"),  between the  Company  and  Assignor  and  pursuant to which the Company  agreed to service the
Assigned Loans; and

         In consideration of the mutual promises and agreements  contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties hereto agree that the Assignor's  right,  title and interest to
and under the Servicing  Agreement and the Assigned  Loans now serviced by Company for Assignor,  shall be subject to the terms of this
AAR Agreement.  Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.

Assignment and Assumption

1.       Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
   title and interest as in, to and under (a) the Assigned Loans and (b) the Servicing Agreement;  provided, however, that the Assignor
   is not assigning to the Assignee any of its right, title or interest,  in, to and under the Servicing  Agreement with respect to any
   mortgage loan other than the Assigned Loans listed on Attachment 1.  Notwithstanding  anything to the contrary contained herein, the
   Assignor  specifically  reserves  and does  not  assign  to the  Assignee  any  right,  title  and  interest  in,  to or  under  the
   representations  and warranties  contained in Section 3.01 and Section 3.02 of the Servicing Agreement and the Assignor is retaining
   the right to enforce the  representations  and warranties set forth in those  sections  against the Company.  Except as is otherwise
   expressly  provided  herein,  the  Assignor  makes no  representations,  warranties  or  covenants  to the Assignee and the Assignee
   acknowledges that the Assignor has no obligations to the Assignee under the terms of the Servicing  Agreement or otherwise  relating
   to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

Representations, Warranties and Covenants

2.       Assignor warrants and represents to Assignee and Company as of the date hereof:

(n)      [reserved];

(o)      Attached  hereto as Attachment 2 is a true and accurate  copy of the Servicing  Agreement of which is in full force and effect
                           as of the date hereof and the provisions of which have not been waived,  amended or modified in any respect,
                           nor has any notice of termination been given thereunder;

(p)      Assignor is the lawful  owner of the  Assigned  Loans with full right to transfer  the  Assigned  Loans and any and all of its
                           interests,  rights and obligations under the Servicing  Agreement as they relate to the Assigned Loans, free
                           and clear from any and all claims and encumbrances;  and upon the transfer of the Assigned Loans to Assignee
                           as  contemplated  herein and in the Mortgage Loan Servicing  Agreement dated as of July 31, 2006 between the
                           Assignor and Structured  Asset Mortgage  Investments II Inc. ("SAMI II"),  Assignee shall have good title to
                           each and every Assigned Loan, as well as any and all of Assignor's  interests and rights under the Servicing
                           Agreement  as  they  relate  to the  Assigned  Loans,  free  and  clear  of any and all  liens,  claims  and
                           encumbrances;

(q)      There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans;

(r)      Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(s)      Assignor is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  incorporation,
                           and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(t)      Assignor has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignor's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignor's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignor is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignor
                           or its property is subject.  The execution,  delivery and  performance by Assignor of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on the part of  Assignor.  This AAR  Agreement  has been duly  executed  and  delivered by
                           Assignor and, upon the due  authorization,  execution and delivery by Assignee and Company,  will constitute
                           the valid and legally binding  obligation of Assignor  enforceable  against  Assignor in accordance with its
                           terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or
                           other  similar laws now or hereafter  in effect  relating to  creditors'  rights  generally,  and by general
                           principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(u)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignor in connection  with the  execution,  delivery or  performance by
                           Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(v)      Neither  Assignor  nor anyone  acting on its behalf has  offered,  transferred,  pledged,  sold or  otherwise  disposed of the
                           Assigned  Loans or any interest in the Assigned  Loans,  or solicited any offer to buy or accept a transfer,
                           pledge or other  disposition  of the Assigned  Loans,  or any  interest in the  Assigned  Loans or otherwise
                           approached or negotiated  with respect to the Assigned Loans, or any interest in the Assigned Loans with any
                           Person in any  manner,  or made any general  solicitation  by means of general  advertising  or in any other
                           manner,  or taken any other action which would  constitute a  distribution  of the Assigned  Loans under the
                           Securities  Act of 1933, as amended (the "1933 Act") or which would render the  disposition  of the Assigned
                           Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto;

(w)      The Assignor  has  received  from  Company,  and has  delivered to the  Assignee,  all  documents  required to be delivered to
                           Assignor by the Company  prior to the date hereof  pursuant to the Servicing  Agreement  with respect to the
                           Assigned Loans and has not received, and has not requested from the Company, any additional documents; and

(x)      There is no action,  suit,  proceeding,  investigation or litigation pending or, to Assignor's  knowledge,  threatened,  which
                           either in any instance or in the aggregate,  if determined  adversely to Assignor,  would  adversely  affect
                           Assignor's  execution  or delivery  of, or the  enforceability  of, this AAR  Agreement,  or the  Assignor's
                           ability to perform its obligations under this AAR Agreement.

3.       Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(y)      Assignee is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its organization and
                           has all requisite  power and authority to hold the Assigned Loans as trustee on behalf of the holders of the
                           Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5;

(z)      Assignee has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignee's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignee's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignee is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignee
                           or its property is subject.  The execution,  delivery and  performance by Assignee of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Assignee.  This AAR  Agreement has been duly executed and delivered by Assignee
                           and, upon the due authorization,  execution and delivery by Assignor and Company,  will constitute the valid
                           and legally binding obligation of Assignee  enforceable against Assignee in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(aa)     No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by
                           Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(bb)     There is no action,  suit,  proceeding,  investigation or litigation pending or, to Assignee's  knowledge,  threatened,  which
                           either in any instance or in the aggregate,  if determined  adversely to Assignee,  would  adversely  affect
                           Assignee's  execution  or delivery  of, or the  enforceability  of, this AAR  Agreement,  or the  Assignee's
                           ability to perform its obligations under this AAR Agreement; and

(cc)     Assignee  assumes  for the  benefit of each of the  Assignor  and the  Company  all of the rights of the  Purchaser  under the
                           Servicing Agreement with respect to the Assigned Loans.

4.       Company warrants and represents to, and covenants with, Assignor and Assignee as of the date hereof:

(dd)     [reserved];

(ee)     Attached hereto as Attachment 2 is a true and accurate copy of the Servicing  Agreement,  which is in full force and effect as
                           of the date hereof and the  provisions  of which have not been  waived,  amended or modified in any respect,
                           nor has any notice of termination been given thereunder;

(ff)     Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                           and has all  requisite  power and  authority  to service the  Assigned  Loans and  otherwise  to perform its
                           obligations under the Servicing Agreement;

(gg)     Company has full corporate power and authority to execute,  deliver and perform its obligations under this AAR Agreement,  and
                           to consummate the transactions set forth herein.  The consummation of the transactions  contemplated by this
                           AAR  Agreement is in the ordinary  course of Company's  business and will not conflict  with, or result in a
                           breach  of,  any of the  terms,  conditions  or  provisions  of  Company's  charter  or by-laws or any legal
                           restriction,  or any material  agreement  or  instrument  to which  Company is now a party or by which it is
                           bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
                           or its property is subject.  The  execution,  delivery and  performance by Company of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on the part of  Company.  This AAR  Agreement  has been duly  executed  and  delivered  by
                           Company, and, upon the due authorization,  execution and delivery by Assignor and Assignee,  will constitute
                           the valid and legally  binding  obligation of Company,  enforceable  against  Company in accordance with its
                           terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or
                           other  similar laws now or hereafter  in effect  relating to  creditors'  rights  generally,  and by general
                           principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(hh)     No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(ii)     The Company shall establish a Custodial  Account and an Escrow Account under the Servicing  Agreement in favor of the Assignee
                           with respect to the  Assigned  Loans  separate  from the  Custodial  Account and Escrow  Account  previously
                           established under the Servicing Agreement in favor of Assignor;

(jj)     No event has occurred  from the Closing Date to the date hereof which would render the  representations  and  warranties as to
                           the related  Assigned  Loans made by the Company in Sections 3.01 and 3.02 of the Servicing  Agreement to be
                           untrue in any material respect; and

(kk)     Neither this AAR Agreement nor any certification,  statement,  report or other agreement,  document or instrument furnished or
                           to be  furnished  by the Company  pursuant to this AAR  Agreement  contains or will  contain any  materially
                           untrue  statement of fact or omits or will omit to state a fact necessary to make the  statements  contained
                           therein not misleading.

5.       Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
   claims, losses, penalties, fines, forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
   Assignee  (and its  successors  and assigns) may sustain in any way related to any breach of the  representations  or  warranties of
   Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

Recognition of Assignee

6.       From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
   Assigned Loans are intended to be part of a REMIC or multiple  REMICs,  and will service the Assigned  Loans in accordance  with the
   Servicing  Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any such intended REMIC to
   fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC  (including but not limited to the
   tax on prohibited  transactions as defined in Section  860F(a)(2) of the Code and the tax on  contributions  to a REMIC set forth in
   Section  860G(d) of the Code).  It is the intention of Assignor,  Company and Assignee that this AAR Agreement shall be binding upon
   and for the benefit of the respective  successors  and assigns of the parties  hereto.  Neither  Company nor Assignor shall amend or
   agree to amend,  modify,  waive,  or otherwise  alter any of the terms or  provisions of the Servicing  Agreement  which  amendment,
   modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.

7.       Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties hereto that (i) this
   AAR Agreement is  acknowledged  and accepted by the Assignee not  individually or personally but solely as Assignee for the Trust in
   the exercise of the powers and  authority  conferred and vested in it under the Pooling and  Servicing  Agreement  (the "Pooling and
   Servicing Agreement"),  dated as of July 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National Association,
   as master servicer (the "Master  Servicer") and as securities  administrator,  (ii) each of the  representations,  undertakings  and
   agreements herein made on behalf of the Trust is made and intended not as personal  representations,  undertakings and agreements of
   the Assignee but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances  shall the Assignee
   be  personally  liable for the payment of any  indebtedness  or expenses of the Assignee or the Trust or be liable for the breach or
   failure of any obligation, representation,  warranty or covenant made or undertaken by the Assignee, the Assignor or the Trust under
   the Servicing Agreement or the Pooling and Servicing  Agreement.  Any recourse against the Assignee in respect of any obligations it
   may have under or pursuant to the terms of this AAR Agreement  shall be limited  solely to the assets it may hold as trustee of Bear
   Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

Modification of Servicing Agreement
8.       The Company and Assignor hereby amend the Servicing Agreement as follows:

         (a)      The following definitions are added to Article I of the Servicing Agreement:

         Assignee:  Citibank,  N.A.,  as  trustee  for the  holders of the Bear  Stearns  ALT-A  Trust  2006-5,  Mortgage  Pass-Through
         Certificates, Series 2006-5.

         Depositor:  SAMI II.

         Master Servicer:  Wells Fargo Bank,  National  Association,  or its successors in interest who meet the  qualifications of the
         Pooling and Servicing Agreement and this Agreement.

         Nonrecoverable  Advance:  Any advance  previously made by the Company pursuant to Section 5.03 or any Servicing Advance which,
         in the good faith  judgment of the Company,  may not be ultimately  recoverable  by the Company from  Liquidation  Proceeds or
         otherwise.  The  determination  by the Company that it has made a Nonrecoverable  Advance,  shall be evidenced by an Officer's
         Certificate  of the  Company  delivered  to the  Purchaser  and the  Master  Servicer  and  detailing  the  reasons  for  such
         determination.

         Pooling and Servicing  Agreement:  That certain pooling and servicing  agreement,  dated as of July 1, 2006,  among Structured
         Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and the Purchaser.

         SAMI II:  Structured Asset Mortgage Investments II Inc.

         Securities Administrator: Wells Fargo Bank, National Association.

         Trustee:  Citibank,  N.A., or its successor in interest,  or any  successor  trustee  appointed as provided in the Pooling and
         Servicing Agreement.

         (b)      The definition of Business Day is deleted in its entirety and replaced with the following:

         Business Day: Any day other than:  (i) a Saturday or Sunday,  or (ii) a legal  holiday in the States of New York,  Maryland or
         Minnesota,  or (iii) a day on which banks in the States of New York,  Maryland or Minnesota are authorized or obligated by law
         or executive order to be closed.

         (c)      The definition of Custodial Account is deleted in its entirety and replaced with the following:

         Custodial  Account:  Each separate demand account or accounts  created and maintained  pursuant to Section 4.04 which shall be
         entitled "HSBC Mortgage  Corporation (USA), as Servicer,  in trust for Citibank,  N.A., as trustee for the holders of the Bear
         Stearns Alt A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series  2006-5," and shall be  established  in an Eligible
         Account.

         (d)      The definition of Escrow Account is deleted in its entirety and replaced with the following:

         Escrow  Account:  Each  separate  trust  account or accounts  created and  maintained  pursuant to Section 4.06 which shall be
         entitled "HSBC Mortgage  Corporation (USA), as Servicer,  in trust for Citibank,  N.A., as trustee for the holders of the Bear
         Stearns Alt A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series  2006-5," and shall be  established  in an Eligible
         Account.

         (e)      Article III of the Servicing  Agreement is hereby amended effective as of the date hereof by adding the following new
Section 3.02(kkk):

                  (kkk)    With  respect to each  Mortgage  Loan,  information  regarding  the borrower  credit  files  related to such
         Mortgage Loan has been furnished to credit  reporting  agencies in compliance with the provisions of the Fair Credit Reporting
         Act and the applicable implementing regulations.

         (f)      Article IV of the  Servicing  Agreement is hereby  amended  effective  as of the date hereof by adding the  following
after the first sentence in 4.01:

                  In addition,  the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan
         to  credit  reporting  agencies  in  compliance  with the  provisions  of the Fair  Credit  Reporting  Act and the  applicable
         implementing regulations.

         The following is added as Subsection 4.05(ix) of the Servicing Agreement:

         "(ix) to reimburse itself for any Nonrecoverable Advances;"

                  (g)      The  following  is added to the second  sentence of the third  paragraph  of Section  4.13 of the  Servicing
Agreement:

         ";  provided,  however,  that any REO property  shall be disposed of by the Company before the close of the third taxable year
         following  the taxable year in which the Mortgage  Loan became an REO  property,  unless the Company is otherwise  directed by
         the Assignee."

                  (h)      Section 5.02 of the Servicing  Agreement is hereby  amended by replacing the first two  paragraphs  with the
following:

                  "Not later than the tenth (10th)  calendar day of each month,  the Servicer shall furnish to the Master Servicer in a
         format as outlined  below (or in such other  formats  mutually  agreed  between the Servicer and the Master  Servicer) (i) (a)
         monthly  loan data in the format set forth in Exhibit  E-1 hereto,  (b)  default  loan data in the format set forth in Exhibit
         E-2 hereto and (c) information  regarding  realized losses and gains in the format set forth in Exhibit E-3 hereto (or in such
         other formats  mutually  agreed between the Servicer and the Master  Servicer),  in each case relating to the period ending on
         the last day of the  preceding  calendar  month,  (ii) all such  information  required  pursuant to clause  (i)(a)  above on a
         magnetic tape,  electronic mail, or other similar media reasonably  acceptable to the Master Servicer and (iii) all supporting
         documentation with respect to the information required pursuant to clause (i)(c) above."

         (i)      Section 11.04 of the Servicing Agreement is deleted in its entirety and replaced with the following:

         Section 11.04     Governing Law.

                  This  Agreement  shall be governed by and construed in accordance  with the laws of the State of New
                  York without  giving effect to  principles  of conflicts of laws and except to the extent  preempted
                  by  Federal  law and the  obligations,  rights  and  remedies  of the  parties  hereunder  shall  be
                  determined in accordance with such laws.

         (j)      The following shall be added as Section 11.19 of the Servicing Agreement:

         Section 11.19     Third Party Beneficiary.

                  For purposes of this Agreement,  any Master  Servicer shall be considered a third party  beneficiary
                  to this Agreement  entitled to all the rights and benefits  accruing to any Master  Servicer  herein
                  as if it were a direct party to this Agreement.

         (k)      Section  2(f)(vii)(B)  of the  Amendment Reg AB is hereby  amended by deleting from the first  paragraph the words ",
which  continues  unremedied for ten calendar days after the date on which such  information,  report,  certification  or  accountants'
letter was required to be delivered".

         (l)      Exhibits  E-1,  E-2 and E-3  (attached  hereto as  Attachment  3 to this AAR) are hereby  attached  to the  Servicing
Agreement.



Miscellaneous
9.       All demands,  notices and communications  related to the Assigned Loans, the Servicing  Agreement and this AAR Agreement shall
   be in writing and shall be deemed to have been duly given if personally  delivered at or mailed by registered mail, postage prepaid,
   as follows:

a.                In the case of Company,

                  HSBC MORTGAGE CORPORATION (USA)
                  Lori A. Miller / Vice President
                  2929 Walden Avenue
                  Depew, New York 14043

b.                In the case of Assignor,

                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, Texas 75067-3884
                  Attention:  Conduit Seller Approval Dept.
                  Facsimile: (214) 626-3751
                  Email: sellerapproval@bear.com

                All notices and updates required to be provided to the Assignor regarding      Regulation    AB   pursuant   to   the
                Servicing Agreement should be sent to the     Assignor by email to regABnotifications@bear.com, and additionally:

                  (A)      for Item 1117 (Legal Proceedings) to:

                           EMC Mortgage Corporation
                           Mac Arthur Ridge II
                           909 Hidden Ridge Drive, Suite 200
                           Irving, TX 75038
                           Attention:  Associate General Counsel for Loan Administration
                           Facsimile: (972) 831-2555


                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564



                (B)        For Item 1119 (Affiliations and Certain Relationships and Related Transactions) to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, TX  75067-3884
                           Attention:  Conduit Seller Approval Dept.
                           Facsimile:  (214) 626-3751
                           Email:  sellerapproval@bear.com

                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

c.                In the case of the Securities Administrator,

                  Wells Fargo Bank,
                  National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention:  BSALTA 2006-5
                  Telecopier No.: (410) 715-2380

d.                In the case of Assignee,

                  Citibank, N.A.
                  388 Greenwich Street, 14th Floor
                  New York, New York 10013
                  Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                  Telecopier No.: (212) 816-5527

10.      Each party will pay any  commissions it has incurred and the fees of its attorneys in connection  with the  negotiations  for,
   documenting of and closing of the transactions contemplated by this AAR Agreement.

11.      This AAR Agreement  shall be construed in accordance  with the laws of the State of New York,  without  regard to conflicts of
   law principles (other than Section 5-1401 of the New York Obligations Law), and the obligations,  rights and remedies of the parties
   hereunder shall be determined in accordance with such laws.

12.      No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
   signed by the party against whom such waiver or modification is sought to be enforced.

13.      This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
   Assignor,  Assignee or Company may be merged or  consolidated  shall,  without the requirement  for any further  writing,  be deemed
   Assignor, Assignee or Company, respectively, hereunder.

14.      This AAR  Agreement  shall survive the  conveyance of the Assigned  Loans,  the  assignment of the Servicing  Agreement to the
   extent of the Assigned Loans by Assignor to Assignee and the termination of the Servicing Agreement.

15.      This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
   original and all such counterparts shall constitute one and the same instrument.

16.      In the event that any provision of this AAR Agreement  conflicts  with any provision of the Servicing  Agreement  with respect
   to the Assigned Loans, the terms of this AAR Agreement shall control.

17.      The Company hereby  acknowledges  that Wells Fargo Bank,  National  Association (the "Master  Servicer") has been appointed as
   the master servicer of the Assigned Loans pursuant to the Pooling and Servicing  Agreement and therefor has the right to enforce all
   obligations  of the Company,  as they relate to the Assigned  Loans,  under the  Servicing  Agreement and this AAR  Agreement.  Such
   rights will include,  without  limitation,  the right to terminate the Servicer under the Servicing Agreement upon the occurrence of
   an event of default  thereunder,  the right to receive  all  remittances  required  to be made by the  Company  under the  Servicing
   Agreement,  the right to receive all monthly  reports and other data  required to be  delivered by the Company  under the  Servicing
   Agreement,  the right to examine the books and records of the Company,  indemnification  rights,  and the right to exercise  certain
   rights of consent and  approval  relating  to actions  taken by the  Company.  The Company  shall make all  distributions  under the
   Servicing  Agreement,  as they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately  available funds
   to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name:  SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account #50937300.

and the Company  shall  deliver all reports  required to be delivered  under the  Servicing  Agreement,  as they relate to the Assigned
Loans, to the Assignee at the address set forth in Section 9d herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.

                                                              EMC MORTGAGE CORPORATION Assignor

                                                              By:_______________________________________________
                                                              Name:_____________________________________________
                                                              Title:____________________________________________

                                                              CITIBANK, N.A., as Trustee, Assignee

                                                              By:      _________________________________________
                                                              Name:    _________________________________________
                                                              Title:   _________________________________________

                                                              HSBC MORTGAGE CORPORATION (USA)
                                                              Company

                                                              By:_______________________________________________
                                                              Name:_____________________________________________
                                                              Title:____________________________________________

                                                              Acknowledged and Agreed:

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION

                                                              By:      _________________________________________
                                                              Name:    _________________________________________
                                                              Title:   _________________________________________




                                                             ATTACHMENT 1

                                                            ASSIGNED LOANS

                                                       (Available upon request)






                                                             ATTACHMENT 2

                                                          SERVICING AGREEMENT

                                                       (Available upon request)




                                                             ATTACHMENT 3
                                                               EXHIBIT 1
                                                       REPORTING DATA FOR MONTHLY REPORT
                                             Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
         Column Name                            Description                      Decimal           Format Comment           Max
                                                                                                                            Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR               A value  assigned by the  Servicer to define a               Text up to 10 digits             20
                               group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR                       A unique  identifier  assigned to each loan by               Text up to 10 digits             10
                               the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR              A  unique  number  assigned  to a loan  by the               Text up to 10 digits             10
                               Servicer.  This  may  be  different  than  the
                               LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME                  The  borrower  name as  received  in the file.               Maximum  length  of 30 (Last,    30
                               It is not separated by first and last name.                  First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT                  Scheduled   monthly  principal  and  scheduled       2       No  commas(,) or dollar signs    11
                               interest  payment  that a borrower is expected               ($)
                               to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE                  The  loan  interest  rate as  reported  by the       4       Max length of 6                   6
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE                   The loan gross  interest rate less the service       4       Max length of 6                   6
                               fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE                  The   servicer's   fee  rate  for  a  loan  as       4       Max length of 6                   6
                               reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT                   The  servicer's  fee  amount  for  a  loan  as       2       No  commas(,) or dollar signs    11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT                    The new loan  payment  amount as  reported  by       2       No  commas(,) or dollar signs    11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE                  The new loan rate as reported by the Servicer.       4       Max length of 6                   6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE                 The index the  Servicer is using to  calculate       4       Max length of 6                   6
                               a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL              The  borrower's  actual  principal  balance at       2       No  commas(,) or dollar signs    11
                               the beginning of the processing cycle.                       ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL              The  borrower's  actual  principal  balance at       2       No  commas(,) or dollar signs    11
                               the end of the processing cycle.                             ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE         The date at the end of  processing  cycle that               MM/DD/YYYY                       10
                               the  borrower's  next  payment  is  due to the
                               Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1                The first curtailment amount to be applied.          2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1                The   curtailment   interest   on  the   first       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2                The second curtailment amount to be applied.         2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2                The   curtailment   interest   on  the  second       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3                The third curtailment amount to be applied.          2       No  commas(,) or dollar signs    11
                                                                                            ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3               The  curtailment   date  associated  with  the               MM/DD/YYYY                       10
                               third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3                 The   curtailment   interest   on  the   third       2       No  commas(,) or dollar signs    11
                               curtailment amount, if applicable.                           ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT                        The loan "paid in full"  amount as reported by       2       No  commas(,) or dollar signs    11
                               the Servicer.                                                ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE                       The  paid in  full  date  as  reported  by the               MM/DD/YYYY                       10
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                                                                                            Action        Code       Key:     2
                                                                                            15=Bankruptcy,
                               The   standard   FNMA  numeric  code  used  to               30=Foreclosure,   ,   60=PIF,
                               indicate  the  default/delinquent  status of a               63=Substitution,
ACTION_CODE                    particular loan.                                             65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT                    The  amount  of  the  interest  adjustment  as       2       No  commas(,) or dollar signs    11
                               reported by the Servicer.                                    ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT         The Soldier and Sailor  Adjustment  amount, if       2       No  commas(,) or dollar signs    11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT               The   Non   Recoverable   Loan   Amount,    if       2       No  commas(,) or dollar signs    11
                               applicable.                                                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT                  The amount the  Servicer is passing as a loss,       2       No  commas(,) or dollar signs    11
                               if applicable.                                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL             The  scheduled  outstanding  principal  amount       2       No  commas(,) or dollar signs    11
                               due at the  beginning  of the cycle date to be               ($)
                               passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL             The   scheduled   principal   balance  due  to       2       No  commas(,) or dollar signs    11
                               investors at the end of a processing cycle.                  ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT                 The scheduled  principal amount as reported by       2       No  commas(,) or dollar signs    11
                               the  Servicer  for the  current  cycle -- only               ($)
                               applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT                  The scheduled  gross interest  amount less the       2       No  commas(,) or dollar signs    11
                               service  fee amount for the  current  cycle as
                               reported by the  Servicer  -- only  applicable
                               for Scheduled/Scheduled Loans.                               ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT                  The actual  principal  amount collected by the       2       No  commas(,) or dollar signs    11
                               Servicer  for the current  reporting  cycle --               ($)
                               only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
                               The  actual  gross  interest  amount  less the
                               service fee amount for the  current  reporting               No  commas(,) or dollar signs
ACTL_NET_INT                   cycle  as  reported  by the  Servicer  -- only       2       ($)                              11
                               applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT            The penalty  amount  received  when a borrower       2       No  commas(,) or dollar signs    11
                               prepays  on  his  loan  as   reported  by  the               ($)
                               Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED         The  prepayment  penalty  amount  for the loan       2       No  commas(,) or dollar signs    11
                               waived by the servicer.                                      ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE                       The    Effective    Payment    Date   of   the               MM/DD/YYYY                       10
                               Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE                       The Modification Type.                                       Varchar  - value can be alpha    30
                                                                                            or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT         The   current   outstanding    principal   and       2       No  commas(,) or dollar signs    11
                               interest advances made by Servicer.                          ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------

                                                                   EXHIBIT 2
                                                       REPORTING DATA FOR DEFAULTED LOANS
                                               Standard File Layout – Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
         Column/Header Name                                Description                         Decimal     Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR                      A  unique   number   assigned  to  a  loan  by  the
                                       Servicer.  This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR                               A unique  identifier  assigned  to each loan by the
                                       originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR                             Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR                      Contains  a  unique   number  as   assigned  by  an
                                       external  servicer  to identify a group of loans in
                                       their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME                    First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME                     Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS                           Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE                             The state where the  property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP                               Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE                 The date that the  borrower's  next  payment is due                 MM/DD/YYYY
                                       to the servicer at the end of processing  cycle, as
                                       reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE                              Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE                  The date a particular bankruptcy claim was filed.                   MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE                The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR                    The  case  number  assigned  by  the  court  to the
                                       bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE                 The payment due date once the  bankruptcy  has been                 MM/DD/YYYY
                                       approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE             The  Date  The  Loan Is  Removed  From  Bankruptcy.                 MM/DD/YYYY
                                       Either  by  Dismissal,  Discharged  and/or a Motion
                                       For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE                     The Date The Loss  Mitigation  Was  Approved By The                 MM/DD/YYYY
                                       Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE                          The  Type Of Loss  Mitigation  Approved  For A Loan
                                       Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE                 The Date The Loss Mitigation  /Plan Is Scheduled To                 MM/DD/YYYY
                                       End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE                 The Date The Loss Mitigation Is Actually Completed                  MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE                   The date DA Admin  sends a letter  to the  servicer                 MM/DD/YYYY
                                       with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE                 Date  File  Was  Referred  To  Attorney  to  Pursue                 MM/DD/YYYY
                                       Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE                       Notice  of 1st  legal  filed  by an  Attorney  in a                 MM/DD/YYYY
                                       Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE              The date by which a  foreclosure  sale is  expected                 MM/DD/YYYY
                                       to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE                       The actual date of the foreclosure sale.                            MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT                        The amount a property  sold for at the  foreclosure        2        No   commas(,)
                                       sale.                                                               or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE                    The date the  servicer  initiates  eviction  of the                 MM/DD/YYYY
                                       borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE                The date the court revokes legal  possession of the                 MM/DD/YYYY
                                       property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE                             The price at which an REO property is marketed.            2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE                              The date an REO  property is listed at a particular                 MM/DD/YYYY
                                       price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT                              The dollar value of an offer for an REO property.          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME                        The  date an offer  is  received  by DA Admin or by                 MM/DD/YYYY
                                       the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE                       The date the REO sale of the  property is scheduled                 MM/DD/YYYY
                                       to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE                Actual Date Of REO Sale                                             MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE                          Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE                    A  code  that   indicates   the  condition  of  the
                                       property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE                   The date a  property inspection is performed.                       MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE                         The date the appraisal was done.                                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL                           The  current "as is" value of the  property  based        2
                                       on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL                      The amount the  property  would be worth if repairs        2
                                       are completed  pursuant to a broker's price opinion
                                       or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE                     FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE                     The  circumstances  which caused a borrower to stop
                                       paying on a loan.  Code  indicates  the  reason why
                                       the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE                    Date  Mortgage   Insurance  Claim  Was  Filed  With                 MM/DD/YYYY
                                       Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT                           Amount of Mortgage Insurance Claim Filed                            No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE                     Date Mortgage  Insurance  Company  Disbursed  Claim                 MM/DD/YYYY
                                       Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID                      Amount Mortgage Insurance Company Paid On Claim            2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE                  Date Claim Was Filed With Pool Insurance Company                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT                         Amount of Claim Filed With Pool Insurance Company          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE                   Date Claim Was  Settled and The Check Was Issued By                 MM/DD/YYYY
                                       The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID                    Amount Paid On Claim By Pool Insurance Company             2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE             Date FHA Part A Claim Was Filed With HUD                           MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT                    Amount of FHA Part A Claim Filed                          2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE              Date HUD Disbursed Part A Claim Payment                            MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT               Amount HUD Paid on Part A Claim                           2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE              Date FHA Part B Claim Was Filed With HUD                          MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT                     Amount of FHA Part B Claim Filed                         2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE                Date HUD Disbursed Part B Claim Payment                          MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT               Amount HUD Paid on Part B Claim                           2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE                     Date VA Claim Was Filed With the Veterans Admin                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE                      Date Veterans Admin. Disbursed VA Claim Payment                    MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT                       Amount Veterans Admin. Paid on VA Claim                   2        No   commas(,)
                                                                                                           or      dollar
                                                                                                           signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------

Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o        ASUM-   Approved Assumption
o        BAP-    Borrower Assistance Program
o        CO-     Charge Off
o        DIL-    Deed-in-Lieu
o        FFA-    Formal Forbearance Agreement
o        MOD-    Loan Modification
o        PRE-    Pre-Sale
o        SS-     Short Sale
o        MISC-   Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept  alternative  Loss Mitigation Types to those above,  provided that they are consistent with industry
standards.  If Loss  Mitigation  Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o        Mortgagor
o        Tenant
o        Unknown
o        Vacant

The Property Condition field should show the last reported condition of the property as follows:
o        Damaged
o        Excellent
o        Fair
o        Gone
o        Good
o        Poor
o        Special Hazard
o        Unknown


Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

                      ------------------------ ---------------------------------------------------------
                      Delinquency Code         Delinquency Description
                      ------------------------ ---------------------------------------------------------
                      001                      FNMA-Death of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      002                      FNMA-Illness of principal mortgagor
                      ------------------------ ---------------------------------------------------------
                      003                      FNMA-Illness of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      004                      FNMA-Death of mortgagor's family member
                      ------------------------ ---------------------------------------------------------
                      005                      FNMA-Marital difficulties
                      ------------------------ ---------------------------------------------------------
                      006                      FNMA-Curtailment of income
                      ------------------------ ---------------------------------------------------------
                      007                      FNMA-Excessive Obligation
                      ------------------------ ---------------------------------------------------------
                      008                      FNMA-Abandonment of property
                      ------------------------ ---------------------------------------------------------
                      009                      FNMA-Distant employee transfer
                      ------------------------ ---------------------------------------------------------
                      011                      FNMA-Property problem
                      ------------------------ ---------------------------------------------------------
                      012                      FNMA-Inability to sell property
                      ------------------------ ---------------------------------------------------------
                      013                      FNMA-Inability to rent property
                      ------------------------ ---------------------------------------------------------
                      014                      FNMA-Military Service
                      ------------------------ ---------------------------------------------------------
                      015                      FNMA-Other
                      ------------------------ ---------------------------------------------------------
                      016                      FNMA-Unemployment
                      ------------------------ ---------------------------------------------------------
                      017                      FNMA-Business failure
                      ------------------------ ---------------------------------------------------------
                      019                      FNMA-Casualty loss
                      ------------------------ ---------------------------------------------------------
                      022                      FNMA-Energy environment costs
                      ------------------------ ---------------------------------------------------------
                      023                      FNMA-Servicing problems
                      ------------------------ ---------------------------------------------------------
                      026                      FNMA-Payment adjustment
                      ------------------------ ---------------------------------------------------------
                      027                      FNMA-Payment dispute
                      ------------------------ ---------------------------------------------------------
                      029                      FNMA-Transfer of ownership pending
                      ------------------------ ---------------------------------------------------------
                      030                      FNMA-Fraud
                      ------------------------ ---------------------------------------------------------
                      031                      FNMA-Unable to contact borrower
                      ------------------------ ---------------------------------------------------------
                      INC                      FNMA-Incarceration
                      ------------------------ ---------------------------------------------------------



Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
                      ------------------------ -------------------------------------------------------
                            Status Code        Status Description
                      ------------------------ -------------------------------------------------------
                                09             Forbearance
                      ------------------------ -------------------------------------------------------
                                17             Pre-foreclosure Sale Closing Plan Accepted
                      ------------------------ -------------------------------------------------------
                                24             Government Seizure
                      ------------------------ -------------------------------------------------------
                                26             Refinance
                      ------------------------ -------------------------------------------------------
                                27             Assumption
                      ------------------------ -------------------------------------------------------
                                28             Modification
                      ------------------------ -------------------------------------------------------
                                29             Charge-Off
                      ------------------------ -------------------------------------------------------
                                30             Third Party Sale
                      ------------------------ -------------------------------------------------------
                                31             Probate
                      ------------------------ -------------------------------------------------------
                                32             Military Indulgence
                      ------------------------ -------------------------------------------------------
                                43             Foreclosure Started
                      ------------------------ -------------------------------------------------------
                                44             Deed-in-Lieu Started
                      ------------------------ -------------------------------------------------------
                                49             Assignment Completed
                      ------------------------ -------------------------------------------------------
                                61             Second Lien Considerations
                      ------------------------ -------------------------------------------------------
                                62             Veteran's Affairs-No Bid
                      ------------------------ -------------------------------------------------------
                                63             Veteran's Affairs-Refund
                      ------------------------ -------------------------------------------------------
                                64             Veteran's Affairs-Buydown
                      ------------------------ -------------------------------------------------------
                                65             Chapter 7 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                66             Chapter 11 Bankruptcy
                      ------------------------ -------------------------------------------------------
                                67             Chapter 13 Bankruptcy
                      ------------------------ -------------------------------------------------------

                                                                   EXHIBIT 3
                                                  REPORTING DATA FOR REALIZED LOSSES AND GAINS
                                     Calculation of Realized Loss/Gain Form 332– Instruction Sheet
         NOTE: Do not net or combine  items.  Show all expenses  individually  and all credits as separate line items.  Claim  packages
         are due on the  remittance  report date.  Late  submissions  may result in claims not being passed until the following  month.
         The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
o        The numbers on the 332 form correspond with the numbers listed below.

         Liquidation and Acquisition Expenses:
         1.       The Actual Unpaid Principal Balance of the Mortgage Loan. For  documentation,  an Amortization  Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.
         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
                  payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
                  basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
                  interest and servicing fees advanced is required.

         4-12.    Complete as applicable.  Required documentation:

                  *  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period of coverage, base
                  tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to recover advances.

                  *  For escrow advances - complete payment history

                      (to calculate advances from last positive escrow balance forward)

                  *  Other expenses -  copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

         13.      The total of lines 1 through 12.

         3.       Credits:

         14-21.   Complete as applicable.  Required documentation:

                  * Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney

                     Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

         22.      The total of lines 14 through 21.

         Please Note:      For  HUD/VA  loans,  use line  (18a) for Part  A/Initial  proceeds  and line  (18b) for Part  B/Supplemental
                           proceeds.
         Total Realized Loss (or Amount of Any Gain)

         23.      The total derived from  subtracting  line 22 from 13. If the amount  represents a realized  gain,  show the amount in
                  parenthesis (   ).

                                              Calculation of Realized Loss/Gain Form 332

         Prepared by:  __________________                     Date:  _______________
         Phone:  ______________________   Email Address:_____________________

----------------------------------    --------------------------------------    --------------------------------------------
Servicer Loan No.                     Servicer Name                             Servicer Address


----------------------------------    --------------------------------------    --------------------------------------------

         WELLS FARGO BANK, N.A. Loan No._____________________________

         Borrower's Name: _________________________________________________________
         Property Address: _________________________________________________________

         Liquidation Type:  REO Sale                  3rd Party Sale            Short Sale       Charge Off

         Was this loan granted a Bankruptcy deficiency or cramdown              Yes         No
         If "Yes", provide deficiency or cramdown amount _______________________________

         Liquidation and Acquisition Expenses:
         (1)  Actual Unpaid Principal Balance of Mortgage Loan                  $_______________(1)
         (2)  Interest accrued at Net Rate                                      ________________(2)
         (3)  Accrued Servicing Fees                                            ________________(3)
         (4)  Attorney's Fees                                                   ________________(4)
         (5)  Taxes (see page 2)                                                ________________(5)
         (6)  Property Maintenance                                              ________________(6)
         (7)  MI/Hazard Insurance Premiums (see page 2)                         ________________(7)
         (8)  Utility Expenses                                                  ________________(8)
         (9)  Appraisal/BPO                                                     ________________(9)
         (10) Property Inspections                                              _______________(10)
         (11) FC Costs/Other Legal Expenses                                     _______________(11)
         (12) Other (itemize)                                                   _______________(12)
                  Cash for Keys__________________________                       _______________(12)
                  HOA/Condo Fees_______________________                         _______________(12)
                  ______________________________________                        _______________(12)

                  Total Expenses                                                $______________(13)
         Credits:
         (14) Escrow Balance                                                    $______________(14)
         (15) HIP Refund                                                        _______________(15)
         (16) Rental Receipts                                                   _______________(16)
         (17) Hazard Loss Proceeds                                              _______________(17)
         (18) Primary Mortgage Insurance / Gov't Insurance                      _______________(18a)
          HUD Part A
                                                                                _______________(18b)
          HUD Part B
         (19) Pool Insurance Proceeds                                           _______________(19)
         (20) Proceeds from Sale of Acquired Property                           _______________(20)
         (21) Other (itemize)                                                   _______________(21)
              _________________________________________                         _______________(21)

              Total Credits                                                     $______________(22)
         Total Realized Loss (or Amount of Gain)                                $______________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
      Type           Date Paid        Period of       Total Paid      Base Amount       Penalties        Interest
   (Tax /Ins.)                        Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------

------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------




                                                                                                                           EXHIBIT I-16

                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an Assignment,  Assumption and Recognition  Agreement (the "AAR Agreement") made and entered into as of July 31, 2006,
among EMC Mortgage Corporation (the "Assignor"),  Citibank,  N.A., not in its individual capacity but solely as trustee for the holders
of Bear Stearns ALT-A Trust 2006-5,  Mortgage Pass-Through  Certificates,  Series 2006-5 (the "Assignee") and IndyMac Bank, F.S.B. (the
"Company").

         Whereas,  pursuant  to the  Recognition  Agreement,  dated as of July 1,  2006  between  the  Assignor  and the  Company  (the
"Recognition  Agreement"),  the Company  agreed to service the mortgage  loans listed on  Attachment  1 annexed  hereto (the  "Assigned
Loans") in accordance with the terms and conditions of that certain Master Purchase,  Warranties and Servicing  Agreement,  dated as of
August 1, 2001, between the Assignor and the Company, as modified in the Recognition Agreement (as modified, the "PWS Agreement").

         In consideration of the mutual promises and agreements  contained herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties  hereto agree that the Assigned Loans shall be subject to the
terms of this AAR Agreement.  Any capitalized  term used and not otherwise  defined herein shall have the meaning assigned to such term
in the PWS Agreement.

Assignment and Assumption

         1.       Except as expressly  provided for herein,  the Assignor  hereby grants,  transfers and assigns to the Assignee all of
its  right,  title and  interest  as in, to and  under (a) the  Assigned  Loans  and (b) as they  relate  to the  Assigned  Loans,  the
Recognition Agreement and the PWS Agreement.  Notwithstanding  anything to the contrary contained herein, the Assignor is not assigning
to the Assignee any of its right, title and interest,  to and under the Recognition  Agreement or the PWS Agreement with respect to any
other  mortgage  loan  other than the  Assigned  Loans.  Except as is  otherwise  expressly  provided  herein,  the  Assignor  makes no
representations,  warranties or covenants to the Assignee and the Assignee  acknowledges  that the Assignor has no  obligations  to the
Assignee  under the terms of the  Recognition  Agreement or the PWS  Agreement or otherwise  relating to the  transaction  contemplated
herein (including, but not limited to, any obligation to indemnify the Assignee).

         Assignor  acknowledges  and agrees that upon  execution of this  Agreement,  the Assignee  shall become the "Owner"  under the
Recognition  Agreement and the PWS Agreement,  and all representations,  warranties and covenants by the "Company" to the "Owner" under
the Recognition Agreement and the PWS Agreement including, but not limited to, the rights to receive  indemnification,  shall accrue to
Assignee by virtue of this Agreement.

Representations, Warranties and Covenants

         2.       Assignor warrants and represents to, and covenants with, Assignee and Company as of the date hereof that:

                  a.       Attached  hereto as  Attachment 2 is a true and correct  copy of the PWS  Agreement  and attached  hereto as
                           Attachment  3 a true and  correct  copy of the  Recognition  Agreement,  each of which is in full  force and
                           effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in any
                           respect, nor has any notice of termination been given thereunder;

                  b.       Assignor is the lawful  owner of the Assigned  Loans with full right to transfer the Assigned  Loans and any
                           and all of its interests,  rights and obligations  under the Recognition  Agreement and the PWS Agreement as
                           they relate to the Assigned  Loans,  free and clear from any and all claims and  encumbrances;  and upon the
                           transfer  of the  Assigned  Loans to Assignee  as  contemplated  herein and in the  Mortgage  Loan  Purchase
                           Agreement dated as of July 31, 2006 between the Assignor and Structured  Asset Mortgage  Investments II Inc.
                           ("SAMI  II"),  Assignee  shall have good title to each and every  Assigned  Loan,  as well as any and all of
                           Assignor's  interests,  rights and obligations under the Recognition Agreement and the PWS Agreement as they
                           relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

                  c.       There are no offsets,  counterclaims or other defenses available to the Company with respect to the Assigned
                           Loans, the Recognition Agreement or the PWS Agreement;

                  d.       Assignor has no knowledge of, and has not received  notice of, any waivers under,  or any  modification  of,
                           any Assigned Loan;

                  e.       Assignor is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its
                           incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

                  f.       Assignor has full corporate power and authority to execute,  deliver and perform its obligations  under this
                           AAR Agreement,  and to consummate the  transactions  set forth herein.  The consummation of the transactions
                           contemplated  by this AAR Agreement is in the ordinary  course of Assignor's  business and will not conflict
                           with, or result in a breach of, any of the terms,  conditions or provisions of Assignor's charter or by-laws
                           or any legal  restriction,  or any material  agreement or instrument to which  Assignor is now a party or by
                           which it is bound,  or result in the violation of any law, rule,  regulation,  order,  judgment or decree to
                           which Assignor or its property is subject.  The execution,  delivery and performance by Assignor of this AAR
                           Agreement and the consummation by it of the transactions  contemplated  hereby, have been duly authorized by
                           all necessary corporate action on part of Assignor.  This AAR Agreement has been duly executed and delivered
                           by Assignor and,  upon the due  authorization,  execution  and delivery by Assignee and the parties  hereto,
                           will  constitute  the valid and legally  binding  obligation  of Assignor  enforceable  against  Assignor in
                           accordance  with  its  terms  except  as  enforceability  may  be  limited  by  bankruptcy,  reorganization,
                           insolvency,  moratorium  or other  similar  laws now or hereafter in effect  relating to  creditors'  rights
                           generally,  and by general  principles  of equity  regardless of whether  enforceability  is considered in a
                           proceeding in equity or at law; and

                  g.       No  consent,  approval,  order or  authorization  of, or  declaration,  filing  or  registration  with,  any
                           governmental  entity is  required to be obtained  or made by  Assignor  in  connection  with the  execution,
                           delivery or performance by Assignor of this AAR Agreement,  or the  consummation  by it of the  transactions
                           contemplated  hereby.  Neither Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,
                           sold or otherwise  disposed of the Assigned  Loans or any interest in the Assigned  Loans,  or solicited any
                           offer to buy or accept a transfer,  pledge or other  disposition of the Assigned  Loans,  or any interest in
                           the Assigned  Loans or otherwise  approached  or  negotiated  with  respect to the  Assigned  Loans,  or any
                           interest in the Assigned Loans with any Person in any manner,  or made any general  solicitation by means of
                           general  advertising or in any other manner, or taken any other action which would constitute a distribution
                           of the Assigned  Loans under the  Securities  Act of 1933, as amended (the "1933 Act") or which would render
                           the  disposition  of the  Assigned  Loans a violation  of Section 5 of the 1933 Act or require  registration
                           pursuant thereto.

         3.       The Assignee warrants and represents to, and covenants with, the Assignor and the Company as of the date hereof that:

                  a.       Assignee is duly organized,  validly existing and in good standing under the laws of the jurisdiction of its
                           organization  and has all requisite  power and authority to hold the Assigned Loans on behalf of the holders
                           of Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5;

                  b.       Assignee has full corporate power and authority to execute,  deliver and perform its obligations  under this
                           AAR Agreement,  and to consummate the  transactions  set forth herein.  The consummation of the transactions
                           contemplated  by this AAR Agreement is in the ordinary  course of Assignee's  business and will not conflict
                           with, or result in a breach of, any of the terms,  conditions or provisions of Assignee's charter or by-laws
                           or any legal  restriction,  or any material  agreement or instrument to which  Assignee is now a party or by
                           which it is bound,  or result in the violation of any law, rule,  regulation,  order,  judgment or decree to
                           which Assignee or its property is subject.  The execution,  delivery and performance by Assignee of this AAR
                           Agreement and the consummation by it of the transactions  contemplated  hereby, have been duly authorized by
                           all  necessary  corporate  action  on part of  Assignee.  This AAR  Agreement  has been  duly  executed  and
                           delivered by Assignee  and, upon the due  authorization,  execution and delivery by Assignor and the parties
                           hereto,  will constitute the valid and legally binding obligation of Assignee  enforceable  against Assignee
                           in  accordance  with its terms  except as  enforceability  may be  limited  by  bankruptcy,  reorganization,
                           insolvency,  moratorium  or other  similar  laws now or hereafter in effect  relating to  creditors'  rights
                           generally,  and by general  principles  of equity  regardless of whether  enforceability  is considered in a
                           proceeding in equity or at law;

                  c.       No  consent,  approval,  order or  authorization  of, or  declaration,  filing  or  registration  with,  any
                           governmental  entity is  required to be obtained  or made by  Assignee  in  connection  with the  execution,
                           delivery or performance by Assignee of this AAR Agreement,  or the  consummation  by it of the  transactions
                           contemplated hereby; and

                  d.       The Assignee  assumes for the benefit of each of Assignor and Company,  all of  Assignor's  rights under the
                           Recognition Agreement and the PWS Agreement but solely with respect to such Assigned Loans.

         4.       Company warrants and represents to, and covenants with, Assignee and Assignor, as of the date hereof, that:

                  a.       Attached  hereto as  Attachment 2 is a true and correct  copy of the PWS  Agreement  and attached  hereto as
                           Attachment 3 is a true and correct  copy of the  Recognition  Agreement,  each of which is in full force and
                           effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in any
                           respect, nor has any notice of termination been given thereunder;

                  b.       Company is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its
                           incorporation,  and has all  requisite  power and  authority to service the Assigned  Loans and otherwise to
                           perform its obligations under the Recognition Agreement and PWS Agreement;

                  c.       Company has full corporate power and authority to execute,  deliver and perform its  obligations  under this
                           AAR Agreement,  and to consummate the  transactions  set forth herein.  The consummation of the transactions
                           contemplated  by this AAR  Agreement is in the ordinary  course of Company's  business and will not conflict
                           with, or result in a breach of, any of the terms,  conditions or provisions of Company's  charter or by-laws
                           or any legal  restriction,  or any material  agreement or  instrument  to which Company is now a party or by
                           which it is bound,  or result in the violation of any law, rule,  regulation,  order,  judgment or decree to
                           which Company or its property is subject.  The  execution,  delivery and  performance by Company of this AAR
                           Agreement and the consummation by it of the transactions  contemplated  hereby, have been duly authorized by
                           all necessary  corporate action on part of Company.  This AAR Agreement has been duly executed and delivered
                           by  Company,  and,  upon the due  authorization,  execution  and  delivery by Assignor  and  Assignee,  will
                           constitute the valid and legally binding  obligation of Company,  enforceable  against Company in accordance
                           with  its  terms  except  as  enforceability  may be  limited  by  bankruptcy,  reorganization,  insolvency,
                           moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally,  and by
                           general  principles of equity  regardless of whether  enforceability is considered in a proceeding in equity
                           or at law;

                  d.       No  consent,  approval,  order or  authorization  of, or  declaration,  filing  or  registration  with,  any
                           governmental  entity is  required  to be  obtained  or made by Company  in  connection  with the  execution,
                           delivery or performance  by Company of this AAR Agreement,  or the  consummation  by it of the  transactions
                           contemplated hereby;

                  e.       Company  shall  establish a Custodial  Account and an Escrow  Account  under the PWS  Agreement  in favor of
                           Assignee  with  respect to the  Assigned  Loans  separate  from the  Custodial  Account  and Escrow  Account
                           previously established under the PWS Agreement in favor of Assignor;

                  f.       Pursuant to Section  11.18 of the PWS  Agreement,  the  Company  hereby  restates  the  representations  and
                           warranties set forth in Section 3.01 and Section  3.02(bbb) of the PWS Agreement with respect to the Company
                           and the Assigned Loans as of the date hereof; and

                  g.       Neither  this AAR  Agreement  nor any  certification,  statement,  report or other  agreement,  document  or
                           instrument  furnished  or to be  furnished by the Company  pursuant to this AAR  Agreement  contains or will
                           contain any materially untrue statement of fact.

         5.       Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns)  harmless  against any and
all claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments,  and any other costs, fees and expenses
that Assignee (and its  successors  and assigns) may sustain in any way related to any breach of the  representations  or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

         6.       The Company,  including any successor  servicer,  shall be subject to the supervision of the Master  Servicer,  which
Master  Servicer shall have the same rights as the Purchaser,  as purchaser,  under the PWS Agreement to enforce the obligations of the
Company under the PWS Agreement,  and the term  "Purchaser" as used in the PWS Agreement in connection with any rights of the Purchaser
shall refer to the Trust Fund or, as the context  requires,  the Master Servicer,  except as otherwise  specified.  The Master Servicer
shall be entitled to terminate the rights and obligations of the Company under the PWS Agreement,  the Recognition  Agreement and under
this Agreement upon the failure of the Servicer to perform any of its  obligations  under the PWS Agreement,  which failure  results in
an Event of Default as provided in the PWS Agreement.  Notwithstanding  anything  herein to the contrary,  in no event shall the Master
Servicer  assume any of the  obligations of the Purchaser  under the PWS Agreement and in connection with the performance of the Master
Servicer's duties hereunder.

Recognition of Assignee

         7.       From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans,  and  acknowledges
that the Assigned Loans are intended to be part of a REMIC or multiple  REMICs,  and will service the Assigned Loans in accordance with
the PWS  Agreement,  the  Recognition  Agreement  and this AAR  Agreement  but in no event in a manner  that  would  (i) cause any such
intended  REMIC to fail to qualify as a REMIC or (ii) result in the  imposition of a tax upon any such intended  REMIC  (including  but
not limited to the tax on  prohibited  transactions  as defined in Section  860F(a)(2)  of the Code and the tax on  contributions  to a
REMIC set forth in Section  860G(d) of the Code).  It is the intention of Assignor,  Company and Assignee that this AAR Agreement shall
be binding  upon and for the benefit of the  respective  successors  and assigns of the parties  hereto.  Neither  Company nor Assignor
shall  amend or agree to amend,  modify,  waive,  or  otherwise  alter  any of the  terms or  provisions  of the PWS  Agreement  or the
Recognition  Agreement which  amendment,  modification,  waiver or other  alteration would in any way affect the Assigned Loans without
the prior written consent of Assignee.

                  Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties hereto that
(i) this AAR Agreement is  acknowledged  and accepted by the Assignee not  individually  or  personally  but solely as Assignee for the
Trust in the exercise of the powers and authority  conferred and vested in it under the Pooling and Servicing  Agreement  (the "Pooling
and  Servicing  Agreement"),  dated as of July 1, 2006,  among  SAMI II,  the  Assignor,  the  Assignee,  Wells  Fargo  Bank,  National
Association,  as  master  servicer  (the  "Master  Servicer")  and as  securities  administrator,  (ii)  each  of the  representations,
undertakings and agreements herein made on behalf of the Trust is made and intended not as personal  representations,  undertakings and
agreements  of the Assignee but is made and intended for the purpose of binding only the Trust and (iii) under no  circumstances  shall
the Assignee be  personally  liable for the payment of any  indebtedness  or expenses of the Assignee or the Trust or be liable for the
breach or failure of any  obligation,  representation,  warranty or covenant made or  undertaken  by the Assignee,  the Assignor or the
Trust  under the PWS  Agreement  or the  Pooling  and  Servicing  Agreement.  Any  recourse  against  the  Assignee  in  respect of any
obligations  it may have under or  pursuant  to the terms of this AAR  Agreement  shall be limited  solely to the assets it may hold as
trustee of Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

Miscellaneous

         9.       All demands,  notices and  communications  related to the Mortgage  Loans,  the PWS  Agreement and this AAR Agreement
shall be in writing  and shall be deemed to have been duly given if  personally  delivered  at or mailed by  registered  mail,  postage
prepaid, as follows:

                  a.       In the case of Company,
                           IndyMac Bank, F.S.B.
                           3465 East Foothill Boulevard
                           Pasadena, California  91107
                           Attention:  Secondary Marketing
                           Telecopier No.:  (626) 535-2549

                  b.       In the case of Assignor,
                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com


                  c.       In the case of Assignee,
                           Citibank, N.A.
                           388 Greenwich Street, 14th Floor
                           New York, New York 10013
                           Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                           Telecopier No.: (212) 816-5527


         9.       This AAR  Agreement  shall be  construed  in  accordance  with the laws of the State of New York,  without  regard to
conflicts of law principles  (other than Section 5-1401 of the New York Obligations  Law), and the obligations,  rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

         10.      No term or  provision  of this AAR  Agreement  may be waived or modified  unless such  waiver or  modification  is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.

         11.      This AAR Agreement  shall inure to the benefit of the successors and assigns of the parties  hereto.  Any entity into
which Assignor,  Assignee or Company may be merged or consolidated  shall,  without the requirement for any further writing,  be deemed
Assignor, Assignee or Company respectively, hereunder.

         12.      This AAR Agreement  shall survive the conveyance of the Assigned Loans,  the assignment of the Recognition  Agreement
and the PWS Agreement to the extent of the Assigned  Loans by Assignor to Assignee and the  termination  of the  Recognition  Agreement
and the PWS Agreement.

         13.      This AAR Agreement may be executed simultaneously in any number of counterparts.  Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.

         14.      In the event that any provision of this AAR Agreement  conflicts with any provision of the Recognition  Agreement and
the PWS Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.

         15.      The Company  hereby  acknowledges  that Wells Fargo Bank,  National  Association  (the  "Master  Servicer")  has been
appointed as the master  servicer of the Assigned Loans  pursuant to the Pooling and Servicing  Agreement and therefor has the right to
enforce all obligations of the Company, as they relate to the Assigned Loans, under the Recognition  Agreement,  PWS Agreement and this
AAR  Agreement.  Such rights will include,  without  limitation,  the right to terminate the Servicer  under the PWS Agreement upon the
occurrence of an event of default  thereunder,  the right to receive all  remittances  required to be made by the Company under the PWS
Agreement,  the right to receive all monthly  reports and other data required to be delivered by the Company  under the PWS  Agreement,
the right to examine  the books and  records of the  Company,  indemnification  rights,  and the right to  exercise  certain  rights of
consent and approval  relating to actions taken by the Company.  The Company shall make all distributions  under the PWS Agreement,  as
they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name: SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account # 50937300.

and the Company shall deliver all reports  required to be delivered  under the PWS Agreement,  as they relate to the Assigned Loans, to
the Assignee at the address set forth in Section 9c herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045.
                  Attention: BSALTA 2006-5




                  IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement on the date first above written.

EMC MORTGAGE CORPORATION,                                    CITIBANK, N.A., as trustee, the Assignee
the Assignor

                                                             By: ________________________
By: ________________________
                                                             Its: ________________________

Its: ________________________

INDYMAC BANK, F.S.B.,
the Company


By: ________________________

Its: _______________________


Acknowledged

WELLS FARGO BANK,
NATIONAL ASSOCIATION

By: ________________________

Name: ______________________

Title: _______________________




                                                             ATTACHMENT 1

                                                            MORTGAGE LOANS

                                                        (PROVIDED UPON REQUEST)




                                                             ATTACHMENT 2

                                             PURCHASE, WARRANTIES AND SERVICING AGREEMENT

                                                        (PROVIDED UPON REQUEST)





                                                                                                                              EXHIBIT I


                                            ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage  Corporation (the "Assignor"),  Citibank,  N.A., not in its individual  capacity but solely as trustee for the holders of Bear
Stearns ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the "Assignee"),  PHH Mortgage Corporation (formerly
known as Cendant Mortgage Corporation) (the "Company") and Bishop's Gate Residential Mortgage Trust ("Bishop's Gate").

         Whereas,  pursuant  to the  Recognition  Agreement  dated  as of July 1,  2006  between  the  Assignor  and the  Company  (the
"Recognition  Agreement"),  the Company has agreed to service  certain  residential  mortgage  loans (the  "Assigned  Loans") listed on
Attachment 1 annexed hereto (the "Assigned Loan  Schedule")  for the Assignor as owner of the Assigned  Loans,  in accordance  with the
terms and  conditions of the Mortgage Loan Flow  Purchase,  Sale and Servicing  Agreement,  dated as of April 26, 2001 (the  "Servicing
Agreement") among the Company, Bishop's Gate Residential Mortgage Trust and EMC Mortgage Corporation; and

         In  consideration  of the mutual  promises  contained  herein the parties hereto agree that the Assigned Loans now serviced by
Company for Assignor  and its  successors  and assigns  pursuant to the  Recognition  Agreement  and the  Assignor's  right,  title and
interest to and under the Recognition  Agreement,  shall be subject to the terms of this AAR Agreement.  Capitalized  terms used herein
but not defined shall have the meanings ascribed to them in the Servicing Agreement.

         Assignment and Assumption

20.      Assignor  hereby  grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor in the Assigned
Loans and, as they relate to the Assigned  Loans,  all of its right,  title and interest  in, to and under the  Recognition  Agreement.
Notwithstanding  anything to the contrary contained herein, the Assignor  specifically reserves and does not assign to the Assignee any
right,  title and  interest  in, to or under the  representations  and  warranties  contained  in Sections  3.01,  3.02 and 3.03 of the
Servicing  Agreement and the Assignor is retaining the right to enforce the  representations and warranties set forth in those sections
against the Company.  Assignor  specifically  reserves  and does not assign to Assignee  any right,  title and interest in, to or under
any Assigned Loans subject to the Recognition Agreement other than those set forth on Attachment 1.

         Representations, Warranties and Covenants

21.      Assignor warrants and represents to Assignee and Company as of the date hereof:

(a)      Attached  hereto as Attachment 2 is a true and accurate copy of the  Recognition  Agreement,  which agreement is in full force
                           and effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in
                           any respect, nor has any notice of termination been given thereunder;

(b)      Assignor  was the lawful owner of the  Assigned  Loans with full right to transfer  the Assigned  Loans and any and all of its
                           interests,  rights and  obligations  under the  Recognition  Agreement as they relate to the Assigned Loans,
                           free and clear from any and all claims and  encumbrances;  and upon the  transfer of the  Assigned  Loans to
                           Assignee as contemplated herein,  Assignee shall have good title to each and every Assigned Loan, as well as
                           any and all of Assignee's  interests,  rights and obligations under the Recognition Agreement as they relate
                           to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c)      There are no  offsets,  counterclaims  or other  defenses  available  to Company  with  respect to the  Assigned  Loans or the
                           Recognition Agreement;

(d)      Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(e)      Assignor is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  incorporation,
                           and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(f)      Assignor has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignor's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignor's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignor is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignor
                           or its property is subject.  The execution,  delivery and  performance by Assignor of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Assignor.  This AAR  Agreement has been duly executed and delivered by Assignor
                           and, upon the due authorization,  execution and delivery by Assignee and Company,  will constitute the valid
                           and legally binding obligation of Assignor  enforceable against Assignor in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(g)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignor in connection  with the  execution,  delivery or  performance by
                           Assignor of this AAR Agreement,  or the consummation by it of the transactions  contemplated hereby. Neither
                           Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise disposed of
                           the  Assigned  Loans or any  interest  in the  Assigned  Loans,  or  solicited  any offer to buy or accept a
                           transfer,  pledge or other  disposition  of the Assigned  Loans,  or any  interest in the Assigned  Loans or
                           otherwise  approached  or  negotiated  with respect to the Assigned  Loans,  or any interest in the Assigned
                           Loans with any Person in any manner, or made any general  solicitation by means of general advertising or in
                           any other manner,  or taken any other action which would  constitute a  distribution  of the Assigned  Loans
                           under the Securities  Act of 1933, as amended (the "1933 Act") or which would render the  disposition of the
                           Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto;

(h)      Assignor has received from  Company,  and has  delivered to Assignee,  all  documents  required to be delivered to Assignor by
                           Company prior to the date hereof  pursuant to the  Recognition  Agreement with respect to the Assigned Loans
                           and has not received, and has not requested from Company, any additional documents; and

22.      Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(a)      Assignee is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its organization and
                           has all requisite  power and  authority to hold the Assigned  Loans on behalf of the holders of Bear Stearns
                           ALT-A Trust, Mortgage Pass-Through Certificates. Series 2006-5;

(b)      Assignee has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignee's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignee's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignee is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignee
                           or its property is subject.  The execution,  delivery and  performance by Assignee of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Assignee.  This AAR  Agreement has been duly executed and delivered by Assignee
                           and, upon the due authorization,  execution and delivery by Assignor and Company,  will constitute the valid
                           and legally binding obligation of Assignee  enforceable against Assignee in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by
                           Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)      The Assignee  assumes for the benefit of each of Assignor and Company all of Assignor's  rights as "Purchaser"  thereunder but
                           solely with respect to such Assigned Loans.

23.      Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

(a)      Attached  hereto as Attachment 2 is a true and accurate copy of the  Recognition  Agreement,  which agreement is in full force
                           and effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in
                           any respect, nor has any notice of termination been given thereunder;

(b)      Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                           and has all  requisite  power and  authority  to service the  Assigned  Loans and  otherwise  to perform its
                           obligations under the Recognition Agreement;

(c)      Company has full corporate power and authority to execute,  deliver and perform its obligations under this AAR Agreement,  and
                           to consummate the transactions set forth herein.  The consummation of the transactions  contemplated by this
                           AAR  Agreement is in the ordinary  course of Company's  business and will not conflict  with, or result in a
                           breach  of,  any of the  terms,  conditions  or  provisions  of  Company's  charter  or by-laws or any legal
                           restriction,  or any material  agreement  or  instrument  to which  Company is now a party or by which it is
                           bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
                           or its property is subject.  The  execution,  delivery and  performance by Company of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Company.  This AAR  Agreement  has been duly executed and delivered by Company,
                           and, upon the due authorization,  execution and delivery by Assignor and Assignee, will constitute the valid
                           and legally binding obligation of Company,  enforceable  against Company in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(d)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(e)      Company shall establish a Custodial  Account and an Escrow Account under the  Recognition  Agreement in favor of Assignee with
                           respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously  established
                           under the Recognition Agreement in favor of Assignor; and

(f)      No event has occurred  from the Closing Date to the date hereof which would render the  representations  and  warranties as to
                           the  related  Assigned  Loans made by Company in Sections  3.01 and 3.02 of the  Servicing  Agreement  to be
                           untrue in any material respect.

24.      Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee  (and its  successors  and  assigns)  may sustain in any way related to any breach of the  representations  or  warranties  of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

         Recognition of Assignee

25.      From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
Assigned  Loans will be part of a REMIC,  and will service the Assigned  Loans in  accordance  with the  Servicing  Agreement but in no
event in a manner  that  would (i) cause any REMIC to fail to  qualify as a REMIC or (ii)  result in the  imposition  of a tax upon any
REMIC  (including  but not limited to the tax on prohibited  transactions  as defined in Section  860F(a)(2) of the Code and the tax on
contributions  to a REMIC set forth in Section  860G(d) of the Code).  It is the intention of Assignor,  Company and Assignee that this
AAR  Agreement  shall be binding  upon and for the benefit of the  respective  successors  and assigns of the parties  hereto.  Neither
Company  nor  Assignor  shall  amend or agree to amend,  modify,  waiver,  or  otherwise  alter any of the terms or  provisions  of the
Recognition  Agreement or the Servicing  Agreement which  amendment,  modification,  waiver or other alteration would in any way affect
the Assigned Loans without the prior written consent of Assignee.

26.      Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties  hereto that (a) the
execution  and delivery of this AAR  Agreement by the  Assignee is solely in its capacity as trustee (the  "Trustee")  for Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing  Agreement"),  dated as of July 1, 2006, among  Structured Asset Mortgage  Investments II Inc. ("SAMI II"), the Assignor,
the Assignee, Wells Fargo Bank, National Association,  as master servicer (the "Master Servicer") and as securities administrator,  and
not  individually,  (b) each of the  representations,  undertakings  and  agreements  herein made on behalf of Bear Stearns ALT-A Trust
2006-5 (the "Trust") is made and intended not as personal  representations,  undertakings and agreements of the Trustee but is made and
intended  for the  purpose of binding  only the Trust and (c) under no  circumstances  shall the Trustee be  personally  liable for the
payment of any  indebtedness  or  expenses  of the  Assignee  or the Trust or be liable  for the  breach or failure of any  obligation,
representation,  warranty or covenant made or  undertaken  by the Assignee,  the Assignor or the Trust under this AAR Agreement or made
or undertaken  by the Assignee,  the Assignor or the Trust under the  Agreements or the Pooling and Servicing  Agreement.  Any recourse
against the Assignee in respect of any  obligations  it may have under or pursuant to the terms of this AAR Agreement  shall be limited
solely to the assets it may hold as trustee for Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

         Miscellaneous

27.      All demands,  notices and  communications  related to the Assigned  Loans,  the  Recognition  Agreement and this AAR Agreement
shall be in writing  and shall be deemed to have been duly given if  personally  delivered  at or mailed by  registered  mail,  postage
prepaid, as follows:

(a)             In the case of Company,

                PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation)
                3000 Leadenhall Road
                Mail Stop: SVMP
                Mt. Laurel, New Jersey 08054
                Attention: Jack Webb
                Telecopier No.: (856) 917-8321

(b)             In the case of Bishop's Gate,

                Bishop's Gate Residential Mortgage Trust
                3000 Leadenhall Road
                Mail Stop: SVMP
                Mt. Laurel, New Jersey 08054
                Attention: Jack Webb
                Telecopier No.: (856) 917-8321

(c)             In the case of Assignor,

                EMC Mortgage Corporation
                2780 Lake Vista Drive
                Lewisville, Texas 75067
                Attention: Conduit Seller Approval Dept.
                Facsimile: (214) 626-3751
                Email: sellerapproval@bear.com


(d)             In the case of the Securities Administrator,

                Wells Fargo Bank, National Association
                9062 Old Annapolis Road
                Columbia, Maryland 21045
                Attention: Client Manager, BSALTA 2006-5 Telecopier No.: (410) 715-2380

(e)               In the case of Assignee,

                  Citibank, N.A.
                  388 Greenwich Street, 14th Floor
                  New York, New York 10013
                  Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                  Telecopier No.: (212) 816-5527

28.      Each party will pay any  commissions  it has incurred and the Assignor  shall pay the fees of its attorneys and the reasonable
fees of the  attorneys of the Assignee and the Company in  connection  with the  negotiations  for,  documenting  of and closing of the
transactions contemplated by this AAR Agreement.

29.      This AAR Agreement  shall be construed in accordance  with the laws of the State of New York,  without  regard to conflicts of
law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

30.      No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.

31.      This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
Assignor,  Assignee  or Company may be merged or  consolidated  shall,  without the  requirement  for any  further  writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

32.      This AAR Agreement  shall survive the conveyance of the Assigned  Loans,  the assignment of the  Recognition  Agreement to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Recognition Agreement.

33.      This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.

34.      In the event that any provision of this AAR Agreement  conflicts with any provision of the Recognition  Agreement with respect
to the Assigned Loans, the terms of this AAR Agreement shall control.

35.      The Company hereby acknowledges that Wells Fargo Bank,  National  Association has been appointed as the master servicer of the
Assigned Loans pursuant to the Pooling and Servicing  Agreement,  dated as of July 1, 2006, among Structured Asset Mortgage Investments
II Inc., the Assignor,  Wells Fargo Bank,  National  Association and the Assignee and therefor has the right to enforce all obligations
of the Company  under the  Recognition  Agreement.  The Company shall make all  distributions  under the  Recognition  Agreement to the
Master Servicer by wire transfer of immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name: SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account # 50937300.

          and the Company shall deliver all reports  required to be delivered  under the  Recognition  Agreement to the Assignee at the
  address set forth in Section 8 herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.


EMC MORTGAGE CORPORATION
Assignor


By:__________________________________________________
Name:
Title:

CITIBANK, N.A.
AS TRUSTEE
Assignee


By:__________________________________________________
Name:
Title:


PHH MORTGAGE CORPORATION
Company


By:__________________________________________________
Name:
Title:

BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST
By:PHH Mortgage Corporation, as Administrator


By:__________________________________________________
Name:
Title:

ACKNOWLEDGED:

WELLS FARGO BANK,
NATIONAL ASSOCIATION


By:__________________________________________________
Name:
Title:




                                                             ATTACHMENT I

                                                        ASSIGNED LOAN SCHEDULE




                                                             ATTACHMENT 2


                                                         RECOGNITION AGREEMENT




                                                                                                                           EXHIBIT I-17

                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage  Corporation  (the  "Assignor"),  Citibank,  N.A., not  individually but solely as trustee for the holders of the Bear Stearns
ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5 (the "Assignee") and Mid America Bank, fsb (the "Company").

         In consideration of the mutual promises  contained herein,  the parties hereto agree that the residential  mortgage loans (the
"Assigned  Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule")  purchased by the Assignor from the Company and
now serviced by Company for Assignor and its successors and assigns pursuant to (a) the Purchase,  Warranties and Servicing  Agreement,
dated as of February 1, 2006, as amended by Amendment No. 1 to the Purchase,  Warranties and Servicing Agreement,  dated as of February
1, 2006,  between  Assignor and Company (as amended,  the "PWS  Agreement")  and (b) the Term Sheets dated February 15, 2006, and March
24,  2006,  each between  Assignor and Company (the "Term  Sheets" and together  with the PWS  Agreement,  the  "Agreements")  shall be
subject to the terms of this AAR  Agreement.  Capitalized  terms used herein but not defined  shall have the meanings  ascribed to them
in the PWS Agreement.

                                                       Assignment and Assumption

         Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned  Loans and (b) the  Agreements  with respect to the Assigned  Loans;  provided,
however,  that the Assignor is not  assigning to the Assignee any of its right,  title or interest,  in, to and under the PWS Agreement
with respect to any mortgage  loan other than the Assigned  Loans listed on the Assigned  Loan  Schedule.  Notwithstanding  anything to
the contrary  contained herein,  the Assignor  specifically  reserves and does not assign to the Assignee any right, title and interest
in, to or under the  representations  and  warranties  contained in Section 3.01 and Section 3.02 of the PWS Agreement and the Assignor
is retaining the right to enforce the  representations  and warranties set forth in those  sections  against the Company.  Except as is
otherwise  expressly provided herein, the Assignor makes no  representations,  warranties or covenants to the Assignee and the Assignee
acknowledges  that the Assignor has no obligations  to the Assignee  under the terms of the PWS Agreement or otherwise  relating to the
transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

                                               Representations, Warranties and Covenants

Assignor warrants and represents to Assignee and Company as of the date hereof:

Attached  hereto as Attachment 2 are true and accurate  copies of the Agreements  which  agreements are in full force and effect as of
the date  hereof and the  provisions  of which  have not been  waived,  amended  or  modified  in any  respect,  nor has any notice of
termination been given thereunder;

Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned  Loans and any and all of its  interests,
rights and  obligations  under the PWS  Agreement  as they relate to the  Assigned  Loans,  free and clear from any and all claims and
encumbrances;  and upon the transfer of the  Assigned  Loans to Assignee as  contemplated  herein and in the  Mortgage  Loan  Purchase
Agreement  dated as of July 31, 2006 between the Assignor and Structured  Asset Mortgage  Investments  II Inc.  ("SAMI II"),  Assignee
shall have good  title to each and every  Assigned  Loan,  as well as any and all of  Assignee's  interests  and rights  under the PWS
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the PWS Agreement;

Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

Assignor is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its  incorporation,  and has
all requisite power and authority to acquire, own and sell the Assigned Loans;

Assignor has full corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR  Agreement,  and to
consummate the  transactions  set forth herein.  The  consummation  of the  transactions  contemplated by this AAR Agreement is in the
ordinary  course of  Assignor's  business  and will not  conflict  with,  or result in a breach of, any of the  terms,  conditions  or
provisions of Assignor's  charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Assignor is
now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which
Assignor or its property is subject.  The execution,  delivery and performance by Assignor of this AAR Agreement and the  consummation
by it of the transactions  contemplated  hereby,  have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR  Agreement  has been duly  executed and  delivered by Assignor  and,  upon the due  authorization,  execution and delivery by
Assignee and Company,  will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws
now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of equity  regardless  of whether
enforceability is considered in a proceeding in equity or at law;

No consent,  approval, order or authorization of, or declaration,  filing or registration with, any governmental entity is required to
be obtained or made by Assignor in connection  with the execution,  delivery or performance by Assignor of this AAR Agreement,  or the
consummation by it of the transactions contemplated hereby;

Neither Assignor nor anyone acting on its behalf has offered,  transferred,  pledged, sold or otherwise disposed of the Assigned Loans
or any  interest in the  Assigned  Loans,  or  solicited  any offer to buy or accept a transfer,  pledge or other  disposition  of the
Assigned  Loans,  or any interest in the Assigned Loans or otherwise  approached or negotiated  with respect to the Assigned Loans, or
any interest in the Assigned Loans with any Person in any manner, or made any general  solicitation by means of general advertising or
in any other manner,  or taken any other action which would  constitute a distribution  of the Assigned Loans under the Securities Act
of 1933, as amended (the "1933 Act") or which would render the  disposition of the Assigned Loans a violation of Section 5 of the 1933
Act or require registration pursuant thereto;

The Assignor has received from Company,  and has delivered to the Assignee,  all documents required to be delivered to Assignor by the
Company prior to the date hereof  pursuant to the PWS Agreement with respect to the Assigned  Loans and has not received,  and has not
requested from the Company, any additional documents; and

There is no action, suit,  proceeding,  investigation or litigation pending or, to Assignor's knowledge,  threatened,  which either in
any instance or in the aggregate, if determined adversely to Assignor,  would adversely affect Assignor's execution or delivery of, or
the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.

Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

Assignee is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its organization and has all
requisite  power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns ALT-A Trust 2006-5,
Mortgage Pass-Through Certificates, Series 2006-5;

Assignee has full corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR  Agreement,  and to
consummate the  transactions  set forth herein.  The  consummation  of the  transactions  contemplated by this AAR Agreement is in the
ordinary  course of  Assignee's  business  and will not  conflict  with,  or result in a breach of, any of the  terms,  conditions  or
provisions of Assignee's  charter or by-laws or any legal  restriction,  or any material  agreement or instrument to which Assignee is
now a party or by which it is bound,  or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which
Assignee or its property is subject.  The execution,  delivery and performance by Assignee of this AAR Agreement and the  consummation
by it of the transactions  contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee.  This
AAR Agreement has been duly  executed and  delivered by Assignee and, upon the due  authorization,  execution and delivery by Assignor
and Company,  will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

No consent,  approval, order or authorization of, or declaration,  filing or registration with, any governmental entity is required to
be obtained or made by Assignee in connection  with the execution,  delivery or performance by Assignee of this AAR Agreement,  or the
consummation by it of the transactions contemplated hereby;

There is no action, suit,  proceeding,  investigation or litigation pending or, to Assignee's knowledge,  threatened,  which either in
any instance or in the aggregate, if determined adversely to Assignee,  would adversely affect Assignee's execution or delivery of, or
the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and

Assignee  assumes for the benefit of each of the Assignor and the Company all of the rights of the  Purchaser  under the PWS Agreement
with respect to the Assigned Loans.

Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

Attached hereto as Attachment 2 are true and accurate copies of the  Agreements,  which  agreements are in full force and effect as of
the date  hereof and the  provisions  of which  have not been  waived,  amended  or  modified  in any  respect,  nor has any notice of
termination been given thereunder;

Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,  and has all
requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the PWS Agreement;

Company has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR  Agreement,  and to
consummate the  transactions  set forth herein.  The  consummation  of the  transactions  contemplated by this AAR Agreement is in the
ordinary  course of  Company's  business  and will not  conflict  with,  or result in a breach  of, any of the  terms,  conditions  or
provisions of Company's charter or by-laws or any legal  restriction,  or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
or its property is subject.  The execution,  delivery and  performance by Company of this AAR Agreement and the  consummation by it of
the transactions  contemplated  hereby, have been duly authorized by all necessary  corporate action on the part of Company.  This AAR
Agreement  has been duly executed and delivered by Company,  and, upon the due  authorization,  execution and delivery by Assignor and
Assignee,  will constitute the valid and legally  binding  obligation of Company,  enforceable  against Company in accordance with its
terms except as  enforceability  may be limited by  bankruptcy,  reorganization,  insolvency,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,  and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;

No consent,  approval, order or authorization of, or declaration,  filing or registration with, any governmental entity is required to
be obtained or made by Company in connection  with the execution,  delivery or  performance  by Company of this AAR Agreement,  or the
consummation by it of the transactions contemplated hereby;

The Company shall  establish a Custodial  Account and an Escrow  Account under the PWS Agreement in favor of the Assignee with respect
to the Assigned Loans separate from the Custodial Account and Escrow Account  previously  established under the PWS Agreement in favor
of Assignor;

No event has  occurred  from the Closing  Date to the date hereof  which would render the  representations  and  warranties  as to the
related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the PWS Agreement to be untrue in any material respect; and

Neither this AAR Agreement nor any  certification,  statement,  report or other agreement,  document or instrument  furnished or to be
furnished by the Company pursuant to this AAR Agreement  contains or will contain any materially  untrue statement of fact or omits or
will omit to state a material fact necessary to make the statements contained therein not misleading.

The Company  hereby  restates the  representations  and  warranties  set forth in Section  3.01(p) of the PWS  Agreement as of the date
hereof.

         Notwithstanding  anything to the contrary in the PWS Agreement,  the Company shall (or shall cause any Third-Party  Originator
to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings  pending against the Company,  or proceedings known
to be  contemplated  by  governmental  authorities  against the Company  which in the  judgment of the Company  would be, in each case,
material to purchasers of securities  backed by the Assigned Loans and (B) any  affiliations or  relationships of the type described in
Item 1119(b) of Regulation AB that develop  following the date hereof  between the Company and any of the above listed parties or other
parties  identified  in writing by the  Assignor or SAMI II with  respect to the  Securitization  Transaction  and (ii)  provide to the
Assignor and SAMI II a description of such proceedings, affiliations or relationships.

         Each  notice/update  regarding  Regulation  AB  should  be sent to the  Assignor  by  e-mail  to  regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, Texas 75067
                           Attention: Conduit Seller Approval Dept.
                           Facsimile: (214) 626-3751
                           Email: sellerapproval@bear.com


                           with copies to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

                           Notifications pursuant to (i)(A) above should be sent to:

                           EMC Mortgage Corporation
                           2780 Lake Vista Drive
                           Lewisville, TX  75067-3884
                           Attention:  Conduit Seller Approval Dept.
                           Facsimile:  (214) 626-3751
                           Email:  sellerapproval@bear.com

                           with a copy to:

                           Bear, Stearns & Co. Inc.
                           383 Madison Avenue, 3rd Floor
                           New York, NY  10179
                           Attention:  Global Credit Administration
                           Facsimile:  (212) 272-6564

Assignor  hereby  agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all claims,
losses, penalties,  fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee
(and its  successors  and assigns) may sustain in any way related to any breach of the  representations  or  warranties of Assignor set
forth in this AAR Agreement or the breach of any covenant or condition contained herein.

                                                        Recognition of Assignee

From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the Assigned
Loans are intended to be part of a REMIC or multiple  REMICs,  and will service the Assigned Loans in accordance with the PWS Agreement
(as modified by this AAR  Agreement).  It is the intention of Assignor,  Company and Assignee that this AAR Agreement  shall be binding
upon and for the benefit of the respective  successors and assigns of the parties  hereto.  Neither Company nor Assignor shall amend or
agree to amend,  modify,  waive, or otherwise alter any of the terms or provisions of the PWS Agreement which amendment,  modification,
waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.

Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties hereto that (a) the execution
and delivery of this AAR  Agreement by the Assignee is solely in its capacity as trustee (the  "Trustee")  for Bear Stearns ALT-A Trust
2006-5, Mortgage Pass-Through  Certificates,  Series 2006-5 pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"),  dated as of July 1, 2006, among SAMI II, the Assignor,  the Assignee,  Wells Fargo Bank, National Association,  as master
servicer (the "Master Servicer") and as securities administrator,  and not individually, (b) each of the representations,  undertakings
and  agreements  herein  made on behalf of Bear  Stearns  ALT-A  Trust  2006-5  (the  "Trust")  is made and  intended  not as  personal
representations,  undertakings  and  agreements  of the Trustee but is made and  intended for the purpose of binding only the Trust and
(c) under no  circumstances  shall the Trustee be personally  liable for the payment of any indebtedness or expenses of the Assignee or
the Trust or be liable for the breach or failure of any  obligation,  representation,  warranty or covenant  made or  undertaken by the
Assignee,  the Assignor or the Trust under this AAR Agreement or made or  undertaken  by the Assignee,  the Assignor or the Trust under
the  Agreements or the Pooling and Servicing  Agreement.  Any recourse  against the Assignee in respect of any  obligations it may have
under or  pursuant to the terms of this AAR  Agreement  shall be limited  solely to the assets it may hold as trustee for Bear  Stearns
ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

                                                     Modification of PWS Agreement

The Company and Assignor hereby amend the PWS Agreement as follows

The definition of Business Day is deleted in its entirety and replaced with the following:

                  Business  Day:  Any day other  than:  (i) a  Saturday  or Sunday,  or (ii) a legal  holiday in the States of
                  California,  Illinois,  New York,  Maryland  or  Minnesota,  or (iii) a day on which  banks in the States of
                  Illinois,  New York,  Maryland or Minnesota  are  authorized  or  obligated by law or executive  order to be
                  closed.

The definition of Master Servicer is deleted in its entirety and replaced with the following:

                  Master Servicer:  Wells Fargo Bank, National Association.

The last paragraph in Section 5.02 is deleted in its entirety and replaced with the following:

                           In addition,  not more than sixty (60) days after the end of each calendar  year, the Company shall furnish
                  to each Person who was a Purchaser at any time during such calendar year an annual  statement in accordance with the
                  requirements of applicable  federal income tax law as to the aggregate of remittances for the applicable  portion of
                  such year.

Section 6.04(d) is deleted in its entirety and replaced with the following:

                           Failure  of the  Company  to timely  comply  with  this  Section  6.04  shall be deemed an Event of
                  Default,  automatically,  without notice and without any cure period,  notwithstanding  any provision of the
                  Agreement to the contrary,  unless otherwise agreed to by the Purchaser and the Person signing the Form 10-K
                  as set forth in 6.04(c),  and  Purchaser  may, in addition to whatever  rights the  Purchaser may have under
                  Sections  3.03 and 8.01 and at law or  equity  or to  damages,  including  injunctive  relief  and  specific
                  performance,  terminate all the rights and obligations of the Company under this Agreement and in and to the
                  Mortgage  Loans and the  proceeds  thereof  without  compensating  the Company for the same,  as provided in
                  Section  9.01.  Such  termination  shall  be  considered  with  cause  pursuant  to  Section  10.01  of this
                  Agreement.  This paragraph  shall  supersede any other provision in this Agreement or any other agreement to
                  the contrary.

The last paragraph in Section 6.07 is deleted in its entirety and replaced with the following:

                           Failure of the  Company  to timely  comply  with this  Section  6.07  (including  with  respect to the cure
                  timeframes required in this section) shall be deemed an Event of Default, automatically,  without notice and without
                  any cure period,  notwithstanding any provision of the Agreement to the contrary,  unless otherwise agreed to by the
                  Purchaser  and the Person  signing the Form 10-K as described  herein,  and  Purchaser  may, in addition to whatever
                  rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,  including injunctive
                  relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in
                  and to the Mortgage Loans and the proceeds  thereof  without  compensating  the Company for the same, as provided in
                  Section 9.01. Such  termination  shall be considered  with cause pursuant to Section 10.01 of this  Agreement.  This
                  paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

                                                             Miscellaneous

All demands,  notices and  communications  related to the Assigned Loans,  the PWS Agreement and this AAR Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:


                  In the case of Company:
                  Mid America Bank, fsb
                  2650 Warrenville Road, Suite 500

                  Downers Grove, Illinois 60515

                  Attention:  Theresa Mann

                  Fax:  (630) 799-7964



                  With a copy to:

                  Mid America Bank, fsb
                  2650 Warrenville Road, Suite 500

                  Downers Grove, Illinois 60515

                  Attention:  Ann Ryan

                  Fax:  (630) 799-7964





                  In the case of Assignor:
                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, Texas 75067
                  Attention: Conduit Seller Approval Dept.
                  Facsimile: (214) 626-3751
                  Email: sellerapproval@bear.com





                  In the case of Assignee:
                  Citibank, N.A.
                  388 Greenwich Street, 14th Floor
                  New York, New York 10013
                  Attention:  Structured Finance Agency & Trust—BSALTA 2006-5
                  Telecopier No.: (212) 816-5527




         (d)      In the case of Master Servicer:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380

The Company hereby acknowledges that Wells Fargo Bank,  National  Association has been appointed as the master servicer of the Assigned
Loans pursuant to the Pooling and Servicing  Agreement and therefor has the right to enforce  certain  obligations  of the Company,  as
they relate to the Assigned  Loans,  under the PWS Agreement.  The Company shall make all  distributions  under the PWS  Agreement,  as
they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name: SAS Clearing
                  Account # 3970771416
                  FFC to: BSALTA 2006-5, Account # 50937300.

and the Company shall deliver all reports  required to be delivered  under the PWS Agreement,  as they relate to the Assigned Loans, to
the Assignee at the address set forth in Section 8(c) herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5

                  A copy of all assessments,  attestations,  reports and certifications  required to be delivered by the Servicer under
   this Agreement and the Servicing  Agreement  shall be delivered to the Master Servicer by the date(s)  specified  herein or therein,
   and where such  documents  are required to be addressed to any party,  such  addressees  shall  include the Master  Servicer and the
   Master Servicer shall be entitled to rely on such documents

Each  party  will pay any  commissions  it has  incurred  and the fees of its  attorneys  in  connection  with  the  negotiations  for,
documenting of and closing of the transactions contemplated by this AAR Agreement.

This AAR  Agreement  shall be  construed  in  accordance  with the laws of the State of New York,  without  regard to  conflicts of law
principles  (other than  Section  5-1401 of the New York  Obligations  Law),  and the  obligations,  rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

No term or provision of this AAR Agreement  may be waived or modified  unless such waiver or  modification  is in writing and signed by
the party against whom such waiver or modification is sought to be enforced.

This AAR Agreement  shall inure to the benefit of the successors  and assigns of the parties  hereto.  Any entity into which  Assignor,
Assignee or Company may be merged or  consolidated  shall,  without  the  requirement  for any  further  writing,  be deemed  Assignor,
Assignee or Company, respectively, hereunder.

This AAR  Agreement  shall  survive the  conveyance  of the Assigned  Loans,  the  assignment of the PWS Agreement to the extent of the
Assigned Loans by Assignor to Assignee and the termination of the PWS Agreement.

This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an original
and all such counterparts shall constitute one and the same instrument.

In the event that any provision of this AAR Agreement  conflicts  with any provision of the PWS Agreement  with respect to the Assigned
Loans, the terms of this AAR Agreement shall control.




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.


                                                     EMC MORTGAGE CORPORATION
                                                     Assignor

                                                     By:_________________________________________
                                                     Name:_______________________________________
                                                     Title:______________________________________



                                                     CITIBANK, N.A., as
                                                     Trustee, the Assignee

                                                     By:_________________________________________
                                                     Name:_______________________________________
                                                     Title:______________________________________



                                                     MID AMERICA BANK, FSB,
                                                     Company

                                                     By:_________________________________________
                                                     Name:_______________________________________
                                                     Title:______________________________________







ACKNOWLEDGED AND AGREED:

WELLS FARGO BANK,
NATIONAL ASSOCIATION


By:__________________________________________________
Name:
Title:




                                                             ATTACHMENT 1

                                                        ASSIGNED LOAN SCHEDULE


                                                       (Available upon request)




                                                             ATTACHMENT 2

                                                              AGREEMENTS

                                                       (Available Upon Request)





                                                                                                                           EXHIBIT I-18
                                            ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an  Assignment,  Assumption and  Recognition  Agreement  (this "AAR  Agreement")  made as of July 31, 2006,  among EMC
Mortgage  Corporation (the "Assignor"),  Citibank,  N.A., not in its individual  capacity but solely as trustee for the holders of Bear
Stearns ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the "Assignee"),  PHH Mortgage Corporation (formerly
known as Cendant Mortgage Corporation) (the "Company") and Bishop's Gate Residential Mortgage Trust ("Bishop's Gate").

         Whereas,  pursuant  to the  Recognition  Agreement  dated  as of July 1,  2006  between  the  Assignor  and the  Company  (the
"Recognition  Agreement"),  the Company has agreed to service  certain  residential  mortgage  loans (the  "Assigned  Loans") listed on
Attachment 1 annexed hereto (the "Assigned Loan  Schedule")  for the Assignor as owner of the Assigned  Loans,  in accordance  with the
terms and  conditions of the Mortgage Loan Flow  Purchase,  Sale and Servicing  Agreement,  dated as of April 26, 2001 (the  "Servicing
Agreement") among the Company, Bishop's Gate Residential Mortgage Trust and EMC Mortgage Corporation; and

         In  consideration  of the mutual  promises  contained  herein the parties hereto agree that the Assigned Loans now serviced by
Company for Assignor  and its  successors  and assigns  pursuant to the  Recognition  Agreement  and the  Assignor's  right,  title and
interest to and under the Recognition  Agreement,  shall be subject to the terms of this AAR Agreement.  Capitalized  terms used herein
but not defined shall have the meanings ascribed to them in the Servicing Agreement.

         Assignment and Assumption

36.      Assignor  hereby  grants,  transfers and assigns to Assignee all of the right,  title and interest of Assignor in the Assigned
Loans and, as they relate to the Assigned  Loans,  all of its right,  title and interest  in, to and under the  Recognition  Agreement.
Notwithstanding  anything to the contrary contained herein, the Assignor  specifically reserves and does not assign to the Assignee any
right,  title and  interest  in, to or under the  representations  and  warranties  contained  in Sections  3.01,  3.02 and 3.03 of the
Servicing  Agreement and the Assignor is retaining the right to enforce the  representations and warranties set forth in those sections
against the Company.  Assignor  specifically  reserves  and does not assign to Assignee  any right,  title and interest in, to or under
any Assigned Loans subject to the Recognition Agreement other than those set forth on Attachment 1.

         Representations, Warranties and Covenants

37.      Assignor warrants and represents to Assignee and Company as of the date hereof:

(a)      Attached  hereto as Attachment 2 is a true and accurate copy of the  Recognition  Agreement,  which agreement is in full force
                           and effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in
                           any respect, nor has any notice of termination been given thereunder;

(b)      Assignor  was the lawful owner of the  Assigned  Loans with full right to transfer  the Assigned  Loans and any and all of its
                           interests,  rights and  obligations  under the  Recognition  Agreement as they relate to the Assigned Loans,
                           free and clear from any and all claims and  encumbrances;  and upon the  transfer of the  Assigned  Loans to
                           Assignee as contemplated herein,  Assignee shall have good title to each and every Assigned Loan, as well as
                           any and all of Assignee's  interests,  rights and obligations under the Recognition Agreement as they relate
                           to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c)      There are no  offsets,  counterclaims  or other  defenses  available  to Company  with  respect to the  Assigned  Loans or the
                           Recognition Agreement;

(d)      Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(e)      Assignor is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  incorporation,
                           and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(f)      Assignor has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignor's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignor's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignor is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignor
                           or its property is subject.  The execution,  delivery and  performance by Assignor of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Assignor.  This AAR  Agreement has been duly executed and delivered by Assignor
                           and, upon the due authorization,  execution and delivery by Assignee and Company,  will constitute the valid
                           and legally binding obligation of Assignor  enforceable against Assignor in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(g)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignor in connection  with the  execution,  delivery or  performance by
                           Assignor of this AAR Agreement,  or the consummation by it of the transactions  contemplated hereby. Neither
                           Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise disposed of
                           the  Assigned  Loans or any  interest  in the  Assigned  Loans,  or  solicited  any offer to buy or accept a
                           transfer,  pledge or other  disposition  of the Assigned  Loans,  or any  interest in the Assigned  Loans or
                           otherwise  approached  or  negotiated  with respect to the Assigned  Loans,  or any interest in the Assigned
                           Loans with any Person in any manner, or made any general  solicitation by means of general advertising or in
                           any other manner,  or taken any other action which would  constitute a  distribution  of the Assigned  Loans
                           under the Securities  Act of 1933, as amended (the "1933 Act") or which would render the  disposition of the
                           Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto;

(h)      Assignor has received from  Company,  and has  delivered to Assignee,  all  documents  required to be delivered to Assignor by
                           Company prior to the date hereof  pursuant to the  Recognition  Agreement with respect to the Assigned Loans
                           and has not received, and has not requested from Company, any additional documents; and

38.      Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(a)      Assignee is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its organization and
                           has all requisite  power and  authority to hold the Assigned  Loans on behalf of the holders of Bear Stearns
                           ALT-A Trust, Mortgage Pass-Through Certificates. Series 2006-5;

(b)      Assignee has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                           and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by
                           this AAR Agreement is in the ordinary  course of Assignee's  business and will not conflict  with, or result
                           in a breach of, any of the terms,  conditions or  provisions  of Assignee's  charter or by-laws or any legal
                           restriction,  or any material  agreement or  instrument  to which  Assignee is now a party or by which it is
                           bound, or result in the violation of any law, rule, regulation,  order, judgment or decree to which Assignee
                           or its property is subject.  The execution,  delivery and  performance by Assignee of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Assignee.  This AAR  Agreement has been duly executed and delivered by Assignee
                           and, upon the due authorization,  execution and delivery by Assignor and Company,  will constitute the valid
                           and legally binding obligation of Assignee  enforceable against Assignee in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Assignee in connection  with the  execution,  delivery or  performance by
                           Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)      The Assignee  assumes for the benefit of each of Assignor and Company all of Assignor's  rights as "Purchaser"  thereunder but
                           solely with respect to such Assigned Loans.

39.      Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

(a)      Attached  hereto as Attachment 2 is a true and accurate copy of the  Recognition  Agreement,  which agreement is in full force
                           and effect as of the date hereof and the  provisions  of which have not been waived,  amended or modified in
                           any respect, nor has any notice of termination been given thereunder;

(b)      Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                           and has all  requisite  power and  authority  to service the  Assigned  Loans and  otherwise  to perform its
                           obligations under the Recognition Agreement;

(c)      Company has full corporate power and authority to execute,  deliver and perform its obligations under this AAR Agreement,  and
                           to consummate the transactions set forth herein.  The consummation of the transactions  contemplated by this
                           AAR  Agreement is in the ordinary  course of Company's  business and will not conflict  with, or result in a
                           breach  of,  any of the  terms,  conditions  or  provisions  of  Company's  charter  or by-laws or any legal
                           restriction,  or any material  agreement  or  instrument  to which  Company is now a party or by which it is
                           bound, or result in the violation of any law, rule,  regulation,  order, judgment or decree to which Company
                           or its property is subject.  The  execution,  delivery and  performance by Company of this AAR Agreement and
                           the consummation by it of the transactions  contemplated  hereby, have been duly authorized by all necessary
                           corporate  action on part of Company.  This AAR  Agreement  has been duly executed and delivered by Company,
                           and, upon the due authorization,  execution and delivery by Assignor and Assignee, will constitute the valid
                           and legally binding obligation of Company,  enforceable  against Company in accordance with its terms except
                           as  enforceability  may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                           laws now or hereafter in effect  relating to  creditors'  rights  generally,  and by general  principles  of
                           equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(d)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                           required to be obtained or made by Company in connection  with the  execution,  delivery or  performance  by
                           Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(e)      Company shall establish a Custodial  Account and an Escrow Account under the  Recognition  Agreement in favor of Assignee with
                           respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously  established
                           under the Recognition Agreement in favor of Assignor; and

(f)      No event has occurred  from the Closing Date to the date hereof which would render the  representations  and  warranties as to
                           the  related  Assigned  Loans made by Company in Sections  3.01 and 3.02 of the  Servicing  Agreement  to be
                           untrue in any material respect.

40.      Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee  (and its  successors  and  assigns)  may sustain in any way related to any breach of the  representations  or  warranties  of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

         Recognition of Assignee

41.      From and after the date hereof,  Company shall recognize  Assignee as owner of the Assigned Loans, and  acknowledges  that the
Assigned  Loans will be part of a REMIC,  and will service the Assigned  Loans in  accordance  with the  Servicing  Agreement but in no
event in a manner  that  would (i) cause any REMIC to fail to  qualify as a REMIC or (ii)  result in the  imposition  of a tax upon any
REMIC  (including  but not limited to the tax on prohibited  transactions  as defined in Section  860F(a)(2) of the Code and the tax on
contributions  to a REMIC set forth in Section  860G(d) of the Code).  It is the intention of Assignor,  Company and Assignee that this
AAR  Agreement  shall be binding  upon and for the benefit of the  respective  successors  and assigns of the parties  hereto.  Neither
Company  nor  Assignor  shall  amend or agree to amend,  modify,  waiver,  or  otherwise  alter any of the terms or  provisions  of the
Recognition  Agreement or the Servicing  Agreement which  amendment,  modification,  waiver or other alteration would in any way affect
the Assigned Loans without the prior written consent of Assignee.

42.      Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties  hereto that (a) the
execution  and delivery of this AAR  Agreement by the  Assignee is solely in its capacity as trustee (the  "Trustee")  for Bear Stearns
ALT-A Trust 2006-5,  Mortgage  Pass-Through  Certificates,  Series 2006-5 pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing  Agreement"),  dated as of July 1, 2006, among  Structured Asset Mortgage  Investments II Inc. ("SAMI II"), the Assignor,
the Assignee, Wells Fargo Bank, National Association,  as master servicer (the "Master Servicer") and as securities administrator,  and
not  individually,  (b) each of the  representations,  undertakings  and  agreements  herein made on behalf of Bear Stearns ALT-A Trust
2006-5 (the "Trust") is made and intended not as personal  representations,  undertakings and agreements of the Trustee but is made and
intended  for the  purpose of binding  only the Trust and (c) under no  circumstances  shall the Trustee be  personally  liable for the
payment of any  indebtedness  or  expenses  of the  Assignee  or the Trust or be liable  for the  breach or failure of any  obligation,
representation,  warranty or covenant made or  undertaken  by the Assignee,  the Assignor or the Trust under this AAR Agreement or made
or undertaken  by the Assignee,  the Assignor or the Trust under the  Agreements or the Pooling and Servicing  Agreement.  Any recourse
against the Assignee in respect of any  obligations  it may have under or pursuant to the terms of this AAR Agreement  shall be limited
solely to the assets it may hold as trustee for Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.

         Miscellaneous

43.      All demands,  notices and  communications  related to the Assigned  Loans,  the  Recognition  Agreement and this AAR Agreement
shall be in writing  and shall be deemed to have been duly given if  personally  delivered  at or mailed by  registered  mail,  postage
prepaid, as follows:

(a)             In the case of Company,

                PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation)
                3000 Leadenhall Road
                Mail Stop: SVMP
                Mt. Laurel, New Jersey 08054
                Attention: Jack Webb
                Telecopier No.: (856) 917-8321

(b)             In the case of Bishop's Gate,

                Bishop's Gate Residential Mortgage Trust
                3000 Leadenhall Road
                Mail Stop: SVMP
                Mt. Laurel, New Jersey 08054
                Attention: Jack Webb
                Telecopier No.: (856) 917-8321

(c)             In the case of Assignor,

                EMC Mortgage Corporation
                2780 Lake Vista Drive
                Lewisville, Texas 75067
                Attention: Conduit Seller Approval Dept.
                Facsimile: (214) 626-3751
                Email: sellerapproval@bear.com


(d)             In the case of the Securities Administrator,

                Wells Fargo Bank, National Association
                9062 Old Annapolis Road
                Columbia, Maryland 21045
                Attention: Client Manager, BSALTA 2006-5 Telecopier No.: (410) 715-2380

(e)             In the case of Assignee,

                Citibank, N.A.
                388 Greenwich Street, 14th Floor
                New York, New York 10013
                Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                Telecopier No.: (212) 816-5527

44.      Each party will pay any  commissions  it has incurred and the Assignor  shall pay the fees of its attorneys and the reasonable
fees of the  attorneys of the Assignee and the Company in  connection  with the  negotiations  for,  documenting  of and closing of the
transactions contemplated by this AAR Agreement.

45.      This AAR Agreement  shall be construed in accordance  with the laws of the State of New York,  without  regard to conflicts of
law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

46.      No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.

47.      This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
Assignor,  Assignee  or Company may be merged or  consolidated  shall,  without the  requirement  for any  further  writing,  be deemed
Assignor, Assignee or Company, respectively, hereunder.

48.      This AAR Agreement  shall survive the conveyance of the Assigned  Loans,  the assignment of the  Recognition  Agreement to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Recognition Agreement.

49.      This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.

50.      In the event that any provision of this AAR Agreement  conflicts with any provision of the Recognition  Agreement with respect
to the Assigned Loans, the terms of this AAR Agreement shall control.

51.      The Company hereby acknowledges that Wells Fargo Bank,  National  Association has been appointed as the master servicer of the
Assigned Loans pursuant to the Pooling and Servicing  Agreement,  dated as of July 1, 2006, among Structured Asset Mortgage Investments
II Inc., the Assignor,  Wells Fargo Bank,  National  Association and the Assignee and therefor has the right to enforce all obligations
of the Company  under the  Recognition  Agreement.  The Company shall make all  distributions  under the  Recognition  Agreement to the
Master Servicer by wire transfer of immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name: SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account # 50937300.

          and the Company shall deliver all reports  required to be delivered  under the  Recognition  Agreement to the Assignee at the
  address set forth in Section 8 herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: BSALTA 2006-5
                  Telecopier No.: (410) 715-2380




         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.


EMC MORTGAGE CORPORATION
Assignor


By:__________________________________________________
Name:
Title:

CITIBANK, N.A.
AS TRUSTEE
Assignee


By:__________________________________________________
Name:
Title:


PHH MORTGAGE CORPORATION
Company


By:__________________________________________________
Name:
Title:

BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST
By: PHH Mortgage Corporation, as Administrator


By:__________________________________________________
Name:
Title:

ACKNOWLEDGED:

WELLS FARGO BANK,
NATIONAL ASSOCIATION


By:__________________________________________________
Name:
Title:




                                                             ATTACHMENT I

                                                        ASSIGNED LOAN SCHEDULE




                                                             ATTACHMENT 2



                                                         RECOGNITION AGREEMENT




                                                                                                                           EXHIBIT I-19

                                                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

   This  Assignment,  Assumption  and  Recognition  Agreement  (the "AAR  Agreement") is made and entered into as of July 31, 2006 (the
"Closing Date"), among EMC Mortgage Corporation (the "Assignor"),  Citibank, N.A., not in its individual capacity but solely as trustee
for the holders of Bear Stearns ALT-A Trust,  Mortgage  Pass-Through  Certificates,  Series 2006-5 (the  "Assignee")  and U.S. Bank, NA
(the "Company").

         Whereas,  pursuant  to the  Recognition  Agreement  dated  as of July 1,  2006  between  the  Assignor  and the  Company  (the
"Recognition  Agreement"),  the Company has agreed to service  certain  residential  mortgage  loans (the  "Assigned  Loans") listed on
Attachment 1 annexed hereto (the "Assigned Loan  Schedule")  for the Assignor as owner of the Assigned  Loans,  in accordance  with the
terms and conditions of that certain Purchase,  Warranties and Servicing Agreement,  dated as of March 1, 2003, as amended by Amendment
No. 1 to the  Purchase,  Warranties  and Servicing  Agreement,  dated as of January 1, 2006,  between the Assignor and the Company,  as
modified in the  Recognition  Agreement  (as amended and modified,  the "PWS  Agreement")  and pursuant to which the Company  agreed to
service the Assigned Loans.

         Whereas,  the Assignor  purchased mortgage loans from U.S. Bank listed on Attachment 2 annexed hereto (the "2006-5 Loans" and,
together with the Assigned  Loans,  the "Mortgage  Loans") and the Company  agrees to service the Mortgage  Loans pursuant to the terms
and conditions of the PWS Agreement.

   In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties hereto agree that the Mortgage Loans shall be subject to the terms of
this AAR Agreement.  Any  capitalized  term used and not otherwise  defined herein shall have the meaning  assigned to such term in the
PWS Agreement:

Assignment and Assumption

5.       Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Mortgage Loans and (b) as they relate to the Mortgage Loans,  the Recognition  Agreement
and the PWS Agreement.  Notwithstanding  anything to the contrary  contained herein,  the Assignor is not assigning to the Assignee any
of its right,  title and  interest,  to and under the PWS  Agreement  with respect to any other  mortgage  loan other than the Mortgage
Loans.  Except as is otherwise  expressly  provided  herein,  the Assignor  makes no  representations,  warranties  or covenants to the
Assignee and the Assignee  acknowledges  that the Assignor has no  obligations  to the Assignee under the terms of the PWS Agreement or
otherwise relating to the transaction  contemplated  herein (including,  but not limited to, any obligation to indemnify the Assignee).
Notwithstanding  anything to the contrary contained herein, the Assignor  specifically reserves and does not assign to the Assignee any
right, title and interest in, to or under the  representations  and warranties  contained in Section Section 3.02 of the PWS Agreement,
and the Assignor is retaining the right to enforce such representations and warranties pursuant to Section 3.03 of the PWS Agreement.

         Assignor  acknowledges and agrees that upon execution of this Agreement,  the Assignee shall become the "Purchaser"  under the
PWS  Agreement,  and subject to the  preceding  paragraph,  all  representations,  warranties  and  covenants  by the  "Company" to the
"Purchaser" under the PWS Agreement including, but not limited to, the rights to receive  indemnification,  shall accrue to Assignee by
virtue of this Agreement.

Representations, Warranties and Covenants

6.       Assignor warrants and represents to, and covenants with, Assignee and Company as of the date hereof that:

a.       Attached  hereto as  Attachment 3 is a true and correct copy of the PWS  Agreement,  and attached  hereto as Attachment 4 is a
                      true and  correct  copy of the  Recognition  Agreement,  each of which is in full force and effect as of the date
                      hereof and the provisions of which have not been waived,  amended or modified in any respect,  nor has any notice
                      of termination been given thereunder;

b.       Assignor  was the lawful owner of the  Mortgage  Loans with full right to transfer  the Mortgage  Loans and any and all of its
                      interests,  rights and obligations  under the  Recognition  Agreement and the PWS Agreement as they relate to the
                      Mortgage Loans,  free and clear from any and all claims and  encumbrances;  and upon the transfer of the Mortgage
                      Loans to Assignee as  contemplated  herein and in the Mortgage Loan Purchase  Agreement dated as of July 31, 2006
                      between the Assignor and Structured  Asset Mortgage  Investments  II Inc.  ("SAMI II"),  Assignee shall have good
                      title to each and every Assigned  Loan, as well as any and all of Assignee's  interests,  rights and  obligations
                      under the  Recognition  Agreement and the PWS Agreement as they relate to the Mortgage  Loans,  free and clear of
                      any and all liens, claims and encumbrances;

c.       There are no offsets,  counterclaims  or other  defenses  available to the Company with  respect to the  Mortgage  Loans,  the
                      Recognition Agreement or the PWS Agreement;

d.       Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

e.       Assignor is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction of its  incorporation,
                      and has all requisite power and authority to acquire, own and sell the Mortgage Loans;

f.       Assignor has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                      and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by this
                      AAR  Agreement is in the ordinary  course of  Assignor's  business  and will not  conflict  with,  or result in a
                      breach  of,  any of  the  terms,  conditions  or  provisions  of  Assignor's  charter  or  by-laws  or any  legal
                      restriction,  or any material  agreement or instrument to which  Assignor is now a party or by which it is bound,
                      or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which  Assignor or its
                      property  is subject.  The  execution,  delivery  and  performance  by  Assignor  of this AAR  Agreement  and the
                      consummation  by it of the  transactions  contemplated  hereby,  have  been  duly  authorized  by  all  necessary
                      corporate  action on part of Assignor.  This AAR  Agreement has been duly executed and delivered by Assignor and,
                      upon the due  authorization,  execution  and delivery by Assignee and the parties  hereto,  will  constitute  the
                      valid and legally  binding  obligation of Assignor  enforceable  against  Assignor in  accordance  with its terms
                      except as enforceability may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                      laws now or hereafter in effect  relating to creditors'  rights  generally,  and by general  principles of equity
                      regardless of whether enforceability is considered in a proceeding in equity or at law; and

g.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                      required to be  obtained  or made by  Assignor in  connection  with the  execution,  delivery or  performance  by
                      Assignor of this AAR Agreement,  or the  consummation  by it of the  transactions  contemplated  hereby.  Neither
                      Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,  sold or otherwise  disposed of the
                      Mortgage  Loans or any  interest  in the  Mortgage  Loans,  or  solicited  any offer to buy or accept a transfer,
                      pledge  or other  disposition  of the  Mortgage  Loans,  or any  interest  in the  Mortgage  Loans  or  otherwise
                      approached  or  negotiated  with respect to the Mortgage  Loans,  or any interest in the Mortgage  Loans with any
                      Person in any manner,  or made any general  solicitation by means of general  advertising or in any other manner,
                      or taken any other action which would  constitute a  distribution  of the Mortgage Loans under the Securities Act
                      of 1933, as amended (the "1933 Act") or which would render the  disposition  of the Mortgage Loans a violation of
                      Section 5 of the 1933 Act or require registration pursuant thereto.

7.       The Assignee warrants and represents to, and covenants with, the Assignor and the Company as of the date hereof that:

a.       Assignee is duly organized,  validly  existing and in good standing under the laws of the jurisdiction of its organization and
                      has all requisite power and authority to acquire, own and purchase the Mortgage Loans;

b.       Assignee has full  corporate  power and authority to execute,  deliver and perform its  obligations  under this AAR Agreement,
                      and to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by this
                      AAR  Agreement is in the ordinary  course of  Assignee's  business  and will not  conflict  with,  or result in a
                      breach  of,  any of  the  terms,  conditions  or  provisions  of  Assignee's  charter  or  by-laws  or any  legal
                      restriction,  or any material  agreement or instrument to which  Assignee is now a party or by which it is bound,
                      or result in the  violation of any law,  rule,  regulation,  order,  judgment or decree to which  Assignee or its
                      property  is subject.  The  execution,  delivery  and  performance  by  Assignee  of this AAR  Agreement  and the
                      consummation  by it of the  transactions  contemplated  hereby,  have  been  duly  authorized  by  all  necessary
                      corporate  action on part of Assignee.  This AAR  Agreement has been duly executed and delivered by Assignee and,
                      upon the due  authorization,  execution  and delivery by Assignor and the parties  hereto,  will  constitute  the
                      valid and legally  binding  obligation of Assignee  enforceable  against  Assignee in  accordance  with its terms
                      except as enforceability may be limited by bankruptcy,  reorganization,  insolvency,  moratorium or other similar
                      laws now or hereafter in effect  relating to creditors'  rights  generally,  and by general  principles of equity
                      regardless of whether enforceability is considered in a proceeding in equity or at law;

c.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                      required to be  obtained  or made by  Assignee in  connection  with the  execution,  delivery or  performance  by
                      Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

d.       From and after the date hereof,  Assignee  assumes for the benefit of each of Assignor and Company,  all of Assignor's  rights
                      as "Purchaser" under the PWS Agreement but solely with respect to such Mortgage Loans.

8.       Company warrants and represents to, and covenants with, Assignee and Assignor, as of the date hereof, that:

a.       Attached  hereto as  Attachment 3 is a true and correct copy of the PWS  Agreement  and attached  hereto as  Attachment 4 is a
                      true and correct  copy of the  Recognition  Agreement,  each of, which is in full force and effect as of the date
                      hereof and the provisions of which have not been waived,  amended or modified in any respect,  nor has any notice
                      of termination been given thereunder;

b.       Company is duly organized,  validly  existing and in good standing under the laws of the  jurisdiction  of its  incorporation,
                      and has all  requisite  power  and  authority  to  service  the  Mortgage  Loans and  otherwise  to  perform  its
                      obligations under the Recognition Agreement and the PWS Agreement;

c.       Company has full corporate power and authority to execute,  deliver and perform its obligations under this AAR Agreement,  and
                      to consummate the  transactions set forth herein.  The consummation of the transactions  contemplated by this AAR
                      Agreement is in the ordinary  course of Company's  business and will not conflict with, or result in a breach of,
                      any of the terms,  conditions  or  provisions of Company's  charter or by-laws or any legal  restriction,  or any
                      material  agreement  or  instrument  to which  Company  is now a party or by which it is bound,  or result in the
                      violation of any law, rule,  regulation,  order,  judgment or decree to which Company or its property is subject.
                      The  execution,  delivery and  performance  by Company of this AAR  Agreement and the  consummation  by it of the
                      transactions  contemplated  hereby,  have been  duly  authorized  by all  necessary  corporate  action on part of
                      Company.  This AAR Agreement has been duly  executed and delivered by Company,  and, upon the due  authorization,
                      execution and delivery by Assignor and Assignee,  will  constitute  the valid and legally  binding  obligation of
                      Company,  enforceable  against  Company in accordance with its terms except as  enforceability  may be limited by
                      bankruptcy,  reorganization,  insolvency, moratorium or other similar laws now or hereafter in effect relating to
                      creditors'  rights  generally,  and by general  principles  of equity  regardless  of whether  enforceability  is
                      considered in a proceeding in equity or at law;

d.       No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                      required to be obtained or made by Company in connection  with the execution,  delivery or performance by Company
                      of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

e.       Company shall  establish a Custodial  Account and an Escrow  Account under the PWS Agreement in favor of Assignee with respect
                      to the Mortgage Loans separate from the Custodial  Account and Escrow Account  previously  established  under the
                      PWS Agreement in favor of Assignor; and

f.       Pursuant to Section 11.18 of the PWS Agreement,  the Company hereby restates the  representations  and warranties set forth in
                      Article III of the PWS Agreement with respect to the Company and the Mortgage Loans.

g.       Neither this AAR Agreement nor any certification,  statement,  report or other agreement,  document or instrument furnished or
                      to be furnished by the Company  pursuant to this AAR  Agreement  contains or will contain any  materially  untrue
                      statement of fact or omits or will omit to state a fact  necessary to make the statements  contained  therein not
                      misleading.

9.       Assignor  hereby agrees to indemnify  and hold the Assignee  (and its  successors  and assigns)  harmless  against any and all
claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee  (and its  successors  and  assigns)  may sustain in any way related to any breach of the  representations  or  warranties  of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.

         Recognition of Assignee

10.      From and after the date hereof,  Company shall recognize  Assignee as owner of the Mortgage Loans, and  acknowledges  that the
Mortgage  Loans will be part of a REMIC,  and will service the Mortgage  Loans in  accordance  with the  Recognition  Agreement the PWS
Agreement  and this AAR  Agreement  but in no event in a manner  that  would (i) cause any REMIC to fail to  qualify as a REMIC or (ii)
result in the  imposition  of a tax upon any REMIC  (including  but not  limited to the tax on  prohibited  transactions  as defined in
Section  860F(a)(2) of the Code and the tax on  contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention
of Assignor,  Company and Assignee that this AAR Agreement  shall be binding upon and for the benefit of the respective  successors and
assigns of the parties hereto.  Neither Company nor Assignor shall amend or agree to amend,  modify,  waiver, or otherwise alter any of
the terms or provisions of the Recognition  Agreement or the PWS Agreement which  amendment,  modification,  waiver or other alteration
would in any way affect the Mortgage Loans without the prior written consent of Assignee.

11.      Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties hereto that (i) this
AAR Agreement is acknowledged  and accepted by the Assignee not  individually or personally but solely as Assignee for the Trust in the
exercise of the powers and authority  conferred and vested in it under the Pooling and Servicing  Agreement (the "Pooling and Servicing
Agreement"),  dated as of July 1, 2006,  among  Structured Asset Mortgage  Investments II Inc., the Assignor,  the Assignee,  and Wells
Fargo Bank,  National  Association,  as master  servicer  (the "Master  Servicer")  and as securities  administrator,  (ii) each of the
representations,  undertakings and agreements herein made on behalf of the Trust is made and intended not as personal  representations,
undertakings  and  agreements  of the  Assignee  but is made and  intended for the purpose of binding only the Trust and (iii) under no
circumstances  shall the Assignee be personally  liable for the payment of any indebtedness or expenses of the Assignee or the Trust or
be liable for the breach or failure of any  obligation,  representation,  warranty or covenant made or undertaken by the Assignee,  the
Assignor or the Trust under the PWS  Agreement or the Pooling and  Servicing  Agreement.  Any recourse  against the Assignee in respect
of any  obligations it may have under or pursuant to the terms of this AAR Agreement  shall be limited solely to the assets it may hold
as trustee of Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5.


         Miscellaneous

8.       All demands,  notices and  communications  related to the Mortgage Loans, the PWS Agreement and this AAR Agreement shall be in
writing and shall be deemed to have been duly given if  personally  delivered at or mailed by  registered  mail,  postage  prepaid,  as
follows:

a.                         In the case of Company,
                           U.S. Bank, N.A.
                           1550 East 79th Street
                           Bloomington, MN 55425
                           Attn: Cheikh Faye

b.                         In the case of Assignor,
                           EMC Mortgage Corporation
                           Two Mac Arthur Ridge
                           2780 Lake Vista Drive

                           Lewisville, Texas 75067
                           Attention:  President or General Counsel
                           Facsimile: (469) 759-4714

c.                         In the case of Assignee,
                           Citibank, N.A.
                           388 Greenwich Street, 14th Floor
                           New York, New York 10013
                           Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                           Telecopier No.: (212) 816-5527




9.       The Company hereby  acknowledges  that Wells Fargo Bank,  N.A. has been appointed as the master servicer of the Mortgage Loans
pursuant to the Pooling and Servicing  Agreement and therefor has the right to enforce all  obligations of the Company,  as they relate
to the  Mortgage  Loans,  under the  Recognition  Agreement,  the PWS  Agreement  and this AAR  Agreement.  The Company  shall make all
distributions  under the PWS Agreement,  as they relate to the Mortgage  Loans,  to the Master Servicer by wire transfer of immediately
available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name: SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account # 50937300.

         and the Company shall deliver all reports  required to be delivered under the PWS Servicing  Agreement,  as they relate to the
Mortgage Loans, to the Assignee at the address set forth in Section 8 herein and to the Master Servicer at:

                  Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045.

10.      THIS AAR AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT  REGARD TO CONFLICTS OF
LAW PRINCIPLES  (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL  OBLIGATIONS  LAW), AND THE OBLIGATIONS,  RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

11.      No term or provision of this AAR  Agreement  may be waived or modified  unless such waiver or  modification  is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.

12.      This AAR  Agreement  shall inure to the benefit of the  successors  and assigns of the parties  hereto.  Any entity into which
Assignor,  Assignee,  Company or SAMI II may be merged or  consolidated  shall,  without the requirement  for any further  writing,  be
deemed Assignor, Assignee, Company or SAMI II, respectively, hereunder.

13.      This AAR Agreement  shall survive the conveyance of the Mortgage  Loans,  the assignment of the  Recognition  Agreement or the
PWS  Agreement to the extent of the Mortgage  Loans by Assignor to Assignee and the  termination  of the PWS Agreement and the Purchase
Agreement.

14.      This AAR Agreement may be executed  simultaneously  in any number of counterparts.  Each counterpart  shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.

15.      In the event that any provision of this AAR Agreement  conflicts  with any provision of the  Recognition  Agreement or the PWS
Agreement with respect to the Mortgage Loans, the terms of this AAR Agreement shall control.




                  IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.




                                                                      CITIBANK,  N.A., not in it's individual capacity
                                                             but solely as  trustee  for the  holders of Bear  Stearns
         EMC MORTAGE CORPORATION,                            ALT-A Trust, Mortgage Pass-Through  Certificates,  Series
         the Assignor                                        2006-5,
                                                                      the Assignee

         By:____________________________________                      By:_____________________________________________

         Its:___________________________________                      Its:____________________________________________

         U.S. BANK, NA,
         the Company

         By:____________________________________

         Its:___________________________________




         Acknowledged and Agreed

         WELLS FARGO BANK, N.A.

        By:____________________________________

        Its:___________________________________

        Title:_________________________________




                                                             ATTACHMENT 1

                                                            ASSIGNED LOANS


                                                        (PROVIDED UPON REQUEST)




                                                             ATTACHMENT 2

                                                         2006-5 MORTGAGE LOANS


                                                        (PROVIDED UPON REQUEST)




                                                             ATTACHMENT 3

                                                             PWS AGREEMENT


                                                        (PROVIDED UPON REQUEST)




                                                             ATTACHMENT 4

                                                         RECOGNITION AGREEMENT


                                                        (PROVIDED UPON REQUEST)




                                                                                                                           EXHIBIT I-20

                                           ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

   THIS ASSIGNMENT,  ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment and Assumption Agreement"), dated as of July 31, 2006, among
EMC Mortgage  Corporation,  a Delaware  corporation (the  "Assignor"),  Citibank,  N.A., not individually but solely as trustee for the
holders of Bear Stearns ALT-A Trust 2006-5,  Mortgage Pass-Through  Certificates,  Series 2006-5 (the "Assignee") and Wells Fargo Bank,
N.A. (the "Company").

   Whereas,  pursuant to the  Recognition  Agreement dated as of July 1, 2006,  between the Assignor and the Company (the  "Recognition
Agreement"),  the Company has agreed to service  certain  residential  mortgage  loans listed on Exhibit A attached  hereto (the "BSARM
2002-5  Mortgage  Loans") for the Assignor as owner of the BSARM 2002-5  Mortgage  Loans,  in accordance  with the Amended and Restated
Master  Seller's  Warranties  and Servicing  Agreement  dated as of November 1, 2005,  by and between the Company and the Assignor,  as
modified in the Recognition Agreement (as modified, the "Warranties and Servicing Agreement");

   Whereas,  the Assignor  purchased  mortgage loans from the Company listed on Exhibit B attached hereto (the "2006-5  Mortgage Loans"
and,  together  with the BSARM 2002-5  Mortgage  Loans,  the  "Mortgage  Loans")  pursuant to the terms and  conditions of that certain
Assignment and Conveyance Agreement (04-W43) dated as of August 10, 2004, between the Company and the Assignor.

   Whereas the Company  agrees to service the Mortgage  Loans  pursuant to the terms and  conditions  of the  Warranties  and Servicing
Agreement.

   In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties  hereto agree that the Mortgage Loans now serviced by the Company for
the Assignor and its successors and assigns  pursuant to the Warranties and Servicing  Agreement  shall be subject to the terms of this
Assignment  and  Assumption  Agreement.  Capitalized  terms used herein but not otherwise  defined shall have the meanings  assigned to
them in the Warranties and Servicing Agreement.

         Assignment and Assumption

1.       Except as expressly provided for herein,  the Assignor hereby grants,  transfers and assigns to the Assignee all of its right,
title and  interest  in, to and under (a) the  Mortgage  Loans and (b) the  Warranties  and  Servicing  Agreement  with  respect to the
Mortgage Loans;  provided,  however,  that the Assignor is not assigning to the Assignee any of its right,  title and interest,  to and
under the  Warranties  and Servicing  Agreement  with respect to any mortgage  loan other than the Mortgage  Loans listed on Exhibit A.
Except as is otherwise  expressly provided herein, the Assignor makes no  representations,  warranties or covenants to the Assignee and
the Assignee  acknowledges  that the Assignor  has no  obligations  to the Assignee  under the terms of the  Warranties  and  Servicing
Agreement or otherwise  relating to the transaction  contemplated  herein  (including,  but not limited to, any obligation to indemnify
the Assignee).

         To the extent the Assignor  fails to cure,  repurchase  or  substitute  for a Mortgage  Loan or indemnify the Assignee for any
representation  or warranty assigned or made by the Assignor,  the Company shall cure,  repurchase or substitute for a Mortgage Loan or
indemnify  the  Assignee,  but only to the  extent  that the  Company  has  agreed to  indemnify  the  Assignor  under the terms of the
Warranties and Servicing Agreement, as amended.

         Representations Warranties and Covenants

2.       The Assignor warrants and represents to, and covenants with, the Assignee that as of the date hereof:

(a)      Attached  hereto as Exhibit C and Exhibit D are true and accurate  copies of the  Warranties  and Servicing  Agreement and the
                         Recognition  Agreement,  each of which  agreement  is in full force and  effect as of the date  hereof and the
                         provisions of which have not been waived,  further  amended or modified in any respect,  nor has any notice of
                         termination been given thereunder;

(b)      The Assignor is the lawful owner of the Mortgage  Loans with full right to transfer the Mortgage  Loans and any and all of its
                         interests,  rights and obligations under the Warranties and Servicing Agreement as they relate to the Mortgage
                         Loans,  free and clear from any and all claims and  encumbrances;  and upon the transfer of the Mortgage Loans
                         to the Assignee as  contemplated  herein,  Assignee  shall have good title to each and every Mortgage Loan, as
                         well as any and all of the Assignee's  interests,  rights and obligations under the Recognition  Agreement and
                         the Warranties  and Servicing  Agreement as they relate to the Mortgage  Loans,  free and clear of any and all
                         liens, claims and encumbrances;

(c)      There are no offsets,  counterclaims  or other  defenses  available to the Company  with respect to the Mortgage  Loans or the
                         Warranties and Servicing Agreement;

(d)      The Assignor has no knowledge of, and has not received  notice of, any waivers  under,  or any  modification  of, any Mortgage
                         Loan;

(e)      The  Assignor  is  duly  organized,  validly  existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
                         incorporation, and has all requisite power and authority to acquire, own and sell the Mortgage Loans;

(f)      The Assignor has full corporate  power and authority to execute,  deliver and perform its  obligations  under this  Assignment
                         and Assumption  Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the
                         transactions  contemplated  by this  Assignment  and  Assumption  Agreement is in the  ordinary  course of the
                         Assignor's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions  or
                         provisions  of the  Assignor's  charter or by-laws or any legal  restriction,  or any  material  agreement  or
                         instrument  to which the  Assignor is now a party or by which it is bound,  or result in the  violation of any
                         law,  rule,  regulation,  order,  judgment  or  decree to which  Assignor  or its  property  is  subject.  The
                         execution,  delivery and  performance  by the Assignor of this  Assignment  and  Assumption  Agreement and the
                         consummation  by it of the  transactions  contemplated  hereby,  have been duly  authorized  by all  necessary
                         corporate  action on part of the Assignor.  This  Assignment and  Assumption  Agreement has been duly executed
                         and delivered by the Assignor and, upon the due authorization,  execution and delivery by the Assignee and the
                         Company,  will constitute the valid and legally  binding  obligation of the Assignor  enforceable  against the
                         Assignor in accordance with its terms except as enforceability  may be limited by bankruptcy,  reorganization,
                         insolvency,  moratorium  or other  similar  laws now or  hereafter  in effect  relating to  creditors'  rights
                         generally,  and by general  principles  of equity  regardless  of whether  enforceability  is  considered in a
                         proceeding in equity or at law;

(g)      No consent,  approval,  order or authorization  of, or declaration,  filing or registration  with, any governmental  entity is
                         required to be obtained or made by the Assignor in connection  with the execution,  delivery or performance by
                         the Assignor of this  Assignment and  Assumption  Agreement,  or the  consummation  by it of the  transactions
                         contemplated hereby. Neither the Assignor nor anyone acting on its behalf has offered,  transferred,  pledged,
                         sold or otherwise  disposed of the Mortgage  Loans or any interest in the  Mortgage  Loans,  or solicited  any
                         offer to buy or accept a transfer,  pledge or other  disposition of the Mortgage Loans, or any interest in the
                         Mortgage Loans or otherwise  approached or negotiated  with respect to the Mortgage  Loans, or any interest in
                         the  Mortgage  Loans with any  Person in any  manner,  or made any  general  solicitation  by means of general
                         advertising or in any other manner,  or taken any other action which would  constitute a  distribution  of the
                         Mortgage  Loans under the  Securities  Act of 1933,  as amended  (the "1933  Act") or which  would  render the
                         disposition  of the Mortgage Loans a violation of Section 5 of the 1933 Act or require  registration  pursuant
                         thereto; and

(h)      The Assignor has received from the Company,  and has delivered to the Assignee,  all documents required to be delivered to the
                         Assignor by the Company  prior to the date hereof  pursuant to the  Warranties  and Servicing  Agreement  with
                         respect to the Mortgage  Loans and has not received,  and has not requested  from the Company,  any additional
                         documents.

3.       The Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(a)                        The Assignee is duly organized,  validly existing and in good standing under the laws of the jurisdiction of
                         its  organization  and has all  requisite  power and  authority  to hold the  Mortgage  Loans on behalf of the
                         holders of Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5;

(b)                        The Assignee has full corporate  power and authority to execute,  deliver and perform under this  Assignment
                         and Assumption  Agreement,  and to consummate  the  transactions  set forth herein.  The  consummation  of the
                         transactions  contemplated  by this  Assignment  and  Assumption  Agreement is in the  ordinary  course of the
                         Assignee's  business and will not conflict  with,  or result in a breach of, any of the terms,  conditions  or
                         provisions  of the  Assignee's  charter or by-laws or any legal  restriction,  or any  material  agreement  or
                         instrument  to which the  Assignee is now a party or by which it is bound,  or result in the  violation of any
                         law,  rule,  regulation,  order,  judgment  or decree to which the  Assignee or its  property is subject.  The
                         execution,  delivery and  performance  by the Assignee of this  Assignment  and  Assumption  Agreement and the
                         consummation  by it of the  transactions  contemplated  hereby,  have been duly  authorized  by all  necessary
                         corporate  action on part of the Assignee.  This  Assignment and  Assumption  Agreement has been duly executed
                         and delivered by the Assignee and, upon the due authorization,  execution and delivery by the Assignor and the
                         Company,  will  constitute  the valid and  legally  binding  obligation  of Assignee  enforceable  against the
                         Assignee in accordance with its terms except as enforceability  may be limited by bankruptcy,  reorganization,
                         insolvency,  moratorium  or other  similar  laws now or  hereafter  in effect  relating to  creditors'  rights
                         generally,  and by general  principles  of equity  regardless  of whether  enforceability  is  considered in a
                         proceeding in equity or at law;

(c)                        No  consent,  approval,  order or  authorization  of, or  declaration,  filing  or  registration  with,  any
                         governmental  entity is  required to be obtained or made by the  Assignee in  connection  with the  execution,
                         delivery or performance by the Assignee of this Assignment and Assumption  Agreement,  or the  consummation by
                         it of the transactions contemplated hereby; and

(d)                        The Assignee  assumes all of the rights of the Purchaser  under the Warranties and Servicing  Agreement with
                         respect to the  Mortgage  Loans  other than the right to enforce  the  obligations  of the  Company  under the
                         Warranties and Servicing Agreement.

4.       The Company warrants and represents to, and covenants with, the Assignor and the Assignee as of the date hereof:

(e)                        Attached  hereto as Exhibit C and Exhibit D are true and accurate  copies of the  Warranties  and  Servicing
                         Agreement and the  Recognition  Agreement,  each of which agreement is in full force and effect as of the date
                         hereof and the provisions of which have not been waived,  further amended or modified in any respect,  nor has
                         any notice of termination been given thereunder;

(f)                        The Company is a national banking  association  duly organized,  validly existing and in good standing under
                         the laws of the United  States,  and has all requisite  power and authority to service the Mortgage  Loans and
                         otherwise  to perform its  obligations  under the  Warranties  and  Servicing  Agreement  and the  Recognition
                         Agreement;

(g)                        The  Company has full power and  authority  to execute,  deliver  and  perform  its  obligations  under this
                         Assignment and Assumption  Agreement,  and to consummate the transactions  set forth herein.  The consummation
                         of the transactions  contemplated by this Assignment and Assumption Agreement is in the ordinary course of the
                         Company's  business  and will not conflict  with,  or result in a breach of, any of the terms,  conditions  or
                         provisions  of the  Company's  charter or by-laws  or any legal  restriction,  or any  material  agreement  or
                         instrument  to which the  Company is now a party or by which it is bound,  or result in the  violation  of any
                         law,  rule,  regulation,  order,  judgment  or decree to which the Company or its  property  is  subject.  The
                         execution,  delivery and  performance  by the Company of this  Assignment  and  Assumption  Agreement  and the
                         consummation by it of the transactions  contemplated hereby, have been duly authorized by all necessary action
                         on part of the Company.  This Assignment and Assumption  Agreement has been duly executed and delivered by the
                         Company,  and, upon the due  authorization,  execution and delivery by Assignor and Assignee,  will constitute
                         the valid and legally binding  obligation of Company,  enforceable  against the Company in accordance with its
                         terms except as enforceability may be limited by the effect of insolvency,  liquidation,  conservatorship  and
                         other similar laws  administered by the Federal  Deposit  Insurance  Corporation  affecting the enforcement of
                         contract obligations of insured banks and subject to the application of the rules of equity;

(h)                        No  consent,  approval,  order or  authorization  of, or  declaration,  filing  or  registration  with,  any
                         governmental  entity is  required to be obtained  or made by the  Company in  connection  with the  execution,
                         delivery or performance by the Company of this Assignment and Assumption Agreement,  or the consummation by it
                         of the transactions contemplated hereby;

(i)                        The Company shall  establish a Custodial  Account and an Escrow  Account under the  Warranties and Servicing
                         Agreement in favor of the Assignee with respect to the Mortgage Loans separate from the Custodial  Account and
                         Escrow Account previously established under the Warranties and Servicing Agreement in favor of Assignor; and

(j)                        Pursuant to Section  9.01 of the  Warranties  and  Servicing  Agreement,  the Company  hereby  restates  the
                         representations  and  warranties  set forth in Sections 3.01 of the  Warranties  and Servicing  Agreement with
                         respect to the Company as of the date hereof and as specified  in Exhibit E of the  Warranties  and  Servicing
                         Agreement.

1.                Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns)  harmless  against any and
all claims, losses,  penalties,  fines,  forfeitures,  legal fees and related costs, judgments,  and any other costs, fees and expenses
that Assignee (and its  successors  and assigns) may sustain in any way related to any breach of the  representations  or warranties of
Assignor set forth in this Assignment and Assumption Agreement or the breach of any covenant or condition contained herein.

52.      The Company  hereby  acknowledges  that Wells Fargo Bank,  N.A. and any successor  thereto (the "Master  Servicer"),  has been
appointed as master  servicer of the  Mortgage  Loans  pursuant to the Pooling and  Servicing  Agreement  dated as of July 1, 2006 (the
"Pooling and Servicing  Agreement"),  among  Structured Asset Mortgage  Investments II Inc., the Assignor,  the Assignee and the Master
Servicer,  and therefore has the right to enforce all  obligations of the Company under the Warranties  and Servicing  Agreement.  Such
right will include,  without limitation,  the right to receive all remittances  required to be made by the Company under the Warranties
and  Servicing  Agreement,  the right to receive all monthly  reports and other data  required to be delivered by the Company under the
Warranties and Servicing Agreement,  the right to examine the books and records of the Company,  indemnification  rights, and the right
to exercise  certain  rights of consent and approval  relating to actions taken by the Company.  The Company hereby  acknowledges  that
the Master  Servicer  shall be  obligated  to notify the  Assignee in  accordance  with the Pooling and  Servicing  Agreement  upon the
discovery of an event of default by the Company of its  obligations  under the  Warranties  and  Servicing  Agreement  and the Assignee
shall have the right to terminate the Company as servicer under the  Warranties and Servicing  Agreement upon the occurrence of such an
event of default.
53.      The  Company  shall make all  distributions  under the  Warranties  and  Servicing  Agreement  to the Master  Servicer by wire
transfer of immediately available funds to:

                  Wells Fargo Bank, National Association
                  ABA# 121000248
                  Account Name:  SAS Clearing
                  Account # 3970771416
                  For Further Credit to: BSALTA 2006-5, Account # 50937300.

          and the Company  shall deliver all reports  required to be delievered  under the  Warranties  and Servicing  Agreement to the
  Master Servicer at:

                  Wells Fargo Bank, N.A.
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: Client Manager BSALTA 2006-5
                  Telecopy No.: (410) 715-2380

54.               Notwithstanding  any term hereof to the contrary,  it is expressly  understood  and agreed by the parties hereto that
(i) this  Assignment and Assumption  Agreement is acknowledged  and accepted by the Assignee not  individually or personally but solely
as  Assignee  for the Trust in the  exercise of the powers and  authority  conferred  and vested in it under the Pooling and  Servicing
Agreement,  (ii) each of the  representations,  undertakings and agreements herein made on behalf of the Trust is made and intended not
as personal  representations,  undertakings and agreements of the Assignee but is made and intended for the purpose of binding only the
Trust and (iii) under no circumstances  shall the Assignee be personally  liable for the payment of any indebtedness or expenses of the
Assignee  or the Trust or be liable  for the  breach or  failure  of any  obligation,  representation,  warranty  or  covenant  made or
undertaken by the  Assignee,  the Assignor or the Trust under this  Assignment  and  Assumption  Agreement or made or undertaken by the
Assignee,  the  Assignor or the Trust under the  Warranties  and  Servicing  Agreement  or the Pooling  and  Servicing  Agreement.  Any
recourse  against  the  Assignee  in respect of any  obligations  it may have under or  pursuant  to the terms of this  Assignment  and
Assumption  Agreement  shall be limited  solely to the  assets it may hold as trustee of Bear  Stearns  ALT-A  Trust  2006-5,  Mortgage
Pass-Through Certificates, Series 2006-5.

Recognition of Assignee
55.      5.       From and after the date hereof,  Company shall recognize  Assignee as owner of the Mortgage  Loans,  and will service
the Mortgage  Loans in accordance  with the  Warranties  and Servicing  Agreement (as  modified),  the terms of which are  incorporated
herein by  reference.  The  Company  acknowledges  and  consents  to the  assignment  by the  Assignor  to the  Assignee  of all of the
Assignor's  rights against the Company  pursuant to the Warranties  and Servicing  Agreement and to the  enforcement or exercise of any
right or remedy  against the Company  pursuant to the  Warranties  and  Servicing  Agreement  as assigned by the  Assignor  against the
Company  pursuant to this  Assignment and Assumption  Agreement as assigned by the Assignee.  Such  enforcement of a right or remedy by
the Assignee or the Master  Servicer  shall have the same force and effect as if the right or remedy had been  enforced or exercised by
the Assignor directly.

                  Notwithstanding  anything to the contrary  contained  herein or in the  Warranties and Servicing  Agreement,  Company
acknowledges  that the Mortgage  Loans will be part of a REMIC and hereby agrees that in no event will it service the Mortgage Loans in
a manner  that  would (i)  cause  any REMIC to fail to  qualify  as a REMIC or (ii)  result in the  imposition  of a tax upon any REMIC
(including  but not  limited  to the tax on  prohibited  transactions  as  defined  in  Section  860F(a)(2)  of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code).

56.               It is the intention of Assignor,  Company and Assignee that this Assignment and Assumption Agreement shall be binding
upon and for the benefit of the respective  successors and assigns of the parties  hereto.  Neither Company nor Assignor shall amend or
agree to amend,  modify,  waive,  or otherwise  alter any of the terms or provisions of the  Warranties and Servicing  Agreement  which
amendment,  modification,  waiver or other  alteration  would in any way affect the Mortgage Loans without the prior written consent of
Assignee.

57.      Notices:

6.       The Assignor's  address for purposes of all notices and  correspondence  related to the Mortgage Loans and this Assignment and
Assumption Agreement is:

                  EMC Mortgage Corporation
                  2780 Lake Vista Drive
                  Lewisville, Texas 75067
                  Attention: Conduit Seller Approval Dept.
                  Facsimile: (214) 626-3751
                  Email: sellerapproval@bear.com


                  With a copy to:

                  Bear Stearns Mortgage Capital Corporation
                  383 Madison Avenue
                  New York, New York 10179
                  Attention: Global Credit Administration
                  Facsimile: (212) 272- 6564


   The  Assignee's  address for  purposes of all notices and  correspondence  related to the  Mortgage  Loans and this  Assignment  and
Assumption Agreement is:

                  Citibank, N.A.
                  388 Greenwich Street, 14th Floor
                  New York, New York 10013
                  Attention:  Structured Finance Agency & Trust —BSALTA 2006-5
                  Telecopier No.: (212) 816-5527

   The  Company's  address for  purposes of all  notices and  correspondence  related to the  Mortgage  Loans and this  Assignment  and
Assumption Agreement is:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  MAC X2302-033
                  Des Moines, Iowa 50328-0001
                  Attention: John B. Brown



                  With a copy to:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention: General Counsel - MAC X2401-06T


         Miscellaneous:

58.      7.       Each party will pay any  commissions  it has incurred and the Assignor  shall pay the fees of its  attorneys  and the
reasonable fees of the attorneys of the Assignee and the Company in connection with the  negotiations  for,  documenting of and closing
of the transactions contemplated by this Assignment and Assumption Agreement.

59.      8.       This  Assignment and Assumption  Agreement  shall be construed in accordance  with the laws of the State of New York,
including  Sections 5-1401 and 5-1402 of the New General  Obligations Law, but otherwise without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

60.      9.       No term or provision of this  Assignment  and  Assumption  Agreement may be waived or modified  unless such waiver or
modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

61.      10.      This  Assignment  and  Assumption  Agreement  shall inure to the benefit of the successors and assigns of the parties
hereto.  Any entity into which  Assignor,  Assignee or Company may be merged or  consolidated  shall,  without the  requirement for any
further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.

62.      11.      This  Assignment  and Assumption  Agreement  shall survive the conveyance of the Mortgage Loans and the assignment of
the Warranties and Servicing  Agreement and the  Recognition  Agreement to the extent of the Mortgage Loans by Assignor to Assignee and
the termination of the Warranties and Servicing Agreement and the Recognition Agreement.

63.      12.      This  Assignment  and  Assumption  Agreement  may be  executed  simultaneously  in any number of  counterparts.  Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.

64.      13.      In the event that any provision of this  Assignment  and  Assumption  Agreement  conflicts  with any provision of the
Warranties and Servicing  Agreement with respect to the Mortgage  Loans,  the terms of this  Assignment and Assumption  Agreement shall
control.

65.      14.      Any new loan number  assigned to a Mortgage  Loan by the Assignee  shall be provided to the Company at the  following
address:  Wells Fargo Bank, N.A., 1 Home Campus, MAC X2302-033,  Des Moines, Iowa 50328-0001 Attention:  John B. Brown. In addition, if
Assignee has changed its document custodian from the previous  custodian,  such new custodian's name,  address and contact  information
shall be provided to the Company at the aforementioned address.





   IN WITNESS  WHEREOF,  the parties have caused this  Assignment  and  Assumption  Agreement  to be executed by their duly  authorized
officers as of the date first above written.


                                                     CITIBANK, N.A., not individually but solely as trustee for the holders of Bear
                                                     Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates, Series 2006-5,
                                                     as Assignee



                                                     By:_________________________________________________
                                                     Name:
                                                     Title:



                                                     EMC MORTGAGE CORPORATION,
                                                     as Assignor

                                                     By:_________________________________________________
                                                     Name:
                                                     Title:



                                                     WELLS FARGO BANK, N.A.,
                                                      as Company


                                                     By:_________________________________________________
                                                     Name:
                                                     Title:



         Acknowledged and Agreed

         WELLS FARGO BANK,
         N.A.,
         as Master Servicer

By:_________________________________________________
Name:
Title:




                                                               Exhibit A

                                                      BSARM 2002-5 Mortgage Loans



                                                        [Provided upon request]




                                                               Exhibit B

                                                         2006-5 Mortgage Loans



                                                        [Provided upon request]





                                                               Exhibit C

Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of November 1, 2005, between Wells Fargo and EMC

                                                        [Provided upon request]




                                                               Exhibit D

                              Recognition Agreement dated as of July 1, 2006, between Wells Fargo and EMC
                                                        [Provided upon request]

Exhibit E
AFFILIATION DISCLOSURE
(Pursuant to Item 1119 of Regulation AB)

1. Sponsor and any affiliate, including but not limited to:
a. EMC Mortgage Corporation
b. Bear, Stearns & Co. Inc.
c. Bear, Stearns Securities Corp.
d. Bear Stearns Structured Products
e. Bear, Stearns International Limited
2. Depositor and any affiliate, including but not limited to:
a. Bear Stearns Asset Backed Securities I LLC
b. Structured Asset Mortgage Investments II Inc.
3. Bear Stearns ALT-A Trust 2006-5 and any affiliate
4. Citibank, N.A., as Trustee, and any affiliate
5. Significant obligor and any affiliate - None
6. Enhancement or support provider and any affiliate - None
7. 1100(d)(1) parties – any named party in the Securitization Transaction:
a. Cap Contract Provider: Bear Stearns Financial Products Inc., N.A.
b. Underwriter: Bear, Stearns & Co. Inc.
c. Servicers: Countrywide Home Loans Servicing LP; EMC Mortgage Corporation; EverHome Mortgage Company; First Horizon Home
Loan Corporation; GMAC Mortgage Corporation; GreenPoint Mortgage Company; HomeBanc Mortgage Corporation; HSBC Mortgage
Corporation (USA); IndyMac Bank, FSB; Mid America Bank, FSB; PHH Mortgage Corporation; U.S. Bank National Association;
Washington Mutual Bank
d. Master Servicer: Wells Fargo Bank, National Association
e. Unaffiliated Servicer of 20%: Countrywide Home Loans Servicing LP; EMC Mortgage Corporation
f. Originator of 10%: Countrywide Home Loans Servicing LP; EMC Mortgage Corporation
g. Securities Administrator: Wells Fargo Bank, National Association
h. Custodian: Wells Fargo Bank, National Association






                                                                                                                              EXHIBIT J



                                               FORM OF MORTGAGE LOAN PURCHASE AGREEMENT



                                                                 among


                                                       EMC MORTGAGE CORPORATION

                                                       as a Mortgage Loan Seller



                                                          MASTER FUNDING LLC

                                                       as a Mortgage Loan Seller


                                                                  and


                                             STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                                                             as Purchaser



                                                              Dated as of

                                                             July 31, 2006

                                             Structured Asset Mortgage Investments II Inc.
                                  Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates




                                                  TABLE OF CONTENTS
                                                                                                               Page

Section 1      Definitions........................................................................................2
Section 2      Purchase and Sale of the Mortgage Loans and Related Rights.........................................4
Section 3      Mortgage Loan Schedules............................................................................5
Section 4      Mortgage Loan Transfer.............................................................................5
Section 5      Examination of Mortgage Files......................................................................6
Section 6      Recordation of Assignments of Mortgage.............................................................8
Section 7      Representations and Warranties of Mortgage Loan Seller Concerning the
                            Mortgage Loans.......................................................................10
Section 8      Representations and Warranties Concerning EMC.....................................................14
Section 9      Representations and Warranties Concerning the Purchaser...........................................15
Section 10          Representations and Warranties Concerning Master Funding.....................................16
Section 11        Conditions to Closing..........................................................................17
Section 12        Fees and Expenses..............................................................................19
Section 13        Accountants' Letters...........................................................................20
Section 14        Indemnification................................................................................20
Section 15        Notices........................................................................................22
Section 16        Transfer of Mortgage Loans.....................................................................22
Section 17        Termination....................................................................................22
Section 18        Representations, Warranties and Agreements to Survive Delivery.................................23
Section 19        Severability...................................................................................23
Section 20        Counterparts...................................................................................23
Section 21        Amendment......................................................................................23
Section 22        Governing Law..................................................................................23
Section 23        Further Assurances.............................................................................23
Section 24        Successors and Assigns.........................................................................23
Section 25        The Mortgage Loan Seller and the Purchaser.....................................................24
Section 26        Entire Agreement...............................................................................24
Section 27        No Partnership.................................................................................24

EXHIBIT 1         CONTENTS OF MORTGAGE FILE.......................................................................1
EXHIBIT 2         MORTGAGE LOAN SCHEDULE..........................................................................2
EXHIBIT 3         MORTGAGE LOAN SELLER'S INFORMATION..............................................................4
EXHIBIT 4         PURCHASER'S INFORMATION.........................................................................5
EXHIBIT 5         SCHEDULE OF LOST NOTES..........................................................................6
EXHIBIT 6         Standard & Poor's LEVELS Glossary, Version 5.7 Revised......................................1
SCHEDULE A        REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES.................................................1
SCHEDULE B        Mortgage Loan Schedule..........................................................................1




                                               MORTGAGE LOAN PURCHASE AGREEMENT

                  MORTGAGE LOAN PURCHASE  AGREEMENT,  dated as of July 31, 2006, as amended and  supplemented by any and all amendments
hereto  (collectively,  the "Agreement"),  by and among EMC MORTGAGE  CORPORATION,  a Delaware  corporation ("EMC" or a "Mortgage Loan
Seller"),  MASTER FUNDING LLC, a Delaware limited  liability  company ("Master  Funding" or a "Mortgage Loan Seller," and together with
EMC, the "Mortgage Loan Sellers") and STRUCTURED ASSET MORTGAGE INVESTMENT II INC., a Delaware corporation (the "Purchaser").

                  Upon the terms and subject to the  conditions of this  Agreement,  each Mortgage Loan Seller agrees to sell,  and the
Purchaser  agrees to  purchase,  certain  conventional,  adjustable  rate,  first lien  mortgage  loans  secured  primarily  by one- to
four-family  residential  properties  (collectively,  the "Mortgage Loans") as described  herein.  The Purchaser intends to deposit the
Mortgage Loans into a trust fund (the "Trust Fund") and create Bear Stearns ALT-A Trust,  Mortgage  Pass-Through  Certificates,  Series
2006-5 (the  "Certificates"),  under a pooling and  servicing  agreement,  to be dated as of July 1, 2006 (the  "Pooling and Servicing
Agreement"),  among the Purchaser, as seller, Wells Fargo Bank, National Association,  as master servicer and securities administrator,
Citibank, N.A., as trustee (the "Trustee") and EMC Mortgage Corporation.

                  The Purchaser has filed with the Securities and Exchange  Commission (the  "Commission") a registration  statement on
Form S-3 (Number 333-132232) relating to its Mortgage  Pass-Through  Certificates and the offering of certain series thereof (including
certain classes of the  Certificates)  from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended,  and
the rules and regulations of the Commission  promulgated  thereunder (the  "Securities  Act").  Such  registration  statement,  when it
became  effective under the Securities Act, and the prospectus  relating to the public offering of certain classes of the  Certificates
by the Purchaser  (the "Public  Offering"),  as from time to time each is amended or  supplemented  pursuant to the  Securities  Act or
otherwise,  are referred to herein as the "Registration  Statement" and the  "Prospectus,"  respectively.  The "Prospectus  Supplement"
shall mean that  supplement,  dated July 31,  2006,  to the  Prospectus,  dated  March 28,  2006,  relating  to certain  classes of the
Certificates.  With respect to the Public Offering of certain classes of the Certificates,  the Purchaser and Bear,  Stearns & Co. Inc.
("Bear  Stearns")  have entered into a terms  agreement  dated as of July 31, 2006, to an  underwriting  agreement  dated May 12, 2006,
between the Purchaser and Bear Stearns (collectively, the "Underwriting Agreement").

                  Now,  therefore,  in  consideration  of the premises and the mutual  agreements set forth herein,  the parties hereto
agree as follows:

SECTION 1.        Definitions.  Certain terms are defined herein.  Capitalized  terms used herein but not defined herein shall have the
meanings specified in the Pooling and Servicing Agreement.  The following other terms are defined as follows:

                  Acquisition  Price:  With  respect  to EMC and the  sale  of the EMC  Mortgage  Loans,  cash in an  amount  equal  to
$          *                   (plus $              *         in accrued  interest)  and the  retained  certificates.  With  respect to
Master  Funding  and the sale of the  Master  Funding  Mortgage  Loans,  cash in an amount  equal to  $           *               (plus
$            *             in accrued interest).


____________________________________
*    Please contact Bear Stearns for pricing information.


                  Bear Stearns: Bear, Stearns & Co. Inc.

                  Closing Date: July 31, 2006.

                  Cut-off Date: July 1, 2006.

                  Cut-off Date Balance: Approximately $1,413,087,378.

                  Deleted Mortgage Loan:  A Mortgage Loan replaced or to be replaced by a Substitute Mortgage Loan.

                  Due Date:  With respect to each Mortgage Loan, the date in each month on which its Scheduled  Payment is due, if such
due date is the first day of a month,  and otherwise is deemed to be the first day of the following  month or such other date specified
in the related Servicing Agreement.

                  Master Funding  Mortgage Loans:  The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master
Funding is the applicable Mortgage Loan Seller.

                  Master Servicer: Wells Fargo Bank, National Association.

                  Moody's: Moody's Investors Service, Inc., or its successors in interest.

                  Mortgage:  The mortgage or deed of trust  creating a first lien on an interest in real  property  securing a Mortgage
Note.

                  Mortgage  File:  The items  referred to in Exhibit 1 pertaining  to a  particular  Mortgage  Loan and any  additional
documents required to be added to such documents pursuant to this Agreement or the Pooling and Servicing Agreement.

                  Mortgage Interest Rate: The annual rate of interest borne by a Mortgage Note as stated therein.

                  Mortgagor: The obligor(s) on a Mortgage Note.

                  Opinion of Counsel: A written opinion of counsel,  who may be counsel for the Mortgage Loan Sellers or the Purchaser,
reasonably acceptable to the Trustee.

                  Person: Any legal person,  including any individual,  corporation,  partnership,  joint venture,  association,  joint
stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

                  Purchase  Price:  With respect to any Mortgage Loan (or any property  acquired with respect  thereto)  required to be
purchased by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master  Funding)  pursuant to this  Agreement or Article
II of the Pooling and  Servicing  Agreement,  an amount equal to the sum of (i)(a) 100% of the  Outstanding  Principal  Balance of such
Mortgage  Loan as of the date of  repurchase  (or if the related  Mortgaged  Property was acquired  with respect  thereto,  100% of the
Outstanding  Principal  Balance at the date of the  acquisition),  plus (b) accrued but unpaid  interest on the  Outstanding  Principal
Balance at the related Mortgage  Interest Rate,  through and including the last day of the month of repurchase,  and reduced by (c) any
portion of the Master  Servicing  Compensation,  Monthly  Advances and advances  payable to the purchaser of the Mortgage Loan and (ii)
any costs and damages (if any) incurred by the Trust in connection  with any violation of such Mortgage Loan of any  anti-predatory  or
abusive lending laws.

                  Rating Agencies: Standard & Poor's and Moody's, each a "Rating Agency."

                  Securities Act: The Securities Act of 1933, as amended.

                  Security  Instrument:  A written  instrument  creating a valid first lien on a Mortgaged Property securing a Mortgage
Note,  which may be any  applicable  form of mortgage,  deed of trust,  deed to secure debt or security  deed,  including any riders or
addenda thereto.

                  Standard & Poor's:  Standard & Poor's  Ratings  Services,  a  division  of The  McGraw-Hill  Companies,  Inc.  or its
successors in interest.

                  Substitute  Mortgage  Loan: A mortgage loan  substituted  for a Deleted  Mortgage Loan which must meet on the date of
such substitution the requirements  stated herein and in the Pooling and Servicing  Agreement;  upon such  substitution,  such mortgage
loan shall be a "Mortgage Loan" hereunder.

                  Value: The value of the Mortgaged  Property at the time of origination of the related Mortgage Loan, such value being
the lesser of (i) the value of such property set forth in an appraisal  accepted by the  applicable  originator of the Mortgage Loan or
(ii) the sales price of such property at the time of origination.

SECTION 2.        Purchase and Sale of the Mortgage Loans and Related Rights.

(i)      Upon  satisfaction  of the  conditions  set forth in Section 11 hereof,  each  Mortgage  Loan Seller  agrees to sell,  and the
Purchaser  agrees to purchase  Mortgage  Loans having an aggregate  outstanding  principal  balance as of the Cut-off Date equal to the
Cut-off Date Balance.

(ii)     The closing for the  purchase and sale of the Mortgage  Loans and the closing for the issuance of the  Certificates  will take
place on the Closing  Date at the office of the  Purchaser's  counsel in New York,  New York or such other  place as the parties  shall
agree.

(iii)    Upon the  satisfaction of the conditions set forth in Section 11 hereof,  on the Closing Date, the Purchaser shall pay to each
respective  Mortgage Loan Seller the related  Acquisition Price for the Mortgage Loans sold by such Mortgage Loan Seller in immediately
available funds by wire transfer to such account or accounts as shall be designated by such Mortgage Loan Seller.

(iv)     In addition to the foregoing,  on the Closing Date each Mortgage Loan Seller assigns to the Purchaser all of its right,  title
and  interest in the  related  Servicing  Agreements  (other than its right to enforce the  representations  and  warranties  set forth
therein).

SECTION 3.        Mortgage Loan Schedules.  EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) agrees to
provide to the Purchaser as of the date hereof a preliminary  listing of the Mortgage Loans (the "Preliminary  Mortgage Loan Schedule")
setting  forth the  information  listed on Exhibit 2 to this  Agreement  with respect to each of the  Mortgage  Loans being sold by the
respective  Mortgage  Loan  Sellers.  If there are  changes to the  Preliminary  Mortgage  Loan  Schedule,  EMC (on its own behalf as a
Mortgage  Loan Seller and on behalf of Master  Funding)  shall  provide to the  Purchaser as of the Closing Date a final  schedule (the
"Final  Mortgage  Loan  Schedule")  setting forth the  information  listed on Exhibit 2 to this  Agreement  with respect to each of the
Mortgage  Loans being sold by each Mortgage Loan Seller to the  Purchaser.  The Final  Mortgage Loan Schedule shall be delivered to the
Purchaser on the Closing  Date,  shall be attached to an amendment to this  Agreement to be executed on the Closing Date by the parties
hereto and shall be in form and  substance  mutually  agreed to by EMC (on its own behalf as a  Mortgage  Loan  Seller and on behalf of
Master  Funding)  and the  Purchaser  (the  "Amendment").  If there are no changes  to the  Preliminary  Mortgage  Loan  Schedule,  the
Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.

SECTION 4.        Mortgage Loan Transfer.

(i)      The  Purchaser  will be entitled to all  scheduled  payments of principal  and  interest on the  Mortgage  Loans due after the
Cut-off Date (regardless of when actually collected) and all payments thereon,  other than scheduled  principal and interest,  received
after the  Cut-off  Date.  Each  Mortgage  Loan Seller will be entitled to all  scheduled  payments of  principal  and  interest on the
Mortgage  Loans sold by it to the Purchaser due on or before the Cut-off Date  (including  payments  collected  after the Cut-off Date)
and all payments  thereon,  other than  scheduled  principal  and  interest,  received on or before the Cut-off  Date.  Such  principal
amounts  and any  interest  thereon  belonging  to the related  Mortgage  Loan  Seller as  described  above will not be included in the
aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Final Mortgage Loan Schedule.

(ii)     Pursuant  to various  conveyance  documents  to be  executed on the  Closing  Date and  pursuant to the Pooling and  Servicing
Agreement,  the  Purchaser  will assign on the Closing Date all of its right,  title and  interest in and to the Mortgage  Loans to the
Trustee for the benefit of the  Certificateholders.  In  connection  with the  transfer and  assignment  of the  Mortgage  Loans,  each
Mortgage  Loan Seller has  delivered  or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as
is agreed to by the  Purchaser  and the  Mortgage  Loan  Seller  (each of the  Closing  Date and such  later date is  referred  to as a
"Mortgage File Delivery Date"), the items of each Mortgage File, provided,  however, that in lieu of the foregoing,  each Mortgage Loan
Seller may deliver the following  documents,  under the circumstances set forth below: (x) in lieu of the original Security Instrument,
assignments to the Trustee or intervening  assignments thereof which have been delivered,  are being delivered or will, upon receipt of
recording  information  relating to the Security  Instrument  required to be included  thereon,  be delivered to recording  offices for
recording  and have not been  returned to the Mortgage  Loan Seller in time to permit their  delivery as specified  above,  the related
Mortgage  Loan Seller may deliver a true copy thereof with a  certification  by such  Mortgage  Loan Seller,  on the face of such copy,
substantially  as follows:  "Certified to be a true and correct copy of the original,  which has been transmitted for recording" (y) in
lieu of the Security  Instrument,  assignments  to the Trustee or  intervening  assignments  thereof,  if the  applicable  jurisdiction
retains the originals of such documents (as evidenced by a  certification  from such Mortgage Loan Seller to such effect) such Mortgage
Loan Seller may deliver  photocopies  of such  documents  containing an original  certification  by the judicial or other  governmental
authority of the  jurisdiction  where such  documents  were  recorded;  and (z) in lieu of the Mortgage  Notes relating to the Mortgage
Loans,  each  identified in the list  delivered by the  Purchaser to the Trustee on the Closing Date and attached  hereto as Exhibit 5,
the related Mortgage Loan Seller may deliver lost note affidavits and indemnities of such Mortgage Loan Seller;  and provided  further,
however,  that in the case of Mortgage  Loans which have been  prepaid in full after the  Cut-off  Date and prior to the Closing  Date,
such Mortgage Loan Seller,  in lieu of delivering  the above  documents,  may deliver to the Trustee a  certification  by such Mortgage
Loan Seller or the Master  Servicer to such effect.  Each Mortgage Loan Seller shall deliver such  original  documents  (including  any
original  documents as to which certified  copies had previously been delivered) or such certified copies to the Trustee promptly after
they are  received.  EMC (on its own behalf as a Mortgage  Loan Seller and on behalf of Master  Funding)  shall cause the  Mortgage and
intervening  assignments,  if any,  and the  assignment  of the  Security  Instrument  to be recorded not later than 180 days after the
Closing Date, unless such assignment is not required to be recorded under the terms set forth in Section 6(i) hereof.

(iii)    Each Mortgage Loan Seller and the Purchaser  acknowledge  hereunder that all of the Mortgage  Loans and the related  servicing
will ultimately be assigned to Citibank, N.A., as Trustee for the benefit of the Certificateholders, on the date hereof.

SECTION 5.        Examination of Mortgage Files.

(i)      On or before the Mortgage File Delivery Date,  each Mortgage Loan Seller will have made the related  Mortgage Files  available
to the  Purchaser or its agent for  examination  which may be at the offices of the Trustee or such  Mortgage  Loan Seller  and/or such
Mortgage  Loan  Seller's  custodian.  The fact that the  Purchaser  or its agent has  conducted or has failed to conduct any partial or
complete  examination of the related Mortgage Files shall not affect the Purchaser's  rights to demand cure,  repurchase,  substitution
or other relief as provided in this  Agreement.  In  furtherance  of the  foregoing,  each  Mortgage Loan Seller shall make the related
Mortgage  Files  available to the  Purchaser or its agent from time to time so as to permit the Purchaser to confirm such Mortgage Loan
Seller's  compliance  with the delivery and  recordation  requirements  of this Agreement and the Pooling and Servicing  Agreement.  In
addition,  upon  request of the  Purchaser,  each  Mortgage  Loan Seller  agrees to provide to the  Purchaser,  Bear Stearns and to any
investors or  prospective  investors in the  Certificates  information  regarding the Mortgage Loans and their  servicing,  to make the
related  Mortgage Files available to the Purchaser,  Bear Stearns and to such investors or prospective  investors  (which may be at the
offices of such  Mortgage Loan Seller and/or such Mortgage Loan  Seller's  custodian)  and to make  available  personnel  knowledgeable
about the related Mortgage Loans for discussions  with the Purchaser,  Bear Stearns and such investors or prospective  investors,  upon
reasonable  request during regular  business  hours,  sufficient to permit the Purchaser,  Bear Stearns and such investors or potential
investors to conduct such due diligence as any such party reasonably believes is appropriate.

(ii)     Pursuant to the Pooling and Servicing Agreement,  on the Closing Date the Trustee, for the benefit of the  Certificateholders,
will  review or cause the  Custodian  to review  items of the  Mortgage  Files as set forth on Exhibit 1 and will  deliver or cause the
Custodian to deliver to EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) an initial  certification  in
the form attached as Exhibit One to the Custodial Agreement.

(iii)    Pursuant to the Pooling and Servicing  Agreement,  within 90 days of the Closing Date,  the Trustee will review or shall cause
the  Custodian  to review  items of the  Mortgage  Files as set  forth on  Exhibit 1 and will  deliver  to EMC (on its own  behalf as a
Mortgage Loan Seller and on behalf of Master Funding) and the Master  Servicer an interim  certification  substantially  in the form of
Exhibit Two to the Custodial Agreement.

(iv)     Pursuant to the Pooling and  Servicing  Agreement,  within 180 days of the Closing Date (or,  with  respect to any  Substitute
Mortgage  Loan,  within five Business Days after the receipt by the Trustee or Custodian  thereof) the Trustee will review or cause the
Custodian  to review  items of the  Mortgage  Files as set forth on Exhibit 1 and will  deliver to EMC and the Master  Servicer a final
certification  substantially  in the form of Exhibit Three to the Custodial  Agreement.  If the Trustee (or the Custodian as its agent)
is unable to deliver a final  certification with respect to the items listed in Exhibit 1 due to any document that is missing,  has not
been  executed,  is unrelated,  determined on the basis of the  Mortgagor  name,  original  principal  balance and loan number,  to the
Mortgage  Loans  identified  in the Final  Mortgage  Loan  Schedule or appears to be defective on its face (a "Material  Defect"),  the
Trustee or the Custodian,  as its agent,  shall promptly notify EMC of such Material Defect.  EMC (on its own behalf as a Mortgage Loan
Seller and on behalf of Master  Funding)  shall  correct or cure any such  Material  Defect within 90 days from the date of notice from
the Trustee or the  Custodian,  as its agent,  of the  Material  Defect and if EMC (on its own behalf as a Mortgage  Loan Seller and on
behalf of Master  Funding) does not correct or cure such Material  Defect within such period and such defect  materially  and adversely
affects the interests of the  Certificateholders  in the related Mortgage Loan, EMC (on its own behalf as a Mortgage Loan Seller and on
behalf of Master  Funding)  will, in accordance  with the terms of the Pooling and Servicing  Agreement,  within 90 days of the date of
notice,  provide  the Trustee  with a  Substitute  Mortgage  Loan (if within two years of the  Closing  Date) or  purchase  the related
Mortgage  Loan at the  applicable  Purchase  Price;  provided  that,  if such defect would cause the  Mortgage  Loan to be other than a
"qualified  mortgage" as defined in Section  860G(a)(3) of the Code,  any such cure,  repurchase or  substitution  must occur within 90
days from the date such breach was discovered;  provided,  however,  that if such defect relates solely to the inability of EMC (on its
own behalf as a Mortgage  Loan Seller and on behalf of Master  Funding) to deliver the  original  security  instrument  or  intervening
assignments  thereof,  or a certified copy because the originals of such documents,  or a certified copy, have not been returned by the
applicable  jurisdiction,  EMC shall not be required to purchase such Mortgage Loan if EMC (on its own behalf as a Mortgage Loan Seller
and on behalf of Master Funding) delivers such original  documents or certified copy promptly upon receipt,  but in no event later than
360 days after the Closing Date.  The  foregoing  repurchase  obligation  shall not apply in the event that EMC (on its own behalf as a
Mortgage Loan Seller and on behalf of Master  Funding)cannot  deliver such original or copy of any document  submitted for recording to
the appropriate  recording office in the applicable  jurisdiction because such document has not been returned by such office;  provided
that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master  Funding)  shall instead  deliver a recording  receipt of
such recording  office or, if such receipt is not  available,  a certificate of EMC (on its own behalf as a Mortgage Loan Seller and on
behalf of Master Funding) or a Servicing Officer  confirming that such documents have been accepted for recording,  and delivery to the
Trustee or the Custodian,  as its agent,  shall be effected by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master
Funding) within thirty days of its receipt of the original recorded document.

(v)      At the time of any  substitution,  EMC (on its own behalf as a Mortgage  Loan  Seller and on behalf of Master  Funding)  shall
deliver or cause to be  delivered  the  Substitute  Mortgage  Loan,  the related  Mortgage  File and any other  documents  and payments
required to be  delivered  in  connection  with a  substitution  pursuant to the Pooling and  Servicing  Agreement.  At the time of any
purchase  or  substitution,  the Trustee  shall (i) assign to EMC (on its own behalf as a Mortgage  Loan Seller and on behalf of Master
Funding) and release or cause the Custodian to release the documents  (including,  but not limited to, the Mortgage,  Mortgage Note and
other  contents of the Mortgage File) in its  possession or in the  possession of the Custodian  relating to the Deleted  Mortgage Loan
and (ii) execute and deliver such instruments of transfer or assignment,  in each case without recourse,  as shall be necessary to vest
in EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) title to such Deleted Mortgage Loan.

SECTION 6.        Recordation of Assignments of Mortgage.

(i)      EMC (on its own behalf as a Mortgage  Loan Seller and on behalf of Master  Funding)  shall,  promptly  after the Closing Date,
cause each  Mortgage and each  assignment of Mortgage from the Mortgage  Loan Sellers to the Trustee,  and all  unrecorded  intervening
assignments,  if any,  delivered on or prior to the Closing Date, to be recorded in all recording  offices in the  jurisdictions  where
the related  Mortgaged  Properties  are located;  provided,  however,  EMC (on its own behalf as a Mortgage Loan Seller or on behalf of
Master Funding) need not cause to be recorded any assignment  which relates to a Mortgage Loan if (a) such  recordation is not required
by the Rating  Agencies or an Opinion of Counsel has been provided to the Trustee which states that the  recordation of such assignment
is not  necessary  to protect the  Trustee's  interest in the related  Mortgage  Loan or (b) MERS is  identified  on the  Mortgage or a
properly  recorded  assignment  of the  Mortgage,  as the  mortgagee of record  solely as nominee for the Mortgage  Loan Seller and its
successors and assigns;  provided,  however,  notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall
be  submitted  for  recording  by EMC (on its own  behalf as a Mortgage  Loan  Seller  and on behalf of Master  Funding)  in the manner
described above, at no expense to the Trust Fund or Trustee,  upon the earliest to occur of (i) reasonable  direction by the Holders of
Certificates  evidencing  Fractional Undivided Interests aggregating not less than 25% of the Trust, (ii) the occurrence of an Event of
Default,  (iii) the  occurrence  of a  bankruptcy,  insolvency or  foreclosure  relating to EMC and (iv) the  occurrence of a servicing
transfer as described in Section 8.02 of the Pooling and Servicing Agreement.

                  While each such  Mortgage or assignment is being  recorded,  if necessary,  EMC (on its own behalf as a Mortgage Loan
Seller  and on behalf of Master  Funding)  shall  leave or cause to be left with the  Trustee  a  certified  copy of such  Mortgage  or
assignment.  In the event  that,  within 180 days of the  Closing  Date,  the  Trustee  has not been  provided an Opinion of Counsel as
described above or received  evidence of recording with respect to each Mortgage Loan delivered to the Purchaser  pursuant to the terms
hereof or as set forth  above,  the failure to provide  evidence  of  recording  or such  Opinion of Counsel  (in the  alternative,  if
required) shall be considered a Material  Defect,  and the provisions of Section 5(iii) and (iv) shall apply.  All customary  recording
fees and reasonable  expenses  relating to the recordation of the assignments of Mortgage to the Trustee or the Opinion of Counsel,  as
the case may be, shall be borne by EMC.

(ii)     It is the express  intent of the parties  hereto that the conveyance of the Mortgage Loans by each Mortgage Loan Seller to the
Purchaser,  as  contemplated  by this  Agreement be, and be treated as, a sale. It is,  further,  not the intention of the parties that
such  conveyance  be deemed a pledge of the  Mortgage  Loans by such  Mortgage  Loan Seller to the  Purchaser to secure a debt or other
obligation of that Mortgage Loan Seller.  However,  in the event that,  notwithstanding  the intent of the parties,  the Mortgage Loans
are held by a court of competent  jurisdiction  to continue to be property of such Mortgage Loan Seller,  then (a) this Agreement shall
also be deemed to be a security  agreement  within the meaning of Articles 8 and 9 of the applicable  Uniform  Commercial Code; (b) the
transfer of the Mortgage  Loans  provided for herein shall be deemed to be a grant by such  Mortgage  Loan Seller to the Purchaser of a
security  interest in all of such  Mortgage  Loan  Seller's  right,  title and  interest in and to the  Mortgage  Loans and all amounts
payable to the holders of the Mortgage  Loans in  accordance  with the terms thereof and all proceeds of the  conversion,  voluntary or
involuntary,  of the foregoing into cash,  instruments,  securities or other  property,  to the extent the Purchaser would otherwise be
entitled to own such Mortgage Loans and proceeds pursuant to Section 4 hereof,  including all amounts,  other than investment earnings,
from time to time held or invested in any accounts  created  pursuant to the Pooling and  Servicing  Agreement,  whether in the form of
cash,  instruments,  securities or other property;  (c) the possession by the Purchaser or the Trustee of Mortgage Notes and such other
items of property as constitute  instruments,  money,  negotiable  documents or chattel paper shall be deemed to be  "possession by the
secured party" for purposes of perfecting the security interest  pursuant to Section 9-313 (or comparable  provision) of the applicable
Uniform Commercial Code; and (d) notifications to persons holding such property,  and  acknowledgments,  receipts or confirmations from
persons  holding such property,  shall be deemed  notifications  to, or  acknowledgments,  receipts or  confirmations  from,  financial
intermediaries,  bailees or agents (as  applicable)  of the  Purchaser  for the purpose of  perfecting  such  security  interest  under
applicable  law.  Any  assignment  of the interest of the  Purchaser  pursuant to any  provision  hereof or pursuant to the Pooling and
Servicing  Agreement  shall also be deemed to be an assignment of any security  interest  created  hereby.  EMC (on its own behalf as a
Mortgage Loan Seller and on behalf of Master  Funding) and the Purchaser  shall, to the extent  consistent  with this  Agreement,  take
such  actions as may be  reasonably  necessary  to ensure  that,  if this  Agreement  were deemed to create a security  interest in the
Mortgage Loans, such security  interest would be deemed to be a perfected  security interest of first priority under applicable law and
will be maintained as such throughout the term of the Pooling and Servicing Agreement.

SECTION 7.        Representations  and Warranties of Mortgage Loan Seller  Concerning  the Mortgage  Loans.  EMC hereby  represents and
warrants to the  Purchaser  as of the Closing  Date or such other date as may be specified  below with  respect to each  Mortgage  Loan
being sold by it:

                  (i)      the information set forth in the Mortgage Loan Schedule hereto is true and correct in all material respects;

                  (ii)     immediately  prior to the transfer to the Purchaser,  the related Mortgage Loan Seller was the sole owner of
beneficial  title and holder of each  Mortgage and Mortgage  Note  relating to the  Mortgage  Loans and is conveying  the same free and
clear of any and all liens, claims,  encumbrances,  participation  interests,  equities,  pledges, charges or security interests of any
nature and such Mortgage Loan Seller has full right and authority to sell or assign the same pursuant to this Agreement;

                  (iii)   each  Mortgage Loan at the time it was made complied in all material  respects  with all  applicable  local,
state and federal laws and regulations,  including, without limitation, usury, equal credit opportunity,  disclosure and recording laws
and all applicable  anti-predatory,  abusive and fair lending laws;  and each Mortgage Loan has been serviced in all material  respects
in accordance with all applicable local, state and federal laws and regulations,  including,  without  limitation,  usury, equal credit
opportunity,  disclosure  and  recording  laws and all  applicable  anti-predatory,  abusive and fair lending laws and the terms of the
related Mortgage Note, the Mortgage and other loan documents;

                  (iv)    there is no monetary  default  existing  under any  Mortgage or the  related  Mortgage  Note and there is no
material  event  which,  with the passage of time or with notice and the  expiration  of any grace or cure period,  would  constitute a
default,  breach or event of acceleration;  and neither the related Mortgage Loan Seller, any of its affiliates nor any servicer of any
related  Mortgage  Loan has taken any  action to waive any  default,  breach or event of  acceleration;  and no  foreclosure  action is
threatened or has been commenced with respect to the Mortgage Loan;

                  (v)     the terms of the Mortgage Note and the Mortgage have not been impaired,  waived,  altered or modified in any
respect,  except by written  instruments,  (i) if required by law in the jurisdiction where the Mortgaged Property is located,  or (ii)
to protect the interests of the Trustee on behalf of the Certificateholders;

                  (vi)    no  selection  procedure  reasonably  believed  by the  related  Mortgage  Loan  Seller to be adverse to the
interests of the Certificateholders was utilized in selecting the Mortgage Loans;

                  (vii)   each Mortgage is a valid and enforceable  first lien on the property  securing the related Mortgage Note and
each  Mortgaged  Property is owned by the  Mortgagor in fee simple  (except  with respect to common areas in the case of  condominiums,
PUDs and de minimis  PUDs) or by  leasehold  for a term longer than the term of the related  Mortgage,  subject only to (i) the lien of
current real property taxes and assessments,  (ii) covenants,  conditions and restrictions,  rights of way, easements and other matters
of public record as of the date of recording of such  Mortgage,  such  exceptions  being  acceptable to mortgage  lending  institutions
generally or  specifically  reflected in the appraisal  obtained in connection  with the  origination  of the related  Mortgage Loan or
referred to in the lender's title  insurance  policy  delivered to the originator of the related  Mortgage Loan and (iii) other matters
to which like  properties  are commonly  subject which do not  materially  interfere  with the benefits of the security  intended to be
provided by such Mortgage;

                  (viii)   there is no  mechanics'  lien or claim for work,  labor or material  affecting  the premises  subject to any
Mortgage  which is or may be a lien prior to, or equal with,  the lien of such Mortgage  except those which are insured  against by the
title insurance policy referred to in (xiii) below;

                  (ix)     there was no delinquent tax or assessment  lien against the property  subject to any Mortgage,  except where
such lien was being contested in good faith and a stay had been granted against levying on the property;

                  (x)      there  is no valid  offset,  defense  or  counterclaim  to any  Mortgage  Note or  Mortgage,  including  the
obligation of the Mortgagor to pay the unpaid principal and interest on such Mortgage Note;

                  (xi)     the physical  property subject to any Mortgage is free of material damage and is in good repair and there is
no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property;

                  (xii)    the Mortgaged  Property and all improvements  thereon comply with all requirements of any applicable  zoning
and subdivision laws and ordinances;

                  (xiii)   a  lender's  title  insurance  policy  (on an ALTA or CLTA  form) or  binder,  or other  assurance  of title
customary in the relevant  jurisdiction  therefor in a form  acceptable  to Fannie Mae or Freddie Mac, was issued on the date that each
Mortgage  Loan was created by a title  insurance  company  which,  to the best of the related  Mortgage Loan  Seller's  knowledge,  was
qualified to do business in the jurisdiction  where the related Mortgaged  Property is located,  insuring such Mortgage Loan Seller and
its  successors  and assigns that the Mortgage is a first  priority lien on the related  Mortgaged  Property in the original  principal
amount of the Mortgage  Loan.  The related  Mortgage Loan Seller is the sole insured under such lender's title  insurance  policy,  and
such  policy,  binder or  assurance is valid and remains in full force and effect,  and each such  policy,  binder or  assurance  shall
contain all applicable endorsements including a negative amortization endorsement, if applicable;

                  (xiv)   at the time of origination,  each Mortgaged  Property was the subject of an appraisal which conformed to the
underwriting  requirements  of the  originator of the Mortgage Loan and the appraisal is in a form  acceptable to Fannie Mae or Freddie
Mac;

                  (xv)    the  improvements  on each Mortgaged  Property  securing a Mortgage Loan are insured (by an insurer which is
acceptable  to the related  Mortgage  Loan  Seller)  against  loss by fire and such  hazards as are covered  under a standard  extended
coverage  endorsement in the locale in which the Mortgaged  Property is located,  in an amount which is not less than the lesser of the
maximum  insurable value of the  improvements  securing such Mortgage Loan or the outstanding  principal  balance of the Mortgage Loan,
but in no event in an amount  less than an amount  that is  required to prevent  the  Mortgagor  from being  deemed to be a  co-insurer
thereunder;  if the  improvement  on the Mortgaged  Property is a condominium  unit,  it is included  under the coverage  afforded by a
blanket policy for the  condominium  project;  if upon  origination of the related  Mortgage  Loan, the  improvements  on the Mortgaged
Property  were in an area  identified  as a  federally  designated  flood  area,  a flood  insurance  policy  is in effect in an amount
representing  coverage not less than the least of (i) the outstanding  principal balance of the Mortgage Loan, (ii) the restorable cost
of  improvements  located on such  Mortgaged  Property or (iii) the maximum  coverage  available  under  federal law; and each Mortgage
obligates the Mortgagor thereunder to maintain the insurance referred to above at the Mortgagor's cost and expense;

                  (xvi)   each Mortgage Loan constitutes a "qualified  mortgage" under Section  860G(a)(3)(A) of the Code and Treasury
Regulations  Section  1.860G-2(a)(1),  (2),  (4),  (5), (6), (7) and (9) without  reliance on the  provisions  of Treasury  Regulations
Section  1.860G-2(a)(3) or Treasury  Regulations  Section  1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be
treated as a  "qualified  mortgage"  notwithstanding  its failure to meet the  requirements  of Section  860G(a)(3)(A)  of the Code and
Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);

                  (xvii)  each Mortgage Loan was originated (a)  by a savings and loan  association,  savings bank,  commercial  bank,
credit union,  insurance  company or similar  institution  that is supervised  and examined by a federal or state  authority,  (b) by a
mortgagee  approved by the  Secretary  of HUD pursuant to Sections  203 and 211 of the  National  Housing Act, as amended,  or (c) by a
mortgage  broker or  correspondent  lender in a manner such that the related  Mortgage  Loan would be regarded  for purposes of Section
3(a)(41) of the Securities  Exchange Act of 1934, as amended,  as having been  originated by an entity  described in clauses (a) or (b)
above;

                  (xviii)  none of the Mortgage  Loans are (a) loans  subject to 12 CFR Part 226.31,  12 CFR Part 226.32 or 12 CFR Part
226.34 of Regulation Z, the regulation  implementing  TILA, which  implements the Home Ownership and Equity  Protection Act of 1994, as
amended or (b) "high cost home,"  "covered"  (excluding  home loans  defined as "covered  home loans" in the New Jersey Home  Ownership
Security Act of 2002 that were  originated  between  November 26, 2003 and July 7, 2004),  "high risk home" or "predatory"  loans under
any  applicable  state,  federal  or local law (or a  similarly  classified  loan  using  different  terminology  under a law  imposing
heightened  regulatory scrutiny or additional legal liability for residential  mortgage loans having high interest rates, points and/or
fees);

                  (xix)   no Mortgage  Loan (a) is a "high cost loan" or "covered  loan" as  applicable  (as such terms are defined in
the then  current  version of Standard & Poor's  LEVELS®  Glossary in effect as of the date  hereof,  Appendix  E,  attached  hereto as
Exhibit 6) or (b) was originated on or after October 1, 2002 through March 6, 2003 and is governed by the Georgia Fair Lending Act;

                  (xx)    the information  set forth in Schedule A of the Prospectus  Supplement with respect to the Mortgage Loans is
true and correct in all material respects;

                  (xxiii) each Mortgage Loan was originated in accordance with the underwriting guidelines of the related originator;

                  (xxiv)  each  original  Mortgage has been  recorded or is in the process of being  recorded in  accordance  with the
requirements  of Section 2.01 of the Pooling and Servicing  Agreement in the  appropriate  jurisdictions  wherein such  recordation  is
required to perfect the lien thereof for the benefit of the Trust Fund;

                  (xxv)   the related  Mortgage File contains  each of the  documents  and  instruments  listed in Section 2.01 of the
Pooling and Servicing Agreement, subject to any exceptions, substitutions and qualifications as are set forth in such Section;

                  (xxvi)  the Mortgage Loans are currently being serviced in accordance with accepted servicing practices; and

                  (xxvii) with respect to each Mortgage Loan that has a prepayment  penalty  feature,  each such prepayment  penalty is
enforceable  and will be enforced by the related  Mortgage Loan Seller and each  prepayment  penalty is permitted  pursuant to federal,
state and local law.  In  addition,  with respect to each  Mortgage  Loan (i) no Mortgage  Loan will impose a prepayment  penalty for a
term in excess of five years from the date such  Mortgage Loan was  originated  and (ii) such  prepayment  penalty is at least equal to
the lesser of (A) the maximum amount permitted under  applicable law and (B) six months interest at the related Mortgage  Interest Rate
on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan.

                  It is understood  and agreed that the  representations  and  warranties set forth in this Section 7 will inure to the
benefit of the Purchaser,  its successors and assigns,  notwithstanding  any restrictive or qualified  endorsement on any Mortgage Note
or assignment of Mortgage or the  examination  of any Mortgage File.  Upon any  substitution  for a Mortgage Loan, the  representations
and  warranties set forth above shall be deemed to be made by the related  Mortgage Loan Seller as to any  Substitute  Mortgage Loan as
of the date of substitution.

                  Upon  discovery  or receipt of notice by EMC,  the  Purchaser  or the  Trustee of a breach of any  representation  or
warranty of EMC set forth in this Section 7 which  materially and adversely  affects the value of the interests of the  Purchaser,  the
Certificateholders  or the Trustee in any of the  Mortgage  Loans  delivered to the  Purchaser  pursuant to this  Agreement,  the party
discovering  or receiving  notice of such breach shall give prompt  written  notice to the others.  In the case of any such breach of a
representation  or warranty  set forth in this Section 7, within 90 days from the date of discovery by EMC, or the date EMC is notified
by the party discovering or receiving notice of such breach  (whichever occurs earlier),  EMC will (i) cure such breach in all material
respects,  (ii) purchase the affected Mortgage Loan at the applicable  Purchase Price or (iii) if within two years of the Closing Date,
substitute a qualifying  Substitute  Mortgage Loan in exchange for such Mortgage  Loan;  provided  that, (A) in the case of a breach of
the  representation  and warranty  concerning  the Mortgage Loan Schedule  contained in clause (i) of this Section 7, if such breach is
material and relates to any field on the Mortgage Loan Schedule which  identifies any Prepayment  Charge or (B) in the case of a breach
of the  representation  contained in clause  (xxvii) of this Section 7, then, in each case,  in lieu of  purchasing  such Mortgage Loan
from the Trust Fund at the Purchase Price, EMC shall pay the amount of the Prepayment  Charge (net of any amount  previously  collected
by or paid to the Trust Fund in respect of such  Prepayment  Charge)  from its own funds and  without  reimbursement  thereof,  and EMC
shall have no obligation to repurchase or substitute  for such Mortgage Loan.  The  obligations of EMC to cure,  purchase or substitute
a qualifying Substitute Mortgage Loan shall constitute the Purchaser's,  the Trustee's and the  Certificateholder's  sole and exclusive
remedies  under this  Agreement or  otherwise  respecting  a breach of  representations  or  warranties  hereunder  with respect to the
Mortgage  Loans,  except for the  obligation of EMC to indemnify the Purchaser for such breach as set forth in and limited by Section 4
hereof.  It is understood by the parties  hereto that a breach of the  representations  and warranties  made in any of clause  (xviii),
(xix)(b),  (xxi),  (xxii),  (xxviii)  through (xxxvi) of this Section 7 will be deemed to materially and adversely  affect the value of
the interests of the Purchaser, the Certificateholders or the Trustee in the related Mortgage Loan.

                  Any cause of action against EMC relating to or arising out of a breach by EMC of any  representations  and warranties
made in this Section 7 shall accrue as to any Mortgage  Loan upon  (i) discovery  of such breach by EMC or notice  thereof by the party
discovering  such  breach and  (ii) failure  by EMC to cure such  breach,  purchase  such  Mortgage  Loan or  substitute  a  qualifying
Substitute Mortgage Loan pursuant to the terms hereof.

SECTION 8.        Representations  and Warranties  Concerning EMC. As of the date hereof and as of the Closing Date, EMC represents and
warrants to the Purchaser as to itself in the capacity indicated as follows:

(i)      EMC (i) is a corporation  duly  organized,  validly  existing and in good standing under the laws of the State of Delaware and
(ii) is qualified and in good standing to do business in each  jurisdiction  where such  qualification  is necessary,  except where the
failure so to qualify would not reasonably be expected to have a material  adverse  effect on EMC's business as presently  conducted or
on EMC's ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(ii)     EMC has full  corporate  power to own its  property,  to carry on its  business as presently  conducted  and to enter into and
perform its obligations under this Agreement;

(iii)    the execution and delivery by EMC of this Agreement has been duly  authorized by all necessary  action on the part of EMC; and
neither the execution and delivery of this Agreement,  nor the consummation of the  transactions  herein  contemplated,  nor compliance
with the provisions  hereof,  will conflict with or result in a breach of, or constitute a default under,  any of the provisions of any
law,  governmental  rule,  regulation,  judgment,  decree or order  binding on EMC or its  properties or the charter or by-laws of EMC,
except  those  conflicts,  breaches  or defaults  which would not  reasonably  be expected to have a material  adverse  effect on EMC's
ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(iv)     the execution,  delivery and  performance  by EMC of this  Agreement and the  consummation  of the  transactions  contemplated
hereby do not require the consent or approval  of, the giving of notice to, the  registration  with,  or the taking of any other action
in respect of, any state, federal or other governmental authority or agency, except those consents, approvals,  notices,  registrations
or other actions as have already been obtained,  given or made and, in connection  with the  recordation  of the  Mortgages,  powers of
attorney or assignments of Mortgages not yet completed;

(v)      this  Agreement  has been duly executed and delivered by EMC and,  assuming due  authorization,  execution and delivery by the
Purchaser,  constitutes  a valid and  binding  obligation  of EMC  enforceable  against it in  accordance  with its terms  (subject  to
applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);

(vi)     there are no actions,  suits or  proceedings  pending or, to the knowledge of EMC,  threatened  against EMC,  before or by any
court,  administrative  agency,  arbitrator  or  governmental  body (i) with respect to any of the  transactions  contemplated  by this
Agreement  or  (ii) with  respect to any other  matter  which in the  judgment of EMC could  reasonably  be  expected to be  determined
adversely to EMC and if determined  adversely to EMC materially  and adversely  affect EMC's ability to perform its  obligations  under
this Agreement;  and EMC is not in default with respect to any order of any court,  administrative  agency,  arbitrator or governmental
body so as to materially and adversely affect the transactions contemplated by this Agreement; and

(vii)    the Mortgage Loan Sellers'  Information  (identified in Exhibit 3 hereof) does not include any untrue  statement of a material
fact or omit to state a material fact necessary in order to make the statements  made, in light of the  circumstances  under which they
were made, not misleading.

SECTION 9.        Representations  and  Warranties  Concerning  the  Purchaser.  As of the date hereof and as of the Closing Date,  the
Purchaser represents and warrants to the Mortgage Loan Sellers as follows:

(i)      the Purchaser (i) is a limited liability  company duly organized,  validly existing and in good standing under the laws of the
State of  Delaware  and (ii) is  qualified  and in good  standing  to do  business in each  jurisdiction  where such  qualification  is
necessary,  except  where the  failure so to  qualify  would not  reasonably  be  expected  to have a  material  adverse  effect on the
Purchaser's  business  as  presently  conducted  or on the  Purchaser's  ability to enter into this  Agreement  and to  consummate  the
transactions contemplated hereby;

(ii)     the  Purchaser has full  corporate  power to own its  property,  to carry on its business as presently  conducted and to enter
into and perform its obligations under this Agreement;

(iii)    the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary  corporate  action on
the part of the Purchaser;  and neither the execution and delivery of this Agreement,  nor the consummation of the transactions  herein
contemplated,  nor compliance with the provisions  hereof,  will conflict with or result in a breach of, or constitute a default under,
any of the provisions of any law, governmental rule, regulation,  judgment,  decree or order binding on the Purchaser or its properties
or the certificate of formation or limited liability company agreement of the Purchaser,  except those conflicts,  breaches or defaults
which would not reasonably be expected to have a material  adverse effect on the  Purchaser's  ability to enter into this Agreement and
to consummate the transactions contemplated hereby;

(iv)     the  execution,  delivery and  performance  by the  Purchaser  of this  Agreement  and the  consummation  of the  transactions
contemplated  hereby do not require the consent or approval of, the giving of notice to, the  registration  with,  or the taking of any
other action in respect of, any state, federal or other governmental  authority or agency, except those consents,  approvals,  notices,
registrations or other actions as have already been obtained, given or made;

(v)      this Agreement has been duly executed and delivered by the Purchaser and, assuming due  authorization,  execution and delivery
by the Mortgage Loan Sellers,  constitutes a valid and binding  obligation of the Purchaser  enforceable  against it in accordance with
its terms  (subject to applicable  bankruptcy and  insolvency  laws and other similar laws  affecting the  enforcement of the rights of
creditors generally);

(vi)     there are no actions,  suits or proceedings  pending or, to the knowledge of the Purchaser,  threatened against the Purchaser,
before  or by any  court,  administrative  agency,  arbitrator  or  governmental  body  (i)  with  respect  to any of the  transactions
contemplated  by this  Agreement or (ii) with respect to any other matter  which in the judgment of the  Purchaser  will be  determined
adversely to the Purchaser and will if determined  adversely to the Purchaser  materially and adversely affect the Purchaser's  ability
to  perform  its  obligations  under this  Agreement;  and the  Purchaser  is not in  default  with  respect to any order of any court,
administrative agency,  arbitrator or governmental body so as to materially and adversely affect the transactions  contemplated by this
Agreement; and

(vii)    the  Purchaser's  Information  (identified  in Exhibit 4 hereof) does not include any untrue  statement of a material  fact or
omit to state a material  fact  necessary in order to make the  statements  made, in light of the  circumstances  under which they were
made, not misleading.

SECTION 10.       Representations  and Warranties  Concerning Master Funding.  As of the date hereof and as of the Closing Date, Master
Funding represents and warrants to EMC and the Purchaser as follows:

(i)      Master Funding (i) is a limited  liability  company duly  organized,  validly  existing and in good standing under the laws of
the State of Delaware  and (ii) is qualified  and in good  standing to do business in each  jurisdiction  where such  qualification  is
necessary,  except  where the  failure so to qualify  would not  reasonably  be expected  to have a material  adverse  effect on Master
Funding's  business  as  presently  conducted  or on Master  Funding's  ability  to enter into this  Agreement  and to  consummate  the
transactions contemplated hereby;

(ii)     Master  Funding has full power to own its  property,  to carry on its  business as presently  conducted  and to enter into and
perform its obligations under this Agreement;

(iii)    The execution and delivery by Master  Funding of this Agreement has been duly  authorized by all necessary  action on the part
of Master  Funding;  and neither the  execution  and  delivery of this  Agreement,  nor the  consummation  of the  transactions  herein
contemplated,  nor  compliance  with the  provisions  hereof or thereof,  will  conflict with or result in a breach of, or constitute a
default under, any of the provisions of any law,  governmental rule,  regulation,  judgment,  decree or order binding on Master Funding
or its properties or the written consent of the sole member or limited  liability  company  agreement of Master  Funding,  except those
conflicts,  breaches or defaults which would not reasonably be expected to have a material adverse effect on Master  Funding's  ability
to enter into this Agreement and to consummate the transactions contemplated hereby;

(iv)     The  execution,  delivery and  performance  by Master  Funding of this  Agreement  and the  consummation  of the  transactions
contemplated  hereby do not require the consent or approval of, the giving of notice to, the  registration  with,  or the taking of any
other action in respect of, any state, federal or other governmental  authority or agency, except those consents,  approvals,  notices,
registrations  or other actions as have already been obtained,  given or made and, in connection with the recordation of the Mortgages,
powers of attorney or assignments of Mortgages not yet completed;

(v)      This  Agreement  has been duly  executed and  delivered by Master  Funding and,  assuming  due  authorization,  execution  and
delivery by the Purchaser or the parties thereto,  constitutes a valid and binding obligation of Master Funding  enforceable against it
in accordance  with its terms (subject to applicable  bankruptcy and insolvency  laws and other similar laws affecting the  enforcement
of the rights of creditors generally); and

(vi)     There are no  actions,  suits or  proceedings  pending or, to the  knowledge  of Master  Funding,  threatened  against  Master
Funding,  before or by any court,  administrative  agency,  arbitrator or governmental body (a) with respect to any of the transactions
contemplated  by this  Agreement or (b) with respect to any other matter which in the judgment of Master  Funding  could  reasonably be
expected to be determined  adversely to Master Funding and if determined  adversely to Master Funding  materially and adversely  affect
Master  Funding's  ability to perform its obligations  under this  Agreement;  and Master Funding is not in default with respect to any
order of any court,  administrative  agency,  arbitrator or governmental body so as to materially and adversely affect the transactions
contemplated by this Agreement.

SECTION 11.       Conditions to Closing.

(1)      The  obligations of the Purchaser under this Agreement will be subject to the  satisfaction,  on or prior to the Closing Date,
of the following conditions:

(a)      Each of the  obligations  of each  Mortgage  Loan Seller  required to be performed at or prior to the Closing Date pursuant to
         the  terms of this  Agreement  shall  have  been  duly  performed  and  complied  with in all  material  respects;  all of the
         representations  and warranties of each Mortgage Loan Seller under this Agreement  shall be true and correct as of the date or
         dates specified in all material  respects;  and no event shall have occurred which,  with notice or the passage of time, would
         constitute a default under this  Agreement,  or the Pooling and  Servicing  Agreement;  and the Purchaser  shall have received
         certificates to that effect signed by authorized officers of the Mortgage Loan Sellers.

(b)      The Purchaser  shall have received all of the following  closing  documents,  in such forms as are agreed upon and  reasonably
         acceptable  to the  Purchaser,  duly  executed  by all  signatories  other than the  Purchaser  as  required  pursuant  to the
         respective terms thereof:

(i)      If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;

(ii)     If required pursuant to Section 3 hereof,  the Final Mortgage Loan Schedule  containing the information set forth on Exhibit 2
         hereto, one copy to be attached to each counterpart of the Amendment;

(iii)    The Pooling and Servicing Agreement, in form and substance reasonably  satisfactory to the Trustee and the Purchaser,  and all
         documents required thereby duly executed by all signatories;

(iv)     A certificate  of an officer of each Mortgage  Loan Seller dated as of the Closing  Date, in a form  reasonably  acceptable to
         the  Purchaser,  and attached  thereto copies of the charter and by-laws of such Mortgage Loan Seller and evidence as
         to the good standing of such Mortgage Loan Seller dated as of a recent date;

(v)      One or more  opinions  of  counsel  from the  Mortgage  Loan  Sellers'  counsel  otherwise  in form and  substance  reasonably
         satisfactory to the Purchaser, the Trustee and each Rating Agency;

(vi)     A letter  from each of the Rating  Agencies  giving each Class of  Certificates  set forth on Schedule A hereto the rating set
         forth therein; and

(vii)    Such other documents,  certificates  (including  additional  representations and warranties) and opinions as may be reasonably
         necessary to secure the intended ratings from each Rating Agency for the Certificates.

(c)      The  Certificates  to be  sold to Bear  Stearns  pursuant  to the  Underwriting  Agreement  and  the  Purchase  Agreement,  if
         applicable, shall have been issued and sold to Bear Stearns.

(d)      Each Mortgage Loan Seller shall have  furnished to the Purchaser  such other  certificates  of its officers or others and such
         other  documents  and  opinions of counsel to evidence  fulfillment  of the  conditions  set forth in this  Agreement  and the
         transactions contemplated hereby as the Purchaser and their respective counsel may reasonably request.

(2)      The  obligations of each Mortgage Loan Seller under this Agreement  shall be subject to the  satisfaction,  on or prior to the
Closing Date, of the following conditions:

(a)      The  obligations  of the  Purchaser  required to be performed  by it on or prior to the Closing Date  pursuant to the terms of
         this Agreement shall have been duly performed and complied with in all material respects,  and all of the  representations and
         warranties  of the Purchaser  under this  Agreement  shall be true and correct in all material  respects as of the date hereof
         and as of the Closing  Date,  and no event shall have  occurred  which  would  constitute  a breach by it of the terms of this
         Agreement,  and each Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized  officer of
         the Purchaser.

(b)      Each Mortgage Loan Seller shall have received copies of all of the following  closing  documents,  in such forms as are agreed
         upon and reasonably  acceptable to each Mortgage Loan Seller,  duly executed by all  signatories  other than the Mortgage Loan
         Seller as required pursuant to the respective terms thereof:

(i)      If  required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;

(ii)     The Pooling and  Servicing  Agreement,  in form and  substance  reasonably  satisfactory  to EMC, and all  documents  required
         thereby duly executed by all signatories;

(iii)    A certificate of an officer of the Purchaser  dated as of the Closing Date, in a form  reasonably  acceptable to each Mortgage
         Loan Seller,  and attached  thereto the written consent of the member of the Purchaser  authorizing the  transactions
         contemplated  by this  Agreement and the Pooling and  Servicing  Agreement,  together with copies of the  Purchaser's
         certificate of formation,  limited  liability company agreement and evidence as to the good standing of the Purchaser
         dated as of a recent date;

(iv)     One or more opinions of counsel from the Purchaser's  counsel in form and substance  reasonably  satisfactory to each Mortgage
         Loan Seller; and

(v)      Such other documents,  certificates  (including  additional  representations and warranties) and opinions as may be reasonably
         necessary to secure the intended rating from each Rating Agency for the Certificates.

SECTION 12.       Fees and  Expenses.  Subject to Section 17 hereof,  EMC (on its own behalf as a Mortgage Loan Seller and on behalf of
Master  Funding)  shall pay on the Closing  Date or such later date as may be agreed to by the  Purchaser  (i) the fees and expenses of
the Mortgage Loan Sellers' attorneys and the reasonable fees and expenses of the Purchaser's  attorneys,  (ii) the fees and expenses of
Deloitte & Touche LLP,  (iii) the fee for the use of  Purchaser's  Registration  Statement  based on the aggregate  original  principal
amount of the  Certificates  and the filing fee of the  Commission  as in effect on the date on which the  Registration  Statement  was
declared  effective,  (iv) the fees and expenses  including  counsel's  fees and expenses in  connection  with any "blue sky" and legal
investment  matters,  (v) the fees and expenses of the Trustee  which shall  include  without  limitation  the fees and expenses of the
Trustee (and the fees and  disbursements  of its counsel) with respect to (A) legal and document review of this Agreement,  the Pooling
and Servicing  Agreement,  the Certificates and related agreements,  (B) attendance at the Closing and (C) review of the Mortgage Loans
to be performed by the Trustee,  (vi) the expenses for printing or otherwise  reproducing  the  Certificates,  the  Prospectus  and the
Prospectus  Supplement,  (vii) the fees and expenses of each Rating  Agency (both  initial and  ongoing),  (viii) the fees and expenses
relating to the preparation and recordation of mortgage assignments (including  intervening  assignments,  if any and if available,  to
evidence a complete  chain of title from the  originator  thereof to the Trustee)  from each Mortgage Loan Seller to the Trustee or the
expenses  relating to the  Opinion of Counsel  referred  to in Section  6(i)  hereof,  as the case may be, and (ix)  Mortgage  File due
diligence  expenses and other  out-of-pocket  expenses  incurred by the Purchaser in connection with the purchase of the Mortgage Loans
and by Bear Stearns in  connection  with the sale of the  Certificates.  EMC (on its own behalf as a Mortgage Loan Seller and on behalf
of Master  Funding)  additionally  agrees to pay  directly to any third party on a timely  basis the fees  provided for above which are
charged by such third party and which are billed periodically.

SECTION 13.       Accountants' Letters.

(i)      Deloitte & Touche LLP will review the  characteristics  of a sample of the Mortgage Loans described in the Final Mortgage Loan
Schedule and will compare those  characteristics to the description of the Mortgage Loans contained in the Prospectus  Supplement under
the captions  "Summary of Terms - The Mortgage Pool" and  "Description  of the Mortgage  Loans" and in Schedule A thereto.  EMC (on its
own behalf as a Mortgage  Loan Seller and on behalf of Master  Funding)  will  cooperate  with the  Purchaser in making  available  all
information  and taking all steps  reasonably  necessary to permit such  accountants  to complete the review and to deliver the letters
required of them under the  Underwriting  Agreement.  Deloitte & Touche LLP will also confirm  certain  calculations as set forth under
the caption "Yield and Prepayment Considerations" in the Prospectus Supplement.

(ii)     To the extent  statistical  information  with respect to EMC's  servicing  portfolio is included in the Prospectus  Supplement
under the caption "The Master  Servicer," a letter from the certified  public  accountant for the Master  Servicer will be delivered to
the Purchaser dated the date of the Prospectus Supplement,  in the form previously agreed to by EMC and the Purchaser,  with respect to
such statistical information.

SECTION 14.       Indemnification.

(i)      EMC (on its own behalf as a Mortgage  Loan Seller and on behalf of Master  Funding)  shall  indemnify  and hold  harmless  the
Purchaser and its directors,  officers and  controlling  persons (as defined in Section 15 of the Securities  Act) from and against any
loss, claim,  damage or liability or action in respect thereof,  to which they or any of them may become subject,  under the Securities
Act or otherwise,  insofar as such loss,  claim,  damage,  liability or action arises out of, or is based upon (i) any untrue statement
of a material  fact  contained in the Mortgage  Loan  Sellers'  Information  as  identified  in Exhibit 3, the omission to state in the
Prospectus  Supplement or Prospectus (or any amendment  thereof or supplement  thereto approved by EMC (on its own behalf as a Mortgage
Loan Seller and on behalf of Master Funding) and in which  additional  Mortgage Loan Seller's  Information is identified),  in reliance
upon and in conformity  with Mortgage Loan Sellers'  Information a material fact required to be stated therein or necessary to make the
statements  therein  in light of the  circumstances  in which they were made,  not  misleading,  (ii) any  representation  or  warranty
assigned or made by EMC in Section 7 or Section 8 hereof  being,  or alleged to be, untrue or  incorrect,  or (iii) any  failure by the
Mortgage  Loan Seller to perform its  obligations  under this  Agreement;  and EMC (on its own behalf as a Mortgage  Loan Seller and on
behalf of Master Funding) shall reimburse the Purchaser and each other  indemnified  party for any legal and other expenses  reasonably
incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim,  damage,  liability
or action.

         The  foregoing  indemnity  agreement is in addition to any  liability  which EMC or Master  Funding  otherwise may have to the
Purchaser or any other such indemnified party.

(ii)     The  Purchaser  shall  indemnify  and hold harmless  each  Mortgage  Loan Seller and its  respective  directors,  officers and
controlling  persons (as defined in Section 15 of the Securities Act) from and against any loss,  claim,  damage or liability or action
in respect  thereof,  to which they or any of them may become  subject,  under the Securities  Act or otherwise,  insofar as such loss,
claim,  damage,  liability  or action  arises out of, or is based upon (a) any untrue  statement  of a material  fact  contained in the
Purchaser's  Information  as  identified  in Exhibit 4, the  omission  to state in the  Prospectus  Supplement  or  Prospectus  (or any
amendment thereof or supplement thereto approved by the Purchaser and in which additional  Purchaser's  Information is identified),  in
reliance upon and in conformity  with the Purchaser's  Information,  a material fact required to be stated therein or necessary to make
the statements  therein in light of the circumstances in which they were made, not misleading,  (b) any representation or warranty made
by the Purchaser in Section 9 hereof being,  or alleged to be, untrue or incorrect,  or (c) any failure by the Purchaser to perform its
obligations  under this Agreement;  and the Purchaser shall reimburse each Mortgage Loan Seller,  and each other  indemnified party for
any legal and other  expenses  reasonably  incurred by them in connection  with  investigating  or defending or preparing to defend any
such loss, claim,  damage,  liability or action. The foregoing  indemnity agreement is in addition to any liability which the Purchaser
otherwise may have to the Mortgage Loan Sellers, or any other such indemnified party,

(iii)    Promptly  after  receipt by an  indemnified  party under  subsection  (i) or (ii) above of notice of the  commencement  of any
action,  such  indemnified  party  shall,  if a claim in respect  thereof  is to be made  against  the  indemnifying  party  under such
subsection,  notify each party against whom  indemnification is to be sought in writing of the commencement thereof (but the failure so
to notify an  indemnifying  party shall not relieve such  indemnified  party from any liability which it may have under this Section 14
except to the extent that it has been  prejudiced  in any  material  respect by such  failure or from any  liability  which it may have
otherwise).  In case any such  action  is  brought  against  any  indemnified  party,  and it  notifies  an  indemnifying  party of the
commencement  thereof,  the  indemnifying  party will be entitled  to  participate  therein  and, to the extent it may elect by written
notice delivered to the indemnified  party promptly (but, in any event,  within 30 days) after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably  satisfactory to such indemnified party.  Notwithstanding  the
foregoing,  the  indemnified  party or parties  shall have the right to employ its or their own counsel in any such case,  but the fees
and expenses of such counsel shall be at the expense of such  indemnified  party or parties unless  (a) the  employment of such counsel
shall have been  authorized  in writing by one of the  indemnifying  parties in  connection  with the defense of such  action,  (b) the
indemnifying  parties  shall not have  employed  counsel to have charge of the defense of such action  within a  reasonable  time after
notice of  commencement  of the action,  or (c) such  indemnified  party or parties  shall have  reasonably  concluded  that there is a
conflict of interest  between  itself or themselves and the  indemnifying  party in the conduct of the defense of any claim or that the
interests of the indemnified  party or parties are not substantially  co-extensive with those of the indemnifying  party (in which case
the  indemnifying  parties  shall  not have the right to direct  the  defense  of such  action  on behalf of the  indemnified  party or
parties),  in any of which  events such fees and expenses  shall be borne by the  indemnifying  parties  (provided,  however,  that the
indemnifying  party shall be liable only for the fees and expenses of one counsel in addition to one local counsel in the  jurisdiction
involved.  Anything in this subsection to the contrary  notwithstanding,  an indemnifying  party shall not be liable for any settlement
or any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

(iv)     If the  indemnification  provided for in paragraphs  (i) and (ii) of this Section 13 shall for any reason be unavailable to an
indemnified  party in respect of any loss,  claim,  damage or liability,  or any action in respect thereof,  referred to in Section 14,
then the  indemnifying  party shall in lieu of  indemnifying  the  indemnified  party  contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim,  damage or liability,  or action in respect thereof,  in such proportion as shall be
appropriate  to reflect the  relative  benefits  received by the Mortgage  Loan Sellers on the one hand and the  Purchaser on the other
from the purchase and sale of the Mortgage Loans, the offering of the Certificates and the other transactions  contemplated  hereunder.
No person found  liable for a  fraudulent  misrepresentation  shall be entitled to  contribution  from any person who is not also found
liable for such fraudulent misrepresentation.

(v)      The parties hereto agree that reliance by an indemnified  party on any publicly  available  information or any  information or
directions  furnished by an indemnifying  party shall not constitute  negligence,  bad faith or willful  misconduct by such indemnified
party.

SECTION 15.       Notices.  All demands,  notices and  communications  hereunder  shall be in writing but may be delivered by facsimile
transmission  subsequently confirmed in writing.  Notices to EMC shall be directed to EMC Mortgage Corporation,  2780 Lake Vista Drive,
Lewisville,  Texas 75067  (Telecopy:  (469)  759-4714),  notices to Master  Funding  shall be directed to Master  Funding  LLC, Two Mac
Arthur Ridge,  909 Hidden Ridge Drive,  Suite 200 Irving,  Texas 75038  (Facsimile:  (972-444-2880))  Attention:  Mark  Novacheck,  and
notices to the Purchaser shall be directed to Structured  Asset Mortgage  Investments II Inc., 383 Madison  Avenue,  New York, New York
10179 (Telecopy:  (212-272-7206)),  Attention: Baron Silverstein; or to any other address as may hereafter be furnished by one party to
the other party by like notice.  Any such demand,  notice or communication  hereunder shall be deemed to have been received on the date
received at the premises of the addressee (as evidenced,  in the case of registered or certified  mail, by the date noted on the return
receipt)  provided that it is received on a Business Day during normal  business  hours and, if received after normal  business  hours,
then it shall be deemed to be received on the next Business Day.

SECTION 16.       Transfer of Mortgage  Loans.  The  Purchaser  retains  the right to assign the  Mortgage  Loans and any or all of its
interest under this Agreement to the Trustee without the consent of the Mortgage Loan Sellers,  and, upon such assignment,  the Trustee
shall succeed to the applicable  rights and  obligations of the Purchaser  hereunder;  provided,  however,  the Purchaser  shall remain
entitled to the benefits set forth in Sections 11, 13 and 17 hereto and as provided in Section  2(i).  Notwithstanding  the  foregoing,
the sole and exclusive  right and remedy of the Trustee with respect to a breach of a  representation  or warranty of the Mortgage Loan
Sellers shall be the cure, purchase or substitution obligations of EMC contained in Sections 5 and 7 hereof.

SECTION 17.       Termination.  This  Agreement may be terminated  (a) by the mutual consent of the parties hereto prior to the Closing
Date,  (b) by the  Purchaser,  if the  conditions to the  Purchaser's  obligation to close set forth under Section 10(1) hereof are not
fulfilled as and when  required to be fulfilled or (c) by any Mortgage  Loan Seller,  if the  conditions  to the Mortgage Loan Sellers'
obligation  to close set forth under  Section  10(2) hereof are not  fulfilled as and when  required to be  fulfilled.  In the event of
termination  pursuant to clause (b), EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master  Funding)  shall pay, and
in the event of termination  pursuant to clause (c), the Purchaser  shall pay, all reasonable  out-of-pocket  expenses  incurred by the
other in connection with the transactions  contemplated by this Agreement.  In the event of a termination  pursuant to clause (a), each
party shall be responsible for its own expenses.

SECTION 18.       Representations,  Warranties  and  Agreements to Survive  Delivery.  All  representations,  warranties and agreements
contained in this Agreement,  or contained in certificates of officers of the Mortgage Loan Sellers  submitted  pursuant hereto,  shall
remain  operative and in full force and effect and shall survive  delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
to the Trustee).  Subsequent to the delivery of the Mortgage Loans to the Purchaser,  EMC's  representations  and warranties  contained
herein with respect to the Mortgage  Loans shall be deemed to relate to the Mortgage  Loans  actually  delivered to the  Purchaser  and
included in the Final  Mortgage  Loan  Schedule and any  Substitute  Mortgage  Loan and not to those  Mortgage  Loans  deleted from the
Preliminary  Mortgage Loan Schedule  pursuant to Section 3 hereof prior to the closing of the transactions  contemplated  hereby or any
Deleted Mortgage Loan.

SECTION 19.       Severability.  If any provision of this Agreement shall be prohibited or invalid under applicable law, this Agreement
shall be ineffective only to such extent, without invalidating the remainder of this Agreement.

SECTION 20.       Counterparts.  This Agreement may be executed in counterparts,  each of which will be an original, but which together
shall constitute one and the same agreement.

SECTION 21.       Amendment.  This  Agreement  cannot be amended or modified in any manner  without the prior  written  consent of each
party.

SECTION 22.       GOVERNING LAW. THIS  AGREEMENT  SHALL BE DEEMED TO HAVE BEEN MADE AND PERFORMED IN THE STATE OF NEW YORK AND SHALL BE
INTERPRETED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.

SECTION 23.       Further  Assurances.  Each of the parties  agrees to execute and deliver  such  instruments  and take such actions as
another  party  may,  from time to time,  reasonably  request in order to  effectuate  the  purpose  and to carry out the terms of this
Agreement including any amendments hereto which may be required by either Rating Agency.

SECTION 24.       Successors  and Assigns.  This  Agreement  shall bind and inure to the benefit of and be  enforceable by the Mortgage
Loan Sellers and the Purchaser  and their  permitted  successors  and assigns and, to the extent  specified in Section 13 hereof,  Bear
Stearns,  and their  directors,  officers and controlling  persons (within the meaning of federal  securities  laws). The Mortgage Loan
Sellers  acknowledge  and agree that the Purchaser may assign its rights under this  Agreement  (including,  without  limitation,  with
respect to EMC's  representations  and  warranties  respecting the Mortgage  Loans) to the Trustee.  Any person into which any Mortgage
Loan Seller may be merged or  consolidated  (or any person  resulting  from any merger or  consolidation  involving  such Mortgage Loan
Seller),  any person  resulting  from a change in form of such  Mortgage  Loan Seller or any person  succeeding to the business of such
Mortgage  Loan Seller,  shall be considered  the  "successor"  of such  Mortgage Loan Seller  hereunder and shall be considered a party
hereto  without the execution or filing of any paper or any further act or consent on the part of any party hereto.  Except as provided
in the two preceding  sentences and in Section 15 hereto,  this Agreement  cannot be assigned,  pledged or hypothecated by either party
hereto without the written  consent of the other parties to this  Agreement and any such  assignment or purported  assignment  shall be
deemed null and void.

SECTION 25.       The Mortgage Loan Sellers and the  Purchaser.  The Mortgage  Loan Sellers and the Purchaser  will keep in full effect
all rights as are necessary to perform their respective obligations under this Agreement.

SECTION 26.       Entire Agreement.  This Agreement contains the entire agreement and understanding between the parties with respect to
the subject matter hereof,  and  supersedes all prior and  contemporaneous  agreements,  understandings,  inducements  and  conditions,
express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.

SECTION 27.       No  Partnership.  Nothing  herein  contained  shall be deemed or construed to create a  partnership  or joint venture
between the parties hereto.

                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




         IN WITNESS  WHEREOF,  the parties  hereto have caused  their names to be signed  hereto by their  respective  duly  authorized
officers as of the date first above written.

                                                              EMC MORTGAGE CORPORATION


                                                              By:__________________________________________________
                                                              Name:
                                                              Title:


                                                              STRUCTURED ASSET MORTGAGE INVESTMENT II INC.

                                                              By:__________________________________________________
                                                              Name:  Baron Silverstein
                                                              Title:    Vice President


                                                              MASTER FUNDING, LLC


                                                              By:__________________________________________________
                                                              Name:
                                                              Title:




                                                      EXHIBIT 1
                                              CONTENTS OF MORTGAGE FILE

         With respect to each Mortgage  Loan,  the Mortgage File shall  include each of the following  items,  which shall be available
for  inspection by the Purchaser or its designee,  and which shall be delivered to the Purchaser or its designee  pursuant to the terms
of the Agreement:

                  (i)      The original  Mortgage Note,  endorsed  without recourse to the order of the Trustee and showing an unbroken
         chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee, or a lost note affidavit;

                  (ii)     The original  Mortgage and, if the related  Mortgage Loan is a MOM Loan,  noting the presence of the MIN and
         language  indicating  that such  Mortgage  Loan is a MOM Loan,  which  shall have been  recorded  (or if the  original  is not
         available,  a copy), with evidence of such recording  indicated thereon (or if the original Security  Instrument,  assignments
         to the Trustee or intervening  assignments  thereof which have been  delivered,  are being  delivered or will, upon receipt of
         recording  information  relating to the Security Instrument required to be included thereon, be delivered to recording offices
         for  recording  and have not been  returned to the  Mortgage  Loan Seller in time to permit  their  recording  as specified in
         Section 2.01(b) of the Pooling and Servicing Agreement, shall be in recordable form);

                  (iii)     Unless the Mortgage Loan is a MOM Loan, a certified copy of the  assignment  (which may be in the form of a
         blanket  assignment  if permitted in the  jurisdiction  in which the  Mortgaged  Property is located) to  "Citibank,  N.A., as
         Trustee",  with  evidence of  recording  with  respect to each  Mortgage  Loan in the name of the  Trustee  thereon (or if the
         original Security  Instrument,  assignments to the Trustee or intervening  assignments thereof which have been delivered,  are
         being delivered or will, upon receipt of recording  information  relating to the Security  Instrument  required to be included
         thereon,  be delivered to recording  offices for  recording  and have not been returned to the Mortgage Loan Seller in time to
         permit their  delivery as specified in Section  2.01(b) of the Pooling and Servicing  Agreement,  the Mortgage Loan Seller may
         deliver a true copy thereof with a  certification  by the Mortgage  Loan Seller,  on the face of such copy,  substantially  as
         follows: "Certified to be a true and correct copy of the original, which has been transmitted for recording");

                  (iv)     All intervening  assignments of the Security  Instrument,  if applicable and only to the extent available to
         related Mortgage Loan Seller with evidence of recording thereon;

                  (v)      The original or a copy of the policy or certificate of primary mortgage  guaranty  insurance,  to the extent
         available, if any;

                  (vi)     The original  policy of title  insurance or  mortgagee's  certificate  of title  insurance or  commitment or
         binder for title insurance; and

                  (vii)    The originals of all modification agreements, if applicable and available.




                                                     EXHIBIT 2
                                         MORTGAGE LOAN SCHEDULE INFORMATION

         The  Preliminary  and Final Mortgage Loan Schedules  shall set forth the following  information  with respect to each Mortgage
Loan:

(a)      the city, state and zip code of the Mortgaged Property;

(b)      the property type;

(c)      the Mortgage Interest Rate;

(d)      the Servicing Fee Rate;

(e)      the Master Servicer's Fee Rate;

(f)      the LPMI Fee, if applicable;

(g)      the Trustee Fee Rate, if applicable;

(h)      the Net Rate;

(i)      the maturity date;

(j)      the stated original term to maturity;

(k)      the stated remaining term to maturity;

(l)      the original Principal Balance;

(m)      the first payment date;

(n)      the principal and interest payment in effect as of the Cut-off Date;

(o)      the unpaid Principal Balance as of the Cut-off Date;

(p)      the Loan-to-Value Ratio at origination;

(q)      the insurer of any Primary Mortgage Insurance Policy;

(r)      the MIN with respect to each MOM Loan;

(s)      the Gross Margin, if applicable;

(t)      the next Adjustment Date, if applicable;

(u)      the Maximum Lifetime Mortgage Rate, if applicable;

(v)      the Minimum Lifetime Mortgage Rate, if applicable;

(w)      the Periodic Rate Cap, if applicable;

(x)      the Loan Group, if applicable;

(y)      a code indicating whether the Mortgage Loan is negatively amortizing;

(z)      which Mortgage Loans adjust after an initial fixed-rate period of one, two, three, five, seven or ten years or any other
         period;

(aa)     the Prepayment Charge, if any;

(bb)     lien position (e.g., first lien or second lien);

(cc)     a code indicating whether the Mortgage Loan is has a balloon payment;

(dd)     a code indicating whether the Mortgage Loan is an interest-only loan;

(ee)     the interest-only term, if applicable;

(ff)     the Mortgage Loan Seller

(gg)     the original amortization term.

Such  schedule  also shall set forth for all of the  Mortgage  Loans,  the total  number of  Mortgage  Loans,  the total of each of the
amounts  described  under (n) and (j) above,  the  weighted  average by  principal  balance as of the Cut-off Date of each of the rates
described  under (c) through (h) above,  and the weighted  average  remaining  term to maturity by unpaid  principal  balance as of the
Cut-off Date.




                                                      EXHIBIT 3

                                         MORTGAGE LOAN SELLER'S INFORMATION

         [All  information in the  Prospectus  Supplement  described  under the following  Sections:  "SUMMARY OF TERMS -- The Mortgage
Pool," "DESCRIPTION OF THE MORTGAGE LOANS" and "SCHEDULE A -- CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS."]




                                                      EXHIBIT 4

                                               PURCHASER'S INFORMATION

         All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan Seller's Information.




                                                      EXHIBIT 5

                                               SCHEDULE OF LOST NOTES

                                               Available Upon Request



                                                     EXHIBIT 6

                        Standard & Poor's LEVELS® Glossary, Version 5.7 Revised, Appendix E

                                                                                  REVISED August 1, 2005

APPENDIX E – Standard & Poor's Anti-Predatory Lending Categorization


                  Standard & Poor's has categorized  loans governed by anti-predatory  lending laws in the  Jurisdictions  listed below
into three  categories  based upon a combination of factors that include (a) the risk exposure  associated with the assignee  liability
and (b) the tests and thresholds  set forth in those laws.  Note that certain loans  classified by the relevant  statute as Covered are
included  in  Standard & Poor's  High Cost Loan  Category  because  they  included  thresholds  and tests  that are  typical of what is
generally considered High Cost by the industry.

Standard & Poor's High Cost Loan Categorization

---------------------------------------------------------------------------------------------------------------------
       State/Jurisdiction           Name of Anti-Predatory Lending Law/Effective       Category under Applicable
                                                         Date                          Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Arkansas                           Arkansas Home Loan Protection Act, Ark. Code      High Cost Home Loan
                                   Ann. §§ 23-53-101 et seq.

                                   Effective July 16, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Cleveland Heights, OH              Ordinance No. 72-2003 (PSH), Mun. Code §§         Covered Loan
                                   757.01 et seq.

                                   Effective June 2, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Colorado                           Consumer Equity Protection, Colo. Stat. Ann. §§   Covered Loan
                                   5-3.5-101 et seq.

                                   Effective for covered loans offered or entered
                                   into on or after January 1, 2003. Other
                                   provisions of the Act took effect on June 7,
                                   2002
---------------------------------- ------------------------------------------------- --------------------------------
Connecticut                        Connecticut Abusive Home Loan Lending Practices   High Cost Home Loan
                                   Act, Conn. Gen. Stat. §§ 36a-746 et seq.

                                   Effective October 1, 2001
---------------------------------- ------------------------------------------------- --------------------------------
District of Columbia               Home Loan Protection Act, D.C. Code §§            Covered Loan
                                   26-1151.01 et seq.

                                   Effective for loans closed on or after January
                                   28, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Florida                            Fair Lending Act, Fla. Stat. Ann. §§ 494.0078     High Cost Home Loan
                                   et seq.

                                   Effective October 2, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 – Mar. 6,    Georgia Fair Lending Act, Ga. Code Ann. §§        High Cost Home Loan
2003)                              7-6A-1 et seq.
---------------------------------- ------------------------------------------------- --------------------------------
Georgia as amended (Mar. 7, 2003   Georgia Fair Lending Act, Ga. Code Ann. §§        High Cost Home Loan
– current)                         7-6A-1 et seq.

                                   Effective for loans closed on or after March 7,
                                   2003
---------------------------------- ------------------------------------------------- --------------------------------
HOEPA Section 32                   Home Ownership and Equity Protection Act of       High Cost Loan
                                   1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and
                                   226.34

                                   Effective October 1, 1995, amendments October
                                   1, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Illinois                           High Risk Home Loan Act, Ill. Comp. Stat. tit.    High Risk Home Loan
                                   815, §§ 137/5 et seq.

                                   Effective January 1, 2004 (prior to this date,
                                   regulations under Residential Mortgage License
                                   Act effective from May 14, 2001)
---------------------------------- ------------------------------------------------- --------------------------------

Indiana                            Indiana Home Loan Practices Act, Ind. Code Ann.   High Cost Home Loan
                                   §§ 24-9-1-1 et seq.

                                   Effective for loans originated on or after
                                   January 1, 2005.
---------------------------------- ------------------------------------------------- --------------------------------
Kansas                             Consumer Credit Code, Kan. Stat. Ann. §§          High Loan to Value Consumer
                                   16a-1-101 et seq.                                 Loan (id. § 16a-3-207) and;

                                   Sections 16a-1-301 and 16a-3-207 became
                                   effective April 14, 1999; Section 16a-3-308a
                                   became effective July 1, 1999
---------------------------------- ------------------------------------------------- --------------------------------

                                                                                     High APR Consumer Loan (id. §
                                                                                     16a-3-308a)
---------------------------------- ------------------------------------------------- --------------------------------
Kentucky                           2003 KY H.B. 287 – High Cost Home Loan Act, Ky.   High Cost Home Loan
                                   Rev. Stat. §§ 360.100 et seq.

                                   Effective June 24, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Maine                              Truth in Lending, Me. Rev. Stat. tit. 9-A, §§     High Rate High Fee Mortgage
                                   8-101 et seq.

                                   Effective September 29, 1995 and as amended
                                   from time to time
---------------------------------- ------------------------------------------------- --------------------------------
Massachusetts                      Part 40 and Part 32, 209 C.M.R. §§ 32.00 et       High Cost Home Loan
                                   seq. and 209 C.M.R. §§ 40.01 et seq.

                                   Effective March 22, 2001 and amended from time
                                   to time
---------------------------------- ------------------------------------------------- --------------------------------

                                   Massachusetts Predatory Home Loan Practices Act   High Cost Home Mortgage Loan
                                   Mass. Gen. Laws ch. 183C,  §§ 1 et seq.

                                   Effective November 7, 2004
---------------------------------- ------------------------------------------------- --------------------------------
Nevada                             Assembly Bill No. 284, Nev. Rev. Stat. §§         Home Loan
                                   598D.010 et seq.

                                   Effective October 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey                         New Jersey Home Ownership Security Act of 2002,   High Cost Home Loan
                                   N.J. Rev. Stat. §§ 46:10B-22 et seq.

                                   Effective for loans closed on or after November
                                   27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico                         Home Loan Protection Act, N.M. Rev. Stat. §§      High Cost Home Loan
                                   58-21A-1 et seq.

                                   Effective as of January 1, 2004; Revised as of
                                   February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
New York                           N.Y. Banking Law Article 6-l                      High Cost Home Loan

                                   Effective for applications made on or after
                                   April 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina                     Restrictions and Limitations on High Cost Home    High Cost Home Loan
                                   Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.

                                   Effective July 1, 2000; amended October 1, 2003
                                   (adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
Ohio                               H.B. 386 (codified in various sections of the     Covered Loan
                                   Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et
                                   seq.

                                   Effective May 24, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Oklahoma                           Consumer Credit Code (codified in various         Subsection 10 Mortgage
                                   sections of Title 14A)

                                   Effective July 1, 2000; amended effective
                                   January 1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina                     South Carolina High Cost and Consumer Home        High Cost Home Loan
                                   Loans Act, S.C. Code
                                   Ann. §§ 37-23-10 et seq.

                                   Effective for loans taken on or after January
                                   1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
West Virginia                      West Virginia Residential Mortgage Lender,        West Virginia Mortgage Loan
                                   Broker and Servicer Act, W. Va. Code Ann. §§      Act Loan
                                   31-17-1 et seq.
                                   Effective June 5, 2002
---------------------------------- ------------------------------------------------- --------------------------------


Standard & Poor's Covered Loan Categorization

---------------------------------- ------------------------------------------------- --------------------------------
       State/Jurisdiction           Name of Anti-Predatory Lending Law/Effective       Category under Applicable
                                                         Date                          Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 – Mar. 6,    Georgia Fair Lending Act, Ga. Code Ann. §§        Covered Loan
2003)                              7-6A-1 et seq.

                                   Effective October 1, 2002 – March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey                         New Jersey Home Ownership Security Act of 2002,   Covered Home Loan
                                   N.J. Rev. Stat. §§ 46:10B-22 et seq.

                                   Effective November 27, 2003 – July 5, 2004
---------------------------------- ------------------------------------------------- --------------------------------

Standard & Poor's Home Loan Categorization

---------------------------------- ------------------------------------------------- --------------------------------
       State/Jurisdiction           Name of Anti-Predatory Lending Law/Effective       Category under Applicable
                                                         Date                          Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 – Mar. 6,    Georgia Fair Lending Act, Ga. Code Ann. §§        Home Loan
2003)                              7-6A-1 et seq.

                                   Effective October 1, 2002 – March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey                         New Jersey Home Ownership Security                Home Loan
                                   Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et
                                   seq.

                                   Effective for loans closed on or after November
                                   27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico                         Home Loan Protection Act, N.M. Rev. Stat. §§      Home Loan
                                   58-21A-1 et seq.

                                   Effective as of January 1, 2004; Revised as of
                                   February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina                     Restrictions and Limitations on High Cost Home    Consumer Home Loan
                                   Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.

                                   Effective July 1, 2000; amended October 1, 2003
                                   (adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina                     South Carolina High Cost and Consumer Home        Consumer Home Loan
                                   Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.

                                   Effective for loans taken on or after January
                                   1, 2004
---------------------------------- ------------------------------------------------- --------------------------------




                                                     SCHEDULE A

                                   REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES

                                                   Certificates

Offered Certificates             S&P       Moody's
Class I-A-1                      AAA         Aaa
Class I-A-2                      AAA         Aaa
Class I-M-1                      AA          Aa2
Class I-M-2                       A          A2
Class I-B-1                     BBB+        Baa2
Class I-B-2                      BBB        Baa3
Class II-A-1                     AAA         Aaa
Class II-A-2                     AAA         Aaa
Class II-A-3                     AAA         Aaa
Class II-X-1                     AAA         Aaa
Class II-X-2                     AAA         Aaa
Class II-X-3                     AAA         Aaa
Class I-M-1                      AA          Aa2
Class I-M-2                       A          A2
Class I-B-1                     BBB+        Baa2
Class I-B-2                     BBB-        Baa3
Class II-B-1                     AA          Aa2
Class II-B-2                     A+          A2
Class II-B-3                     BBB        Baa2


None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such ratings by the Rating Agencies.




                                                              SCHEDULE B

                                                        MORTGAGE LOAN SCHEDULE




                                                                                                                              EXHIBIT L


                                                         FORM OF CERTIFICATION

                  Re:      ________________________________  Trust 200_-____(the "Trust"),  Mortgage Pass-Through Certificates,  Series
         200_-____,  issued pursuant to the Trust  Agreement,  dated as of ________ 1,  200_,  among  ____________________________,  as
         Depositor,      Wells     Fargo     Bank,      National      Association,      as     [Securities      Administrator]      and
         __________________________________________________________

                  The  [Trustee]  [Securities  Administrator]  hereby  certifies to the  Depositor,  and its  officers,  directors  and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:

I have  reviewed  the annual  report on Form 10-K for the fiscal  year  [____]  (the  "Annual  Report"),  and all  reports on Form 10-D
required to be filed in respect of period covered by the Annual Report  (collectively  with the Annual Report,  the "Reports"),  of the
Trust;
To my  knowledge,  (a) the  Reports,  taken as a whole,  do not  contain  any untrue  statement  of a material  fact or omit to state a
material  fact  necessary to make the  statements  made,  in light of the  circumstances  under which such  statements  were made,  not
misleading with respect to the period covered by the Annual Report, and (b) the [Securities  Administrator's]  assessment of compliance
and related  attestation  report referred to below, taken as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by such assessment of compliance and attestation report;

To my knowledge, the distribution  information required to be provided by the [Securities  Administrator] under the Trust Agreement for
inclusion in the Reports is included in the Reports;

I am responsible for reviewing the activities performed by the [Securities  Administrator]  under the Trust Agreement,  and based on my
knowledge and the compliance review conducted in preparing the compliance statement of the [Securities  Administrator]  required by the
Trust Agreement,  and except as disclosed in the Reports, the [Securities  Administrator] has fulfilled its obligations under the Trust
Agreement in all material respects; and

The report on  assessment  of  compliance  with  servicing  criteria  applicable to the  [Securities  Administrator]  for  asset-backed
securities  of  the  [Securities  Administrator]  and  each  Subcontractor  utilized  by the  [Securities  Administrator]  and  related
attestation  report on assessment of compliance with servicing  criteria  applicable to it required to be included in the Annual Report
in  accordance  with Item 1122 of  Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual
Report.  Any material instances of non-compliance are described in such report and have been disclosed in the Annual Report.

         In giving the  certifications  above, the [Securities  Administrator]  has reasonably relied on information  provided to it by
the following unaffiliated parties:  [names of servicer(s), master servicer, subservicer, depositor, trustee, custodian(s)]

Date:________________________________________________


_____________________________________________________
[Signature]
[Title]




                                                                                                                              EXHIBIT M


                                    SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

Definitions
Primary Servicer – transaction party having borrower contact
Master Servicer – aggregator of pool assets
Securities Administrator – waterfall calculator
Back-up Servicer – named in the transaction (in the event a Back up Servicer becomes the Primary Servicer, follow Primary Servicer
obligations)
Custodian – safe keeper of pool assets
Trustee – fiduciary of the transaction

Note:  The definitions above describe the essential function that the party performs, rather than the party's title.  So, for
example, in a particular transaction, the trustee may perform the "paying agent" and "securities administrator" functions, while in
another transaction, the securities administrator may perform these functions.

Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting
only to the portion of the distribution chain they are responsible for in the related transaction agreements.

Key:     X – obligation
         [X] – under consideration for obligation


------------------- --------------------------------- ------------- ----------- ------------ ------------ ------------
Reg AB Reference    Servicing Criteria                Primary       Master      Securities   Custodian    Trustee
                                                      Servicer      Servicer    Admin                     (nominal)

------------------- ----------------------------------------------- ----------- ------------ ------------ ------------
                    General Servicing Considerations
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(1)(i)       Policies and procedures are            X            X            X
                    instituted to monitor any
                    performance or other triggers
                    and events of default in
                    accordance with the transaction
                    agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(1)(ii)      If any material servicing              X            X
                    activities are outsourced to
                    third parties, policies and
                    procedures are instituted to
                    monitor the third party's
                    performance and compliance with
                    such servicing activities.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Any requirements in the
                    transaction agreements to
                    maintain a back-up servicer for
1122(d)(1)(iii)     the Pool Assets are maintained.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(1)(iv)      A fidelity bond and errors and         X            X
                    omissions policy is in effect
                    on the party participating in
                    the servicing function
                    throughout the reporting period
                    in the amount of coverage
                    required by and otherwise in
                    accordance with the terms of
                    the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Cash Collection and
                    Administration
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(2)(i)       Payments on pool assets are            X            X            X
                    deposited into the appropriate
                    custodial bank accounts and
                    related bank clearing accounts
                    no more than two business days
                    following receipt, or such
                    other number of days specified
                    in the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Disbursements made via wire            X            X            X
                    transfer on behalf of an
                    obligor or to an investor are
                    made only by authorized
1122(d)(2)(ii)      personnel.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Advances of funds or guarantees        X            X            X
                    regarding collections, cash
                    flows or distributions, and any
                    interest or other fees charged
                    for such advances, are made,
                    reviewed and approved as
                    specified in the transaction
1122(d)(2)(iii)     agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    The related accounts for the           X            X            X
                    transaction, such as cash
                    reserve accounts or accounts
                    established as a form of over
                    collateralization, are
                    separately maintained (e.g.,
                    with respect to commingling of
                    cash) as set forth in the
1122(d)(2)(iv)      transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Each custodial account is              X            X            X
                    maintained at a federally
                    insured depository institution
                    as set forth in the transaction
                    agreements. For purposes of
                    this criterion, "federally
                    insured depository institution"
                    with respect to a foreign
                    financial institution means a
                    foreign financial institution
                    that meets the requirements of
                    Rule 13k-1(b)(1) of the
1122(d)(2)(v)       Securities Exchange Act.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Unissued checks are safeguarded        X                         X
                    so as to prevent unauthorized
1122(d)(2)(vi)      access.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(2)(vii)     Reconciliations are prepared on        X            X            X
                    a monthly basis for all
                    asset-backed securities related
                    bank accounts, including
                    custodial accounts and related
                    bank clearing accounts. These
                    reconciliations are (A)
                    mathematically accurate; (B)
                    prepared within 30 calendar
                    days after the bank statement
                    cutoff date, or such other
                    number of days specified in the
                    transaction agreements; (C)
                    reviewed and approved by
                    someone other than the person
                    who prepared the
                    reconciliation; and (D) contain
                    explanations for reconciling
                    items. These reconciling items
                    are resolved within 90 calendar
                    days of their original
                    identification, or such other
                    number of days specified in the
                    transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Investor Remittances and
                    Reporting
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(3)(i)       Reports to investors, including        X            X            X
                    those to be filed with the
                    Commission, are maintained in
                    accordance with the transaction
                    agreements and applicable
                    Commission requirements.
                    Specifically, such reports (A)
                    are prepared in accordance with
                    timeframes and other terms set
                    forth in the transaction
                    agreements; (B) provide
                    information calculated in
                    accordance with the terms
                    specified in the transaction
                    agreements; (C) are filed with
                    the Commission as required by
                    its rules and regulations; and
                    (D) agree with investors' or
                    the trustee's records as to the
                    total unpaid principal balance
                    and number of Pool Assets
                    serviced by the Servicer.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Amounts due to investors are           X            X            X
                    allocated and remitted in
                    accordance with timeframes,
                    distribution priority and other
                    terms set forth in the
1122(d)(3)(ii)      transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Disbursements made to an               X            X            X
                    investor are posted within two
                    business days to the Servicer's
                    investor records, or such other
                    number of days specified in the
1122(d)(3)(iii)     transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Amounts remitted to investors          X            X            X
                    per the investor reports agree
                    with cancelled checks, or other
                    form of payment, or custodial
1122(d)(3)(iv)      bank statements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Pool Asset Administration
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(i)       Collateral or security on pool         X                                      X
                    assets is maintained as
                    required by the transaction
                    agreements or related pool
                    asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ii)      Pool assets  and related               X                                      X
                    documents are safeguarded as
                    required by the transaction
                    agreements
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iii)     Any additions, removals or             X                         X
                    substitutions to the asset pool
                    are made, reviewed and approved
                    in accordance with any
                    conditions or requirements in
                    the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iv)      Payments on pool assets,               X
                    including any payoffs, made in
                    accordance with the related
                    pool asset documents are posted
                    to the Servicer's obligor
                    records maintained no more than
                    two business days after
                    receipt, or such other number
                    of days specified in the
                    transaction agreements, and
                    allocated to principal,
                    interest or other items (e.g.,
                    escrow) in accordance with the
                    related pool asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    The Servicer's records                 X
                    regarding the pool assets agree
                    with the Servicer's records
                    with respect to an obligor's
1122(d)(4)(v)       unpaid principal balance.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Changes with respect to the            X            X
                    terms or status of an obligor's
                    pool assets (e.g., loan
                    modifications or re-agings) are
                    made, reviewed and approved by
                    authorized personnel in
                    accordance with the transaction
                    agreements and related pool
1122(d)(4)(vi)      asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Loss mitigation or recovery            X            X
                    actions (e.g., forbearance
                    plans, modifications and deeds
                    in lieu of foreclosure,
                    foreclosures and repossessions,
                    as applicable) are initiated,
                    conducted and concluded in
                    accordance with the timeframes
                    or other requirements
                    established by the transaction
1122(d)(4)(vii)     agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(viii)    Records documenting collection         X
                    efforts are maintained during
                    the period a pool asset is
                    delinquent in accordance with
                    the transaction agreements.
                    Such records are maintained on
                    at least a monthly basis, or
                    such other period specified in
                    the transaction agreements, and
                    describe the entity's
                    activities in monitoring
                    delinquent pool assets
                    including, for example, phone
                    calls, letters and payment
                    rescheduling plans in cases
                    where delinquency is deemed
                    temporary (e.g., illness or
                    unemployment).
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ix)      Adjustments to interest rates          X
                    or rates of return for pool
                    assets with variable rates are
                    computed based on the related
                    pool asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(x)       Regarding any funds held in            X
                    trust for an obligor (such as
                    escrow accounts): (A) such
                    funds are analyzed, in
                    accordance with the obligor's
                    pool asset documents, on at
                    least an annual basis, or such
                    other period specified in the
                    transaction agreements; (B)
                    interest on such funds is paid,
                    or credited, to obligors in
                    accordance with applicable pool
                    asset documents and state laws;
                    and (C) such funds are returned
                    to the obligor within 30
                    calendar days of full repayment
                    of the related pool assets, or
                    such other number of days
                    specified in the transaction
                    agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Payments made on behalf of an          X
                    obligor (such as tax or
                    insurance payments) are made on
                    or before the related penalty
                    or expiration dates, as
                    indicated on the appropriate
                    bills or notices for such
                    payments, provided that such
                    support has been received by
                    the servicer at least 30
                    calendar days prior to these
                    dates, or such other number of
                    days specified in the
1122(d)(4)(xi)      transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Any late payment penalties in          X
                    connection with any payment to
                    be made on behalf of an obligor
                    are paid from the Servicer's
                    funds and not charged to the
                    obligor, unless the late
                    payment was due to the
1122(d)(4)(xii)     obligor's error or omission.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Disbursements made on behalf of        X
                    an obligor are posted within
                    two business days to the
                    obligor's records maintained by
                    the servicer, or such other
                    number of days specified in the
1122(d)(4)(xiii)    transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Delinquencies, charge-offs and         X            X
                    uncollectible accounts are
                    recognized and recorded in
                    accordance with the transaction
1122(d)(4)(xiv)     agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
                    Any external enhancement or            X                         X
                    other support, identified in
                    Item 1114(a)(1) through (3) or
                    Item 1115 of Regulation AB, is
                    maintained as set forth in the
                    transaction agreements.  (In
                    this transaction there is no
                    external enhancement or other
1122(d)(4)(xv)      support.)
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------




                                                                                                                              EXHIBIT N
                                                     FORM OF BACK-UP CERTIFICATION
I.       The   [   ]    agreement    dated   as   of   [   ],   200[   ]   (the    "Agreement"),    among    [IDENTIFY    PARTIES]   I,
         ________________________________,  the  _______________________  of [NAME OF COMPANY], certify to [the Depositor] and
         the [Master Servicer] [Securities  Administrator]  [Trustee],  and their officers, with the knowledge and intent that
         they will rely upon this certification, that:


         (1)      I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
         AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth
         in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
         Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
         Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
         under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
         certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
         delivered by the Company to the Depositor and the Securities Administrator pursuant to the Agreement (collectively, the
         "Company Servicing Information");

         (2)      Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
         a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
         which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
         Information;

         (3)      Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
         Agreement has been provided to the Depositor and the Securities Administrator;

         (4)      I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
         my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
         Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
         the Agreement in all material respects; and

         (5)      The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing
         Assessment and Attestation Report required to be provided by the Company and by any subservicer or subcontractor pursuant to
         the Agreement, have been provided to the the Depositor and the Securities Administrator.  Any material instances of
         noncompliance described in such reports have been disclosed to the the Depositor and the Securities Administrator.  Any
         material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.





         Date:    _________________________



         By:
         Name:    ________________________________
         Title:   ________________________________



                                                                                                                              EXHIBIT O


                                               FORM OF TRUSTEE LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE  PRESENTS,  Citibank,  N.A., a national  banking  association  and having an office for the conduct of
business in New York,  New York,  solely in its capacity as trustee (in such  capacity the  "Trustee")  under the Pooling and Servicing
Agreement dated as of July 1, 2006,  among  Structured Asset Mortgage  Investments II Inc., a Delaware  corporation,  as depositor (the
"Depositor"),  Citibank,  N.A., a national banking association,  not in its individual capacity, but solely as trustee (the "Trustee"),
Wells Fargo Bank, National Association,  as master servicer (in such capacity,  the "Master Servicer") and as securities  administrator
(in such capacity,  the "Securities  Administrator") and EMC Mortgage Corporation,  as sponsor (in such capacity, the "Sponsor") and as
company (in such capacity,  the "Company") (the "Pooling Agreement") pursuant to which Bear Stearns ALT-A Trust,  Mortgage Pass-Through
Certificates,  Series 2006-5 are issued and not in its individual  corporate  capacity,  hereby  constitutes  and appoints EMC Mortgage
Corporation,  as its true and  lawful  attorney-in-fact,  in its name,  place and stead and for its use and  benefit,  to  execute  and
acknowledge in writing or by facsimile stamp or otherwise all documents  customarily  and reasonably  necessary and appropriate for the
tasks  described in items (i) through  (viii) below  relating to certain  mortgage  loans (the "Loans")  owned by the  undersigned,  as
Trustee,  as  serviced  by EMC  Mortgage  Corporation,  as the  Company  under the Pooling  Agreement.  These  Loans are  comprised  of
Mortgages,  Deeds of Trust,  Deeds to  Secure  Debt,  Co-ops  and other  forms of  Security  Instruments  (collectively  the  "Security
Instruments") and the notes secured thereby (the "Notes").

         i.       The Substitution of Trustee(s) in Deeds of Trust and/or Deeds to Secure Debt in the name of the undersigned, as
                  Trustee,

         ii.      The Extension and/or Renewal of Financing Statements in the name of the undersigned, as Trustee,

         iii.     The Satisfaction, Assignment and/or Release of Security Instruments and/or Financing Statements in the name of the
                  undersigned, as Trustee, or the issuance of Deeds of Reconveyance upon payment in full and/or discharge of the Notes
                  secured thereby,

         iv.      The Modification and/or Partial Release of Security Instruments, including the subordination of a Security
                  Instrument to an easement in favor of an entity with powers of eminent domain.

         v.       The Assumption of Security Instruments and the Notes secured thereby,

         vi.      The right to collect, accelerate, initiate suit on and/or foreclose all Loans, and

        vii.      The right to manage, sell, convey or transfer the real and/or personal property specified in the Security Instruments.

        viii.     The  endorsement  of loss payable  drafts or other checks that are  necessary to  effectuate  proper  servicing of the loan or
                  repairs to the real property encumbered by the Security Instrument.



         The undersigned gives to said attorney-in-fact full power and authority to execute such instruments as if the undersigned
were personally present, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by
authority hereof.  The undersigned also gives to said attorney-in-fact full power and authority to appoint by subsequent power of
attorney a subservicer (a "Subservicer") to act in its stead so long as the Trustee is given prior notice of such appointment.  Third
parties without actual notice may rely upon the power granted to said attorney-in-fact under this Limited Power of Attorney and may
assume that, upon the exercise of such power, all conditions precedent to such exercise of power have been satisfied and this Power
of Attorney has not been revoked unless an Instrument of Revocation has been recorded.

         This limited power of attorney has been executed and is effective as of this ___ day of _____ 200_ and the same and any
subsequent limited power of attorney given to any Subservicer shall terminate on the date that is the earlier of (i) one year from
the date hereof and (ii) the occurrence of any of the following events or until revoked in writing by the undersigned provided, that
so long as none of the following events below have occurred or continuing, the Trustee shall execute and deliver a replacement power
of attorney:

         i.       the supervision or termination of  EMC Mortgage Corporation as the Company with respect to the Loans serviced under
                  the Pooling Agreement,

         ii.      the transfer of servicing from EMC Mortgage Corporation to another Servicer with respect to the Loans serviced under
                  the Pooling Agreement,

         iii.     the appointment of a receiver or conservator with respect to the business of the attorney-in-fact or EMC Mortgage
                  Corporation, or

         iv.      the filing of a voluntary or involuntary petition of bankruptcy by the attorney-in-fact, EMC Mortgage Corporation,
                  or any of their creditors.

         Notwithstanding the foregoing, the power and the authority given to said attorney-in-fact or any Subservicer under this
Limited Power of Attorney shall be revoked with respect to a particular Pooling Agreement and the Loans subject thereto upon the
occurrence of:

         i.       the suspension or termination of EMC Mortgage Corporation as the Company under such Pooling Agreement; or

         ii.      the transfer of servicing under such Pooling Agreement from EMC Mortgage Corporation to another Servicer.

         Nothing contained herein shall be deemed to amend or modify the related Pooling Agreements or the respective rights, duties
or obligations of the Trustee or EMC Mortgage Corporation thereunder, and nothing herein shall constitute a waiver of any rights or
remedies thereunder.  If this limited power of attorney is revoked or terminated for any reason whatsoever, a limited power of
attorney given by the Servicer to any Subservicer shall be deemed to be revoked or terminated at the same time.

         This Limited Power of Attorney supersedes all prior powers of attorney given by the undersigned to EMC Mortgage Corporation
for the Loans, and all such powers and the authority granted thereunder are hereby revoked effective as of the date of recording of
this Limited Power of Attorney.



EMC Mortgage Corporation                                 Citibank, N.A.,
as Company                                                         as Trustee



______________________                                   ______________________
Name:                                                    Name:
Title:                                                   Title:


Witness:                                                 Witness:


______________________                                   ________________________


Witness:                                                Witness:


______________________                                   __________________________


STATE OF NEW YORK          )
                           )        SS
COUNTY OF NEW YORK         )



         On _______, 200_ before me, a Notary Public in and for said State, personally appeared ___________, known to me to be a/an
__________ of Citibank, N.A., a national banking association that executed the within instrument, and also known to me to be the
person who executed said instrument on behalf of such national banking association and acknowledged to me that such national banking
association executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.



                                                     _______________________
                                                     Notary Public




STATE OF TEXAS    )
                           )SS
COUNTY OF DENTON  )


         On ______________, before me, a Notary Public in and for said State, personally appeared ______________________, known to me
to be a ________________ of EMC Mortgage Corporation that executed the within instrument, and also known to me to be the person who
executed said instrument on behalf of such corporation and acknowledged to me that such national banking association executed the
within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.



                                                     _______________________
                                                     Notary Public




                                                                                                                                EXHIBIT P
                                                          FORM OF CAP CONTRACT


                                                                                                     BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                                                                                       383 MADISON AVENUE
                                                                                                                 NEW YORK, NEW YORK 10179
                                                                                                                             212-272-4009


DATE:                                   July 31, 2006

TO:                                     Bear Stearns ALT-A Trust 2006-5
                                        Citibank, N.A., not in its individual capacity
                                        but solely,  as Trustee
ATTENTION:                              John Hannon
TELEPHONE:                              212-816-5693
FACSIMILE:                              212-816-5527

FROM:                                   Derivatives Documentation
TELEPHONE:                              212-272-2711
FACSIMILE:                              212-272-9857

SUBJECT:                                Mortgage Derivatives Confirmation and Agreement

REFERENCE NUMBER(S):       [__________]

The purpose of this letter agreement  ("Agreement")  is to confirm the terms and conditions of the Transaction  entered into on the Trade
Date  specified  below (the  "Transaction")  between Bear Stearns  Financial  Products Inc.  ("BSFP") and Bear Stearns ALT-A Trust 2006-5
("Counterparty")  pursuant to the Pooling and  Servicing  Agreement,  dated as of July 1, 2006 (the  "Pooling and  Servicing  Agreement")
between  Structured  Asset Mortgage  Investments II Inc., as depositor,  Citibank,  N.A., as trustee (the  "Trustee"),  Wells Fargo Bank,
National Association,  as Master Servicer and Securities Administrator and EMC Mortgage Corporation,  entered into in connection with the
issuance by the  Counterparty  of certain  Pass-Through  Certificates,  Series 2006-5.  This  Agreement,  which  evidences a complete and
binding  agreement  between you and us to enter into the  Transaction  on the terms set forth  below,  constitutes  a  "Confirmation"  as
referred to in the "ISDA Form  Master  Agreement"  (as defined  below),  as well as a  "Schedule"  as referred to in the ISDA Form Master
Agreement.

1.   This Agreement is subject to the 2000 ISDA Definitions (the "Definitions"),  as published by the International Swaps and Derivatives
Association,  Inc.  ("ISDA").  You and we have agreed to enter into this  Agreement  in lieu of  negotiating  a Schedule to the 1992 ISDA
Master Agreement  (Multicurrency—Cross  Border) form (the "ISDA Form Master  Agreement") but, rather, an ISDA Form Master Agreement shall
be deemed to have been  executed by you and us on the date we entered into the  Transaction.  In the event of any  inconsistency  between
the provisions of this  Agreement and the  Definitions or the ISDA Form Master  Agreement,  this Agreement  shall prevail for purposes of
the  Transaction.  Terms  capitalized  but not defined  herein shall have the meanings  attributed  to them in the Pooling and  Servicing
Agreement.  Each reference to a "Section"  (unless  specifically  referencing  the Pooling and Servicing  Agreement or to a "Section" "of
this Agreement") will be construed as a reference to a Section of the ISDA Form Master Agreement.


2.     The terms of the particular Transaction to which this Confirmation relates are as follows:

       Type of Transaction:                 Rate Cap

       Notional Amount:                     With  respect to any  Calculation  Period,  the lesser of (i) the amount set forth for such
                                            Calculation  Period on Schedule I attached  hereto and (ii) the Current  Principal  Balance
                                            of the Class [__________] and Class  [__________]  Certificates as of the first day of that
                                            Calculation Period.

       Trade Date:                          July 19, 2006

       Effective Date:                      July 31, 2006

       Termination Date:                    June 25, 2011, subject to adjustment in accordance with the Business Day Convention.

       Fixed Amount (Premium):

              Fixed Rate Payer:             Counterparty

              Fixed Rate Payer
              Payment Date:                 July 31, 2006

              Fixed Amount:                 USD 733,000

       Floating Amounts:

              Floating Rate Payer:          BSFP

              Cap Rate:                     The Cap Rate set forth for such Calculation Period on Schedule I

              Floating Rate Payer
              Period End  Dates:            The  25th calendar day of each month during the Term of this  Transaction,  commencing
                                            August 25, 2006 and ending on the  Termination  Date,  subject to  adjustment in accordance
                                            with the Business Day Convention.

                Floating Rate Payer
                Payment  Dates:             Early  Payment shall be applicable.  The Floating Rate Payer Payment Dates shall be one
                                            Business Day preceding each Floating Rate Payer Period End Date.


              Floating Rate Option:         USD-LIBOR-BBA
              Designated Maturity:          One month

              Floating Rate Day
              Count Fraction:               Act/360

              Reset Dates:                  The first day of each Calculation Period

              Compounding:                  Inapplicable

       Business Days:                       New York

       Business Day Convention:             Following

3.     Additional Provisions:               1) Each party hereto is hereby advised and  acknowledges  that the other party has engaged in
                                            (or  refrained  from  engaging  in)  substantial  financial  transactions  and has  taken (or
                                            refrained  from  taking)  other  material  actions in reliance  upon the entry by the parties
                                            into the  Transaction  being entered into on the terms and conditions set forth herein and in
                                            the Confirmation  relating to such  Transaction,  as applicable.  This paragraph (1) shall be
                                            deemed repeated on the trade date of each Transaction.

                                            2) On each Distribution Date, the Securities  Administrator  shall make available to BSFP via
                                            the  Securities  Administrator's  internet  website  (which  will  initially  be  located  at
                                            http://www.ctslink.com)  a monthly  statement to  Certificateholders  prepared by it pursuant
                                            to the Pooling and Servicing  Agreement  that indicates the aggregate  Certificate  Principal
                                            Balance of the Class [______] and Class [______] Certificates  (following  application of any
                                            payment  in  respect of  principal  on the Class  [______]  and Class  [______]  Certificates
                                            pursuant to the Pooling and Servicing  Agreement on the Distribution  Date (as defined in the
                                            Pooling  and  Servicing  Agreement)  relating to such  Calculation  Period).  Such  aggregate
                                            Certificate  Principal Balance shall be used by BSFP (as Calculation  Agent) as the aggregate
                                            Certificate  Principal  Balance of the Class  [______] and Class  [______]  Certificates  for
                                            purposes of calculating  the amount,  if any,  payable by the Floating Rate Payer on the next
                                            succeeding  Floating  Rate Payer  Payment Date. On or after each Reset Date for a Calculation
                                            Period,  but in no event  later  than  the  close  of  business  on the  third  Business  Day
                                            preceding the related  Floating Rate Payer  Payment Date,  BSFP shall provide the  Securities
                                            Administrator  and the Trustee with written  notice of whether any payment is owed by BSFP to
                                            the  Securities  Administrator  for the  benefit of the  related  Certificateholders  on such
                                            Floating Rate Payer Payment Date, and the amount, if any, of such payment.

4.       Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement:

1)  The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction.

2)  Termination Provisions. For purposes of the ISDA Form Master Agreement:

(a)      "Specified Entity" is not applicable to BSFP or Counterparty for any purpose.

(b)      "Breach of Agreement" provision of Section 5(a)(ii) will not apply to BSFP or Counterparty.

(c)      "Credit  Support  Default"  provisions of Section  5(a)(iii) will not apply to BSFP or  Counterparty,  unless and until a Credit
Support Annex is entered into by BSFP under Part 5(12) and then it shall be applicable to BSFP.

(d)      "Misrepresentation" provisions of Section 5(a)(iv) will not apply to BSFP or Counterparty.

(e)      "Bankruptcy".  The provision of Section 5(a)(vii)(2) will not apply to Counterparty.

(f)      "Specified  Transaction" is not applicable to BSFP or Counterparty for any purpose, and, accordingly,  Section 5(a)(v) shall not
apply to BSFP or Counterparty.

(g)      The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP or to  Counterparty.

(h)      The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to BSFP or Counterparty.

(i)      The "Automatic Early Termination" provision of Section 6(a) will not apply to BSFP or to Counterparty.

(j)      Payments on Early Termination.  For the purpose of Section 6(e) of the ISDA Form Master Agreement:

         (i)      Market Quotation will apply.

         (ii)     The Second Method will apply.

(k)      "Termination Currency" means United States Dollars.

3) Tax Representations.  Not applicable

4) Limitation on Events of Default.  Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,  if at any time and
so long as the  Counterparty  has satisfied in full all its payment  obligations  under Section 2(a)(i) of the ISDA Form Master Agreement
and has at the time no future  payment  obligations,  whether  absolute or contingent,  under such Section,  then unless BSFP is required
pursuant  to  appropriate  proceedings  to return to the  Counterparty  or  otherwise  returns  to the  Counterparty  upon  demand of the
Counterparty  any  portion  of any such  payment,  (a) the  occurrence  of an event  described  in Section  5(a) of the ISDA Form  Master
Agreement with respect to the  Counterparty  shall not  constitute an Event of Default or Potential  Event of Default with respect to the
Counterparty  as  Defaulting  Party and (b) BSFP shall be entitled to designate an Early  Termination  Date  pursuant to Section 6 of the
ISDA Form Master  Agreement only as a result of the occurrence of a Termination  Event set forth in either Section 5(b)(i) or 5(b)(ii) of
the ISDA Form Master  Agreement  with respect to BSFP as the Affected  Party,  or Section  5(b)(iii) with respect to BSFP as the Burdened
Party.  For purposes of the Transaction to which this Agreement  relates,  Counterparty's  only  obligation  under Section 2(a)(i) of the
ISDA Form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date.

5) Documents to be Delivered. For the purpose of Section 4(a):

(1)      Tax forms, documents, or certificates to be delivered are:

Party required to deliver document    Form/Document/                     Date by which to
                                      Certificate                        be delivered

BSFP and                              Any    document    required   or   Promptly  after the earlier of (i) reasonable
the Counterparty                      reasonably  requested  to  allow   demand by either party or (ii)  learning that
                                      the   other    party   to   make   such form or document is required
                                      payments  under  this  Agreement
                                      without   any    deduction    or
                                      withholding   for   or  on   the
                                      account  of any Tax or with such
                                      deduction  or  withholding  at a
                                      reduced rate

(2)      Other documents to be delivered are:

Party required to        Form/Document/                  Date by which to              Covered by Section 3(d)
deliver document         Certificate                     be delivered                  Representation

BSFP and                 Any documents required by       Upon the execution and        Yes
the Counterparty         the receiving party to          delivery of this Agreement
                         evidence the authority of       and such Confirmation
                         the delivering party or its
                         Credit Support Provider, if
                         any, for it to execute and
                         deliver this Agreement, any
                         Confirmation , and any
                         Credit Support Documents to
                         which it is a party, and to
                         evidence the authority of
                         the delivering party or its
                         Credit Support Provider, if
                         any, to perform its
                         obligations under this
                         Agreement, such
                         Confirmation and/or Credit
                         Support Document, as the
                         case may be

BSFP and                 A certificate of an             Upon the execution and        Yes
the Counterparty         authorized officer of the       delivery of this Agreement
                         party, as to the incumbency     and such Confirmation
                         and authority of the
                         respective officers of the
                         party signing this Agreement,
                         any relevant Credit Support
                         Document, or any
                         Confirmation, as the case may
                         be

BSFP                     An opinion of counsel with      Upon the execution and        Yes
                         respect to the due              delivery of this Agreement
                         authorization, execution and    and such Confirmation
                         enforceability of this
                         Agreement, acceptable to
                         Counterparty.

Counterparty             An executed copy of the         Within 30 days after the      No
                         Pooling and Servicing           date of this Agreement.
                         Agreement.


6)  Miscellaneous. Miscellaneous

(a)      Address for Notices:  For the purposes of Section 12(a) of the ISDA Form Master Agreement:


         Address for notices or communications to BSFP:

                  Address:          383 Madison Avenue, New York, New York 10179
                  Attention:        DPC Manager
                  Facsimile:       (212) 272-5823

         with a copy to:

                  Address:          One Metrotech Center North, Brooklyn, New York 11201
                  Attention:        Derivative Operations - 7th Floor
                  Facsimile:        (212) 272-1634

                  (For all purposes)

         Address for notices or communications to the Counterparty:

                  Address:          Citibank, N.A.
                                    388 Greenwich Street, 14th Floor, New York, New York 10013
                  Attention:        John Hannon
                  Telephone:        (212) 816-5693
                  Facsimile:        (212) 816-5527

         With a copy to:

                   Address:         Wells Fargo Bank, N.A.
                                    9062 Old Annapolis Road, Columbia, Maryland 21045
                   Attention:       Client Manager/Bear Stearns ALT-A Trust 2006-5.
                   Telephone:       (410) 884-2000
                   Facsimile:       (410) 715-2380


                  (For all purposes)

(b)      Process Agent.  For the purpose of Section 13(c):

                           BSFP appoints as its
                           Process Agent:            Not Applicable

                           The Counterparty appoints as its
                           Process Agent:            Not Applicable

(c)      Offices.  The provisions of Section 10(a) of the ISDA Form Master  Agreement will not apply to this Agreement;  neither BSFP nor
the  Counterparty  have any Offices other than as set forth in the Notices  Section and BSFP agrees that, for purposes of Section 6(b) of
the ISDA Form Master Agreement, it shall not in future have any Office other than one in the United States.

(d)      Multibranch Party.  For the purpose of Section 10(c) of the ISDA Form Master Agreement:

         BSFP is not a Multibranch Party.

         The Counterparty is not a Multibranch Party.

(e)      Calculation Agent.  The Calculation Agent is BSFP.

(f)      Credit Support Document.  Not applicable for either BSFP or the Counterparty.

(g)      Credit Support Provider.

         BSFP:                      Not Applicable

         The Counterparty:          Not Applicable

(h)      Governing Law.        The  parties  to this  Agreement  hereby  agree that the law of the State of New York  (without  regard to
conflicts of law  principles  (other than Section 5-1401 of the New York General  Obligations  Law)) shall govern their rights and duties
in whole.

(i)      Severability.     If any term, provision,  covenant, or condition of this Agreement,  or the application thereof to any party or
circumstance,  shall be held to be invalid or  unenforceable  (in whole or in part) for any  reason,  the  remaining  terms,  provisions,
covenants,  and  conditions  hereof shall  continue in full force and effect as if this  Agreement  had been executed with the invalid or
unenforceable  portion eliminated,  so long as this Agreement as so modified continues to express,  without material change, the original
intentions  of the  parties as to the subject  matter of this  Agreement  and the  deletion of such  portion of this  Agreement  will not
substantially impair the respective benefits or expectations of the parties.

The parties shall endeavor to engage in good faith  negotiations to replace any invalid or  unenforceable  term,  provision,  covenant or
condition with a valid or enforceable  term,  provision,  covenant or condition,  the economic effect of which comes as close as possible
to that of the invalid or unenforceable term, provision, covenant or condition.

(j)      Consent to Recording.  Each party hereto  consents to the  monitoring  or  recording,  at any time and from time to time, by the
other party of any and all communications  between officers or employees of the parties,  waives any further notice of such monitoring or
recording, and agrees to notify its officers and employees of such monitoring or recording.

(k)      Waiver of Jury Trial.      Each party waives any right it may have to a trial by jury in respect of any Proceedings  relating to
this Agreement or any Credit Support Document.

(l)      Transfer,  Amendment and  Assignment.  No transfer,  amendment,  waiver,  supplement,  assignment or other  modification of this
Transaction  shall be  permitted  by either  party  unless S&P and Moody's  (as each such term is defined in the  Pooling  and  Servicing
Agreement) has been provided notice of the same and confirms in writing (including by facsimile  transmission)  within five Business Days
after such notice is given that it will not downgrade,  withdraw or otherwise  modify its  then-current  rating of the Class [______] and
Class [______] Certificates.

7) "Affiliate" will have the meaning  specified in Section 14 of the ISDA Form Master  Agreement,  provided that BSFP shall not be deemed
to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii).

8)  Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g):

         (g)      Relationship Between Parties.

                           Each party represents to the other party on each date when it enters into a Transaction that:--

                  (1)  Nonreliance.  It is not relying on any statement or  representation  of the other party  regarding the Transaction
(whether  written or oral),  other than the  representations  expressly  made in this  Agreement or the  Confirmation  in respect of that
Transaction.

                  (2) Evaluation and Understanding.

                  (i) It has the capacity to evaluate  (internally or through  independent  professional  advice) the Transaction and has
made its own decision to enter into the Transaction; and

                  (ii) It understands  the terms,  conditions and risks of the  Transaction and is willing and able to accept those terms
and conditions and to assume those risks, financially and otherwise.

                  (3) Purpose.  It is entering into the Transaction  for the purposes of managing its borrowings or investments,  hedging
its underlying assets or liabilities or in connection with a line of business.

                  (4)  Principal.  It is  entering  into  the  Transaction  as  principal,  and not as agent  or in any  other  capacity,
fiduciary or otherwise.

                  (5) Eligible  Contract  Participant.  Each party represents that it constitutes an "eligible  contract  participant" as
such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended."

9)   Non-Petition.  BSFP hereby irrevocably and  unconditionally  agrees that it will not institute against,  or join any other person in
instituting  against  or cause  any other  person  to  institute  against  Counterparty,  any  bankruptcy,  reorganization,  arrangement,
insolvency,  or similar  proceeding under the laws of the United States, or any other  jurisdiction for the non-payment of any amount due
hereunder or any other  reason until the payment in full of the  Certificates  and the  expiration  of a period of one year plus ten days
(or, if longer, the applicable preference period) following such payment.

10)  Set-off.  The  provisions  for Set-off set forth in Section 6(e) of the ISDA Form Master  Agreement  shall not apply for purposes of
this Transaction.

11)  Additional Termination Events. Additional Termination Events will apply.

Rating Agency  Downgrade.  If a Rating Agency  Downgrade has occurred and BSFP has not,  within 30 days of such Rating Agency  Downgrade,
complied  with Section 12 below,  then an  Additional  Termination  Event shall have  occurred with respect to BSFP and BSFP shall be the
sole Affected Party with respect to such an Additional Termination Event.

Swap  Disclosure  Event.  If, upon the occurrence of a Swap Disclosure  Event (as defined in Section 14(ii) below),  BSFP has not, within
10 days after such Swap  Disclosure  Event  complied with any of the provisions  set forth in Section  14(iii) below,  then an Additional
Termination  Event shall have  occurred with respect to BSFP and BSFP shall be the sole  Affected  Party with respect to such  Additional
Termination Event.

12)   Rating Agency  Downgrade.  If a Ratings Event (as defined below) occurs with respect to BSFP,  then BSFP shall, at its own expense,
(i) assign this Transaction  hereunder to a third party within (30) days of such Ratings Event that meets or exceeds,  or as to which any
applicable credit support provider meets or exceeds,  the Approved Ratings Thresholds (as defined below) or (ii) deliver collateral,  and
an executed ISDA Credit Support Annex (which shall thereafter be a Credit Support  Document for purposes of this Agreement),  within (30)
days of such Ratings Event and subject to S&P and Moody's  written  confirmation  that delivery of such collateral in the context of such
downgrade  will not result in a withdrawal,  qualification  or downgrade of its then current  rating  assigned to the Class  [______] and
Class  [______]  Certificates.  For the  avoidance  of  doubt,  a  downgrade  of the  rating  on the Class  [______]  and Class  [______]
Certificates  could  occur in the event that BSFP does not post  sufficient  collateral.  For  purposes of this  Transaction,  a "Ratings
Event" shall occur with respect to BSFP, if its  counterparty  credit  rating  ceases to be rated at least "AA-" by Standard & Poor's,  a
division of The  McGraw-Hill  Companies,  Inc.  (including in connection  with a merger,  consolidation  or other similar  transaction by
BSFP),  such rating being  referred to herein as the  "Approved  Ratings  Threshold",  (unless,  within 30 days after such  withdrawal or
downgrade,  S&P and  Moody's  has  reconfirmed  its rating of the Class  [______]  and Class  [______]  Certificates  which was in effect
immediately prior to such withdrawal or downgrade).

In the event that BSFP's long-term  unsecured and unsubordinated  debt rating is withdrawn or reduced below "BBB-" by S&P, then within 10
Business  Days after such rating  withdrawal  or downgrade,  BSFP shall,  subject to the Rating Agency  Condition and at its own expense,
either (i) secure  another  entity to replace BSFP as party to this  Agreement  that meets or exceeds the Approved  Rating  Thresholds on
terms  substantially  similar to this  Agreement  or (ii) obtain a guaranty  of, or a  contingent  agreement  of another  person with the
Approved  Rating  Thresholds,  to honor,  BSFP's  obligations  under this  Agreement.  For  purposes of this  provision,  "Rating  Agency
Condition" means,  with respect to any particular  proposed act or omission to act hereunder that the party acting or failing to act must
consult with each of the Swap Rating  Agencies  then  providing a rating of the  Certificates  and any Notes and receive from each of the
Swap Rating Agencies a prior written  confirmation  that the proposed action or inaction would not cause a downgrade or withdrawal of the
then-current rating of the Certificates.

13)   Trustee  Capacity.  It is expressly  understood  and agreed by the parties hereto that insofar as this Agreement is executed by the
Trustee (i) this Agreement is executed by Citibank,  N.A., not in its individual  capacity,  but solely as Trustee in the exercise of the
powers and authority  conferred and vested in it under the Pooling and Servicing  Agreement (ii) under no  circumstances  shall Citibank,
N.A. in its individual  capacity be personally  liable for the payment of any  indebtedness  or expenses or be personally  liable for the
breach or failure of any obligation,  representation,  warranty or covenant made or undertaken under this Agreement and (iii) each of the
representations,  undertakings and agreements  herein made on behalf of the Trust is made and intended not as a personal  representation,
undertaking or agreement of the Trustee but is made and intended for the purpose of binding the Trust only.

14) Compliance with Regulation AB.

(i)   BSFP agrees and acknowledges that Bear Stearns ALT-A Trust 2006-5,  defined herein as "Counterparty",  is required under Regulation
AB as defined under the Pooling and  Servicing  Agreement,  to disclose  certain  financial  information  regarding  BSFP or its group of
affiliated  entities,  if applicable,  depending on the aggregate  "significance  percentage" of this Agreement and any other  derivative
contracts  between BSFP or its group of  affiliated  entities,  if  applicable,  and  Counterparty,  as  calculated  from time to time in
accordance with Item 1115 of Regulation AB.

(ii)  It shall be a swap disclosure event ("Swap Disclosure Event") if, on any Business Day after the date hereof,  Counterparty requests
from BSFP the  applicable  financial  information  described  in Item 1115 of  Regulation  AB (such  request to be based on a  reasonable
determination by Counterparty, in good faith, that such information is required under Regulation AB) (the "Swap Financial Disclosure").

(iii) Upon the occurrence of a Swap  Disclosure  Event,  BSFP, at its own expense,  shall (1)(a) either (i) provide to  Counterparty  the
current Swap Financial  Disclosure in an  EDGAR-compatible  format (for example,  such  information may be provided in Microsoft Word® or
Microsoft  Excel® format but not in .pdf format) or (ii) provide written consent to  Counterparty to  incorporation  by reference of such
current Swap Financial  Disclosure that are filed with the Securities and Exchange  Commission in the reports of the Trust filed pursuant
to the  Exchange  Act,  (b) if  applicable,  cause its  outside  accounting  firm to provide its  consent to filing or  incorporation  by
reference of such  accounting  firm's  report  relating to their audits of such current  Swap  Financial  Disclosure  in the Exchange Act
Reports of the  Depositor,  and (c) provide to the Depositor  any updated Swap  Financial  Disclosure  with respect to BSFP or any entity
that  consolidates  BSFP within five days of the release of any such updated Swap  Financial  Disclosure;  (2) secure  another  entity to
replace BSFP as party to this Agreement on terms  substantially  similar to this Agreement,  which entity (or a guarantor therefor) meets
or exceeds the Approved  Rating  Thresholds and which  satisfies the Rating Agency  Condition and which entity is able to comply with the
requirements  of Item 1115 of Regulation  AB; or (3) obtain a guaranty of BSFP's  obligations  under this  Agreement from an affiliate of
BSFP that is able to comply  with the  financial  information  disclosure  requirements  of Item 1115 of  Regulation  AB,  and cause such
affiliate to provide Swap Financial  Disclosure and any future Swap Financial  Disclosure,  such that  disclosure  provided in respect of
such affiliate will satisfy any disclosure requirements applicable to the Swap Provider.

(iv)  BSFP agrees that, in the event that BSFP provides Swap Financial  Disclosure to  Counterparty in accordance with clause (iii)(1) of
paragraph 14 or causes its  affiliate to provide  Swap  Financial  Disclosure  to  Counterparty  in  accordance  with clause  (iii)(3) of
paragraph  14, it will  indemnify  and hold  harmless  Counterparty,  its  respective  directors or officers  and any person  controlling
Counterparty,  from and against any and all losses,  claims,  damages and  liabilities  caused by any untrue  statement or alleged untrue
statement of a material fact contained in such Swap Financial  Disclosure or caused by any omission or alleged  omission to state in such
Swap  Financial  Disclosure a material fact required to be stated therein or necessary to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading.

(v)   If Counterparty  reasonably requests, BSFP shall provide such other information as may be necessary for Counterparty to comply with
Item 1115 of Regulation AB.

(vi)  Counterparty  shall be an express third party  beneficiary of this  Agreement as if a party hereto to the extent of  Counterparty's
rights explicitly specified in this paragraph 14.


NEITHER THE BEAR STEARNS  COMPANIES  INC. NOR ANY  SUBSIDIARY  OR AFFILIATE OF THE BEAR STEARNS  COMPANIES  INC.  OTHER THAN BEAR STEARNS
FINANCIAL PRODUCTS INC. IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.


5.     Account Details and
       Settlement Information:              Payments to BSFP:
                                            Citibank N.A., NY
                                            ABA Code:  021-000-089, for the account of
                                            Bear Stearns Securities Corp.
                                            Account Number: 0925-3186, for further credit to
                                            Bear Stearns Financial Products Inc.
                                            Sub-account Number: 102-04654-1-3
                                            Attention: Derivatives Department

                                            Payments to Counterparty:
                                            Wells Fargo Bank, N.A.
                                            ABA# 121000248
                                            Account Name: SAS Clearing
                                            Account #: 3970771416
                                            FFC to: BSALTA 2006-5, Reserve Account #50937301

This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

Counterparty  hereby agrees to check this Agreement and to confirm that the foregoing  correctly sets forth the terms of the  Transaction
by signing in the space  provided below and returning to BSFP a facsimile of the  fully-executed  Agreement to  212-272-9857.  To discuss
an inquiry  regarding  U.S.  Transactions,  please  contact Nick Girardi by telephone at  212-272-8420.  For all other  inquiries  please
contact Derivatives Documentation by telephone at 353-1-402-6233. Originals will be provided for your execution upon your request.











We are very pleased to have  executed this  Transaction  with you and we look forward to completing  other  transactions  with you in the
near future.

Very truly yours,

BEAR STEARNS FINANCIAL PRODUCTS INC.



By:    ___________________________
       Name:
       Title:

Counterparty,  acting through its duly authorized signatory,  hereby agrees to, accepts and confirms the terms of the foregoing as of the
Trade Date.

BEAR STEARNS ALT-A TRUST 2006-5
By: Citibank, N.A., not individually but solely as Trustee



By:    ___________________________
       Name:
       Title:




                                                              SCHEDULE I
                         (all such dates subject to adjustment in accordance with the Business Day Convention)



                  ------------------------- --------------------- --------------------- --------
                                                                                         Cap
                     From and including       To but excluding      Notional Amount      Rate
                                                                         (USD)            (%)
                  ------------------------- --------------------- --------------------- --------
                       Effective Date           25-Aug-2006                944,698,000     7.29
                  ------------------------- --------------------- --------------------- --------
                        25-Aug-2006             25-Sep-2006                921,131,818     7.32
                  ------------------------- --------------------- --------------------- --------
                        25-Sep-2006             25-Oct-2006                898,101,009     7.36
                  ------------------------- --------------------- --------------------- --------
                        25-Oct-2006             25-Nov-2006                875,592,695     7.43
                  ------------------------- --------------------- --------------------- --------
                        25-Nov-2006             25-Dec-2006                853,595,415     7.49
                  ------------------------- --------------------- --------------------- --------
                        25-Dec-2006             25-Jan-2007                832,097,149     7.52
                  ------------------------- --------------------- --------------------- --------
                        25-Jan-2007             25-Feb-2007                811,086,518     7.52
                  ------------------------- --------------------- --------------------- --------
                        25-Feb-2007             25-Mar-2007                790,552,466     7.52
                  ------------------------- --------------------- --------------------- --------
                        25-Mar-2007             25-Apr-2007                770,484,292      7.6
                  ------------------------- --------------------- --------------------- --------
                        25-Apr-2007             25-May-2007                750,871,718      7.6
                  ------------------------- --------------------- --------------------- --------
                        25-May-2007             25-Jun-2007                731,704,030      7.6
                  ------------------------- --------------------- --------------------- --------
                        25-Jun-2007             25-Jul-2007                712,970,991     7.63
                  ------------------------- --------------------- --------------------- --------
                        25-Jul-2007             25-Aug-2007                694,662,748     7.63
                  ------------------------- --------------------- --------------------- --------
                        25-Aug-2007             25-Sep-2007                676,769,697     7.63
                  ------------------------- --------------------- --------------------- --------
                        25-Sep-2007             25-Oct-2007                659,282,458     7.63
                  ------------------------- --------------------- --------------------- --------
                        25-Oct-2007             25-Nov-2007                642,191,819     7.63
                  ------------------------- --------------------- --------------------- --------
                        25-Nov-2007             25-Dec-2007                625,489,081     7.63
                  ------------------------- --------------------- --------------------- --------
                        25-Dec-2007             25-Jan-2008                609,165,159     7.65
                  ------------------------- --------------------- --------------------- --------
                        25-Jan-2008             25-Feb-2008                593,211,436     7.65
                  ------------------------- --------------------- --------------------- --------
                        25-Feb-2008             25-Mar-2008                577,619,624     7.65
                  ------------------------- --------------------- --------------------- --------
                        25-Mar-2008             25-Apr-2008                562,381,584     7.75
                  ------------------------- --------------------- --------------------- --------
                        25-Apr-2008             25-May-2008                547,489,183     7.75
                  ------------------------- --------------------- --------------------- --------
                        25-May-2008             25-Jun-2008                532,934,548     7.75
                  ------------------------- --------------------- --------------------- --------
                        25-Jun-2008             25-Jul-2008                518,709,882     7.79
                  ------------------------- --------------------- --------------------- --------
                        25-Jul-2008             25-Aug-2008                504,807,829     7.79
                  ------------------------- --------------------- --------------------- --------
                        25-Aug-2008             25-Sep-2008                491,221,080     7.79
                  ------------------------- --------------------- --------------------- --------
                        25-Sep-2008             25-Oct-2008                477,942,501     7.79
                  ------------------------- --------------------- --------------------- --------
                        25-Oct-2008             25-Nov-2008                464,965,112     7.82
                  ------------------------- --------------------- --------------------- --------
                        25-Nov-2008             25-Dec-2008                452,282,145     7.82
                  ------------------------- --------------------- --------------------- --------
                        25-Dec-2008             25-Jan-2009                439,887,041     7.82
                  ------------------------- --------------------- --------------------- --------
                        25-Jan-2009             25-Feb-2009                427,773,098     7.82
                  ------------------------- --------------------- --------------------- --------
                        25-Feb-2009             25-Mar-2009                415,933,943     7.82
                  ------------------------- --------------------- --------------------- --------
                        25-Mar-2009             25-Apr-2009                404,363,357     7.93
                  ------------------------- --------------------- --------------------- --------
                        25-Apr-2009             25-May-2009                393,055,184     7.93
                  ------------------------- --------------------- --------------------- --------
                        25-May-2009             25-Jun-2009                382,003,247     7.99
                  ------------------------- --------------------- --------------------- --------
                        25-Jun-2009             25-Jul-2009                371,197,666     8.07
                  ------------------------- --------------------- --------------------- --------
                        25-Jul-2009             25-Aug-2009                360,634,794     8.07
                  ------------------------- --------------------- --------------------- --------
                        25-Aug-2009             25-Sep-2009                360,634,794     8.07
                  ------------------------- --------------------- --------------------- --------
                        25-Sep-2009             25-Oct-2009                355,596,484     8.07
                  ------------------------- --------------------- --------------------- --------
                        25-Oct-2009             25-Nov-2009                347,511,356     8.07
                  ------------------------- --------------------- --------------------- --------
                        25-Nov-2009             25-Dec-2009                339,609,691     8.07
                  ------------------------- --------------------- --------------------- --------
                        25-Dec-2009             25-Jan-2010                331,887,396     8.12
                  ------------------------- --------------------- --------------------- --------
                        25-Jan-2010             25-Feb-2010                324,340,404     8.12
                  ------------------------- --------------------- --------------------- --------
                        25-Feb-2010             25-Mar-2010                316,964,740     8.12
                  ------------------------- --------------------- --------------------- --------
                        25-Mar-2010             25-Apr-2010                309,756,518     8.12
                  ------------------------- --------------------- --------------------- --------
                        25-Apr-2010             25-May-2010                302,711,942     8.15
                  ------------------------- --------------------- --------------------- --------
                        25-May-2010             25-Jun-2010                295,827,318     8.19
                  ------------------------- --------------------- --------------------- --------
                        25-Jun-2010             25-Jul-2010                289,099,149     8.23
                  ------------------------- --------------------- --------------------- --------
                        25-Jul-2010             25-Aug-2010                282,523,738     8.23
                  ------------------------- --------------------- --------------------- --------
                        25-Aug-2010             25-Sep-2010                276,097,619     8.23
                  ------------------------- --------------------- --------------------- --------
                        25-Sep-2010             25-Oct-2010                269,817,407     8.23
                  ------------------------- --------------------- --------------------- --------
                        25-Oct-2010             25-Nov-2010                263,679,794     8.23
                  ------------------------- --------------------- --------------------- --------
                        25-Nov-2010             25-Dec-2010                257,681,544     8.23
                  ------------------------- --------------------- --------------------- --------
                        25-Dec-2010             25-Jan-2011                251,819,498     8.26
                  ------------------------- --------------------- --------------------- --------
                        25-Jan-2011             25-Feb-2011                246,090,575     8.26
                  ------------------------- --------------------- --------------------- --------
                        25-Feb-2011             25-Mar-2011                240,491,748     8.26
                  ------------------------- --------------------- --------------------- --------
                        25-Mar-2011             25-Apr-2011                235,020,065     8.26
                  ------------------------- --------------------- --------------------- --------
                        25-Apr-2011             25-May-2011                229,672,551     8.29
                  ------------------------- --------------------- --------------------- --------
                        25-May-2011           Termination Date             224,446,370     8.41
                  ------------------------- --------------------- --------------------- --------




                                                                                                                              EXHIBIT Q


                                                   FORM 10-D, FORM 8-K AND FORM 10-K
                                                       REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for reporting the
information to the party identified as responsible for preparing the Securities Exchange Act Reports pursuant to Section 4.18 of the
Pooling and Servicing Agreement.

Under Item 1 of Form 10-D: a) items marked "Monthly Statement to Certificateholders" are required to be included in the periodic
Distribution Date statement under Section 6.06, provided by the Securities Administrator based on information received from the party
providing such information; and b) items marked "Form 10-D report" are required to be in the Form 10-D report but not the Monthly
Statements to Certificateholders, provided by the party indicated.  Information under all other Items of Form 10-D is to be included
in the Form 10-D report.  All such information and any other Items on Form 8-K and Form 10-D set forth in this Exhibit shall be sent
to the Securities Administrator and the Depositor.

----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
Form        Item    Description            Servicers     Master      Securities         Custodian      Trustee        Depositor     Sponsor
                                                         Servicer    Administrator                     (nominal)
----------- --------------------------------------------------------------------------- -------------- -------------- ------------- -----------
10-D        Must be filed within 15 days of the distribution date for the
            asset-backed securities.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            1       Distribution and
                    Pool Performance
                    Information
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1121(a) –
                    Distribution and
                    Pool Performance
                    Information
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (1) Any applicable                               X
                    record dates,
                    accrual dates,                                   (Monthly
                    determination dates                              Statements to
                    for calculating                                  Certificateholders)
                    distributions and
                    actual distribution
                    dates for the
                    distribution period.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (2) Cash flows                                   X
                    received and the
                    sources thereof for                              (Monthly
                    distributions, fees                              Statements to
                    and expenses.                                    Certificateholders)
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (3) Calculated                                   X
                    amounts and
                    distribution of the                              (Monthly
                    flow of funds for                                Statements to
                    the period itemized                              Certificateholders)
                    by type and priority
                    of payment,
                    including:
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                             (i) Fees or                             X
                    expenses accrued and
                    paid, with an                                    (Monthly
                    identification of                                Statements to
                    the general purpose                              Certificateholders)
                    of such fees and the
                    party receiving such
                    fees or expenses.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                             (ii)                                    X
                    Payments accrued or
                    paid with respect to                             (Monthly
                    enhancement or other                             Statements to
                    support identified                               Certificateholders)
                    in Item 1114 of
                    Regulation AB (such
                    as insurance
                    premiums or other
                    enhancement
                    maintenance fees),
                    with an
                    identification of
                    the general purpose
                    of such payments and
                    the party receiving
                    such payments.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                             (iii)                                   X
                    Principal, interest
                    and other                                        (Monthly
                    distributions                                    Statements to
                    accrued and paid on                              Certificateholders)
                    the asset-backed
                    securities by type
                    and by class or
                    series and any
                    principal or
                    interest shortfalls
                    or carryovers.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                             (iv) The                                X
                    amount of excess
                    cash flow or excess                              (Monthly
                    spread and the                                   Statements to
                    disposition of                                   Certificateholders)
                    excess cash flow.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (4) Beginning and                                X
                    ending principal
                    balances of the                                  (Monthly
                    asset-backed                                     Statements to
                    securities.                                      Certificateholders)
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (5) Interest rates                               X
                    applicable to the
                    pool assets and the                              (Monthly
                    asset-backed                                     Statements to
                    securities, as                                   Certificateholders)
                    applicable. Consider
                    providing interest
                    rate information for
                    pool assets in
                    appropriate
                    distributional
                    groups or
                    incremental ranges.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (6) Beginning and                                X
                    ending balances of
                    transaction                                      (Monthly
                    accounts, such as                                Statements to
                    reserve accounts,                                Certificateholders)
                    and material account
                    activity during the
                    period.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (7) Any amounts                                  X
                    drawn on any credit
                    enhancement or other                             (Monthly
                    support identified                               Statements to
                    in Item 1114 of                                  Certificateholders)
                    Regulation AB, as
                    applicable, and the
                    amount of coverage
                    remaining under any
                    such enhancement, if
                    known and applicable.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (8) Number and                                   X                                                Updated
                    amount of pool                                                                                    pool
                    assets at the                                    (Monthly                                         composition
                    beginning and ending                             Statements to                                    information
                    of each period, and                              Certificateholders)                              fields to
                    updated pool                                                                                      be as
                    composition                                                                                       specified
                    information, such as                                                                              by
                    weighted average                                                                                  Depositor
                    coupon, weighted                                                                                  from time
                    average remaining                                                                                 to time
                    term, pool factors
                    and prepayment
                    amounts.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (9) Delinquency and    X             X           X
                    loss information for
                    the period.                                      (Monthly
                                                                     Statements to
                                                                     Certificateholders)
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    In addition,           X
                    describe any
                    material changes to
                    the information
                    specified in Item
                    1100(b)(5) of
                    Regulation AB
                    regarding the pool
                    assets. (methodology)
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (10) Information on    X             X           X
                    the amount, terms
                    and general purpose                              (Monthly
                    of any advances made                             Statements to
                    or reimbursed during                             Certificateholders)
                    the period,
                    including the
                    general use of funds
                    advanced and the
                    general source of
                    funds for
                    reimbursements.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (11) Any material      X             X           X
                    modifications,
                    extensions or                                    (Monthly
                    waivers to pool                                  Statements to
                    asset terms, fees,                               Certificateholders)
                    penalties or
                    payments during the
                    distribution period
                    or that have
                    cumulatively become
                    material over time.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (12) Material          X             X           X                                                X
                    breaches of pool
                    asset                                            (if agreed upon
                    representations or                               by the parties)
                    warranties or
                    transaction
                    covenants.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (13) Information on                              X
                    ratio, coverage or
                    other tests used for                             (Monthly
                    determining any                                  Statements to
                    early amortization,                              Certificateholders)
                    liquidation or other
                    performance trigger
                    and whether the
                    trigger was met.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    (14) Information                                                                                  X
                    regarding any new
                    issuance of
                    asset-backed
                    securities backed by
                    the same asset pool,
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                          information      X             X           X                                                X
                          regarding any
                          pool asset
                          changes (other
                          than in
                          connection
                          with a pool
                          asset
                          converting
                          into cash in
                          accordance
                          with its
                          terms), such
                          as additions
                          or removals in
                          connection
                          with a
                          prefunding or
                          revolving
                          period and
                          pool asset
                          substitutions
                          and
                          repurchases
                          (and purchase
                          rates, if
                          applicable),
                          and cash flows
                          available for
                          future
                          purchases,
                          such as the
                          balances of
                          any prefunding
                          or revolving
                          accounts, if
                          applicable.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                          Disclose any                                                                                X             X
                          material
                          changes in the
                          solicitation,
                          credit-granting,
                          underwriting,
                          origination,
                          acquisition or
                          pool selection
                          criteria or
                          procedures, as
                          applicable,
                          used to
                          originate,
                          acquire or
                          select the new
                          pool assets.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1121(b) –                                                                                    X
                    Pre-Funding or
                    Revolving Period
                    Information

                    Updated pool
                    information as
                    required under Item
                    1121(b).
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            2       Legal Proceedings
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1117 – Legal
                    proceedings pending
                    against the
                    following entities,
                    or their respective
                    property, that is
                    material to
                    Certificateholders,
                    including
                    proceedings known to
                    be contemplated by
                    governmental
                    authorities:
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Sponsor (Seller)                                                                                                X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Depositor                                                                                         X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Trustee

----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Issuing entity                                                                                    X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Master Servicer,       X             X
                    affiliated Servicer,
                    other Servicer
                    servicing 20% or
                    more of pool assets
                    at time of report,
                    other material
                    servicers
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Securities                                       X
                    Administrator
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Originator of 20% or                                                                              X
                    more of pool assets
                    as of the Cut-off
                    Date
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Custodian                                                           X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            3       Sales of Securities
                    and Use of Proceeds
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Information from                                                                                  X
                    Item 2(a) of Part II
                    of Form 10-Q:

                    With respect to any
                    sale of securities
                    by the sponsor,
                    depositor or issuing
                    entity, that are
                    backed by the same
                    asset pool or are
                    otherwise issued by
                    the issuing entity,
                    whether or not
                    registered, provide
                    the sales and use of
                    proceeds information
                    in Item 701 of
                    Regulation S-K.
                    Pricing information
                    can be omitted if
                    securities were not
                    registered.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            4       Defaults Upon Senior
                    Securities
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Information from                                 X
                    Item 3 of Part II of
                    Form 10-Q:

                    Report the
                    occurrence of any
                    Event of Default
                    (after expiration of
                    any grace period and
                    provision of any
                    required notice)
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            5       Submission of
                    Matters to a Vote of
                    Security Holders
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Information from                                 X
                    Item 4 of Part II of
                    Form 10-Q
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            6       Significant Obligors
                    of Pool Assets
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1112(b) –                                                                                    X
                    Significant Obligor
                    Financial
                    Information*
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    *This information
                    need only be
                    reported on the Form
                    10-D for the
                    distribution period
                    in which updated
                    information is
                    required pursuant to
                    the Item.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            7       Significant
                    Enhancement Provider
                    Information
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1114(b)(2) –
                    Credit Enhancement
                    Provider Financial
                    Information*
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                          Determining                                X
                          applicable
                          disclosure
                          threshold
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                          Requesting                                 X
                          required
                          financial
                          information or
                          effecting
                          incorporation
                          by reference
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1115(b) –
                    Derivative
                    Counterparty
                    Financial
                    Information*
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                          Determining                                                                                 X
                          current
                          maximum
                          probable
                          exposure
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                          Determining                                X
                          current
                          significance
                          percentage
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                          Requesting                                 X
                          required
                          financial
                          information or
                          effecting
                          incorporation
                          by reference
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    *This information
                    need only be
                    reported on the Form
                    10-D for the
                    distribution period
                    in which updated
                    information is
                    required pursuant to
                    the Items.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            8       Other Information
----------- ------- ---------------------- ----------------------------------------------------------------------------------------------------
                    Disclose any           The Responsible Party for the applicable Form 8-K item as indicated below.
                    information required
                    to be reported on
                    Form 8-K during the
                    period covered by
                    the Form 10-D but
                    not reported
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            9       Exhibits
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Distribution report                              X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Exhibits required by                                                                              X
                    Item 601 of
                    Regulation S-K, such
                    as material
                    agreements
----------- --------------------------------------------------------------------------- -------------- -------------- ------------- -----------
8-K         Must be filed within four business days of an event reportable on Form
            8-K.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            1.01    Entry into a
                    Material Definitive
                    Agreement
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Disclosure is          X             X           X                                                X             X
                    required regarding
                    entry into or
                    amendment of any
                    definitive agreement
                    that is material to
                    the securitization,
                    even if depositor is
                    not a party.

                    Examples: servicing
                    agreement, custodial
                    agreement.

                    Note: disclosure not
                    required as to
                    definitive
                    agreements that are
                    fully disclosed in
                    the prospectus
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            1.02    Termination of a       X             X           X                                                X             X
                    Material Definitive
                    Agreement
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Disclosure is
                    required regarding
                    termination of  any
                    definitive agreement
                    that is material to
                    the securitization
                    (other than
                    expiration in
                    accordance with its
                    terms), even if
                    depositor is not a
                    party.


                    Examples: servicing
                    agreement, custodial
                    agreement.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            1.03    Bankruptcy or
                    Receivership
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Disclosure is          X             X           X                  X                             X             X
                    required regarding
                    the bankruptcy or
                    receivership, if
                    known to the Master
                    Servicer, with
                    respect to any of
                    the following:

                    Sponsor (Seller),
                    Depositor, Master
                    Servicer, affiliated
                    Servicer, other
                    Servicer servicing
                    20% or more of pool
                    assets at time of
                    report, other
                    material servicers,
                    Certificate
                    Administrator,
                    Trustee, significant
                    obligor, credit
                    enhancer (10% or
                    more), derivatives
                    counterparty,
                    Custodian
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            2.04    Triggering Events
                    that Accelerate or
                    Increase a Direct
                    Financial Obligation
                    or an Obligation
                    under an Off-Balance
                    Sheet Arrangement
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Includes an early                    X           X
                    amortization,
                    performance trigger
                    or other event,
                    including event of
                    default, that would
                    materially alter the
                    payment
                    priority/distribution
                    of cash
                    flows/amortization
                    schedule.

                    Disclosure will be
                    made of events other
                    than waterfall
                    triggers which are
                    disclosed in the
                    Monthly Statement to
                    Certificateholders
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            3.03    Material
                    Modification to
                    Rights of Security
                    Holders
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Disclosure is                                    X                                                X
                    required of any
                    material
                    modification to
                    documents defining
                    the rights of
                    Certificateholders,
                    including the
                    Pooling and
                    Servicing Agreement
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            5.03    Amendments to
                    Articles of
                    Incorporation or
                    Bylaws; Change in
                    Fiscal Year
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Disclosure is                                                                                     X
                    required of any
                    amendment "to the
                    governing documents
                    of the issuing
                    entity"
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            5.06    Change in Shell
                    Company Status
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    [Not applicable to                                                                                X
                    ABS issuers]
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            6.01    ABS Informational
                    and Computational
                    Material
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    [Not included in                                                                                  X
                    reports to be filed
                    under Section 3.18]
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            6.02    Change of Servicer
                    or Trustee
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Requires disclosure    X             X           X                                                X
                    of any removal,
                    replacement,
                    substitution or
                    addition of any
                    master servicer,
                    affiliated servicer,
                    other servicer
                    servicing 10% or
                    more of pool assets
                    at time of report,
                    other material
                    servicers,
                    certificate
                    administrator or
                    trustee.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Reg AB disclosure      X
                    about any new
                    servicer is also
                    required.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Reg AB disclosure                                                                  X
                    about any new                                                                      (to the
                    trustee is also                                                                    extent of a
                    required.                                                                          successor
                                                                                                       trustee)
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Reg AB disclosure                                X
                    about any new
                    securities
                    administrator is
                    also required.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            6.03    Change in Credit
                    Enhancement or Other
                    External Support [In
                    this transaction
                    there is no external
                    enhancement or other
                    support.]
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Covers termination                               X                                                X
                    of any enhancement
                    in manner other than
                    by its terms, the
                    addition of an
                    enhancement, or a
                    material change in
                    the enhancement
                    provided.  Applies
                    to external credit
                    enhancements as well
                    as derivatives.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Reg AB disclosure                                X                                                X
                    about any new
                    enhancement provider
                    is also required.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            6.04    Failure to Make a                                X
                    Required Distribution
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            6.05    Securities Act
                    Updating Disclosure
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    If any material pool                                                                              X
                    characteristic
                    differs by 5% or
                    more at the time of
                    issuance of the
                    securities from the
                    description in the
                    final prospectus,
                    provide updated Reg
                    AB disclosure about
                    the actual asset
                    pool.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    If there are any new                                                                              X
                    servicers or
                    originators required
                    to be disclosed
                    under Regulation AB
                    as a result of the
                    foregoing, provide
                    the information
                    called for in Items
                    1108 and 1110
                    respectively.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            7.01    Regulation FD          X             X           X                  X                             X
                    Disclosure
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            8.01    Other Events
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Any event, with                                                                                   X
                    respect to which
                    information is not
                    otherwise called for
                    in Form 8-K, that
                    the registrant deems
                    of importance to
                    security holders.
----------- ------- ---------------------- ----------------------------------------------------------------------------------------------------
            9.01    Financial Statements   The Responsible Party applicable to reportable event.
                    and Exhibits
----------- --------------------------------------------------------------------------- -------------- --------------- ------------ -----------
10-K        Must be filed within 90 days of the fiscal year end for the registrant.
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- --------------- ------------ -----------
            9B      Other Information
----------- ------- ---------------------- ----------------------------------------------------------------------------------------------------
                    Disclose any           The Responsible Party for the applicable Form 8-K item as indicated above.
                    information required
                    to be reported on
                    Form 8-K during the
                    fourth quarter
                    covered by the Form
                    10-K but not reported
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
            15      Exhibits and
                    Financial Statement
                    Schedules
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1112(b) –                                                                                    X
                    Significant Obligor
                    Financial Information
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1114(b)(2) –
                    Credit Enhancement
                    Provider Financial
                    Information
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                         Determining                                 X
                         applicable
                         disclosure
                         threshold
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                         Requesting                                  X
                         required
                         financial
                         information or
                         effecting
                         incorporation
                         by reference
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1115(b) –
                    Derivative
                    Counterparty
                    Financial Information
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                         Determining                                                                                  X
                         current maximum
                         probable
                         exposure
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                         Determining                                 X
                         current
                         significance
                         percentage
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                         Requesting                                  X
                         required
                         financial
                         information or
                         effecting
                         incorporation
                         by reference
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1117 – Legal
                    proceedings pending
                    against the
                    following entities,
                    or their respective
                    property, that is
                    material to
                    Certificateholders,
                    including
                    proceedings known to
                    be contemplated by
                    governmental
                    authorities:
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Sponsor (Seller)                                                                                                X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Depositor                                                                                         X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Trustee
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Issuing entity                                                                                    X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Master Servicer,       X             X
                    affiliated Servicer,
                    other Servicer
                    servicing 20% or
                    more of pool assets
                    at time of report,
                    other material
                    servicers
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Securities                                       X
                    Administrator
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Originator of 20% or                                                                              X
                    more of pool assets
                    as of the Cut-off
                    Date
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Custodian                                                           X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1119 –
                    Affiliations and
                    relationships
                    between the
                    following entities,
                    or their respective
                    affiliates, that are
                    material to
                    Certificateholders:
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Sponsor (Seller)                                                                                                X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Depositor                                                                                         X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Trustee
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Master Servicer,       X             X
                    affiliated Servicer,
                    other Servicer
                    servicing 20% or
                    more of pool assets
                    at time of report,
                    other material
                    servicers
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Securities                                       X
                    Administrator
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Originator                                                                                        X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Custodian                                                           X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Credit                                                                                            X
                    Enhancer/Support
                    Provider
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Significant Obligor                                                                               X
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1122 –            X             X           X                  X
                    Assessment of
                    Compliance with
                    Servicing Criteria
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------
                    Item 1123 – Servicer   X             X
                    Compliance Statement
----------- ------- ---------------------- ------------- ----------- ------------------ -------------- -------------- ------------- -----------




                                                                                                                              EXHIBIT R
                                                   ADDITIONAL DISCLOSURE INFORMATION


Wells Fargo Bank, N.A. as [Securities Administrator]
9062 Old Annapolis Road
Columbia, Maryland 21045
Fax: (410) 715-2380
E-mail:  cts.sec.notifications@wellsfargo.com

Attn:  Corporate Trust Services – BSALTA 2006-5- SEC REPORT PROCESSING

RE:  **Additional Form [  ] Disclosure**Required

Ladies and Gentlemen:

         In accordance with Section 3.18 of the Pooling and Servicing Agreement, dated as of July 1, 2006, among EMC Mortgage
Corporation, as Sponsor and Company, Wells Fargo Bank, National Association, as Master Servicer and Securities Administrator and
Citibank, N.A. as Trustee.  The undersigned hereby notifies you that certain events have come to our attention that [will][may] need
to be disclosed on Form [   ].

Description of Additional Form [   ] Disclosure:







List of Any Attachments hereto to be included in the Additional Form [  ] Disclosure:



         Any inquiries related to this notification should be directed to [   ], phone number:  [   ]; email address:  [   ].

                                                              [NAME OF PARTY]
                                                              as [role]



                                                              By: _____________________________________________
                                                                    Name:
                                                                    Title: